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Offered by Councilman ____________________ and seconded by Councilman __________________: ORDINANCE NO. ____ OF 2010
WHEREAS, the general fund budget for the City of Shreveport, State of Louisiana (the “Issuer” or the "City"), for the Fiscal Year (hereinafter defined) beginning January 1, 2010 and ending December 31, 2010, shows an ending balance and/or estimated excess revenues over statutory, necessary and usual charges and all other expenses for such Fiscal Year.WHEREAS, the ending fund balance and/or aforesaid excess of revenues over expenditures (taking into account as excess the funds already budgeted for the payment of the indebtedness authorized hereby and being refunded) are sufficient to meet the maximum principal and interest requirements in any future Fiscal Year on the Certificates authorized herein (the “Certificates”); and this City Council of the City of Shreveport, State of Louisiana (the "Council"), as the governing authority of the Issuer (the “Governing Authority”), will herein obligate itself and its successors in office to budget and set aside annually adequate funds for the payment of the Certificates in principal and interest in future years in which the Certificates are outstanding; andWHEREAS, the Issuer now desires to incur debt and issue not to exceed Fifteen Million Five Hundred Thousand Dollars ($15,500,000) Refunding Certificates of Indebtedness, Series 2010A (Tax-Exempt) and Series 2010B (Taxable), in the manner authorized and provided in Chapter 14-A of Title 39 of the Louisiana Revised Statues of 1950, as amended (the "Refunding Act"), as hereinafter provided for the purpose of refunding a portion of the Issuer's Refunding Certificates of Indebtedness, Series 1998A, to-wit: term certificate in the principal amount of $8,650,000 due October 1, 2012 and term certificate in the principal amount of $5,995,000 due October 1, 2016 (together, the "Prior Certificates") and paying the costs of issuance of the Certificates; andWHEREAS, it is the intention of the Issuer that the Certificates will be secured by and payable in principal, interest and redemption premium, if any, from an irrevocable pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each Fiscal Year during which the Certificates are outstanding and any other legally available excess revenues of the Issuer; andWHEREAS, the Issuer granted preliminary approval of the issuance and sale of the Certificates by resolution adopted by the Council on February 23, 2010; andWHEREAS, the State Bond Commission, by action taken on March 18, 2010, has approved the issuance of the Certificates; andWHEREAS, it is the desire of this Governing Authority to fix the details necessary with respect to the issuance of the Certificates and to provide for their authorization and issuance; andWHEREAS, it is further the desire of this Governing Authority to provide for the sale of the Certificates at the price and in the manner herein provided;NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shreveport, State of Louisiana, acting as the Governing Authority of said City, that:ARTICLE I DEFINITIONS SECTION 1.1. Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires: “Certificate” means any of the Certificates of the Issuer authorized to be issued by this Ordinance, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any Certificate previously issued.“Certificates” or "Series 2010 Certificates" means the Issuer’s Refunding Certificates, Series 2010 of Indebtedness authorized by this Ordinance in the aggregate principal amount of not to exceed Fifteen Million Five Hundred Thousand Dollars ($15,500,000) to be issued in two (2) series, to-wit: the Series 2010A Certificates (Tax-Exempt) and the Series 2010B Certificates (Taxable)."City" or "Issuer" means the City of Shreveport, State of Louisiana. “Code” means the Internal Revenue Code of 1986, as amended."Costs of Issuance" means all items of expense, directly or indirectly payable or reimbursable and related to the authorization, sale and issuance of the Series 2010 Certificates, including but not limited to, printing costs, cost of preparation and reproduction of documents, filing and recording fees, initial fees and charges of any fiduciary, legal fees and charges, fees and charges for the preparation and distribution of a preliminary official statement and official statement, if paid by the Issuer, fees and disbursements of consultants and professionals, including financial advisors, costs of credit ratings, fess and charges for the preparation, execution, transportation and safekeeping of the Series 2010 Certificates, costs and expenses of refunding, premiums for the insurance of the payment of the Series 2010 Certificates, if any, and any other cost, charge or fee paid or payable by the Issuer in connection with the original issuance of the Series 2010 Certificates. "Council" means the Council of the City, the Governing Authority of the Issuer. "DTC" means The Depository Trust Company. “Executive Officers” means, collectively, the Mayor and the Clerk of the Council of the Governing Authority.“Fiscal Year” means the one-year accounting period ending December 31 of each year, or such other period as may be designated by the Council as the fiscal year of the Issuer.“Governing Authority” means the City Council of the City of Shreveport, State of Louisiana.“Government Securities” means direct obligations of or obligations the principal and interest of which are unconditionally guaranteed by the United States of America, which are non-callable prior to their maturity, may be United States Treasury obligations such as the State and Local Government Series and may be in book-entry form.“Holder” means the registered owner of any Certificates."Insurer" means ________________, issuer of the Policy. “Interest Payment Date” means, in the case of the Series 2010 Certificates, April 1 and October 1 of each year in which the Certificates are outstanding, commencing October 1, 2010.“Issuer” or "City" means the City of Shreveport, State of Louisiana.“Ordinance” means this Ordinance authorizing the issuance of the Certificates, as it may be supplemented and amended.“Outstanding” when used with respect to the Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except:(1) Certificates theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation; (1) Certificates for which payment or redemption sufficient funds have been theretofore deposited in trust for the owners of such Certificates, provided that if such Certificates are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Ordinance or waived; (1) Certificates in exchange for or in lieu of which other Certificates have been registered and delivered pursuant to this Ordinance; (1) Certificates alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Ordinance or by law; and (1) Certificates for the payment of the principal (or redemption price, if any) of and interest on which money or Government Securities or both are held in trust with the effect specified in this Ordinance. “Owner” or “Owners” when used with respect to any Certificates means the person in whose name the Certificate is registered in the Register."Participant" means any broker-dealer bank or other financial institution from time to time for which DTC holds Certificates as securities deposit. “Paying Agent” means Regions Bank, Baton Rouge, Louisiana, until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Ordinance and thereafter "Paying Agent" shall mean such successor Paying Agent.“Paying Agent Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Ordinance.