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HomeMy WebLinkAboutCertification of Partcicpation DOCUMENT >JAME: DOCUMENT TYPE: YEAR: } ~l OJ 9 BOX NUMBEF'.: 5 FILE NUMBER: NUMBER OF PAGES: Augusta Richmond GA C.ev-LfiCa+es od I '3~?5l 4x~ cf16vti C i [ZltJDn . . CLOSING TRANSCRIPT $1,705,000 Richmond County Public Facilities, IDe. Certificates of Participation (Augusta Golf Course Project) Series 1998 July 2, 1998 TERMS USED HEREIN: RCPF Richmond County Public Facilities, Inc. City Augusta, Georgia Trustee Regions Bank Binningham, Alabama Counsel to RCPF and the City Burnside, Wall, Daniel & Ellison Augusta, Georgia Special Counsel Hull, Towill, Nonnan & Barrett Augusta, Georgia IDOCUMENT NUMBE1L- BASIC DOCUMENTS 1. Warranty Deed from the City to RCPF 2. Trust Indenture by and between RCPF and Trustee 3. Public Purpose Installment Sale Agreement by and between RCPF and the City 4. Deed to Secure Debt and Security Agreement by and between RCPF and the Trustee 5. Limited Warranty Deed with Reverter from RCPF to the City . . DELIVERED BY RCPF AT CLOSING 6. Closing Certificate including the following exhibits: Exhibit A - Articles of Incorporation Exhibit B - Bylaws Exhibit C - Resolution of the Board of Directors 7. Authentication Request 8. Title Insurance Commitment and Policy 9. DCC Financing Statements 10. Certificate of Good Standing in the State of Georgia 11. Officer's Certificate As To 501(c)(3) Determination Letter 12. IRS Form 8038-G DELIVERED BY CITY AT CLOSING 13. City's Authorization Resolution 14. Closing Certificate 15. Non-Arbitrage Certificate 16. Designation of Authorized Augusta Representatives DELIVERED BY TRUSTEE 17. Certificate of Trustee LEGAL OPINIONS AND RELATED MATTERS 18. Opinion of Counsel to RCPF 19. Opinion of Counsel to City 20. Opinion of Special Counsel . . 21. 22. 23. 24. 25. MISCELLANEOUS Investment Letters of Certificate Purchasers Copies of Certificates of Participation Issued Form of Requisition Receipts for Certificates Summary of Public Hearing , I') ,~ r . . RJ/C.ITMQND COUNTl, GBtJ1i16lA I.i~~ 1iIkJU ~ T..x Pall $ )2f 7 Jd-..9o DaU. ~ 98JUL-2 PM 4:55 tea/~A'U/ (!,. E ,- " L^II"I' [' Jr ~1 =~~ 601 PAGE 2393.W'K D,"-';[;iiR~~R'f~u~T WARRANTY DEED .. ReILm To: Doug\eI D. BclcheIor Hull, TOIIlI. Nonnan , Barrell, P .c. P,O.1Iolc 1564 AuguIta. GA 30903-1564 STATE OF GEORGIA ;,1' , " /1' . , . I 1 /.' '. ; ,II f"l I " I . f I' ~I I I, . i'" ~ . I l r: '{ i J... \ . " . '-'. . I II I . )' J \. . " r I r RICHl\1:0ND COUNTY THIS INSTRUMENT is made as of the 1st day of June, 1998 between AUGUSTA, GEORG-IA, a consolidated government and a political subdivision of the State of Georgia . ("Grantor') and RICHMOND COUNTY PUBLIC FACILITIES, INC., a Georgia non-profit corpora1ion ("Grantee") (the terms Grantor and Grantee include their respective heirs, legal representatives, successors and assigns where the context hereof requires or permits). 'W!TNESSETH THAT: Grantor, for and in consideration of the sum ofTen and No/lOO Dollars ($10.00), and other good and valuable consideration, in hand paid at and before the sealing and delivery of these presents, the receipt, adequacy and sufficiency of which are hereby ackn.owledged by Grantor, has granted, bare~lned.rJ.:old"1 ~11!lconveyro, a."d by these-presents does n - . hereby grant, bargain, sell and convey llUto Grantee, -thercal-property described. in Exhibit ".I>:' attached hereto and by this reference incorporated.herein (the "Property"). TO ElA VE AND TO HOLD the above-described tract or parcel ofland, together with all and singular the rights, members and appurtenances thereot: to the same being, belonging or in any wise appertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE SIMPLE. AND, the Grantor will warrant and forever defend the right and title to the above- describl~ tract or parcel of land unto the Grantee against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year fir;st above written. Signed" sealed and delivered in the pre sence of: AUGUSTA, GEORGIA \.J)...A~~ . UnoffiGial Witness .':""~:';\""~::,.,, , ~~'~WI /~~. "';;~ . 0 ;" ..1"....',"..-.;..':>" .' ~l :{, ..~., ,;';.......No.' ~.Pub1ic :~.:::--,~.... O'\:..~.~ ,.,...~.... ~~' ~~,4z " ;:' :..'. ~i, .~: . /WA~hh- V' (' . ~": .... :~~:.- ~~ J.: I . : .~; : ~.. (") \ 6\1~ >~~~- \ _ \. ~/ ::. '. 0" U-l~ . , \ <'. ',;-:.~'.:".. :..,<,' " . 31 -', ':,0\\. '" .' olll.!....l "1\" ~' Mayor 'J"'l~.. .:,.' '.'.~; ., Clerk '''~:iI-''\''''''. '~. ,.' '., <'/i~ ':.:~; . ~J."I.. ': . ....~..}...:.:. ", ~, , 'j".(;,'-"!.t1>il..' .". "'fi~t'l-"~'~""" [S~~.'J!:;';\;)~~ ' .. I " '.,' , . . , ,'t. -:~", ~~.':.~~: :~. ~~.... I ~ ./..~. ;..' '.: ORIGINAL REEL '~fc2~E'O i':': .~.<:.....,:,:::. . REEL 601 PAGE 239~" i;,..).,.. .:.... . -' ( """,' WI P 10: 362710 . '. . , I:.. .. REEL 601 ~ 2394 EXHIBIT" A" WARRANTY DEED ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta.-Richmond County, Georgia, lying on the western side of Highland Avenue, containing. 142.00 acres, more or less, and being bounded as follows: On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book ltD, page 319 (the "Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which hi recorded in Realty Reel4lt, pages 1759-1764, in said Clerk's Office (the" Airport Property"). On the East, by the Airport Property and by the right-of-way of Highland Avenue. OIi the South, by the right-of-way of Damascus Road; and ~ . 1 On the West,_by the following tracts of land: (1) property of Garren and Nordmann; as shown on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George. L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta- Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle Property. REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complt~e and accurate description as to the metes, bounds and location of the subject property. THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richmond County, Georgia. SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject propel1y in a general north-south direction. GAl RICHMOND COUNTY CLERK SUPERIOR COURT FILED FOR RECORD 02 JUL 1998 AT 04:55PM RECORDED 02 JUL 1998 . . .. TRUST INDENTURE between RICHMOND COUNTY PUBLIC FACILITIES, INC. and REGIONS BANK, AS TRUSTEE Dated as of June 1, 1998 $1,705,000 Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 Evidencing Proportionate Interests of the Owners Thereof in Installment Payments to be Made by Augusta, Georgia Pursuant to a Public Purpose Installment Sale Agreement . . TABLE OF CONTENTS ~ ARTICLE I DEFINITIONS .. Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1. 02. Rules of Interpretation ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 ARTICLEll THE CERTIFICATES Section 2.01. Authorized Aggregate Principal Amount of the Certificates ..................... 8 Section 2.02. Issuance of Certificates; Form of Certificates ................................ 8 Section 2.03. Details of Certificates; Payment .......................................... 8 Section 2.04. Payment; Execution; Limited Obligation. . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . 8 Section 2.05. Maturity, futerest Rates and Interest Payment PrmosionsfoLCertificates. . '.' . '." . . . " ,9 Section -2:06. Authentication ...:..... ._,.. . . . : .'. . . . . . . . . . . . . . . . . . . . . . . ..' .'. . . . . . .. .... 10 . Section 2.07. Authorization; Issuance and Delivery of Certificates' . . . ','.;'-;-. .-~. . . '.., .'. . . ..;. .~. . . 10 Section 2.08. Mutilated, Lost, Stolen or Destroyed Certificates . . . . . . . . . . . . . . . . . . ... . . . . . . . . 11 Section 2.09. Transfer and Exchange of Certificates; Persons Treated as Owners. . . . . . . . . . . . . . . 12 Section 2.10. Destruction of Certificates ............................................. 13 ARTICLE ill REVENUES AND FUNDS Section 3.01. Payments Under the Installment Sale Agreement ............................ 14 Section 3.02. Creation of Funds and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.03. Application of Certificate Proceeds .......................................15 Section 3.04. Project Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 3.05. [Reserved] ......................................................... 16 Section 3.06. Certificate Payment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 3.07. Administrative Expense Payment Fund ....................................16 Section 3.08. Amounts Remaining in Funds and Accounts ................................16 Section 3.09. Reports ........................................................... 17 Section 3.10. Investment of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 3 .11. Other Payments ..................................................... 17 Section 3'.12. Amounts Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 3;.13 . Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE N REDEMPTION OF CERTIFICATES Section 4.01. Redemption Generally ................................................ 19 Section 4.02. Optional Redemption of the Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 . . Section 4.03. Mandatory Redemption of the Certificates ................................. 19 Section 4.04. Notice of Redemption ................................................ 19 Section 4.05. Certificates Due and Payable on Redemption Date; Interest Ceases to A.ccrue ............................................................... 20 Section 4.06. Partial Redemption of Certificates ....................................... 20 '10 ARTICLE V DISCHARGE OF TRUST INDENTURE Section 5.01 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 5.02 Discharge of Lien .................................................... 22 ARTICLE VI DEFAULT PROVISIONS AND REMEDIES Section 6.01. Defaults, Event of Default ............................................. 23 Section 6.02. Trustee's Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 .. -t. ARTICLE VII THE TRUSTEE Section 7.01. Acceptance of the Trusts ..............................................24 Section 7.02. Fees, Charges and Expenses of Trustee ................................... 25 Section 7.03. Intervention by Trustee ............................................... 26 Section 7.04. Successor Trustee ................................................... 26 Section 7.05. Resignation by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 7.06. Appointment of Successor Trustee by the Certificate holders; T(:mporary Trustee ........................................................ 26 Section 7.07. Concerning Any Successor Trustee ......................................26 Section 7.08. Appointment of Separate or Co-Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 7.09. Trustee Not Responsible for Obligations of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . 28 ARTICLE VITI MISCELLANEOUS Section 8.01. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 8.02. Rights of Certificate holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 8.03. Certificates Nonassessable and Fully Paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.04. Severability ......................................................... 30 Section 8.05. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.06. Payments Due on Saturdays, Sundays and Holidays .. . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.07. Security Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.08. Counterparts ....................................................... j 1 Section 8.09. Applicable Provisions of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Exhibit A - Fonn of Certificate . . TIllS TRUST INDENTURE dated as of June I, 1998, between RICHMOND COUNTY PUBLIC FACILITIES, INC., a not-for-profit corporation organized under the laws of the State of Georgia ('''RCPF"), and REGIONS BANK, a state chartered bank: and trust company, organized under the laws of the State of Alabama, and authorized to accept and execute trusts of the character herein set out, as Trustee (the "Trusteelt); .. WIT N E SSE T H: WHEREAS, RCPF is, simultaneously with the execution and delivery of this Trust Indenture, entering into a Public Purpose Installment Sale Agreement (the ItInstallment Sale Agreement"), dated the date hereof, with Augusta, Georgia ("Augusta"), with respect to the hereinafter described Project; and WHEREAS, Augusta has authorized the sale and delivery of the Richmond County Public Facilities, Inc., Certificates of Participation (Augusta Golf Course Project), Series 1998 (the ItCertificateslt) evidencing undivided and proportionate interests in the Installment Sale Agreement; . -- . - NOW.TIlEP..EFORE,-:.!'Ji.-!S TIU:rSTJ:~IDENTURE WI1:NESSETH: Thereis..hereby_ _ ~,_.~__. established by RCPF the P~chmond C01mty~PubiicFaci!ities, I&e:-Certificatca-cf.Participation (Augusta GolfC6urse Project), Series 1998 Tn..;st; and RCPF, simultaneously with the execution and delivery of this Trust Indenture, hereby sells, transfers, assigns, and otherwise conveys to the Trustee without recourse {but without limitation of its obligations in this Trust Indenture) all the right, title and interest ofRCPF in and to the Installment Sale Agreement, the Installment Payments and RCPF's interest in and to the Project (including the interest retained in the Reverter Deed), and the Funds and Accounts and monies on deposit in the Certificate Payment Fund. The Trustee acknowledges its acceptance, simultane:ously with the execution and delivery of this Trust Indenture, of all right, title, and interest in and to thl~ Installment Sale Agreement and the other items related thereto conveyed by RCPF and described. above and declares that the Trustee holds and will hold such right, title, and interest, upon the trusts set forth in this Trust Indenture. RCPF hereby represents, warrants, covenants and agrees as follows: (I) The Installment Sale Agreement constitutes the legal, valid and binding obligation of RCPF, enforceable in accordance with its terms; (2) RCPF has not pledged or otherwise encumbered any of the Installment Payments or other amounts derived from its rights under the Installment Sale Agreement, or any interests in the Project, I~Xcept as provided herein or in the Installment Sale Agreement; (3) The execution and delivery of this Trust Indenture and the issuance and sale of the Certificates does not conflict with or result in a breach of the terms, conditions or provisions of the articles of incorporation or bylaws ofRCPF or any restriction or any agreement or instrument to which RCPF is now a party or by which RCPF is bound, or constitute a default under any of the foregoing, or, except as set forth herein, result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any ofthe property or assets ofRCPF or upon the Project; . . (4) The Installment Sale Amount (as such term is defined in the Installment Sale Agreement) shall be fully funded contemporaneously with the execution and delivery of this Trust Indenture and the Installment Sale Agreement. THIS TRUST INDENTURE FURTHER WITNESSETH and it is expressly declared that all Certificates, issued hereunder are to be issued, authenticated, delivered and dealt with, and all s!id property h~:reby given, granted, bargained, aliened, remi~ released, conveyed, transferred, assigned, confirmed IUld set over and pledged is to be dealt with and disposed ot: under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed. 2 . . ARTICLE I DEFINITIONS Sedion 1.01. Definitions. In addition to the words and tenns elsewhere defined in this Trust Indenture and in the Installment Sale Agreement, the following words and terms as used in this Trust Indenture $hall have the following meanings unless the context or use indicates another or diffel'ent meaning or intent: "~,djusted Rate" means a rate of interest per annum equal to 95% of the United States Treasury Bond rate for five year maturities which shall be determined and set for each Adjusted Rate Period on October 1 immediately preceding the beginning of such Adjusted Rate Period; provided, however, that the Adjusted Rate shall never exceed 15% per annum. "l.djusted Rate Period" means each of the following time periods: January 1, 2004 through December 31,2008 January 1,2009 and thereafter _. "fJ dministrative Expense P~yment" shall.nave the meaning.ascribed thereto-i."l-the-lnstaUment-- -- Sale Agreement. "~.dministrative EJ<Pense P&yI11ent Fund" means the fund by that name created in Section 3.02. "~,dministrative EJ<Penses" shall have the meaning ascribed thereto in the Installment Sale Agreement. "~Lugusta" shall mean Augusta, Georgia, a county-wide government body politic and corporate and a political subdivision of the State of Georgia. "E:ond Counsel" means any recognized bond counsel reasonably acceptable to RCPF and the Trustee. "};:usiness Day" means any day excluding Saturday, Sunday and any day on which banks in Augusta, Georgia, or in such other city in which the principal corporate trust office of the Trustee is located are authorized by law or other governmental action to close. "{;ertificate P&yI11ent Fund" means the fund by that name created in Section 3.02. "{;ertificateholder" or "Holder" or "Owner" or "Owner of the Certificates" or "Holder of Certificatl~" means the registered owner of any Certificate. "rertificates" means the Certificates issued hereunder and any Certificates issued in replacement or exchange therefor pursuant to Section 2.08 or 2.09. "Closing Date" means the date of initial delivery of the Certificates. 