| (IV) financing charges, specifically designated fees
and expenses of original purchasers, issuer, issuer's counsel, underwriters,
financial advisors, placement agents, bond counsel, other legal counsel,
bond delivery and printing expenses, the cost of preparing and processing
the application, engineering fees, plans, specifications, surveys,
and all other fees and/or expenses in connection with the financing;
(V) interest prior to and during construction and for
one year after completion of construction, if applicable; otherwise,
state inapplicable;
(VI) any reserve funds; if none, so state;
(VII) all other expenses, such as the costs of financing
or refinancing of any project, including the refunding of any outstanding
obligations, mortgages, or advances issued, made, or given by any
person for any of the aforementioned costs; if none, so state;
(VIII) contingencies; if none, so state;
(IX) inventory, raw materials, and other supplies;
(X) research and development costs;
(v) the approximate date of commencement and completion
of construction of the project.
(B) The list of participants shall include the name,
street, mailing address, and telephone number of each of the following:
(i) the user, the user's representative, the user's
counsel, counsel's representative, and the user's corporation's counsel,
accounting firm and accounting firm's representative;
(ii) the corporation, the corporation's representative,
and corporation's counsel, counsel's representative;
(iii) the original purchaser, the purchaser's representative,
the purchaser's counsel, and counsel's representative;
(iv) the guarantor, the guarantor's representative,
guarantor's counsel, counsel's representative, the guarantor's accounting
firm, and accounting firm's representative, or a statement that there
is no guarantor;
(v) the financial advisor or placement agent, and such
advisor's or agent's representative, counsel, and counsel's representative
or a statement that there is no financial advisor or placement agent;
no financial advisor or placement agent;
(vi) the underwriter, the underwriter's representative
counsel, and counsel's representative or a statement that there is
no underwriter;
(vii) the trustee or depository, and the trustee's
or depository's representative, counsel, and counsel's representative
or a statement that there is no trustee or depository;
(viii) the paying agent, such agent's representative,
counsel, and counsel's representative, or a statement that there is
no paying agent;
(ix) the letter of credit bank, the letter of credit
bank's representative, or a statement that there is no letter of credit
bank; and
(x) bond counsel and bond counsel's representative.
(2) The corporation.
(A) The description of corporation shall include:
(i) the name, street address, and mailing address of
the members of the board of directors of the corporation;
(ii) a description of any other bonds which have been
issued by the corporation to finance a project and a statement as
to whether there has been a default in the payment of principal or
of premium, if any, or interest on any such bonds.
(B) The resolution of the corporation shall be certified
by the board of directors and include a description of the purpose
of the bonds, set out the specific amount of bonds to be issued, and
make the appropriate findings required by the Act, §2(10).
(C) The opinion of corporation counsel shall be submitted
on counsel's letterhead in substantially the form to be delivered
at closing, as to the incorporation and existence of the corporation
and the authority, the actions and other proceedings of the corporation
in connection with the project and the bonds, and further stating
that the lease, sale, or loan agreement constitutes a legal and binding
obligation of the corporation.
(3) The unit. A certified copy of the resolution of
the governing body of the unit satisfying the requirements of the
Act, §25(f), and authorizing the specific bond amount and purpose
of the bonds shall be included.
(4) The user.
(A) The description of the user shall include:
(i) the name and address of the user;
(ii) the state or other jurisdiction of incorporation
or organization, the form of organization, and a complete description
of the organizational structure, including parent, subsidiaries, and
affiliates;
(iii) a statement of the history and type of business
engaged in by the user;
(iv) the names and ages of executive or managing officers
and directors of the user, an account of the business experience of
each such officer or director, including his principal occupation
and employment and the name and principal business of the corporation
or other organization in which such occupation and employment was
carried on;
(v) a statement of the user's debt security rating
or listing by any published rating agency, or, if none, such fact
shall be noted;
(vi) financial statements as available for the previous
three years;
(vii) in lieu of the information required by clauses
(ii) - (vi) of this subparagraph, the user's Form 10-K for each of
the three preceding fiscal years, together with the user's most recent
Form 10-Q.
(B) Certificate of user. A certificate signed by an
officer of the user to the same effect as the finding required to
be made by the board of directors of the corporation under paragraph
(2)(B) of this subsection.
(C) The proposed opinion of user counsel shall be submitted
on counsel's letterhead in substantially the form to be delivered
at closing, as to the creation and existence of the user and the authority,
actions and other proceedings of the user in connection with the project
and the bonds, and stating that the lease, sale, or loan agreement
constitutes a legal and binding obligation of the user. User counsel
must be licensed in the State of Texas or a supplemental opinion must
be provided by Texas counsel.
(5) Guarantor.
(A) The description of guarantor shall provide the
same information required of the user in paragraph (4)(A) of this
subsection.
(B) The opinion of guarantor counsel shall be on counsel's
letterhead to include an opinion of counsel for each guarantor, in
substantially the form to be delivered at closing, as to the creation
and existence of the guarantor and the authority, the actions and
other proceedings of the guarantor in connection with the project
and the bonds, and stating that the instrument of guarantee constitutes
a legally binding obligation of the guarantor.
(6) The bonds.
(A) The description of the bonds shall include:
(i) no total amount of bonds to be issued;
(ii) a maturity schedule for the bonds;
(iii) the proposed date of closing and delivery of
the bonds;
(iv) if the bonds have been rated by any published
rating agency, or if application for such rating has been made, such
fact shall be noted with the ratings assigned. A letter must be submitted
regarding rating or application for rating;
(v) the security for the bonds.
(B) Investment letters shall include investment letters
from the original purchasers of the bonds, or the purchasers of the
bonds from the underwriter, in the form to be delivered at closing,
substantially to the effect that said purchaser:
(i) is a financial institution or other accredited
investor as defined in the Securities Act of 1933, Regulation D, 17
Code Federal Regulations §230.501(a);
(ii) has been furnished with all necessary information
that it desires in order to enable it to make an informed decision
concerning investment in the bonds; and
(iii) intends to purchase the bonds for its own account
(subject to certain rights to sell, pledge, transfer, convey, hypothecate,
mortgage, or dispose of such bonds at some future date). The investment
letter is not required if the letter regarding bonds in subparagraph
(C) of this paragraph is provided; and
(iv) prior to the release of the Office's approval
letter, investment letters must be signed by purchasers and include
the following information:
(I) name of purchaser;
(II) signature of purchaser or authorized representative;
(III) typed name and title of purchaser or authorized
representative; and
Cont'd... |