“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof."Policy" means the municipal bond insurance policy issued by Insurer insuring the Certificates. "Prior Certificates" means the Issuers outstanding Refunding Certificates of Indebtedness Series 1998A (a) Term Certificate due October 1, 2012 in the principal amount of $8,650,000 and (b) Term Certificate due October 1, 2016 in the amount of $5,995,000, which became payable with premium on October 1, 2009. "Purchase Agreement" means the Purchase Agreement dated _____, 2010 between the Issuer and the Underwriters comprising the offer to purchase the Certificates by the Underwriters. “Record Date” for the interest payable on any Interest Payment Date means the 15th calendar date of the month next preceding such Interest Payment Date."Refunding Act" means Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended. "Register" means the Certificate Register maintained by the Registrar in which the registration of the Certificates and transfers of the Certificates shall be made as provided herein and which conclusively sets forth the record owner of the Certificates. "Registrar" means, initially, Regions Bank, Baton Rouge, Louisiana, until a successor shall have been appointed and thereafter, "Registrar" shall mean such Successor Registrar. "Registrar Agreement" means the agreement to be entered into between the Issuer and the Registrar pursuant to this Ordinance. "Series 2010 Certificates" or "Certificates" means, collectively, the Series 2010A Certificates and the Series 2010B Certificates. "Series 2010A Certificates" means $_____ original principal amount of City of Shreveport, State of Louisiana Refunding Certificates of Indebtedness, Series 2010A, issued pursuant to this Ordinance. "Series 2010B Certificates" means $_____ original principal amount of City of Shreveport, State of Louisiana Taxable Refunding Certificates of Indebtedness, Series 2010B, issued pursuant to this Ordinance. “Underwriters” means, collectively, Stephens Inc., Loop Capital Markets, L.L.C. and Raymond James and Associates Inc., representing the original purchasers of the Certificates.ARTICLE II AUTHORIZATION AND ISSUANCE SECTION 2.1. Authorization of Certificates. In compliance with the terms and provisions of the Refunding Act, and other constitutional and statutory authority, the Issuer, governed by and acting through its Council, does hereby authorize the incurring of an indebtedness of not to exceed Fifteen Million Five Hundred Thousand Dollars ($15,500,000) for, and on behalf of, and in the name of the Issuer, for the purpose of refunding the Prior Certificates and paying the costs of issuance of the Certificates, and to represent said indebtedness, this Governing Authority does hereby authorize the issuance of not to exceed Fifteen Million Five Hundred Thousand Dollars ($15,500,000) Refunding Certificates of Indebtedness, Series 2010A (Tax-Exempt) and Series 2010B (Taxable), of the Issuer. SECTION 2.2. Form, Date, Denomination. The Certificates shall be in fully registered form, shall be in the denomination of $5,000 or any integral multiple thereof and shall be numbered from AR-1 and BR-1 upward, within each Series 2010A and Series 2010B, respectively. The Certificates and the endorsements to appear thereon shall be in substantially the form set forth in Exhibit A and Exhibit B hereto. SECTION 2.3. Maturities and Interest Rates. The Certificates shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, commencing October 1, 2010. The interest on the Series 2010A Certificates shall not exceed 5% per annum. The interest on the Series 2010B Certificates shall not exceed 6% per annum. The Certificates shall become due and payable and mature on October 1, 2016. The Series 2010A Certificates will be in substantially the form set forth in Exhibit A and the Series 2010B Certificates will be in substantially the form set forth in Exhibit B hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Refunding Act and this Ordinance. The Series 2010 Certificates shall mature in annual installments and bear interest as follows:
SECTION 2.4. Payment of Principal and Interest. The principal of the Certificates, upon maturity, shall be payable at the principal office of the Paying Agent, upon presentation and surrender hereof, and interest on the Certificates shall be payable by check of the Paying Agent mailed by the Paying Agent to the Owner (determined as of the close of business on the Record Date) at the address shown on the Register. Each Certificate delivered under this Ordinance upon transfer of, in exchange for or in lieu of any other Certificate shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Certificate, and each such Certificate shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution. SECTION 2.5. Registration and Transfer. The Issuer shall cause the Register to be kept by the Registrar. The Certificates may be transferred, registered and assigned only on the Register at the principal corporate trust office of the Registrar, and such registration shall be at the expense of the Issuer. A Certificate may be assigned by the execution of an assignment form on the Certificate or other instruments of transfer and assignment acceptable to the Registrar. A new Certificate will be delivered by the Registrar to the last assignee (the new Owner) in exchange for such transferred and assigned Certificate after receipt of the Certificate to be transferred in proper form. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of registration, substantially in the form provided in this Ordinance, executed by the Registrar by manual signature. SECTION 2.6. Execution of Certificates. The Certificates shall be signed by the Executive Officers for, on behalf of, in the name of and under the corporate seal of the Issuer, which signatures and corporate seal may be either manual or facsimile. ARTICLE III SECURITY FOR CERTIFICATES SECTION 3.1. Pledge and Dedication of Revenues. The Certificates, equally and on a parity with each other regardless of Series, shall be secured by and payable solely from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the Fiscal Years during which the Certificates are outstanding and any other legally available excess revenues of the Issuer. Until the Certificates shall have been paid in full in principal and interest, the Governing Authority does hereby obligate the Issuer, itself and its successors in office, to budget annually a sum of money sufficient to pay the Certificates and the interest thereon as they respectively mature, including any principal and/or interest theretofore matured and then unpaid, and to levy and collect in each year taxes and to collect other revenues within the limits prescribed by law, sufficient to pay the principal of and interest on the Certificates, after payment in such years of all the said statutory, necessary and usual charges of the Issuer for the then current year. SECTION 3.2. Parity Certificates. The Issuer shall issue no other certificates or obligations of any kind or nature payable from or enjoying a lien on the excess of annual revenues having priority over or parity with the Certificates, except that additional certificates may hereafter be issued on a parity with the Certificates under the following conditions: (a) Additional certificates of indebtedness may be issued and enjoy a full and complete parity with the Certificates with respect to the excess of annual revenues, provided that the anticipated excess of annual revenues in the year in which the additional certificates or other debt instruments are to be issued, as reflected in the budget adopted by this Governing Authority, must at least equal to at least 1.2 times the combined principal and interest requirements for any calendar year on the Certificates and the additional certificates, revenue bonds or other debt instruments; (b) Junior and subordinate certificates of indebtedness may be issued without restriction; (c) The Issuer must be in full compliance with all covenants and undertakings in connection with the Certificates and there must be no delinquencies in payments required to be made in connection therewith; and (d) The additional certificates must be payable as to principal on October 1st of each year, commencing not more than two years from the date thereof and payable as to interest on April 1st and October 1st of each year. ARTICLE IV REDEMPTION SECTION 4.1. Redemption Provisions. The Certificates shall not be callable for redemption at the option of the Issuer at any time prior to maturity. ARTICLE V FUNDS AND ACCOUNTS SECTION 5.1. Sinking Fund. For the payment of the principal of and the interest on the Series 2010 Certificates, there is hereby created a special