3 . . "C1~" means the Internal Revenue Code of 1986 and the regulations proposed or promulgated thereunder.. "C1lmpletion Certificate" means a certificate delivered to the Trustee pursuant to Section 4.8 of the Installment Sale Agreement. .. "E~lent of Default" or "event of default" means, with respect to this Trust Indenture, those events of d,efault specified in and defined by Section 6.01, and, when used in reference to the Installment Sale Agreement, the meaning ascribed to such term in the Installment Sale Agreement. "EYent ofNon-A,ppropriation" shall have the meaning ascribed thereto in the Installment Sale Agreement. "EY.:llds and Accounts" means the funds and the accounts created pursuant to Section 3.02. "InstnIlment P&yn1ents" shall have the meaning ascribed thereto in the Installment Sale Agreement. "Installment Sale AmQ..Y.nt" shall hav~ the-mcaningascribea.thereto in the..InstalIment Sale Agreement. "In1l~rest Account" means the Interest Account created within the Certificate Payment Fund pursuant to Section 3.02. "lnt.!~rest P&yn1ent Date" means each June 30 and December 31, commencing December 31, , 1998, and allY date set for the redemption of the Certificates in whole. ":tiQ.tice Address" means, as to Augusta, the address given in the Installment Sale Agreement; and as to RCPF and the Trustee, the addresses set forth in Section 8.05 The terms "outstanding" and "Certificates outstanding" means all Certificates which have been duly authenticated and delivered by the Trustee, as the case may be, under this Trust Indenture, except: 1. Certificates canceled after purchase in the open market or because of payment at or redemption prior to maturity; or 2. Certificates in lieu of which others have been authenticated under Sections 2.08 or 2.09. "&IDnitted Investments" as applied to investments of moneys in all Funds and Accounts, means: (i) bonds, nCites, certificates of indebtedness, treasury bills, or other securities constituting direct obligations (If the United States of America or obligations the payment of the principal of and interest on which is unconditionally guaranteed by the United States of America; (ii) bonds, notes, debentures and other evidences of indebtedness issued by any agency or instrumentality of the United States of America which are lawful under applicable Georgia law; (ill) certificates of deposit or time deposits of 4 . . any state or national bank or trust company (including the Trustee if it meets the qualifications set forth herein), which said bank or trust company has deposits insured by the Federal Deposit Insurance Corporation if such certificates of deposit or time deposits are continually and fully insured by the Federal Deposit Insurance Corporation or continually and fully secured by the obligations described in clause (i) above; and (iv) the local government investment pool created in a.c.G.A. ~ 36-83-8. Investments may be made through repurchase agreements in direct obligations of the United Slates Government and obligations described in (ii) above with banks and other licensed dealers. Permitted Investments also shall include securities of or other interests in any no-load, open-end management type investment company or investment trust registered under the Investment Company Act of 1940, as from time to time amended, or any common trust fund maintained by any bank or trust company which holds such proceeds as trustee or by an affiliate thereof so long as: (a) the portfolio of such investment company or investment trust or common trust fund is limited to the obligations referenced in subsection (i) above and repurchase agreements fully collateralized by any such obligations; (b) such investment company or investment trust or common trust fund takes delivery of . - ~llch colhter$ll either directly or through an aut!::~ri.zed custodian; _ __ _ . _ _ ___'., _ __ _ _ _. _ . (c) such investment company or investment trust or-commontmst fun&is-managed so_as to maintain its shares at a constant net asset value; and (d} securities of or other interests in such investment company or investment trust or common trust funds are purchased and redeemed only through the use of national or state banks having corporate trust powers and located within the State. "f!~rson" means natural persons, firms, associations, corporations and public bodies. ".ere-Sale Cost Amount" means the amount so designated in Exhibit "A" to the Installment Sale Agreement, representing reimbursement for costs of the acquisition of portions of the Project incurred by Augusta prior to or on the Closing Date. "flrincipal Account" means the Principal Account created within the Certificate Payment Fund by Section 3.02, within which Account there shall be a Payment Subaccount and a Redemption Subaccount. "f;~" means the Project described in the Installment Sale Agreement. "f:rQject Fund" means the fund by that name created pursuant to Article 3.02. "froportionate" means, when used with respect to a particular redemption of a Certificate, an amount d(:tennined by multiplying the aggregate principal amount to be then prepaid on all the Certificat(:g times a fraction the numerator of which is the outstanding principal amount of such Certificat(: and the denominator of which is the then outstanding principal amount ofall Certificates. 5 . . "RCfE" shall mean the Richmond County Public Facilities, Inc., a Georgia not-for-profit corporation, and its successors and assigns. "~x>rd Date" means the fifteenth day of the month, whether or not a Business Day, preceding each Intere~:t Payment Date. .. "&:verter Deed" means the Reverter Deed referred to in the Installment Sale Agreement. "~;urity Deed" means the Deed to Secure Debt and Security Agreement of even date herewith by RCPF in favor of the Trustee with respect to the Project as security for payments on the Certificate. ".su~" means the State of Georgia. "Thw" means the trust created hereunder, the estate of which consists of the Installment Sale Agreement, the Installment Payments, RCPF's interest in the Project (including the interest retained in the Reverter Deed), moneys on deposit in the Funds and Accounts, and moneys on deposit in the Certificate :?ayment Fund (the "Trust Estate"). .--!IThlst Indenture" means this instrument as originally er.:eeuted or as-!t-may from time Jo.time-be__. amended or supplemented pursuant to Sa."1:ion 8.0-1 . "!.!ruted States Government Obligations" means direct obligations of the United States of America and obligations the timely payment of principal and interest on which is fully guaranteed by the United States of America. Section 1.02. Rules of Interpretation. For all purposes of this Trust Indenture, except as otherwise (:xpressly provided or unless the context otherwise requires: (a) "This Trust Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended pursuant to the applicable provisions hereof. (b) All references in this instrument to designated" Articles," "Sections" and other subdivisions are to be designated Articles, Sections and other subdivisions ofthis instrument as originally executed. The words "herein," "hereof," "hereunder," and "herewith," and other words of similar import refer to this Trust Indenture as a whole and not to any particular Article, Section or other subdilvision. ( c) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. (d) All accounting terms not otherwise defined herein have the meanings assigned to them in accorda:rlce with generally accepted accounting principles. (e) The terms defined elsewhere in this Trust Indenture shall have the meanings therein prescribed for them. 6 . . (f) Words of the masculine gender shall be deemed and construed to include correlative words of tl1,e feminine and neuter genders. (g) The headings used in this Trust Indenture are for convenience of reference only and shall not define or limit the provisions hereof. .. (h) Words in the singular include the plural and vice versa. (i) All other terms not defined herein which are defined in the Installment Sale Agreement shall have the meanings prescribed therefor in the Installment Sale Agreement. [END OF ARTICLE IJ 7 . . ARTICLE II THE CERTIFICATES Section 2.01. Autborized Ae&reJ:ate Princ:ipal Amount of the Certificates. No. Certificates may be issued under the provisio.ns o.fthis Trust Indenture except in accordance with this Article. The aggregate principal amo.unt o.f Certificates that may be issued and o.utstanding at any time is hereby expressly limited to. $1,705,000 (ather than tho.se issued pursuant to. Sectio.ns 2.08 and 2.09). Each Certificate nhall represent an undivided fractional interest in the estate held by the Trust; and the fractional interest represented by a Certificate shall be detennined by dividing the o.utstanding principal amo.unt o.f ~lUch Certificate by the aggregate aut standing principal amo.unt o.f all Certificates. Section 2.02. Issuance of Certificates: Form of Certificates. The Certificates shall be designated "Richmo.nd Co.unty Public Facilities, Inc., Certificates ofParticipatio.n (Augusta Golf Co.urse Pr~iect), Series 1998 n . The: Certificates shall be issuable in the amount of$5,000 o.r any integral multiple thereof as fully regist(:red certificates witho.ut coupo.ns. The Certificates shall be numbered fro.m R-1 " .'::-... -c.oI!secutively upward.. Th.e Certillcates-:;hall be)mb~tially in the farm seLfo.rtJdn Exhibit "Anhereto._ __ . with r,uGh appropriate va..-iations, omissio.n&-a.o::.d.insertions-s$are permitted o.r required by this Trust. ~ '- , .--- --L'ldenture, ;and may have endo.rsed thereon such legends or text as may be necessary or appropriate to. - confo.rm to. any applicable rules and regulatio.ns of any go.vernmental autho.rity o.r any usage o.r requirement o.flaw with respect thereto.. Section 2.03. Details of Certificates: Payment. Certificates authenticated prio.r to. the first Interest Payment Date shall bear interest fro.m the date of authenticatio.n. Certificates authenticated an o.r after the: first Interest Payment Date thereon shall bear interest fro.m the Interest Payment Date next preceding the date o.f the Trustee's authentication thereof: unless such date of authenticatio.n is an Interest Payment Date to. which interest an the Certificates has been paid in full o.r duly provided far, in which case they shall bear interest fro.m such Interest Payment Date; provided that if, as shawn by the records o.f the Trustee, interest an the Certificates shall be in default, Certificates shall bear interest from the date to. which interest has been paid in full an the. Certificates, or if no. interest has been paid an the Certificates, from the date o.f authentication o.f the Certificates. The principal o.f and interest on the Certifi(:ates shall be payable in any coin o.r currency afthe United States af America which an the respective dates o.f payment thereof is legal tender far the payment of public and private debts. Payment o.fthe principal o.fall Certificates shall be made upon the presentatio.n and surrender o.fsuch Certificates as the same shall become due and payable. Principal o.f and premium, if any, and interest an the Certificates shall be payable in the manner and to. the Owner as o.f the Record Date as specified in the farm o.f Certificates set fo.rth in Exhibit "A" hereto.. Section 2.04. Payment: Execution: Limited Oblieation. The Certificates shall be executed an behalf of the Trust with the afficial manual ar facsimile signature af an autharized o.fficer o.f the Trustee and attested with the o.fficial manual o.r facsimile signature o.f an autho.rized o.fficer o.f the Trustee and shall have impressed o.r printed thereon the corporate seal o.f the Trustee. In case any 8 . . officer whose signature or facsimile of whose signature shall appear on the Certificates shall cease to be such officer or member before the completion, authentication and delivery of such Certificates, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remaine:d in office until completion, authentication and delivery. THE CERTIFICATES DO NOT CREATE NOR CONSTITUTE, NOW OR IN THE" FUTURE, AN OBLIGATION OR DEBT OF RCPF, THE TRUSTEE, AUGUSTA, THE STATE OF GEORGIA OR ANY POLITICAL SUBDIVISION THEREOF (INCLUDING BUT NOT LIMITED TO AUGUSTA) OR ANY PUBLIC CORPORATION OR GOVERNMENTAL AGENCY EXISTING UNDER THE LAWS OF THE STATE OF GEORGIA; NOR SHALL THE CERTIFICATES CONSTITUTE THE GIVING, PLEDGING OR LENDING OF THE FULL FAITH AND CREDIT OF AUGUST A, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR ANY PUBLIC CORPORATION OR GOVERNMENTAL AGENCY EXISTING UNDER THE LAWS OF lHE STATE, BUT SHALL BE PAYABLE SOLELY FROM THE TRUST ESTATE. No n~urse shall be had for the payment of the principal or premium, if any, or interest on the Certificates for any claim based hereon or thereon or upon any obligation, covenant, or agreement -co..'1tained herein or the~in. against any past, present or future mem~er, coInIllissioll:er, mayor" o:ffic.er,- __-:.