fund to be known as "Certificates of Indebtedness (2010) Sinking Fund", said Sinking Fund to be established and maintained with the Paying Agent. The Issuer shall deposit in the Sinking Fund not less than five (5) business days prior to the end of each month preceding the applicable interest and principal payment date, (i) a sum equal to the interest falling due on the Series 2010A Certificates and the Series 2010B Certificates on the next Interest Payment Date, and (ii) a sum equal to the principal falling due on the Series 2010A Certificates and the Series 2010B Certificates on the next Principal Payment Date, and subject to reduction by any surplus amount, including any amounts constituting capitalized or accrued interest, contained in said Sinking Fund. It shall be specifically understood and agreed, however, and this provision shall be a part of this contract, that after the funds have actually been set aside out of the revenues of any Fiscal Year sufficient to pay the principal and interest on the Series 2010 Certificates herein authorized for that Fiscal Year, and all required amounts have been deposited in the aforesaid Sinking Fund established by this Ordinance, then any excess of annual revenues remaining in that Fiscal Year shall be free for expenditure by the Issuer for any other lawful corporate purpose. All monies deposited with the Paying Agent under the terms of this Ordinance shall constitute sacred funds for the benefit of the owners of the Series 2010 Certificates, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds. All or any part of the monies in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provisions of the laws of the State of Louisiana, in which event all income derived from such investments shall be added to the general fund of the Issuer. ARTICLE VI APPLICATION OF PROCEEDS SECTION 6.1. Issuer Obligations. As a condition of the issuance of the Series 2010 Certificates, the Issuer binds and obligates itself to:
SECTION 6.2. Application of Proceeds. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Ordinance, to cause the necessary Certificates to be printed, to issue, execute and seal the Certificates, and to effect delivery thereof as hereinafter provided. The principal proceeds shall be used for the purpose of refunding the Prior Certificates and paying the costs of issuance of the Certificates. ARTICLE VII COVENANTS AND ADDITIONAL PROVISIONS SECTION 7.1. Budget; Audit. As long as any of the Certificates are outstanding and unpaid in principal or interest, the Issuer shall prepare and adopt a budget prior to the beginning of each Fiscal Year. The Issuer shall also furnish a copy of such budget to the Owners of any of the Certificates who request the same. Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of its books and accounts to be made by the Legislative Auditor or an independent firm of certified public accountants showing the receipts and disbursements made by the Issuer during the previous Fiscal Year. Such audit shall be available for inspection by the Owner of any of the Certificates, and a copy of such audit shall be furnished to the Underwriters, if requested in writing. SECTION 7.2. Certificates Legal Obligations. The Certificates shall constitute legal, binding and valid obligations of the Issuer and shall be the only representations of the indebtedness as herein authorized and created. SECTION 7.3. Ordinance a Contract. The provisions of this Ordinance shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Certificates, and any such Owner or Owners may, at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by this Governing Authority or the Issuer as a result of issuing the Certificates. No material modification or amendment of this Ordinance, or any Ordinance amendatory hereof or supplemental hereto, may be made without consent in writing of the Owners of two-thirds (2/3) of the aggregate principal amount of the Certificates then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption provisions of the Certificates, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and interest on the Certificates as the same shall come due from the revenues appropriated, pledged and dedicated to the payment thereof by this Ordinance, or the percentage of the owners required to consent to any material modification or amendment of this Ordinance, without the consent of the Owners of the Certificates. SECTION 7.4. Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with the Certificates and having determined the same to be regular, the Certificates contain the following recital:
SECTION 7.5. Effect of Registration. The Issuer, the Paying Agent, the Registrar, and any agent of any of them may treat the Owner in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving payment of the principal of and interest on the Certificate and for all other purposes whatsoever, and to the extent permitted by law neither the Issuer, the Paying Agent, the Registrar, nor any agent of any of them shall be affected by notice to the contrary. SECTION 7.6. Notices to Owners. Whenever this Ordinance provides for notice to Owners of Certificates of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Owner of such Certificates at the address of such Owner as it appears in the Register. In any case where notice to Owners of Certificates is given by mail, neither the failure to mail such notice to any particular Owner of Certificates, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived, in writing by the Owner or Owner entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 7.7. Cancellation of Certificates. All Certificates surrendered for payment, transfer, exchange or replacement, if surrendered to the Registrar, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Registrar and if not already canceled, shall be promptly canceled by the Registrar. The Issuer may at any time deliver to the Registrar for cancellation any Certificates previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Registrar. All canceled Certificates held by the Registrar shall be disposed of as directed in writing by the Issuer. SECTION 7.8. Mutilated. Destroyed. Lost or Stolen Certificates. If (1) any mutilated Certificate is surrendered to the Registrar, or the Issuer and the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (2) there is delivered to the Issuer and the Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Registrar that such Certificate has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same maturity and of like tenor, and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Certificate has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Certificate shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates. Any additional procedures set forth in the Agreement, authorized in this Ordinance, shall also be available with respect to mutilated, destroyed, lost or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. ARTICLE VIII SALE OF CERTIFICATES SECTION 8.1. Sale of Certificates. The Certificates are hereby awarded to and sold to the Underwriters, at the price and subject to the terms and conditions set forth in the Purchase Agreement, and after their execution and authentication by the Registrar, the Certificates shall be delivered to the Underwriters or their agents or assigns, upon receipt by the Issuer of the agreed purchase price. The Purchase Agreement in substantially the form reviewed and negotiated by Bond Counsel is hereby approved and the Executive Officers are hereby authorized, empowered and directed to execute the Purchase Agreement on behalf of the Issuer and deliver or cause to be executed and delivered all documents required to be executed on behalf of the Issuer or deemed by them necessary or advisable to implement this Ordinance or to facilitate the sale of the Certificates. ARTICLE IX OFFICIAL STATEMENT SECTION 9.1. Official Statement. The Issuer hereby approves the form and content of the Preliminary Official Statement pertaining to the Certificates, which has been submitted to the Issuer, and hereby ratifies its prior use in connection with the sale of the Certificates. The Issuer further approves the form and content of the final Official Statement and hereby authorizes and directs the execution by the Executive Officers of the Issuer and delivery of such Official Statement to the Underwriter for use in connection with the public offering of the Certificates. ARTICLE X MISCELLANEOUS SECTION 10.1. Defeasance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owner, the principal of and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of the money, securities, and funds pledged under this Ordinance and all covenants, agreements, and other obligations of the Issuer to the Owner shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Ordinance to the Issuer. Certificates or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with expressed above in this Section if they are defeased in the manner provided by Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1590, as amended. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Certificates shall be paid by the Insurer pursuant to the Policy, the Certificates shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer and the pledge of the amounts pledged hereunder and all covenants, agreements and other obligations of the Issuer to the registered Owners shall continue to exist and shall run to the benefit of Insurer, and Insurer shall be subrogated to the rights of such registered Owners. SECTION 10.2. Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Certificates. The designation of Regions Bank, Baton Rouge, Louisiana, as the initial Paying Agent in this Ordinance is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a Ordinance or Ordinances giving notice of the termination to the Paying Agent Agreement and appointing a Successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, having capital of at least $50,000,000, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Paying Agent Agreement for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Paying Agent Agreement to be conclusive evidence of the due exercise of the authority granted hereunder. SECTION 10.3. Registrar; Registrar Agreement. The Issuer will at all times maintain a Registrar meeting the qualifications hereinafter described for the performance of the duties hereunder for the Certificates. The designation of Regions Bank, Baton Rouge, Louisiana, as the initial Registrar in this Ordinance is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Registrar by (a) filing with the Person then performing such function a certified copy of a Ordinance or Ordinances giving notice of the termination to the Registrar Agreement and appointing a Successor and (b) causing notice to be given to each Owner. Every Registrar appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, having capital of at least $50,000,000, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Registrar Agreement for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Registrar Agreement to be conclusive evidence of the due exercise of the authority granted hereunder. SECTION 10.4. Continuing Disclosure. The Director of Finance is hereby empowered and directed to comply with the continuing disclosure requirements described in Rule 15c-2-12(b) of the Securities and Exchange Commission (17 CFR §240.15c2-12(b)] and to execute an appropriate Continuing Disclosure Certificate (substantially in the form as set for in Appendix "F" of the Official Statement.) SECTION 10.5. Publication. A copy of this Ordinance shall be published immediately after its adoption in one issue of the official journal of the Issuer. SECTION 10.6. Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION 10.7. Severability, Application of Subsequently Enacted Laws. In case any one or more of the provisions of this Ordinance or the Certificates shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Ordinance or of the Certificates, but this Ordinance and the Certificates shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date of this Ordinance which validate or make legal any provision of this Ordinance and/or the Certificates which would not otherwise be valid or legal, shall be deemed to apply to this Ordinance and to the Certificates. ARTICLE XI TAX COVENANTS SECTION 11.1. Tax Covenants. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Code and any amendment thereto in order to establish, maintain and preserve the exclusion from “gross income” of interest on the Series 2010A Certificates under the Code. The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Series 2010A Certificates or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Series 2010A Certificates to be “arbitrage bonds” or would result in the inclusion of the interest on any of the Series 2010A Certificates in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the Series 2010A Certificate proceeds or (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America or (iii) the use of the proceeds of the Series 2010A Certificates in a manner which would cause the Series 2010A Certificates to be “private activity bonds.” The Executive Officers are hereby empowered, authorized and directed to take any and all action and to execute and deliver any instrument, document or certificate necessary to effectuate the purposes of this Section. ARTICLE XII DEFAULT SECTION 12.1. Events of Default. If one or more of the following events (in this Ordinance called "Events of Default") shall happen, that is to say, (a) if default shall be made in the due and punctual payment of the principal of any Series 2010 Certificate when and as the same shall become due and payable, whether at maturity or otherwise, or (b) if default shall be made in the due and punctual payment of any installment of interest on any Series 2010 Certificate when and as such interest installment shall become due and payable; or (c) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in this Ordinance, any Supplemental Resolution or in the Series 2010 Certificates contained and such default shall continue for a period of (i) forty-five (45) days with respect to the Series 2010 Certificates, and after written notice thereof to the Issuer by any Owner; or (d) if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law; then, upon the happening and continuance of any Event of Default, the Owners of Series 2010 Certificates shall be entitled to exercise all rights and powers for which provision is made under Louisiana law. SECTION 12.2. Insurer Covenants. Any reorganization or liquidation plan with respect to the Issuer must be acceptable to the Insurer. In the event of any reorganization or liquidation, the Insurer shall have the right to vote on behalf of all Bondholders who hold Series 2010 Certificates insured by the Insurer absent a default by the Insurer under the Insurance Policy. Anything in this Ordinance to the contrary notwithstanding, upon the occurrence and continuation of an Event of Default, the Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Bondholders or the Paying Agent for the benefit of the Bondholders under this Ordinance. ARTICLE XIII BOOK-ENTRY FORM SECTION 13.1. Book-Entry Registration of Bonds. Each Series 2010 Certificate shall be initially issued in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), as registered owner of the Certificates, and held in the custody of DTC. The Director of Finance of the Issuer or any other officer of the Issuer is authorized to execute and deliver a Letter of Representation to DTC on behalf of the Issuer with respect to the issuance of the Certificates in "book-entry only" format. The Registrar is hereby directed to execute said Letter of Representation. The terms and provisions of said Letter of Representation shall govern in the event of any inconsistency between the provisions of this Ordinance and said Letter of Representation. A single certificate will be issued and delivered to DTC or its designee for each maturity of the Certificates. The beneficial Owners will not receive physical delivery of Certificates except as provided herein. The beneficial Owners are expected to receive a written confirmation of their purchase providing details of each Certificate acquired. For so long as DTC shall continue to serve as securities depository for the