~._agent>direct()r or~Tllployee of the Trustee, RCPF or Augusta, or any member, commissioner,-may.or" officer, agent, director or employee ofariy successor ofthe-Trus1ee,.RC.lPF or Augusta, either personally or as such, either directly or through the Trustee, RCPF or Augusta, under any rule oflaw or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, commissioner, mayor, officer, agent, director or employee, as such personally is waived and released as a condition of any consideration for the execution of this Trust Indenture and the issuance of the Certificates. Section 2.05. Maturity. Interest Rates and Interest Payment Provisions for Certificates. (a) The Certificates shall mature in the amounts and on the dates set forth below, subject to adjustment as of January 1, 2004 and January 1, 2009 when there is an adjustment in the interest rate and the paymmt amounts for the Adjusted Rate Period are adjusted to provide for equal semi-annual payments of principal and interest as provided for in the Installment Sale Agreement: Principal Principal Payment Payment Date Amount Date Amount 12/31/1998 37,7623.62 6/30/2006 56,390.22 6/30/1999 39,442.08 12/31/2006 57,444.38 12/31/1999 39,766.62 6/30/2007 59,354.92 6/30/2000 41,276.48 12/31/2007 60,536.71 12/31/2000 41,912.29 6/30/2008 62,364.73 6/30/2001 43,671.54 12/31/2008 63,790.59 12/31/2001 44,178.16 6/30/2009 65,762.94 6/30/2002 45,959.49 12/31/2009 67,220.60 12/31/2002 46,564.51 6/30/2010 69,226.34 6/30/2003 48,369.18 12/31/2010 70,833.10 9 . . Principal Principal Payment Payment .. Date Amount Date Amount 12/31/2003 49,078.03 6/30/2011 72,874.04 6/30/2004 50,730.52 12/31/2011 74,637.83 12/31/2004 51,720.52 6/30/2012 76,681.86 6/30/2005 53,575.30 12/31/2012 78,644.10 12/31/2005 54,508.29 6/30/2013 80,760.92 (b) The Certificates shall bear interest from the date of authentication hereof through December 31, 2003 at the rate offive and eighteen one-hundredths percent (5.18%) per annum, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed fifteen (15%) percent per annum, calculated on the basis of a 360-day year of twelve 30-day months, payable in arrears semi- annually on June 30 and December 31 of each year (each an "Interest Payment Date"). (c) Each Certificate shall, except as provided in this Section, bear interest from the Interest Payment Da.te next preceding the date of authentication of such Certificate to which interest on the Certificates has been paid, unless (i) such date of authentication is an Interest Payment Date to which interest has been paid, in which case from such Interest Payment Date, or (ii) no interest has been paid on the Certificates, in which case from the date of authentication of the Certificates. Section 2.06. Authentication. The Certificates shall not be valid or obligatory for any purpose or entitled to any benefit under this Trust Indenture unless and until a certificate of authentication on such Certificate substantially in the appropriate form hereinabove set forth shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon any such Certificate nhall be conclusive evidence that such Certificate has been authenticated and delivered under this Trust Indenture. The certificate of authentication on any Certificate shall be deemed to have been executed by the Trustee if signed by an authorized officer or signatory of the Trustee, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Certificates. Secltion 2.07. Authorization: Issuance and Delivery of Certificates. Upon the execution and delivery of this Trust Indenture, the Trustee shall execute, authenticate or cause to be 10 . . authenticat1ed, and deliver the Certificates to, or upon the order of, RCPF as hereinafter in this Section provided. Prior to the release by the Trustee of any of the Certificates, there shall be filed with the Trustee: .. (a) An opinion of counsel to Augusta to the effect that: (i) the Installment Sale Agreement has been duly authorized, executed and delivered by Augusta in accordance with all applicable local charters, ordinances and regulations; (ii) the execution, delivery and performance of the Installment Sale Agreement does not conflict with, or constitute a default under, any applicable charter, ordinance, resolution or any agreement or other instrument to which Augusta is. a party or by which it is bound; and (ill) an amount not less than the Minimum Annual Appropriated Amount (as set forth in the Installment Sale Agreement) for calendar year 1998 shall have been appropriated by all requisite action and in aCC(J1rdance with applicable law; (b) A fully executed copy of the Installment Sale Agreement; (c) An opinion ofRond Counsel,.in r~!iance on the...opinions-described in (a) above, as to_ the-matters set. forth therein, to i:he effect-that - (i) The Installment Sale Agreement constitutes a valid and binding obligation of Augusta and RCPF, enforceable in accordance with its terms and payable out of annually appropriated revenues of the Lessee; (ii) The Trust Indenture has been duly authorized, executed and delivered and is valid and binding upon the Trustee and RCPF; (ill) The Certificates have been duly authorized, executed and delivered and evidence valid and binding proportionate interests in and rights to receive payments of Installment Pa)ments; (iv) With certain exceptions and conditions set forth therein, the portion of Installment Payments payable by Augusta under the Installment Sale Agreement which is designated as interest, as provided in the Installment Sale Agreement, is excludable from gross income for federal income tax purposes under the Code and is exempt from State of Georgia income tax under existing statutes; and (d) Such other documents, certificates and opinions as may be required by Bond Counsel. Sedion 2.08. Mutilated. Lost. Stolen or Destroyed Certificates. If any certificate is mutilated, I.ost, stolen or destroyed, the Trustee shall execute and authenticate a new Certificate of the same date and denomination as that mutilated, lost, stolen or destroyed; provided that in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any lost, stolen or destroyed Certificate, there shall be first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with an indemnity satisfactory to 11 . . them. In tbe event any such Certificate shall have matured or been called for redemption, instead of issuing a duplicate Certificate, the Trustee may pay the same. The Trustee may charge the owner of such Certifil:ate with his reasonable fees and expenses in connection with replacing any Certificate mutilated, lost, stolen or destroyed. SecHon 2.09. Transfer and Exchanee of Certificates: Persons Treated as Owners:' The Trustee shall keep books for the transfer of the Certificates as provided in this Trust Indenture. A Certificate should be purchased only by an "Accredited Investor" as that term is defined by Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. No official statement or other offering document has been prepared or executed in connection with the issuance of the Certificates. The Certificates shall not be transferred if the transfer would void the exemption contained in Securities and Exchange Commission Rule 15c2-12(d)(I)(i), the exemption from the continuing disclosure requirements of the Securities and Exchange Commission Rule 15c2-12(b)(5) or any similar rules or statutes in effect at the time of such transfer. Upon surrender for transfer of any Certificate at the principal office of the Trustee, duly endorsed for transfer or accompanied by an assigmnent duly executed by the registered owner or his attorney duly authorized in writing, and if required by the Trustee, an opinion of counsel satisfactory to the Trustee iliat the limitations on tranefer herein set forth have.been complied with, the Trustee shall execute on_ - ---- : behalf of the Trust a.'ld.the Trustee shall authenticate and the Trustee shall deliver in the-name'ofthe -- transferee or transferees a new Certificate or Certificates for a.like.aggregate principal amount as those surrendered. The Trustee shall also maintain as part of the books for the transfer of the Certificates a record of th€: unpaid principal amount under each outstanding Certificate. The person in whose name any Certificate shall be registered shall be deemed and regarded for all purposes as the absolute owner thereoffor all purposes, and payment of or on account of the principal of or interest on any Certificate shall be made only to or upon the written order of the registered owner thereof or his legal representative and neither RCPF nor the Trustee shall be affected by any notiC4~ to the contrary, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums paid. The Trustee shall require the payment by any Certificateholder requesting exchange or transfer of a sum sufiicient to cover any tax or other governmental charge required to be paid with respect to such exchange or transfer. If for any reason the Trustee does not have a sufficient amount of printed forms of Certificates available to perform its duties hereunder, the Trustee may have more of such forms printed in any number deemed reasonable, the cost thereof to be paid by Augusta. Notwithstanding the foregoing, following an Event of Non-Appropriation, the Trustee shall not be required to register any transfer of a Certificate unless there is submitted to the Trustee an opinion of counsel satisfactory to the Trustee to the effect that such transfer is pursuant to a registration of the Certificate under the Securities Act of 1933 and applicable blue sky laws or an applicable exemption therefrom. 12 . . Section 2.10. Destruction of Certificates. Whenever any outstanding Certificate shall be delivered to the Trustee for cancellation pursuant to this Trust Indenture, upon payment of the principal amount thereof or for replacement or transfer or exchange pursuant to the terms hereof: such Certificate shall be canceled and shall be destroyed by the Trustee. [END OF ARTICLE II] .. 13 . . ARTICLE ill REVENUES AND FUNDS SecHon 3.01. Payments Under the InstSllllment Sale Agreement. The payments made under the Installment Sale Agreement shall be applied as follows: (i) Excess in PrQject Fund. Following the Completion Date, excess funds in the Ptbject Fund shall be applied as set forth in Section 3.04(d) hereof and Sections 4.4(a)(I) and 4.8 of the Installment Sale Agreement~ (ii) Principal P&YJTlents. Basic Payments made pursuant to Section 4.4(a)(2) of the Installment Sale Agreement shall be deposited into the Payment Subaccount of the Principal Account of the Cert~ficate Payment Fund~ (ill) Termination Payments. A Termination Payment made pursuant to Section 4.4(a)(3) of the Installment Sale Agreement shall be deposited into the Redemption Subaccount of the Principal Account of the Certificate Payment Fund~ (iv) Supplel'!lental Pavments. The payments made..;mrsuant to S~ion 4.4( a)( 4) of the. Installment Sale Agreement shall be deposited i..'lto the-l'lterest Account of the Certificate Payment Fund~ (v) Administrative Expense. The Administrative Expense Payments made pursuant to Section 4.4(a)(7) of the Installment Sale Agreement shall be deposited into the Administrative Expense Payment Fu.nd~ (vi) Prep&YJTlent of Basic Payments. The prepayment of Basic Payments made under the provisions of Section 4.5(c) of the Installment Sale Agreement, ifany, shall be deposited into the Redemption Subaccount of the Principal Account of the Certificate Payment Fund~ (vii) Liquidation Proceeds. Upon receipt, Liquidation Proceeds and any other amounts realized upon an Event of Default under the Installment Sale Agreement shall be deposited into the Redemption Subaccount of the Principal Account of the Certificate Payment Fund. Secltion 3.02. . Creation of Funds and Accounts. There are hereby established the following Funds, Accounts and Sub accounts to be held by the Trustee: (a) a Project Fund for Augusta~ (b) a Certificate Payment Fund to be held by the Trustee and within such fund~ (i) an Interest Account~ and (ii) a Principal Account, and within such account a Payment Subaccount and a Redemption Subaccount~ and . ( c) an Administrative Expense Payment Fund for Augusta. 14 . . Sedion 3.03. Application of Certificate Proceeds. The net proceeds of the sale of the Certificates shall be applied as follows: (a) There shall be deposited into the Project Fund the sum specified in Exhibit" A" to the Installment Sale Agreement; (b) There shall be deposited into the Interest Account of the Certificate Payment FUnd the accrued interest on the Certificates) if any; (c) There shall be paid to Augusta the Pre-Sale Cost Amount; and (d) The balance of the proceeds shall be applied by the Trustee (or paid directly from " proceeds by the purchaser of the Certificates) at the written direction of Augusta to payment of costs incurred in connection with the issuance of the Certificates) including, but not limited to) initial or acceptance fees and expenses of the Trustee) legal) accounting) financial (including compensation to underwriters)) rating agency fees and expenses) recording and filing fees) fees and expenses ofRCPF) costs of title insurance) printing and engraving) and other fees and C03tS in connection therewith. S~ltion 3,04. Pr\>>ject Fucrl. - - .. - - (a) Earnings on amounts on deposit in the Project Fund shall be credited to_'such Fund. (b) Prior to any disbursement from the Project Fund) there shall be filed with the Trustee a requisition nigned by the Authorized City Representative in the form specified in the Installment Sale Agreement. (c) Subject to the requirements of Section 3. 04(b) and the applicable provisions of the Installment Sale Agreement) moneys in the Project Fund shall be disbursed for the acquisition and construction of the Project to pay any amount requisitioned to) or upon the order of, Augusta upon receipt by the Trustee of the items specified in Section 4.2 of the Installment Sale Agreement. (d) Following the earlier of (i) the third anniversary of the Closing Date) or (ii) the delivery of a CompI(:tion Certificate) investment of amounts in the Project Fund shall be restricted to an investment yield not in excess of the yield on the Certificates) unless Augusta shall furnish the Trustee with an opi1:~on of Bond Counsel that such yield restriction is not required. Yields shall be determined as required in Section 148 of the Code. Following the delivery ofa Completion Certificate all moneys on deposit in the Project Fund shall be applied in accordance with the provisions of Section 4.8 of the Installment :;ale Agreement. (e) Upon an Event of Non-Appropriation or any other termination of the Installment Sale Agreement (whether pursuant to the exercise by Augusta of its option to prepay Basic Payments and terminate thl~ Installment Sale Agreement, the exercise of remedies upon an Event of Default or otherwise) c.r upon an Event of Default under the Installment Sale Agreement requiring the surrender of the Proje<:t to the Trustee pursuant to Section 8.4 of the Installment Sale Agreement, the Trustee shall immediately upon any such event transfer all amounts on deposit in the Project Fund to the Redemption Subaccount of the Principal Account of the Certificate Payment Fund. 15 . . (f) So long as no Event of Non-Appropriation or Event of Default occurs under the Installment Sale Agreement, moneys on deposit in the Project Fund shall be subject to the beneficial interest of Augusta as provided herein and in the Installment Sale Agreement. Section 3.05. [Reserved] Section 3.06. Certificate Payment Fund. Principal of and premium, if any, on the .. Certificates;. whether at maturity or pursuant to redemption, shall be paid from amounts on deposit in the Principal Account of the Certificate Payment Fund and interest on the Certificates shall be paid from amounts on deposit in the Interest Account of the Certificate Payment Fund. To the extent practicable, amounts on deposit in the Certificate Payment Fund may be invested by the Trustee in its sole discreti.on in Permitted Investments. If moneys in the Certificate Payment Fund cannot be invested in Pennitted Investments so as to assure timely payment on the Certificates, such moneys shall remain uninvested. Section 3.07. Administrative Expense Payment Fund. (a) The Trustee shall bill Augusta annually for Administrative Expenses. Ifat any time dUFJ}g-a calendar year the- Truste~ :-hal! ha.ve detennined that the aggregate amount ofAdminist~ve- --Expense-Payments deposited to date and to be deposited in AuguBta~s :Administrative Ex-psasePaymeat -'_ Fund is or will be less than Augusta's kdministrative Expenses for the then current calendar year and any other known payments due under Section 5.4 of the Installment Sale Agreement during the then current calendar year, then the Trustee shall bill Augusta so as to assure as nearly as is practicable amounts sufficient in the Administrative Expense Fund to make the payments required to be made from such Fund during the calendar year. If on December 31 of any year the aggregate amount of Administrative Expense Payments or other payments deposited in Augusta's Administrative Expense Payment Fund exceeds Augusta's Administrative Expenses and any other payments due under Section 5.4 of the Installment Sale Agreement for the Installment Sale Agreement Year then ended, then such excess amO:Llnt shall be credited to Augusta's Administrative Expense Payments and other payments due under Section 5.4 of the Installment Sale Agreement for the next calendar year. (b) The Trustee shall disburse such amounts in the Administrative Expense Payment Fund to the persc'ns entitled to such amounts pursuant to the bills submitted in accordance with this Trust Indenture. [f at the time any amount is due hereunder and moneys are insufficient to pay all amounts then due, then the fees and expenses shall be paid in the following order of priority: (i) Regularly scheduled fees due under this Trust Indenture; and (ii) Other fees, expenses or costs payable under this Trust Indenture. (c) Notwithstanding the foregoing, expenses incurred by the Trustee for the account of Augusta, for example, expenses associated with the restriction of yield on Augusta's funds or accounts, may be billed by the Trustee to Augusta. Secltion 3.08. Amounts Remainina: in Funds and Accounts. Any amounts remaining in any fund created hereunder after full payment of the Certificates and any amounts owing to the Trustee or 16 . . RCPF pursuant to this Trust Indenture or the Installment Sale Agreement shall, after such full payment or provisioI11 shall have been