Certificates as provided herein, all transfers of beneficial ownership interest will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Certificates is to receive, hold or deliver any Certificate. Notwithstanding anything to the contrary herein, while the Certificates are issued in book-entry-only form, the payment of principal and premium, if any, and interest on the Certificates may be payable by the Paying Agent by wire transfer to DTC in accordance with the Letter of Representation. For every transfer and exchange of the Certificates, the beneficial Owner may be charged a sum sufficient to cover such beneficial Owner's allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Certificates are required to be delivered to and registered in the name of the beneficial Owner under the following circumstances: (a) DTC determines to discontinue providing its service with respect to the Certificates. Such a determination may be made at any time by giving 30 days' notice to the Issuer and the Registrar and discharging its responsibilities with respect thereto under applicable law. (b) The Issuer determines that continuation of the system of book-entry transfer through DTC (or a successor securities depository) is not in the best interests of the Issuer and/or the beneficial Owners. The Issuer and the Registrar will recognize DTC or its nominee as the Certificate holder for all purposes, including notices and voting. Neither the Issuer or the Paying Agent are responsible for the performance by DTC of any of its obligations, including, without limitation, the payment of moneys received by DTC, the forwarding of notices received by DTC or the giving of any consent or proxy in lieu of consent. Whenever during the term of the Certificates the beneficial ownership thereof is determined by a book entry at DTC, the requirements of this Ordinance of holding, delivering or transferring the Certificates shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. If at any time DTC ceases to hold the Certificates, all references herein to DTC shall be of no further force or effect. ARTICLE XIV BOND INSURANCE SECTION 14.1. Delivery of the Policy. The Issuer hereby agrees to cause a Policy with respect to the Series 2010 Certificates to be delivered at or prior to the delivery of the Series 2010 Certificates to secure the obligations of the Issuer to pay the principal of and interest on the Series 2010 Certificates entitled to the benefits thereof. All amounts paid under said Policy shall be used solely for the regularly scheduled payments of principal of and interest on the Series 2010 Certificates entitled to the benefits of such Policy. SECTION 14.2. Items Required to be Furnished to the Insurer. While the Policy is in effect, the Issuer or the Paying Agent, as appropriate, shall furnish to the Insurer: (a) notice of the resignation or removal of the Paying Agent and the appointment of a successor thereto; (b) copies of all notices required to be delivered to the Owners, the Paying Agent, or any other party under this Ordinance; (c) such information as may be reasonably requested by the Insurer. Copies of any amendments made to the documents executed in connection with the issuance of the Series 2010 Certificates which are consented to by the Insurer shall also be sent to Standard & Poor's. The Issuer shall notify the Insurer of any failure by the Issuer to provide relevant notices, certificates, etc. The Issuer will permit the Insurer to discuss the affairs, finances and accounts of the Issuer or any information the Insurer may reasonably request regarding the security of the Series 2010 Certificates with appropriate officers of the Issuer. The Registrar or the Issuer will permit the Insurer to have access to and to make copies of all books and records relating to the Series 2010 Certificates at any reasonable time. The Insurer shall have the right to direct an accounting at the Issuer's expense, and the Issuer's failure to comply with such direction with thirty (30) days after receipt or written notice of the direction from the Insurer shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any registered owner of the Series 2010 Certificates. Notwithstanding any other provision of this Ordinance, the Paying Agent shall immediately notify the Insurer if at any time there are insufficient monies to make any payments of principal and/or interest as required and immediately upon the occurrence of any Event of Default hereunder. SECTION 14.3. Payment Procedures. As long as the Policy shall be in full force and effect, the Issuer and the Paying Agent agree to comply with the following provisions: (a) At least one (1) day prior to all Interest Payment Dates, the Paying Agent will determine whether there will be sufficient funds in the Funds and Accounts to pay the principal of or interest on the Series 2010 Certificates on such Interest Payment Date. If the Paying Agent determines that there will be insufficient funds in such Funds and Accounts, the Paying Agent shall so notify the Insurer. Such notice shall specify the amount of the anticipated deficiency, the Series 2010 Certificates to which such deficiency is applicable and whether such Series 2010 Certificates will be deficient as to principal or interest, or both. If the Paying Agent as not so notified the Insurer at least one (1) day prior to an Interest Payment Date, the Insurer will make payments of principal and interest due on the Series 2010 Certificates on or before the first (1st) day next following the date on which the Insurer shall have received notice of nonpayment from the Paying Agent. (b) The Paying Agent shall, after giving notice to the Insurer as provided in (a) above, make available to the Insurer and, at the Insurer's direction, to the United States Trust Company of New York, as insurance trustee for the Insurer or any successor insurance trustee (the "Insurance Trustee"), the registration books of the Issuer maintained by the Paying Agent and all records relating to the Funds and Accounts maintained under this Ordinance. (c) The Paying Agent shall provide the Insurer and the Insurance Trustee with a list of the registered owners of the Series 2010 Certificates entitled to receive principal or interest payments from the Insurer under the terms of the Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of the Series 2010 Certificates entitled to receive full or partial interest payments from the Insurer and (ii) to pay the principal upon the Series 2010 Certificates surrendered to the Insurance Trustee by the registered owners of the Series 2010 Certificates entitled to receive full or partial principal payments from the Insurer. (d) The Paying Agent shall, at the time it provides notice to the Insurer pursuant to (a) above, notify registered owners of Series 2010 Certificates entitled to receive the payment of principal or interest thereon from the Insurer (i) as to the fact of such entitlement, (ii) that the Insurer will remit to them all or part of the interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in the form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from the Insurer, they must surrender their Series 2010 Certificates (along with an appropriate instrument of assignment in a form satisfactory to the Insurance Trustee to permit ownership of such Series 2010 Certificates to be registered in the name of the Insurer) for payment to the Insurance Trustee, and not the Paying Agent and (iv) that should they be entitled to receive partial payment from the Insurer, they must surrender their Series 2010 Certificates for payment thereon first to the Paying Agent who shall note on such Series 2010 Certificates the portion of the principal paid by the Paying Agent and then, along with an appropriate instrument of assignment in a form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. (e) In the event that the Paying Agent has notice that any payment of or interest on a Series 2010 Certificate which has become due for payment and which is made to a Bondholder by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court have competent jurisdiction, the Paying Agent shall, at the time the Insurer is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from the Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Series 2010 Certificates which have been made by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made. (f) In addition to those rights granted the Insurer under this Ordinance, the Insurer shall, to the extent it makes payment of principal of or interest on the Series 2010 Certificates, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Policy, and to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note the Insurer's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon receipt from the Insurer of proof of the payment of interest thereon to the registered owners of the Series 2010 Certificates, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note the Insurer's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon the surrender of the Series 2010 Certificates by the registered owners thereof together with proof of payment of principal thereof. SECTION 14.4. Confirmation. The execution and delivery of the Bond Insurance Policy and all related documents (collectively, the "Insurance Documents") is hereby ratified, confirmed and approved. Each Insurance Document is a contract between the Issuer and the Insurer and the terms of each Insurance Document are incorporated herein by reference as if fully and completely set forth herein. SECTION 14.5. Special Provisions With Respect To Insurer. Insurer requires and/or Insurer agrees to the following provisions: [ADDITIONAL INFORMATION TO COME FROM INSURER] [SUBJECT TO APPROVAL OF INSURER] And the Ordinance was adopted on this _____ day of _______________, 2010. FOREGOING PROPOSED ORDINANCE APPROVED (AS TO FORM ONLY) ____________________________________________ City Attorney's Office ORDINANCE NO. _____ OF 2010 March ___, 2010Read by title and as read motion by Councilman ______ seconded by Councilman ______ for Introduction. Approved by the following vote: Ayes: Councilmen __________________. _____. Nays: _____. March __, 2010Read by title and as read motion by Councilman _____ seconded by Councilman _____ for enactment. Approved by the following vote: Ayes: Councilmen ____________________________ Nays: _________ Absent: Councilman ___________. ______________________________ Joyce Bowman, Chairman Approved: ___________________________________ Cedric B. Glover, Mayor "Enacted by the City Council ____________ Approved by the Mayor ________________ And Effective on _____________________ at 12:01 O'clock A.M." ____________________________________ Arthur G. Thompson, Clerk of Council NOTICE OF INTRODUCTION OF ORDINANCE NOTICE IS HEREBY GIVEN in accordance with the provisions of Section 4.17 of the Charter of the City of Shreveport, 1978, that the following ordinance was introduced in final form at a regular meeting of the Council of said City held on ______________ ___, 2010, and is on file in the office of the Clerk of Council of said City, complete in the form in which it will be offered for final adoption by said Council, and is available for public inspection and will so remain for at least one week prior to its final adoption:NOTICE IS HEREBY GIVEN that the Council of the City of Shreveport, State of Louisiana, will consider the final adoption of said ordinance at its regular meeting scheduled for Tuesday, ______________ ___, 2010, at three (3:00) o’clock p.m. at the City Hall, Shreveport, LouisianaGiven this _____ day of ________________, 2010. _________________________________ ______________________________ Arthur G. Thompson, Clerk of Council Joyce Bowman, Chairman EXHIBIT A Form of Series 2010A Certificate AR-_____ $________ Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. As provided in the Ordinance referred to herein, until the termination of the system of book-entry-only transfers through DTC, and notwithstanding any other provision of the Ordinance to the contrary, this Certificate may be transferred, in whole but not in part, only to a nominee of the DTC, or by a nominee of DTC to DTC or a nominee of DTC, or by DTC, or a nominee of DTC to any successor securities depository or any nominee thereof. UNITED STATES OF AMERICA STATE OF LOUISIANA CITY OF SHREVEPORT, STATE OF LOUISIANA REFUNDING CERTIFICATE OF INDEBTEDNESS SERIES 2010A
Principal Amount: ___________________________ CUSIP NO. ______________________ Registered Owner: Cede & Co. (Tax Identification #13-255519) The CITY OF SHREVEPORT, STATE OF LOUISIANA (the “Issuer”), promises to pay, but solely from the source and as hereinafter provided, to the registered owner or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Certificate Date set forth above or the most recent interest has been paid or duly provided for, payable on April 1 and October 1 of each year (or the next succeeding Business Day), commencing October 1, 2010 (each an “Interest Payment Date”), at the Interest Rate per annum set forth above until said Principal Amount is paid, unless this Certificate shall have been previously called for redemption and payment shall have been made or duly provided for. The principal of this Certificate upon maturity or redemption is payable in such coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts at Regions Bank, in the City of Baton Rouge, Louisiana, or successor thereto (the “Paying Agent”), upon presentation and surrender hereof. The interest so payable on any Interest Payment Date, subject to certain exceptions provided in the hereinafter defined Ordinance, will be paid to the person in whose name this Certificate is registered as of the close of business on the Record Date (which is the 15th calendar day of the month next preceding each Interest Payment Date). Any interest not punctually paid or duly provided for shall be payable as provided in the Ordinance. This Certificate is one of an authorized issue of Refunding Certificates of Indebtedness, Series 2010A, aggregating in principal the sum of ______________________ Dollars ($_________) (the “Certificates”), all of like date, tenor and effect except as to number, denomination, interest rate and maturity, said Certificates having been issued by the Issuer pursuant to an ordinance (the "Ordinance") adopted by its governing authority on March 23, 2010, for the purpose of refunding a portion of the Issuer's Refunding Certificates of Indebtedness, Series 1998A and paying the costs of issuance of the Certificates. The Certificates are issued as fully registered Certificates in the denomination of $5,000, or any integral multiple thereof within a single maturity, exchangeable for an equal aggregate principal amount of Certificates of the same maturity of any other authorized denomination. Subject to the limitations and requirements provided in the Ordinance, the transfer of this Certificate shall be registered on the registration books of the Registrar upon surrender of this Certificate at the principal corporate trust office of the Registrar, as Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form and with a guaranty of signature satisfactory to the Registrar, duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon a new Certificate or Certificates of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee. Prior to due presentment for transfer of this Certificate, the Issuer, the Paying Agent, the Registrar and any agent of any thereof may deem and treat the Registered Owner hereof as the absolute owner hereof (whether or not this Certificate shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest hereon and for all other purposes, and neither the Issuer, the Registrar, nor the Paying Agent shall be affected by any notice to the contrary. Upon any such registration of transfer or exchange, the Registrar may require payment by the beneficial owner of a sum sufficient to cover such beneficial owner's allocable share of any tax, fee or other governmental charge that may be imposed in connection therewith. The Issuer shall cause to be kept at the principal corporate trust office of the Registrar a register (the “Register”) in which registration of the Certificates and of transfers of the Certificates shall be made as provided in the Ordinance. This Certificate may be transferred, registered