made, be distributed by the Trustee to Augusta. Section 3.09. Reports. The Trustee shall furnish semi-annually as of June 30 and December 31 to Auguftta and RCPF, a report on the status of each of the Funds and Accounts within Funds - established under this Article ill which are held by the Trustee, showing at least the balance in each such Fund or Account, the total of deposits to and the total of disbursements from each such Pbnd or Account, thl~ dates of such deposits and disbursements, and the Funds and Accounts to and from which such disbursements and deposits have been made. Section 3.10. Investment of Funds. (a) Except as provided in Section 3.05 hereof: moneys in the Funds and Accounts hereunder shall be continuously invested to the fullest extent practicable but only in Pennitted Investments. Augusta shall direct in writing the investment of all moneys, but in the absence of such written direction the Trustee may, but shall not be required to, make such investments in clause (i) of the definition of Permitted Investmenl~ in Section 1.01-. lQvestments shall be_made so as..to mature..on or prior to the date or dates thaLmoneys theFefh,m-are-a.'1ticipated t.Q..b.e.required~__The Trustee may trade with jtselfin the purchase and sale of securities for such investment. If the Trustee complies withthe-- ", ---- provisions of this Section 3.10, any investment losses shall be borne by the Fund or Account in which the lost moneys had been deposited. The Trustee shall sell and reduce to cash a sufficient amount of such investments in the respective Fund or Account whenever the cash balance therein is insufficient to pay the amount required to be paid therefrom. (b) If an amount shall be hel~ in a Project Fund from and after the third anniversary of the issuance of the Certificates, the Trustee shall invest such amount only in (i) obligations described in Section 103 of the Code (excluding "private activity bonds," as defined in Section 141 of the Code) or (ii) securities for which there is an established market, including U.S. Treasury Obligations, State and Local Government Series and for which market price is paid, such securities to have a yield of 0% per annum unless the Trustee receives an opinion of Bond Counsel to the effect that investment at a higher rate will not cause any of the Certificates to become "arbitrage bonds" within the meaning of Section 148 of the Code and will not otherwise adversely affect the exclusion of interest on the Certificates from gross inlx>me of the holders thereof for federal income tax purposes. Secti()n 3.11. Other Payments. Any payments made under the Installment Sale Agreement which are received by the Trustee which are not otherwise provided for in this Trust Indenture shall be received by the Trustee for the benefit of the party with respect to whom such payment was made as provided in the Installment Sale Agreement, and be immediately transferred by the Trustee to the appropriate recipient. Section 3.12. Amounts Held in Trust. All moneys received by the Trustee under the provisions of this Trust Agreement shall be trust funds under the terms hereof for the benefit of the holders of all Certificates and shall not otherwise be subject to lien or attacrunent of any creditor of RCPF or Augusta. Such moneys shall be held in trust and applied in accordance with the provisions of this Trust Indmture. 17 . . Section 3.13. Valuation. In computing the amount in any Fund or Account held under the provisions of this Trust Indenture (except for purposes of complying with Section 148 of the Code), obligations purchased as an investment of moneys therein shall be valued at the cost or market price thereof: whichever is lower, exclusive of accrued interest.. Where market prices for obligations held hereunder are not readily available, the market price for such obligations may be determined in such manner as the Trustee deems reasonable. [END OF ARTICLE llI] 18 ... . . ARTICLE IV REDEMPTION OF CERTIFICATES Section 4.01. Redemption Generally. (a) Optional Redemption. Upon deposit of moneys into the Redemption Subaccount of the Principal Account of the Certificate Payment Fund pursuant to Section 3.01(vii), the Trustee m-tall proceed to call the Certificates (or portions thereot) for redemption pursuant to Section 4.02, in the aggregate principal amount of the deposit into the Redemption Subaccount of the Principal Account of the Certifi<:ate Payment Fund in the manner hereinafter set forth so as to effect a redemption of Certificate:i on the next Interest Payment Date. (b) MandatoI)' Redemption. Upon deposit of moneys into the Redemption Subaccount of the Principal Account of the Certificate Payment Fund pursuant to Section 3.01(vii) giving rise to a mandatory redemption pursuant to Section 4.03(a) and the outstanding Installment Sale Amount relating thereto, the Trustee shall proceed to call Certificates (or portions thereof) for redemption in the manner he:reinafter set forth. In such event, Certificates shall be called for redemption in a principal amount equal to the Installment Sale Amount with respect to which the Event of Non-Appropriation or the Event of Default occurred. Sedion 4.02. Optional Redemption oftbe.Certificaks....--The C~rtificates are subject to optional n;:demption as a result of the exercise of certain purchase options of Augusta set forth in Section 4.5(c) of the Installment Sale Agreement from the prepayment by Augusta of Basic Payments and other amounts, on any Interest Payment Date, in whole or in part, at the principal amount thereof plus accmed interest to the redemption date. Sedion 4.03. Mandatory Redemption of the Certificates. (a) Non-Appropriation or Default. The Certificates are subject to mandatory redemption by the Trustee in whole, after termination of the Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as defined in the Installment Sale Agreement). The Trustee may establlish such additional dates for the payment of portions of the redemption price as may be appropriate, taking into consideration the dates when amounts available to pay portions of the redemption price are available. Interest on the Certificates shall cease to accrue on the date of any such redemption. If such redemption is to be made following the occurrence of an Event of Non- Appropriation as provided above, the Trustee shall give prompt notice to the Owners of the Certificat(:s of such fact. (b) Redemption Price. The redemption price for all redemptions pursuant to this Section 4.03 shall be equal to the principal amount being redeemed plus accrued interest to any date on which the Certificates are scheduled to be redeemed. Section 4.04. Notice of Redemption. When redemption is authorized or required pursuant to this Article IV, the Trustee shall give notice of the redemption of the Certificates to the Owners of the Certificates. Such notice shall specify: (a) that the Certificates or a designated portion thereof are to be redeemed, (b) the date of notice and the date of redemption, (c) the method of payment, and (d) descriptive information regarding the Certificates including the dated date, interest rate, and stated 19 . . maturity date. Such notice shall further state that on the specified date there shall become due and payable upo:n each Certificate the portion of the principal amount of such Certificate to be redeemed, together with interest accrued to said date, and that from and after such date, provided that moneys therefor have been deposited with the Trustee, interest with respect thereto shall cease to accrue and be payable. The Trustee shall take the following actions with respect to such notice of redemption:" (a) Notice of redemption shall be given by mailing, first class, postage prepaid, at least thirty and not more than sixty days prior to said redemption date, copies thereof to the Owners of the Certificates. Neither any defect in the mailing of such notice to any Owner or the notices provided in (a) hereof nor the failure of any Owner to receive such notice or of any other party to receive the notices provided in (a) hereof shall affect the validity of the proceedings for the redemption of the Certificates or portions thereof of any Owner who received such notice. (b) Redemption of the Certificates shall be permitted at any time so long as funds for such redemption are irrevocably deposited with the Trustee prior to rendering notice of redemption to the Certificateholders, or in the alternative, the notice expressly states that such redemption is subject to the deposit offunds with the Trustee. Secition 4.05. Certificates Due smd Payable on Redemption Date: Interest Ceases to Accrue. On the redemption date the principal amount of each Certificate to be redeemed, together with the pn:mium, if any, and accrued interest thereon to such date, shall become due and payable; and from and after such date, notice having been given and moneys available solely for such redemption being on deposit with the Trustee in accordance with the provisions of this Article IV, then, notwithstanding that any Certificates (or portion thereof) called for redemption shall not have been surrendereC~ no further interest shall accrue on such Certificates or the portions thereof called for redemption. From and after such date of redemption (such notice having been given and moneys available solely for such redemption being on deposit with the Trustee), the Certificates (or portions thereof) shall not be deemed to be Outstanding hereunder, and the Trust shall be under no further liability in respect thereof Section 4.06. Partial Redemption of Certificates. (a) If the Certificates are to be redeemed in part pursuant to Section 3.01(vii), such redemption shall be Proportionate among all Certificates; and each of the Certificates shall be redeemed by its Proportionate share. If the Certificates are to be redeemed in part pursuant to Section 3.01(vi), the Trustee: shall prorate the principal amount of Certificates to be prepaid among all owners (for this purpose all Certificates registered in the name of the same owner shall be aggregated and treated as a single Certificate held by such owner) of the Certificates in proportion to the principal amount of such Certificate~: registered in the name of each such registered owner. The Trustee shall then designate the particular Certificates or portions thereof of the principal amount so prorated to each such registered owner whic;h are to be prepaid; provided, however, that in any such pro-rating pursuant to this paragraph lthe Trustee shall, according to such method as it shall deem proper in its discretion, make such adjustments by increasing or decreasing by not more than $5,000 the amount which would be allocable 0 n the basis of exact proportion to anyone or more registered owners of Certificates as may 20 . . be necessary to the end that the principal amount of the Certificates so pro-rated shall be in each instance $5,000 or an integral multiple of$5,000. (b) Upon surrender of any Certificate called for redemption in part only, the Trustee shall execute and the Trustee shall authenticate and deliver to the registered owner thereot: a new Certificate or Certificates in an aggregate principal amount equal to the unredeemed portion of the Certificate surrendered. .. [END OF ARTICLE IV] 21 . . ARTICLE V DISCHARGE OF TRUST INDENTURE SediOD 5.01. Termination. The respective obligations and responsibilities ofRCPF and the Trustee cre<lted by this Trust Indenture and the Trust created by this Trust Indenture shall terminate upon the payment to the Certificateholders of all amounts required to be paid to them pursuant to this 'frust Indenture. All remaining trust property, if any, shall be distributed to Augusta. .. Sect:ioD 5.02. Discharge of Lien. (a) If there is paid or provision for payment is made as provided in paragraph (b) below, to or for the Certificateholders, all amounts required to be paid on the Certificates, including redemption premium, if any, in the manner stipulated in the Certificates and in this Trust Indenture, and all Administra1ive Expenses due or to become due to and including the date of discharge of this Trust Indenture, llnd if no Event of Default exists under the Installment Sale Agreement, then all rights and obligations ofRCPF and the Trustee under this Trust Indenture will terminate and be of no further force and e:ff'ect and the Trustee will cancel and discharge the Security Deed and the Installment Sale Agreement and reconvey, release and assign to Augusta all title and interest in and to the Project, ex~pt that the Tiustee shall maintain amounts-50 required. to be paid under the.Certificates... - (b) The Certificates will be deemoo to be paid when (1). there has b~en irrevocably deposited with Trustee, in trust and irrevocably set aside exclusively for such payment when due and payable obligations of the type set forth in clause (i) of the definition of Permitted Investments which are not callable prior to their maturity and which mature and bear interest in such amounts and at such times as win provide such amounts and at such times as will insure the availability of sufficient moneys to make the payments described in paragraph (a) above when due and payable, and all necessary fees, compensati.on and expenses of the Trustee pertaining to the Certificates; (2) the Trustee has received a verificatioI1I report with respect to the sufficiency of amounts described in clause (1), by a verifier acceptable to the in form and substance satisfactory to the Trustee; and (3) the Trustee has received an opinion of Bond Counsel, rendered to the Trustee, to the effect that all of the requirements of this 'frust Indenture and the Installment Sale Agreement for the making of provision for payment of the Certificate:. as contemplated hereby have been complied with. [END OF ARTICLE V] 22 . . ARTICLE VI DEFAULT PROVISIONS AND REMEDIES Sedion 6.01. Defaults. Events of Default. The occurrence of any of the following events shall constitute an "Event of Default" under this Trust Indenture: (a) Any failure by Augusta to deliver to the Trustee any amounts required to be so" delivered by Augusta under the terms of the Installment Sale Agreement; or (b) The occurrence and continuance ofan "Event of Default" as such term is defined in the Installment Sale Agreement, Section 6.02. Trustee's Remedies. When any Event of Default hereunder has occurred and is continuin~~ the Trustee shall have all the rights and remedies with respect to the Trust Estate as the Seller has under the pertinent provisions of the Installment Sale Agreement and as are provided for in the Installment Sale Agreement, subject to the restrictions and limitations therein provided. [END OF ARTICLE VI] 23 . . ARTICLE vn THE TRUSTEE Section 7.01. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it by this TlUst Indenture, and agrees to perform said trusts, but only upon and subject to the following express tenus and conditions: .. (a) The Trustee, prior to the occurrence ofan Event of Default and after the curing ofall Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specific illy set forth in this Trust Indenture. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Trust Indel1lture, and use the same degree of care and skill in their exercise, as a reasonable man with fiduciary obligations would exercise or use under the circumstances in the conduct of such fiduciary affairs. (b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel -- n_ {'.ol1cerning.~J1 matter&"Qf.tmst hercofandthe dntiea.hereunder, 8nd.may in.alLcasespa}Uluch-h_ -__,._ reasonable .compensation to all such attoffiey.