and assigned only on the Register, and such registration shall be at the expense of the Issuer. This Certificate may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Registrar. A new Certificate or Certificates will be delivered by the Registrar to the last assignee (the new registered owner) in exchange for this transferred and assigned Certificate after receipt of this Certificate to be transferred in proper form. Such new Certificate or Certificates shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity. Neither the Issuer nor the Registrar shall be required to issue, register, transfer or exchange (i) any Certificate during a period beginning at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date and ending at the close of business on the Interest Payment Date, (ii) or any Certificate called for redemption prior to maturity during a period beginning at the opening of business fifteen (15) days before the date of the mailing of a notice of redemption of such Certificates and ending on the date of such redemption. The Ordinance permits, with certain exceptions as therein provided, no material modification or amendment of the Ordinance or any Ordinance amendatory thereof or supplemental thereto without the consent of the Owners of two-thirds (2/3) in aggregate principal amount of all Certificates issued and then outstanding under the Ordinance, to be determined in accordance with the Ordinance. The Certificates are secured by and payable in principal, interest and redemption premium, if any, from an irrevocable pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual changes in each Fiscal Year which the Certificates are outstanding and any other legally available excess revenues of the Issuer. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance until the Certificate of Registration hereon shall have been signed by the Registrar. It is certified that this Certificate is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Certificate and the issue of which it forms a part to constitute the same legal, binding and valid obligations of the Issuer have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Certificate and the issue of which it forms a part, does not exceed the limitations prescribed by the Constitution and statutes of the State of Louisiana. FOR SO LONG AS THIS BOND IS HELD IN BOOK-ENTRY FORM REGISTERED IN THE NAME OF CEDE & CO. ON THE REGISTRATION BOOKS OF THE ISSUER KEPT BY THE REGISTRAR, THIS BOND, IF CALLED FOR PARTIAL REDEMPTION IN ACCORDANCE WITH THE BOND ORDINANCE, SHALL BECOME DUE AND PAYABLE ON THE REDEMPTION DATE DESIGNATED IN THE NOTICE OF REDEMPTION GIVEN IN ACCORDANCE WITH THE BOND ORDINANCE AT, AND ONLY TO THE EXTENT OF, THE REDEMPTION PRICE, PLUS ACCRUED INTEREST TO THE SPECIFIED REDEMPTION DATE; AND THIS BOND SHALL BE PAID, TO THE EXTENT SO REDEEMED, (i) UPON PRESENTATION AND SURRENDER THEREOF AT THE OFFICE SPECIFIED IN SUCH NOTICE OR (ii) AT THE WRITTEN REQUEST OF CEDE & CO., BY CHECK MAILED TO CEDE & CO. BY THE PAYING AGENT OR BY WIRE TRANSFER TO CEDE & CO. BY THE PAYING AGENT IF CEDE & CO. AS BONDOWNER SO ELECTS. IF, ON THE REDEMPTION DATE, MONEYS FOR THE REDEMPTION OF BONDS OF SUCH MATURITY TO BE REDEEMED, TOGETHER WITH INTEREST TO THE REDEMPTION DATE, SHALL BE HELD BY THE PAYING AGENT SO AS TO BE AVAILABLE THEREFOR ON SUCH DATE, AND AFTER NOTICE OF REDEMPTION SHALL HAVE BEEN GIVEN IN ACCORDANCE WITH THE BOND ORDINANCE, THEN, FROM AND AFTER THE REDEMPTION DATE, THE AGGREGATE PRINCIPAL AMOUNT OF THIS BOND SHALL BE IMMEDIATELY REDUCED BY AN AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT THEREOF SO REDEEMED, NOTWITHSTANDING WHETHER THIS BOND HAS BEEN SURRENDERED TO THE PAYING AGENT FOR CANCELLATION. IN WITNESS WHEREOF, the City of Shreveport, State of Louisiana, acting as the governing authority, has caused this Certificate to be executed on behalf of the Issuer by his facsimile signature._________________________________________ Mayor Attest: ____________________________________ Clerk CERTIFICATE OF REGISTRATION This Certificate is one of the Certificates referred to in the within-mentioned Ordinance. REGIONS BANK, Baton Rouge, Louisiana,as Registrar Date of Registration: _______________ By: __________________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________ Please insert Social Security or other Identifying Number of Assignee, attorney or agent to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated:________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration or enlargement or any change whatever. STATEMENT OF INSURANCE ____________________________ Policy Number _________ (the “Policy”) with respect to payments due for principal of and interest on this Certificate has been issued by _______________________ (“Insurer”). The Policy has been delivered to The Bank of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from Insurer or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Bond acknowledges and consents to the subrogation rights of Insurer as more fully set forth in the Policy.* * * * * (FORM OF LEGAL OPINION CERTIFICATE - TO BE PRINTED ON ALL BONDS) I, the undersigned Clerk of the Council of the City of Shreveport, State of Louisiana, do hereby certify that the following is a true copy of the complete legal opinions of The Boles Law Firm, APC, and Jacqueline Scott & Associates, APLC, Bond Counsel, the originals of which were manually executed, dated and issued as of the date of payment for and delivery of the original Bonds of the issue described therein and were delivered to ____________________, _____________, Louisiana, representing the original purchaser, thereof. (Bond Printer Shall Insert Legal Opinions) I further certify that executed copies of the above legal opinions are on file in my office, and that executed copies thereof have been furnished to the Paying Agent for this Bond. (facsimile) Clerk of Council EXHIBIT B Form of Series 2010B Certificate BR-_____ $________ Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. As provided in the Ordinance referred to herein, until the termination of the system of book-entry-only transfers through DTC, and notwithstanding any other provision of the Ordinance to the contrary, this Certificate may be transferred, in whole but not in part, only to a nominee of the DTC, or by a nominee of DTC to DTC or a nominee of DTC, or by DTC, or a nominee of DTC to any successor securities depository or any nominee thereof. UNITED STATES OF AMERICA STATE OF LOUISIANA CITY OF SHREVEPORT, STATE OF LOUISIANA TAXABLE REFUNDING CERTIFICATE OF INDEBTEDNESS SERIES 2010B
Principal Amount: ___________________________ CUSIP NO. _________________________ Registered Owner: Cede & Co. (Tax Identification #13-255519) The CITY OF SHREVEPORT, STATE OF LOUISIANA (the “Issuer”), promises to pay, but solely from the source and as hereinafter provided, to the registered owner or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Certificate Date set forth above or the most recent interest has been paid or duly provided for, payable on April 1 and October 1 of each year (or the next succeeding Business Day), commencing October 1, 2010 (each an “Interest Payment Date”), at the Interest Rate per annum set forth above until said Principal Amount is paid, unless this Certificate shall have been previously called for redemption and payment shall have been made or duly provided for. The principal of this Certificate upon maturity or redemption is payable in such coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts at Regions Bank, in the City of Baton Rouge, Louisiana, or successor thereto (the “Paying Agent”), upon presentation and surrender hereof. The interest so payable on any Interest Payment Date, subject to certain exceptions provided in the hereinafter defined Ordinance, will be paid to the person in whose name this Certificate is registered as of the close of business on the Record Date (which is the 15th calendar day of the month next preceding each Interest Payment Date). Any interest not punctually paid or duly provided for shall be payable as provided in the Ordinance. This Certificate is one of an authorized issue of Taxable Refunding Certificates of