&,agents,-receivers and employees as may'reasonably,b~ -~ employed in connection with the trusts hereof The Trustee may rely upon the opinion or advice of any' attorneys (who may but need not be the attorney or attorneys for RCPF) approved by the Trustee in the exercis(: of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice. (c) The Trustee shall not be responsible for any recital herein, in the Installment Sale Agreement, or in the Certificates (except in respect to the certificate of the Trustee endorsed on the Certificates), or for the validity of the execution by RCPF of this Trust Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Certificates issued herelmder or intended to be secured hereby. (d) The Trustee shall not be accountable for the use of any Certificates authenticated or delivered h(~reunder. The Trustee may become the owner of Certificates secured hereby with the same rights which it would have if not the Trustee. ( e) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Trust Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the registered owner of any Certificate, shall be conclusive lmd binding upon all future owners of the same Certificate and upon Certificates issued in exchange tberefor or in place thereofe (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled in good faith to rely upon a certificate signed by an authorized officer ofRCPF or Augusta as sufficient evidence of the facts therein contained and prior to the occurrence ofa default of which the Trustee has knowledge, or is deemed to 24 . . have noti~: pursuant to Section 7.01(e), shall also be at liberty to accept a similar certificate to the effect that ,any particular dealing, transaction or action is necessary or expedient, but may, at its discretion :;ecure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an authorized officer ofRCPF or Augusta under its st~ to the effect that a resolution in the fonn therein set forth has been adopted by RCPF or Augusta, as applicable, as conclusive evidence that such resolution has been duly adopted, and is in.full force and e:ffect. .. (g) The pennissive right of the Trustee to do things enumerated in this Trust Indenture shall not, unless otherwise provided herein, be construed as a duty and it shall not be answerable for other than its gross negligence or willful default. (h) At any and all reasonable times, the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right to inspect any and all of the books, papers and records ofRCPF or Augusta pertaining to the revenues, receipts and payments under the Installment Sale Agreement and the Certificates, and to take such memoranda from and in regard thereto as may be desired. - (i) .The Trustee shall not be required to giv..e any_bond_OLsurety in.respccLofthe execution _ - '- of the said trusts and powers or otherwise in respect of the premises. c- ~ _-- - .-. G) Notwithstanding anything elsewhere in this Trust Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Certificates, the withdrawal of any cash, or any action whatsoever within the purview of this Trust Indenture, any showings, l:ertificates, opinions, appraisals or other infonnation, or corporate action or evidence thereot: in addition to that by the tenns hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right ofRCPF to the authentication of any CertificateH, the withdrawal of any cash, or the taking of any other action by the Trustee. (k) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law or hereunder. The Trustee shall not be under any liability for interest on any moneys received hereunder except such as may be agreed upon pursuant to the tenns hereof (I) No provision of this Trust Indenture shall require the Trustee to expend or risk its own funds or otherwise risk any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (m} Except as set forth in this Trust Indenture, the Trust and the Trustee on its behalf shall not have power to incur indebtedness or engage in other activities. Sedion 7.02. Fees. Cbarges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances, counsel fee:s and expenses and other expenses reasonably made or incurred by the Trustee in connection with such services, but solely from payments made or to be made by Augusta under the 25 . . Installment ~;ale Agreement and deposited into the Administrative Expense Payment Fund. The Trustee shat[ have no lien on the Installment Payments. Sectilon 7.03. Intervention by Trustee. In any judicial proceeding to which RCPF or Augusta is a party and which, in the opinion of the Trustee and its counsel, might have a material bearing on the interests of owners of the Certificates, the Trustee may intervene on behalf of the Certificate holders, and shall do so if requested in writing by the owners of at least twenty-five percent (25%) of tht: aggregate principal amount of Certificates then outstanding. Sectiion 7.04. Successor Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer any portion of it:; corporate trust business and assets relating to this Trust Indenture, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become successor Trustee hereunder and vested with all of the title to the trust estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the palties hereto, anything herein to the contrary notwithstanding. "--.- Se~tiion 7.05. .!t("..sienai!!)D hy. Tn.Jst~__-ThgJ!1.!stee_~O{La(!y_successor Tru,'rt~ may at any _ ~ -time resign from the trusts hereby createdby:givingthirty day,,' written notice ey-r-egistered-er-certified- mail to RCP:F and to Augusta and by United StatesmaiJ, postage prepaid, to the registered Owner of each Certificate and such resignation shall take effect upon the appointment of a successor Trustee pursuant to Section 7.06 and the acceptance of such appointment by such successor. Sectiion 7.06. Appointment of Successor Trustee by the Certificate holders: Temporary Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in the course of diBsolution or liquidation or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the owners of a majority in aggregate principal amount of all Certificates then Outstanding hereunder, by an instrument or concurrent instruments in writing signed by such owners, or by their attorneys in fact, duly authorized and a copy of which shall be delivered personally olr sent by registered mail to RCPF and to Augusta. Nevertheless, in case of such vacancy, RCPF may a.ppoint a temporary Trustee to fill such vacancy until a successor to the Trustee shall be appointed by the Certificate holders in the manner above prescribed; and any such temporary Trustee so appointed shall immediately and without further act be superseded by any Trustee so appointed by such Certificate holders. Notice of the appointment of a successor Trustee shall be given in the same manner as provided by Section 7.05 hereof with respect to the resignation ofa Trustee. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or commercial bank with tmst powers in good standing having a reported capital and surplus of not less than $25,000,000, if there be such an institution willing, qualified and able to accept the Trust upon reasonable or customary terms. In the event a successor Trustee has not been appointed by the Owners of Certificates or has not accepted an appointment within sixty days of the resignation of the Trustee, the Trustee may petition a court of competent jurisdiction to appoint a successor Trustee. Sectiion 7.07. Concemine Any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its or his predecessor and also to RCPF an instrument ill writing accepting such appointment hereunder, and thereupon such successor, without 26 . . any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request ofRCPF, or of the successor Trustee, execute and deliver an instrument transferring to such successor Trustee all the estat~ properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities, moneys, documents and other property held by it as the Trustee hereunder to its or his successor hereunder. Should any instrument in writing from RCPF be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor any and all such instruments in writing shall, on request, be executed, acknowledged and delivef(:d by RCPF. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed or recorded by the successor Trustee in each recording office where this Trust Indenture shall have been filed or recorded. The successor Trustee shall at all times be a commercial bank having trust powers or a trust company. Section 7.08. Appointment of Separate or Co-Trustee. It is the purpose of this Trust -- - - -- .-Inc~!!t'.:retb~t there sb...all.-he..m) violatkm..of.any present or ..futclre law of any.jurisdiction-(inclllding..:...:-~~_ .... particularly .the '.aw ofJ.he Stato) denying-orrcstricting-theright ofbaI"~1cing corporations or associations s. ..:;,_ to transact-business as.the Trustee in such jurisdiction. In view of the foregoing, the Trustee is hereby - given the power to appoint an additional individual or institution as a separate or co-trustee in the following circumstance: In case of litigation under this Trust Indenture or the Installment Sale Agreement, and in particular in the case of enforcement thereof on default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein grant(:d to the Trustee or hold title to the properties, in trust, and as herein granted, or take any other action which may be desirable or necessary in connection therewith, the Trustee may appoint an additional individual or institution as a separate or co-Trustee. In the event that the Trustee appoints an additional individual or institution as a separate or co- Trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Trust Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co- Trustee but only to the extent necessary to enable such separate or co-Trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-Trustee shall run to and be enforceable by either of them. Should any instrument in writing from RCPF or Augusta be required by the separate or co- Trustee so ap'pointed by the Trustee for more fully and certainly vesting in and confinning to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by RCPF or Augusta. In case any separate or co- Trust~:, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-Trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment ofa new Trustee or a ~:uccessor to such separate or co-Trustee. 27 . . Section 7.09. Trustee Not Responsible for Obli2ations of the Trust. The Installment Sale Agreement:iliall be the property of the Trust, and not of the Trustee personally. The Trust, but not the Trustee penlOnally, shall be responsible and liable for any levies, liens and encumbrances on the Project that are the :)Ubject of the Installment Sale Agreement and for any charges or taxes (local, state or federal) impl;)sed upon the sale, purchase, possession, ownership or use thereof Without limiting the generality of the foregoing, in no event shall the Trustee personally be responsible for sales or use, ad valorem or other taxes with respect to the Installment Sale Agreement or the Project subject to-the Installment Sale Agreement. [END OF ARTICLE VII] 28 . . ARTICLE vrn MISCELLANEOUS Sec:tion 8.01 . Amendment. This Trust Indenture may be amended from time to time by RCPF and 1he Trustee, and the Trustee may from time to time consent to the amendment of the Installment Sale Agreement, without the consent of any of the Certificate holders, to qualify tM's Trust Indenture under the Trust Indenture Act of 1939, to cure any ambiguity, to correct or supplement any provisions in this Trust Indenture or the Installment Sale Agreement that may be inconsistent with any other provi:tions in this Trust Indenture or the Installment Sale Agreement, as the case may be, or to add any oth.er provisions with respect to matters or questions arising under this Trust Indenture or the Installment Sale Agreement, as the case.may be, that shall not be inconsistent with the provisions of this Trust Indenture or the Installment Sale Agreement, as the case may'be; provided, however, that such action shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any Certificateholder. This Trust Indenture and the Installment Sale Agreement may also be amended from time to time with the consent of the owners of not less than fifty-one percent of the aggregate outstanding cprificipal amount of Certificates, ffif the.p"!.!r.pose.of-adding. ~proll.isio!1..s_to_Qr changing in any manner ..-..-- or el.imi...ati.ng any of the provisions of this Trust Indmture orthe-lnsi...lJ.ment-Sale Agreement-or of --,_ _ modifying in any manner the rights of the-owners of not less than fifty-one percent of the aggregate outstanding principal amount of Certificates; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount ot: or accelerate or delay the timing of, collections of Installment Payments or distributions that are required to be made on any certificate or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the registered owners of all Certificates. Promptly after the execution of any such amendment or consent, the Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of Certificate holders under this Section 8.01 to approve th(: particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificate holders shall be subject to such reasonable requirements as the Trustee may prescribe. Secltion 8.02 . Rights of Certificate holders. The death or incapacity of any Certificateholder shall not operate to terminate this Trust Indenture or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations, and liabilities of the parties to this Trust Indenture or any of them. Anything in this Trust Indenture to the contrary notwithstanding, the holders of a majority in aggregate principal amount of the Certificates then outstanding shall, upon providing to the Trustee security and indemnification satisfactory to the Trustee, have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions 29 . . of this Trust Indenture; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Trust Indenture. Section 8.03 . Certificates Nonassessable and Fully Paid. Certificate holders shall not be personally liable for obligations of the Trust, the fractional undivided interests represented by the Certificates nhall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and Certificates upon authentication thereof by the Trustee are and shall be deemed fully paid. Section 8.04 . Severability. If any provision of this Trust Indenture shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein or therein contained or render the same invalid, inoperative or unenforceable to any extent whatever. Section 8.05. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or ce11ified mail, postage prepaid, or sent by telegram or telex, addressed to the parties as follows: RCPF: Richmon.d County Publie:Eacilities, Inc. cl.o Burnside, Wall, Daniel, Ellison & Revell. 454 t'Tfeene Street Augusta, Georgia 30901 Attention: Mr. James B. Wall , - -\00-.... . Trustee: Regions Bank Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 8.06 . Payments Due on Saturdays. Sundays and Holidays. In any case where the date of payment of principal of or interest on the Certificates or the date fixed for redemption of any Certificates shall be other than a Business Day, then such payment, redemption or purchase shall be made on the succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or the date fixed for purchase. Section 8.07 . Security Interest. It is intended by the parties hereto that the transfer and assignment by RCPF to the Trustee hereunder of the Installment Sale Agreement and other assets conveyed hereunder shall be absolute and RCPF shall not retain any right, title or interest whatsoever in any thereof; provided however, if and to the extent under applicable law RCPF shall be deemed to have retained any legal or equitable right, title or interest therein or thereto, RCPF hereby transfers, conveys, releases and relinquishes the same in favor of the Trustee and, in the alternative, grants, to and creates in favor of the Trustee a security interest therein. RCPF hereby relinquishes any and all rights it may have to any surplus under Article 9, Section 502 of the Uniform Commercial Code of Georgia, and the 30 . . Trustee hereby agrees that RCPF shall not be liable for any deficiency pursuant to that section, if that section is applicable to the transactions contemplated hereby. Section 8.08 . Counterparts. This Trust Indenture may be simultaneously executed in several counterparts, I~ch of which shall be an original and all of which shall constitute but one and the same instrument. Section 8.9. Applicable Provisions of Law. This Trust Indenture shall be governed by and construed in accordance with the laws of the State. IN WJITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC., has caused these presents to be signed in its name and on its behalfby its President and attested by its Secretary and its seal to be hereunto affixed; and the Trustee, to evidence its acceptance of the trusts created hereulllder, has caused this Trust Indenture to be executed in its name by its duly authorized officers and its corporate seal to be hereunto affixed and duly attested, all as of the day and year first above written. [END OF ARTICLE VIll] Signed, sealed and delivered in the presence of: RICHMOND COUNTY PUBLIC FACILITIES, INC. ~~ Unofficial itness~ N~(d~ ~ C:APrn.,~r.r> p~ &;d'N..f' [NOTARIAL SEAL] 7),,19~ 31 . . Signed, sealed and delivered in the presence of: REGIONS BANK, as Trustee d...