Indebtedness, Series 2010B, aggregating in principal the sum of ______________________ Dollars ($_________) (the “Certificates”), all of like date, tenor and effect except as to number, denomination, interest rate and maturity, said Certificates having been issued by the Issuer pursuant to an ordinance (the "Ordinance") adopted by its governing authority on March 23, 2010, for the purpose of paying the costs of issuance of the Certificates. The Certificates are issued as fully registered Certificates in the denomination of $5,000, or any integral multiple thereof within a single maturity, exchangeable for an equal aggregate principal amount of Certificates of the same maturity of any other authorized denomination. Subject to the limitations and requirements provided in the Ordinance, the transfer of this Certificate shall be registered on the registration books of the Registrar upon surrender of this Certificate at the principal corporate trust office of the Registrar, as Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form and with a guaranty of signature satisfactory to the Registrar, duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon a new Certificate or Certificates of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee. Prior to due presentment for transfer of this Certificate, the Issuer, the Paying Agent, the Registrar and any agent of any thereof may deem and treat the Registered Owner hereof as the absolute owner hereof (whether or not this Certificate shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest hereon and for all other purposes, and neither the Issuer, the Registrar, nor the Paying Agent shall be affected by any notice to the contrary. Upon any such registration of transfer or exchange, the Registrar may require payment by the beneficial owner of a sum sufficient to cover such beneficial owner's allocable share of any tax, fee or other governmental charge that may be imposed in connection therewith. The Issuer shall cause to be kept at the principal corporate trust office of the Registrar a register (the “Register”) in which registration of the Certificates and of transfers of the Certificates shall be made as provided in the Ordinance. This Certificate may be transferred, registered and assigned only on the Register, and such registration shall be at the expense of the Issuer. This Certificate may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Registrar. A new Certificate or Certificates will be delivered by the Registrar to the last assignee (the new registered owner) in exchange for this transferred and assigned Certificate after receipt of this Certificate to be transferred in proper form. Such new Certificate or Certificates shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity. Neither the Issuer nor the Registrar shall be required to issue, register, transfer or exchange (i) any Certificate during a period beginning at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date and ending at the close of business on the Interest Payment Date, (ii) or any Certificate called for redemption prior to maturity during a period beginning at the opening of business fifteen (15) days before the date of the mailing of a notice of redemption of such Certificates and ending on the date of such redemption. The Ordinance permits, with certain exceptions as therein provided, no material modification or amendment of the Ordinance or any Ordinance amendatory thereof or supplemental thereto without the consent of the Owners of two-thirds (2/3) in aggregate principal amount of all Certificates issued and then outstanding under the Ordinance, to be determined in accordance with the Ordinance. The Certificates are secured by and payable in principal, interest and redemption premium, if any, from an irrevocable pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual changes in each Fiscal Year which the Certificates are outstanding and any other legally available excess revenues of the Issuer. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance until the Certificate of Registration hereon shall have been signed by the Registrar. It is certified that this Certificate is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Certificate and the issue of which it forms a part to constitute the same legal, binding and valid obligations of the Issuer have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Certificate and the issue of which it forms a part, does not exceed the limitations prescribed by the Constitution and statutes of the State of Louisiana. FOR SO LONG AS THIS BOND IS HELD IN BOOK-ENTRY FORM REGISTERED IN THE NAME OF CEDE & CO. ON THE REGISTRATION BOOKS OF THE ISSUER KEPT BY THE REGISTRAR, THIS BOND, IF CALLED FOR PARTIAL REDEMPTION IN ACCORDANCE WITH THE BOND ORDINANCE, SHALL BECOME DUE AND PAYABLE ON THE REDEMPTION DATE DESIGNATED IN THE NOTICE OF REDEMPTION GIVEN IN ACCORDANCE WITH THE BOND ORDINANCE AT, AND ONLY TO THE EXTENT OF, THE REDEMPTION PRICE, PLUS ACCRUED INTEREST TO THE SPECIFIED REDEMPTION DATE; AND THIS BOND SHALL BE PAID, TO THE EXTENT SO REDEEMED, (i) UPON PRESENTATION AND SURRENDER THEREOF AT THE OFFICE SPECIFIED IN SUCH NOTICE OR (ii) AT THE WRITTEN REQUEST OF CEDE & CO., BY CHECK MAILED TO CEDE & CO. BY THE PAYING AGENT OR BY WIRE TRANSFER TO CEDE & CO. BY THE PAYING AGENT IF CEDE & CO. AS BONDOWNER SO ELECTS. IF, ON THE REDEMPTION DATE, MONEYS FOR THE REDEMPTION OF BONDS OF SUCH MATURITY TO BE REDEEMED, TOGETHER WITH INTEREST TO THE REDEMPTION DATE, SHALL BE HELD BY THE PAYING AGENT SO AS TO BE AVAILABLE THEREFOR ON SUCH DATE, AND AFTER NOTICE OF REDEMPTION SHALL HAVE BEEN GIVEN IN ACCORDANCE WITH THE BOND ORDINANCE, THEN, FROM AND AFTER THE REDEMPTION DATE, THE AGGREGATE PRINCIPAL AMOUNT OF THIS BOND SHALL BE IMMEDIATELY REDUCED BY AN AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT THEREOF SO REDEEMED, NOTWITHSTANDING WHETHER THIS BOND HAS BEEN SURRENDERED TO THE PAYING AGENT FOR CANCELLATION. IN WITNESS WHEREOF, the City of Shreveport, State of Louisiana, acting as the governing authority, has caused this Certificate to be executed on behalf of the Issuer by his facsimile signature._________________________________________ Mayor Attest: ____________________________________ Clerk CERTIFICATE OF REGISTRATION This Certificate is one of the Certificates referred to in the within-mentioned Ordinance. REGIONS BANK, Baton Rouge, Louisiana,as Registrar Date of Registration: _______________ By: __________________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________ Please insert Social Security or other Identifying Number of Assignee, attorney or agent to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated:________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration or enlargement or any change whatever. STATEMENT OF INSURANCE ____________________________ Policy Number _________ (the “Policy”) with respect to payments due for principal of and interest on this Certificate has been issued by _______________________ (“Insurer”). The Policy has been delivered to The Bank of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from Insurer or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Bond acknowledges and consents to the subrogation rights of Insurer as more fully set forth in the Policy.* * * * * (FORM OF LEGAL OPINION CERTIFICATE - TO BE PRINTED ON ALL BONDS) I, the undersigned Clerk of the Council of the City of Shreveport, State of Louisiana, do hereby certify that the following is a true copy of the complete legal opinions of The Boles Law Firm, APC, and Jacqueline Scott & Associates, APLC, Bond Counsel, the originals of which were manually executed, dated and issued as of the date of payment for and delivery of the original Bonds of the issue described therein and were delivered to ____________________, _____________, Louisiana, representing the original purchaser, thereof. (Bond Printer Shall Insert Legal Opinions) I further certify that executed copies of the above legal opinions are on file in my office, and that executed copies thereof have been furnished to the Paying Agent for this Bond. (facsimile) Clerk of Council |
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