-lJP.I7"al ':Arnm&d Unofficial 'Nitness -k(..ft~ Notary Public "'I "...., '-1' J~ :11"1' ~''''''= ~ ""= r> """",,';;'I oiw'. \.J-.....," WI ..\SLi. .:..1<11:"1 '.r...~-ty.t'1~', ;, ?~:1:-.'.r By: ~~~ Aut rized'Officer Attest: By: Oa;e:.u~~....~-,/ ~ ~~-.J Authorized Officer . [NOTARIAL SEAL] [BANK SEAL] ;. 32 . . EXHIBIT" A" (Form of Certificate) ... LEGEND: THIS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D PROMULGATED BY THE SECURITIES EXCHANGE CUMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER OFFERING DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION WITH THE ISSUANCE OF THIS CERTIFICATE. THIS CERTIFICATE SHALL NOT BE TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAlNED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12(d)(I)(i), THE EXEMPTION FROM THE CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12(b)(5) OR ANY SIMll..ARRULES OR STATUTES IN EFFECT AT THE TIME OF SUCH TRANSFER. RICHMUND COUNTY PUBLIC F ACn,ITIES, INC. CERTIFICATE OF PARTICIPATION (AUGUSTA GOLF COURSE PROJECT), SERIES 1998 , .... .- -- ... Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the "Installment Sale Agreement") Between Augusta, Georgia and Richmond County Public Facilities, Inc. Maturity ]~ Dated Date Number Registered Owner: Initial Principal Amount: Initial Interest Rate: TEllS CERTIFIES THAT the principal amount of this Certificate less principal redemptions thereof will be paid in lawful money of the United States of America to the registered owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth in the Tmst Indenture and the final payment of principal upon surrender of this Richmond County Public Fll.cilities, Inc. Certificate of Participation (Augusta Golf Course Project), Series 1998 (this "Certificate") on the Maturity Date shown above or on such earlier date or dates as herein described, with interest on said sum from the Interest Payment Date next preceding the date of authentication A-I . . hereof (unless the authentication date is an Interest Payment Date or prior to the first Interest Payment Date, in which case it shall bear interest from such authentication date) at the Initial Interest Rate set forth above as the same may be adjusted as hereinafter provided payable on the Interest Paym~t Dates, subject to the provisions hereof respecting redemption before maturity. This Certificate is one of the duly authorized Certificates issued in the aggregate principal amount of $1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust") established under, and :;ubject to the terms, provisions and conditions of, a Trust Indenture, dated as of June 1, 1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc., (the "RCPF") and Regions Bank, as trustee (the "Trustee"), to which Trust Indenture the owner of this Certificate by virtue of the acceptance hereof assents and by which each such owner is bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in writing to the Trustee at its principal corporate trust office in . This Certificate represents a fractional undivided interest in a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement") between RGPF and Augusta, Georgia ("Augusca'9 dated"aS of June 1, 1998, and the Installment Payments (as defined in the Instai1'1l.ent Sale Agreement) to be made--~heteunder, a portion of which constitutes principal and redemption premium (if any) and a portion of which constitutes interest. The fractional interest represented by this Certificate is determined by dividing the outstanding principal amount hereunder by the outstanding principal amount of all Certificates under the Trust Indenture. The Installment Sale Agreement is to be administered pursuant to the Trust Indenture. The Installment Payments under the Installment Sale Agreement will constitute currently budgeted expenditures of Augusta. Augusta's obligations to make payments under the Installment Sale Agreement shall be from year to year only and shall not constitute a mandatory payment obligation of Augusta in any calendar year beyond the then current calendar year. The Installment Sale Agreement does not create a general obligation of Augusta within the meaning of any constitutional debt limitation and does not directly or indirectly 'Jbligate Augusta to make any payments beyond those appropriated in the sole discretion of Augusta fj:>r any calendar year in which the Installment Sale Agreement shall be in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year, and the taxing power of Augusta i:; not pledged directly or indirectly or contingently to secure the Installment Payments. The Certificates are issuable in the amount of $5,000 or any integral multiple thereof, in fully registered form dated the Dated Date set forth above. Certificates may be transferred and exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the limitations and condition,:; provided in the Trust Indenture. The final principal installment of this Certificate is payable, at the Maturity Date shwon above, upon the presentation and surrender thereof, at the corporate trust office of the Trustee and payment of the interest with respect to this Certificate and the semi-annual prinicpal installments shall be made by A-2 2 e e the Trustee on each Interest Payment Date to the person appearing as the registered owner thereof as of the close of business on the Record Date by check mailed to such registered owner at its address as it appears o:n the registration books maintained by the Trustee or at such other address as is fuQIished in writing to the Trustee, as registrar. The Record Date shall be the fifteenth day of the month preceding eilch Interest Payment Date. Interest is payable in arrears on June 30 and December 31 of each year, commencing December 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business Day, on the next succeeding Business Day (each such day being an "Interest Payment Date"). This Certificate :;hall bear interest at the Initial Interest Rate per annum shown above through December 31, 2003, and tnereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed 15% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the United States Treasury Bond rate for five (5) year maturities which shall be determined and set for each Adjusted Rate Period on October 1 immediately preceeding the begining of such Adjusted Rate Period. Adjusted Rate Period means the time period from January 1, 2004 through December 31,2008 and from January 1,2009 and thereafter. .. Intt:rest and the semi-annual priniipal installments due to any holder of Certificates in an aggregate principal amount of$1,000,000 or more will be paid, upon the request of any such holder delivered to the Trustee at least five Business Days prior to the due date of such payments, by wire transfer to an account designated by such holder. Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all supplements thereto for a description of the nature and extent of the Trust Estate, the rights, duties and obligatiom. ofRCPF, the Trustee and Augusta, the rights of the holders of the Certificates, the issuance of the Certificates, and the terms on which the Certificates are or may be issued and secured, and to all the provisions of which the holder hereof by the acceptance of this Certificate assents. Any term used in this Certificate as a defined term but not defined in this Certificate shall have the meaning assigned to such tenn in the Trust Indenture or the Installment Sale Agreement. Reference:; herein to the Certificate Payment Fund and the accounts therein shall be to the Certificate Payment Fund and the accounts therein established under the Trust Indenture. No recourse shall be had for the payment of the principal of, or interest on this Certificate or for any claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer, director, trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through the Trustee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or employee of any successor of the Trust<::e, RCPF or Augusta, either personally or in such capacity under any rule oflaw or equity, A-3 3 . . statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, commissioner, mayor" officer, director, trustee, agent or employee, as such, is hereby expressly waived and released as a condition of any consideration for the execu,tion of the Trust Indenture and the issuance of this Certificate. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under applicable law and under the Trust Indenture precedent to and in the issuance of this Certificate, ,~xist, have happened and have been performed, and that the issuance, authentication and delivery of this Certificate have been duly authorized. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the certificate of authentication hereon shall have been duly executed by the Trustee. The Certificates are subject to extraordinary optional redemption in whole or in part upon the occurrence' of cenain events described in Section 5.3 of the Installment Selie Agreement .~ ,- .. ,~---,("Extraordjnary Purchase Option") and are othern-ise.subject to.optional redemption~'LI:-luntary .' Purchase Option") as a result ofthe exercise of certain purchase options of Augusta set forth in Section 4.5(c) of the Installment Sale Agreement from prepayments made by Augusta of Basic Payments (as defined in the Installment Sale Agreement) and other amounts, on any Interest Payment Date, at the principal amount thereof plus accrued interest to the redemption date, The Certificates are subject to mandatory redemption in whole, after termination of the Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as defined in the InstalIment Sale Agreement). The Trustee shall apply to the payment of the redemption price any amounts deposited from time to time in the Certificate Payment Fund with respect to which the Event .ofNon-Appropriation or Event of Default occurred. The Trustee may establish such additional dates for the payment of portions of the redemption price as may be appropriate, taking into consideration the dates when amounts available to pay portions of the redemption price are available. Amounts available to pay the redemption price may be insufficient, and the holders of the Certificates shall have no recourse for any such insufficiencies. Interest on the Certificates shall cease to accrue on the date orany such redemption. The Certificates are subject to mandatory redemption in whole or in part on any Interest Payment Date from, and to the extent of, amounts deposited in the Redemption Subaccount of the Principal Account of the Certificate Payment Fund. The redemption price for all redemptions shall be equal to the principal amount being redeemed plus accmed interest to any date on which the Certificates are scheduled to be redeemed. A-4 4 . . Iftbe Certificates are to be redeemed in part following an Event of Default or an Event of Non- Appropriatkm, such redemption shall be proportionate among all Certificates and each of the Certificates shall be redeemed by its proportionate share. For each Certificate, "proportionate~means an amount determined by multiplying the aggregate principal to be redeemed on all the Certificates times a fraction the numerator of which is the outstanding principal amount of such Certificate and the denominator of which is the outstanding principal amount of all Certificates. If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase Option or a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be redeemed among all owners in integral multiples of$5,000 in the manner set forth in the Trust Indenture. In the event the Certificates or portions thereof are called for redemption as aforesaid, notice thereof identifYing the Certificates or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days and not more than sixty days prior to the date fixed for redemption to the registered owner of each Certificate at his address as the same shall last appear upon the registration bOOKS~ Failure to give such notice by mailing to any Certificateholder or any'defect therein, shall not affect the v~ity bf the redemption of ariy other Certificate~:. Upon the giving of notice, if sufficient funds available solely for redemption are on deposit with the Trustee, the Certificates or portions thereof so called for redemption cease to bear interest on and after the specified redemption date. GENERAL PROVISIONS The term "Business Day" shall mean any day excluding Saturday, Sunday and any day on which banks in Augusta, Georgia or in such other city in which the principal corporate trust office of the Trustee is located are authorized by law or other governmental action to close. Interest hereon shall be computed on the basis ofa 360-day year of twelve thirty-day months. Subject to the provisions of the legend set forth at the top of this Certificate and the provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the Trustee, and upon payment of the charges and subject to the conditions provided in the Trust Indenture. Upon such transfer a new Certificate or Certificates for the same aggregate principal amount of Certificates will be issued to the designated transferee or transferees. The Trustee 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 A- 5 5 . . account ot: principal hereof and interest due hereon and for all other purposes, and the Trustee shall not be affected by any notice to the contrary. .. The Trustee will not be required to (i) transfer or exchange this Certificate during the period of fifteen days next preceding any day upon which notice of redemption of such Certificate is to be made or (ii) transfer or exchange any such Certificate after the giving of notice calling such Certificate for redemption. To the extent permitted by, and as provided in, the Trust Indenture, modifications or amendment. of the Trust Indenture or the Installment Sale Agreement, may be made in certain circumstances by the Trustee and RCPF without the consent of Certificate holder and in other instances upon the consent in writing of the owners of not less than fifty-one percent in aggregate principal amount of the Certificates then outstanding. IN 1WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC. has caused this Certificate to be executed in its mime arid on its behalf by the manual or facsimile signature ofan authorized officer of the Trustee and the corporate seal of the Trustee to be hereunto affixed by A-6 6 . . facsimile or actual impression and attested to by the manual or facsimile signature of an authorized officer of th(~ Trustee, all as of the year and day first above written. .. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF P ARTICIP ATION (AUGUST A GOLF COURSE PROJECT), SERlES 1998 TRUST By: REGIONS BANK, as Trustee By: Its Authorized Officer Attest: Its Authorized Officer [BANK SEAL] CERTIFICATE OF AUTHENTICATION TIll:) Certificate is one of the Certificates described in the within-mentioned Trust Indenture. Date of Authentication: July ,1998 Regions Bank, AS TRUSTEE By: Amhorized Signatory FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [please insert name and Social Security or other identifying number of assignee] the within Certificate and all rights thereunder, and hereby irrevocably constitutes. and appoints attorney, to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. The undersign{:d certifies that it has complied with the restrictions set forth in the investment letter executed A-7 7 . . by the undemigned at the time of its purchase of this Certificate and the legend set forth at the beginning of this Certificate, and that the transferee has delivered to the Trustee an investment letter in substantially the same form as executed by the undersigned at the time of its purchase of the .. Certificate. 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. Signature Guaranteed By: [End of Form ofCertificateJ A- 8 8 - e PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT Dated as of June 1, 1998 between the RICHMOND COUNTY PUBLIC FACILITIES, INC., as Seller and AUGUSTA, GEORGIA as Purchaser As set forth in Section 7.1 hereof: the interest of the Seller in this Public Purpose Installment Sale Agreement and the Instalhnent Payments described herein have been assigned to Regions Bank, as Trustee, under a Trust Indenture, dated as of June 1, 1998, between the Seller and the Trustee, and are subject to the security interest of the Trustee. e e TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND EXHIBITS Section 1. 1. Definitions and Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.2. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ . . . . . . . . . 4 ARTICLE IT REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2..1. Representations, Covenants and Warranties of Augusta ..................... 5 Section 2.2. Representations, Covenants and Warranties ofRCPF . . . . . . . . . . . . . . . . . . . . . . . 8 ARTICLE ill SALE OF THE PROJECT Section 3.1. Sale of the Project ................................................ 10 Section 3.2. Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE IV DEPOSIT OF CERTIFICATE PROCEEDS; AGREEMENT TO ACQUIRE, CONSTRUCT AND EQUIP THE PROJECT; TERMINATION OF INSTALLMENT SALE AGREEMENT; I~ST ALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION Section 4.1. Deposit of Certificate Proceeds ...................................... 12 Section 4.2. Acquisition and Construction of Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.3. Term of Agreement ............................................... 14 Section 4.4. Payments ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 4.5. Title to the Project; Purchase Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 4.6. Covenant as to Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 4.7. Payments for Project; Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 4.8. Establishment of Completion Date .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS Section S.l. Maintenance, Taxes and Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section S.2. Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20 e e Section 5.3. Insurance~ Destruction or Damage to Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 5.4. Administrative Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 5.5. Environmental Representations and Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ARTICLE VI DISCLAIMER OF W ARRANTIES~ INDEMNIFICATION Section 6.1. Disclaimer of Warranties ........................................... 25 Section 6.2. Augusta's Right to Enforce Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 6.3. Release and Indemnification Covenants ................................ 25 Section 6.4. Indemnification of Trustee ............................ . . . . . . . . . . . . . . 26 Section 6.5. Certain Indemnifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 6..6. Limitation ...................................................... 26 ARTICLE VII SUCCESSORS, ASSIGNMENT, PLEDGING, SALE, AND AMENDMENT Section 7.1. Assignment by RCPF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 7.2. No Assignment by Augusta~ Leasing .................................. 27 Section 7.3. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 ARTICLE VIII EVENTS OF DEFAULT, NON-APPROPRIATION AND REMEDIES Section g.1. Events of Default Defined .......................................... 29 Section g.2. Remedies on Default and Non-Appropriation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section n.3. Non-Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section B.4. Surrender of the Project. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section B.S. No Remedy Exclusive ............................................. 31 Section 8.6. Agreement to Pay Attorneys' Fees and Expenses ......................... 31 Section 8.7. No Additional Waiver Implied by one Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 ARTICLE IX MISCELLANEOUS Section 9.1. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 9.2. Binding Effect~ Assignment ......................................... 32 Section 9.3. Severability ..................................................... 32 Section 9.4. Amendments, Changes and Modifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 9.5. Further Assurances and Corrective Instruments .......................... 33 e e Section 9.6. Execution in Counterparts .......................................... 33 Section 9.7. Applicable Law .................................................. 33 EXIllBIT A - Basic Terms; Minimum Annual Appropriated Amount EXIllBIT B - Description of Project EXHIBIT C - Form of Limited Warranty Deed e e PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT TIUS PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT (this "Agreement"), dated as of June 1, 1998, by and between Richmond County Public Facilities, Inc., a Georgia non- profit corporation ("RCPF"), as seller and its successors and assigns, and Augusta, Georgia, a body politic and corporate and a political subdivision of the State of Georgia, as purchaser (Augusta"); WITNESSETH WHEREAS, Augusta is a duly and validly organized and existing county-wide government which is a body corporate and politic and a political subdivision under and by virtue of the Constitution and laws of the State of Georgia, including specifically Ga. L. 1995, p.3648, Ga.L. 1996 p.3607, and Ga. L. 1997, p.4024, and p.4690; and \'\'HEREAS, Augusta has the power, pursuant to the laws of the State of Georgia, including particularly Section 36-60-13 of the Official Code of Georgia Annotated, to enter into purchase, lease purchase or installment purchase contracts to finance the acquisition of real or personal property and the constlUction of improvements on real property; and VVHEREAS, Augusta has determined that it is in its best interest to purchase the hereinafter described Project from RCPF pursuant to the terms and conditions hereinafter set forth; and \VHEREAS, the obligation of Augusta to make payments hereunder shall be payable only from funds lawfully appropriated by Augusta for such purpose and shall not constitute a pledge of the full faith and credit of Augusta within the meaning of any constitutional debt limitations; and \VHEREAS, the taxing power of Augusta is not and may not be pledged in any way directly or indire<:tly or contingently to secure any moneys due under this Agreement; and VVHEREAS, RCPF and Augusta have duly authorized the execution and delivery of this Agreement; and VVHEREAS, the term of this Agreement expires June 30,2013, subject to Augusta's right to terminate this Agreement effective as of each December 31 during the term of this Agreement; and ~VHEREAS, at the request of Augusta, RCPF proposes to authorize the sale and delivery, pursuant to the hereinafter described Trust Indenture, of Certificates of Participation (Augusta Project), Series 1998 (the "Certificates") evidencing undivided and proportionate ownership interests in this Agreement and the Installment Payments to be made by Augusta hereunder; and 'VlIEREAS, RCPF has agreed to cause to be deposited into the hereinafter described Project Fund moneys for the acquisition, construction and installation of the Project; e e NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions and Rules of Construction. Unless the cqntext otherwise requires, the capitalized tenns used herein shall, for all purposes of this Agreement, have the meanings specified herein or in the Trust Indenture. Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa. The terms "hereby," "hereof:" "hereto," "herein," "hereunder" and any similar terms, as used in this Agreement, refer to this Agreement as a whole. "~,dministrative Expense Payment" means the payment or payments of Administrative Expenses itO be made by Augusta, subject to adjustment from time to time, as provided in the Trust Indenture. "b.dministrative Expenses" means (i) the fees and expenses of the Trustee, if any, and the reasonable fees and expenses of the attorneys therefor and (ii) all reasonable fees and expenses of RCPF's attorneys. "b.greement" or "Installment Sale Agreement" means this Installment Sale Agreement. "lmthorized Augusta Representative" means initially Larry E. Sconyers as the representative and Charles R Oliver as the alternate, and thereafter means that person at the time designated to act on behalf of Augusta by written certificate furnished to the Trustee containing the specimen signature of such p'~rson and signed on behalf of Augusta by its Mayor. "Hasic Payments" means the principal payments designated as such in Exhibit A to this Installme:nt Sale Agreement. "Certificate Payment Fund" means the fund of that name created under the Trust Indenture and into which the Installment Payments due hereunder are deposited, which fund has an Interest Account and a Principal Account, and within the Principal Account there shall be a Payment Subaccount and a Redemption Subaccount. "Closing Date" means the date of initial execution and delivery of the Certificates. "Completion Certificate" means a certificate described in Section 4.8. "(~ompletion Date" means that date determined in accordance with Section 4.8. 2 e e ".oDst of Issuance Amount" means the amount set forth as such in Exhibit II All attached hereto and incorporated herein. "Event of Non-Appropriation, " as described in Section 8.3 hereof, means a non-renewal of this Agre4~ment for an Installment Sale Yearby Augusta, determined by (i) Augusta's failure to appropriatf~, by December 1 of the immediately preceding Installment Sale Year, the Minimum Annual Appropriated Amount, or (ii) actual notice on or prior to December 31 of such immediately preceding Installment Sale Year from Augusta to the Trustee that Augusta will not renew this Agreement for the following Installment Sale Year. IIBCEEII means Richmond County Public Facilities, Inc. and its successors and assigns. 1l1Ilstallment Payment or lmrtallment P&yments" means the Basic Payment and the Supplemental Payment, which are the principal component of and the interest component of the Installment Payments are described in Exhibit" A" hereto. IlIIlStallment Sale Amountll means the amount set forth as such in Exhibit II All attached hereto and incorporated herein, less an amount equal to the principal amount of Certificates retired as a result of (i) Basic Payments made by Augusta and deposited into the Principal Account of the Certificate Payment Fund, (ii) Liquidation Proceeds attributable to this Agreement deposited into the Principal Account of the Certificate Payment Fund, (iii) transfers from the Project Fund into the Principal Account of the Certificate Payment Fund, (iv) prepayments of Basic Payments paid by Augusta which are deposited into the Principal Account of the Certificate Payment Fund, and (v) the Termination Payment, if any, deposited into the Principal Account of the Certificate Payment Fund. IIInstallment Sale Yearll means a calendar year or portion thereof within the Term of this Agreement. IIInterest Payment Datell means each June 30 and December 31, commencing December 31, 1998. "l.,iQJ.1idation Proceeds" means net proceeds after deduction of collection expenses received by the Tmstee in connection with enforcing any of the remedies hereunder after the occurrence of an Event IDfNon-Appropriation or Event of Default which has not been waived or cured. 1I111inimum Annual Appropriated Amountll for any Installment Sale Year means: the sum of (i) Administrative Expenses; (n) the Basic Payments coming due in such Installment Sale Year as set forth in tbis Agreement; (iii) the Supplemental Payments coming due in such Installment Sale Year as set fortJil in this Agreement; (iv) the Termination Payment; and (v) any amounts owing or expected to come due during the Installment Sale Year pursuant to Section 5.1(c). 1I1're-Sale Cost Amountll means the amount so designated on Exhibit IIAII attached hereto and representing the portion of the Installment Sale Amount allocated to pay the cost of the acquisition by RCPF from Augusta of the Project and any improvements thereon at the Closing Date, and to be disbursed to Augusta on the Closing Date. 3 e e "f1~" means the Project, land, buildings and facilities described in Exhibit B. "Bieverter Deed" means the limited warranty deed in the form attached hereto as Exhibit "c" to be delivered pursuant to Section 3.1 hereof. "S!ecurity Deed" means the Deed to Secure Debt and Security Agreement of even date herewith firom RCPF to the Trustee. "S!~" means, prior to the Closing Date, RCPF and its successors and assigns and, subsequent to the Closing Date, the Trustee, acting for and on behalf of the Trust. ",Sj~" means the State of Georgia. "SJlpplemental Payments" means the interest payments designated as such in Exhibit "A" to this Installment Sale Agreement. "T1erm" shall have the meaning specified in Section 4.3 hereof "Termination Payment" means that payment required to be made by Augusta pursuant to Section 4.4(a)(3) of this Agreement upon an Event of Default or an Event of Non-Appropriation, in such amou.nt as set forth in Exhibit "A" to this Agreement. "I1Ll.!S1" shall have the meaning specified in the Trust Indenture. "IJust Indenture" means the Trust Indenture of even date herewith to be executed by RCPF and the TIUstee pursuant to which the Certificates will be executed and delivered, as amended or supplemented. "IJ~" means the Trustee at the time serving as such under the Trust Indenture, whether the original. or a successor Trustee. . Regions Bank is the original Trustee under the Trust Indenture. Seetion 1.2. of, this Agreement: Exhibits. The following Exlu'bits are attached to, and by reference made a part Exhibit A: Basic Terms (Installment Sale Amount; Deposit to Project Fund; Cost of Issuance Amount; Pre-Sale Cost Amount; Minimum Annual Appropriated Amount; Termination Payment; Basic Payments; Supplemental Payments) Description of Project Form of Limited Warranty Deed Exhibit B: Exhibit C: [END OF ARTICLE I] 4 e e ARTICLE IT REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.1. Representations. Covenants and Warranties of Augusta. Augusta represents, covenants and warrants to the Seller as follows: (a) Due Organization and Existence. Augusta is a county-wide government which is a body politi.c and corporate and a political subdivision of the State, duly organized an,Q_existing under the Constitution and laws of the State and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. (b) No Violations. Neither the execution and delivery of this Agreement or each of the other dOClunerrts entered into by Augusta in connection herewith, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which Augusta is now a party or by which Augusta is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Augusta, or upon the Project. Augusta will not encumber any interest of Augusta in, to or under this Agreement or the Project, except as provided herein. Augusta is not in default under any indenture, loan agre(:ment, mortgage, deed of trust or similar document relating to the borrowing of moneys or any other material contract, lease, or commitment to which it is a party or by which it is bound. (c) Execution and Delivery. Augusta has duly authorized and executed this Agreement in accordcUlce with the Constitution and laws of the State and a resolution of the Augusta-Richmond County Commission adopted on June 16, 1998. All payments due hereunder, including the payments for Administrative Expenses, during each Installment Sale Year are, subject to Augusta's right to terminate herein, will be, within the budget for the current Installment Sale Year, and an appropriation is available for Augusta's obligations under this Agreement to the extent of the Minimum Annual Appropriated Amount. (d) No Litigation. There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court, public board or body pending or threatened against or affecting Augusta, which singly or in the aggregate, if adversely determined, would adversely affect the validity or enforceability of this Agreement or any other agreement or instrument to which the Seller is a party or would adversely affect the financial condition of Augusta or its ability to satisfy its obligations hereunder or thereunder in a timely manner. (e) Compliance with Laws and Re&Ulations. The execution and delivery by Augusta of this Agn~ement, all of the other related agreements and the performance of Augusta's obligations hereunder and thereunder are not in contravention of any laws, orders, regulations or ordinances. Augusta :is in compliance with all laws, orders, regulations and ordinances of all federal, foreign, state and authorities, the failure to comply with which would have a material adverse effect on the 5 e e enforceabi:[ty of this Agreement or any other related agreement or the financial condition of Augusta or its ability to satisfy its obligation hereunder or thereunder in a timely manner. (f) Tax Covenants. This Agreement is being entered into by Augusta in compliance with the conditions necessary for the Supplemental Payments payable by Augusta to be excluded from the gross income of the holders of the Certificates for federal income tax purposes pursuant to the provisions of Section 103(a) of the Code relating to obligations of the State or political subdivisions thereof. It is the intention of Augusta that the Supplemental Payments be and remaiJi.excluded from gross income for federal income tax purposes, and, to that end, Augusta hereby covenants as follows: (i) That it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion of the Supplemental Payments from gross income for federal income tax purposes under Section 103 of the Code. (ii) That it will not directly or indirectly take or omit to take any action in a way that would cause this Installment Sale Agreement to be a "private activity bond," within the meaning of Section 141 of the Code. Augusta will not enter into any management contract or lease or similar arrangement with respect to the Project unless it obtains an opinion of recognized bond counsel that such management contract or lease or similar arrangement will no.t impair the exclusion from gross income for federal income tax purposes of the SUlpplemental Payments. Augusta will not allow ten percent (10%) or more of any amounts derived from the sale of the Certificates to be used, directly or indirectly, in the trade or bu siness of any private business and will not lend such amounts to any nongovernmental persons. (Iii) That it will not directly or indirectly use or permit the use of any amounts in the Project Fund, Certificate Payment Fund or any other funds of Augusta or take or omit to talce any action that would cause any Certificate or this Agreement to be an "arbitrage bond" within the meaning of Section 148 of the Code. To that end, Augusta will comply with all requirements of Section 148 of the Code, including without limitation Section 148(f) thereot: to the extent applicable to this Agreement. (iv) Augusta hereby certifies that the aggregate face amount of all tax-exempt obligations (other than private activity bonds as defined in Section 141 of the Code) issued by Augusta and any entities with whom aggregation is required pursuant to Section 1~,8(f)(4)(D)(ti) of the Code during the calendar year in which this Agreement is entered into is not reasonably expected to exceed $5,000,000, and Augusta covenants that ninety-five pc;:rcent or more of the initial Installment Sale Amount is to be used for the local governmental activities of Augusta in compliance with Section 148(f)(4)(D)(iv)(Ill) of the Code. (v) This Agreement is not and shall not be "federally guaranteed" as defined in Sc~tion 149(b) of the Code. 6 e e (vi) Augusta does hereby designate, the Certificates and this Agreement as a "q'Llalified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code. Augusta hereby represents, covenants and warrants to the Seller that the aggregate face amount of all tax-exempt obligations (other than private activity bonds as defined in Section 141 of the Code) issued by Augusta and any entities with whom aggregation is required pursuant to Section 265(b)(3)(E) of the Code during the calendar year in which this Agreement is entered into is not reasonably expected to exceed $10,000,000. (g) Due Authorization. Augusta has duly authorized and approved the sale of the Certificatl~s and! all of the terms and conditions of the Trust Indenture. (h) Rq>orting Requirements. Augusta will cause the following documents or information to be delivered to the Trustee: (i) immediately upon notification thereot: the occurrence of any Event of Default specified in Section 8.1 hereof; (ii) within five days of its adoption of its annual budget, a certificate of Augusta certifying that the Minimum Annual Appropriated Amount has been appropriated for the rdevant calendar year. (i) No Pecuniary Interest. No employee of Augusta has any direct or indirect pecuniary interest in, or will receive or has agreed to receive any compensation with respect to any contract, lease, purchase, sale, or employment made or to be made in connection with the proposed transaction contempl.ated by the performance of this Agreement. G) Bidding Requirements. All requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement, and Augusta has complied or will comply with such public bidding requirements as may be applicable to this Agreement and the acquisition by Augusta (in its capacity as agent for the Seller) of the Project. ~k:) Government Use. During the term hereot: the Project will be used by Augusta only for the purpose of performing one or more governmental functions of Augusta or such other public bodies consistent with the permissible scope of Augusta's or such other public bodies' authority. (I) ~. The Project, when acquired, constructed and installed, will be used for the proper, efficient and economic operation of Augusta. (m) Useful Life. The useful life of the Project will extend at least to the final maturity date of the Oertificates. (.0) Non-Appropriation. Augusta has not terminated prematurely or failed to make an appropriiation required to keep in effect any lease or installment sale financing of Augusta. 7 e e (0) Public Hearing. A public hearing was held on June 15, 1998, in compliance with O.C.G.A ~ 36-60-13(g). Section 2.2. Representations. CnvI'Jumu and Warranties ofRCPF. RCPF represents, covenants and warrants to Augusta as follows: (a} Due Organi7.ation and Existen~ Enforceability. RCPF is a Georgia non-profit corporation, duly organized, existing and in good standing under and by virtue o{jhe laws of the State; has .the power to enter into this Agreement; is possessed offull power to own and hold real and personal property, and to lease and sell the same; and has duly authorized the execution and delivery of the Agreement. (b) No Encumbrances. RCPF will not pledge the Installment Payments or other amounts derived fi"om its other rights under this Agreement or its interest (if any) in any of the Funds and Accounts except as provided under the terms of this Agreement and the Trust Indenture. (c) No Violations. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions or provisioru: of the articles of incorporation or bylaws ofRCPF or any restriction or any agreement or instrument to which RCPF is now a party or by which RCPF is bound, or constitutes a default under any of th e foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets ofRCPF or upon the Project. (d) No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or threatened against or affecting RCPF wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereunder or would adversely affect the validity or enforceability of this Agreement. (e) Application of Proceeds. RCPF will establish the Trust, and will cause the Certificates to be executed and delivered pursuant to the provisions of the Trust Indenture and will apply a portion of the proceeds derived from the sale of the Certificates as follows and as provided in the Trust Indenture: (i) the Seller will cause the deposit to the Project Fund to be made in the amount set forth in Exhibit "A"; (ri) the Seller will cause the Cost ofIssuance Amount to be applied to costs incurred in connection with the establishment of the Trust and the issuance and sale of the Certificates and the unused balance, if any, to be deposited into the Project Fund; (iv) the Seller will cause the accrued interest on the Certificates to be deposited in the Interest Account of the Certificate Payment Fund. 8 e e (v) the Seller will cause the Pre-Sale Cost Amount to be paid to Augusta. (f) Application ofPC\Y11lents. The Seller will cause the payments by Augusta hereunder to be applied as provided herein and in the Trust Indenture. [END OF ARTICLE ll] 9 e e ARTICLE III SALE OF THE PROJECT Section 3.1. Sale of the PrQject. In consideration of the representations and undertakings of Augusta in this Agreement, the Seller hereby agrees to sell, and Augusta hereby agrees to purchase from the ~;eller, in accordance with the provisions of this Agreement, all the Sellers right, title and interest in and to the Project, and each and every component thereof in fee simple; provided, however, 1hat should there occur an Event of Non-Appropriation or Event ofDefault..b-ereunder, then the Seller may serve a notice in writing to Augusta that the title to the portion of the Project constituting real property, in the condition and as conveyed by the Reverter Deed, and as the Project has been improved, shall immediately and without the necessity of any further action on the part of the Seller or Augusta revert to and vest in the Seller, and that Seller will not convey any portion of the Projel~ consisting of personal property to Augusta and Augusta shall lose and forfeit all of its rights, title and interest in and to the whole of the Project and to the improvements and fixtures thereon. Promptly following its acquisition of the Project, to evidence such purchase and sale of the portions of the Project consisting of real property, the Seller shall execute and deliver to Augusta the Reverter Deed. By virtue of the conveyance in the Reverter Deed, Augusta shall not be entitled to create or suffer any encumbrance, pledge, conveyance, transfer or assignment of all or any of its interest in the Project without the written consent and action of the Seller. In confirmation of the reverter, created by the Reverter Deed, upon the delivery of the aforementioned notice following an Event of Default or an Event of Non-Appropriation, Augusta will deliver to the Seller and record a quitclaim deed to the Project, and the Seller is hereby irrevocably appointed as Augusta's agent and attorney-in-fact for the purpose of executing, sealing, delivery and recording such quitclaim deed. Upon payment in full of the Installment Payments, together with all other amounts due and to be paid by Augusta hereunder, the Seller shall deliver to Augusta a quitclaim deed to the Project and each and every component thereot: for recordation, which shall serve to cancel the reverter created hereby, and a bill of sale to all personal property included in the Project. Title to each component of the Project h(:reafter acquired, installed or constructed pursuant to Section 4.2 shall initially vest in the Seller, and by virtue of this Agreement, title to each and every component of the Project which constitutes real property will immediately thereafter vest in Augusta without the necessity of further action on the part of the Seller or Augusta or any other person, subject only to the reverter set forth above and title to each and every component of the Project which constitutes personal property shall remain in the Seller until the Installment Payments have been paid in full. Title to any property which is initially personal property but which is transformed into real property by virtue of its incorporation into the real property component of the Project shall automatically transfer to Augusta at the time such property becomes part of the real property component of the Project. At any time, upon the request of Augusta, the Trustee and RCPF will take such action and execute such appropriate documenls as may be necessary to evidence or confirm the status of title to the various components of the Pr(~ect. Augusta agrees that it will pay all expenses and taxes, if any, applicable to or arising from any transfer of title as herein provided. Kotwithstanding anything herein to the contrary, Augusta and the Seller acknowledge and agree thli,t (1) the rights of Augusta under the Reverter Deed are subject and subordinate to the Security Deed, (2) that Augusta's rights in the Project are subject to termination in the event the 10 e e Project is wid pursuant to the exercise of remedies under the Security Deed, and (3) that the Security Deed is a non-recourse obligation ofRCPF evidencing for the real estate records the rights of the Trustee and Certificate-holders in the Project conveyed by the Trust Indenture. RCPF hereby assigns its equity ,Jf redemption in the Project under the Security Deed to Augusta. Section 3.2. W8JT8Dties. The Seller makes no warranty, either express or implied, as to title to th(~ project, the condition of the Project or that it will be suitable for Augusta's purposes or needs. [END OF ARTICLE IU] 11 e e ARTICLE IV DEPOSIT OF CERTIFICATE PROCEEDS; AGREEMENT TO ACQUlRE, CONSTRUCT AND EQUIP THE PROJECT; TERMlNATION OF INSTALLMENT SALE AGREEMENT; INSTALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION Sedion 4.1. Deposit of Certificate Proceeds. The Seller will cause to be deposited by the Trustee on the date of issuance and delivery of the Certificates the amounts fQLapplication in accordanc:e with the provisions of this Agreement and Section 3.03 of the Trust Indenture. Stdion 4.2. Acquisition aDd Construction of Project. (a.) Acquisition Contracts. Augusta will arrange for, supervise and provide for, or cause to be supervised and provided for, the design, acquisition, construction and installation of the Project. Augusta may enter into one or more construction contracts or purchase orders providing for the acquisition, construction and installation of the Project (each, an "Acquisition Contract"), and will require each contractor who shall be awarded a contract for the acquisition, construction and installation of the Project or any part thereof to provide any performance or labor and materials payment bonds as may be required by law. Augusta will comply with all laws and ordinances applicabl,~ to Augusta in its acquisition and construction of property. Augusta represents the estimated costs ofthe Project are within the funds estimated to be available therefor, and the Seller makes no warranty or representation with respect thereto. Prior to a disbursement from the Project Fund, there shall be filed with the Trustee a requisition containing the information specified in sub- paragraph (c) below. Promptly after entering into an Acquisition Contract, Augusta shall file such Acquisition Contract with the Trustee. Neither RCPF nor the Trustee shall be liable under any of the Acquisition Contracts, and Augusta shall act as a contractor and not as an agent. Augusta shall obtain all necessary permits and approvals, if any, for the acquisition, construction and installation of the Project, and the operation and maintenance thereof, which may hereafter become applicable to the Project. Augusta hereby covenants, to the extent permitted by applicable law, to use other legally available :fi.mds and to seek additional legally available funds to the extent necessary to complete the acquisition, construction and installation of the Project, or to make certain design changes in the Project (so long as such changes do not cause the Project to be used for purposes other than lawful governmental purposes of Augusta) to the extent necessary to complete the Project with moneys then available for such purposes in the Project Fund. (b) Authorized PrQject Fund Disbursements. Disbursements from the Project Fund may be made :for the purpose of paying (said term to include the reimbursement of Augusta for advances from its other funds to accomplish the purposes hereinafter described) the cost of issuance of the Certificates, the cost of designing, acquiring, constructing and installing the Project, and shall include: (i) the cost of indemnity and fidelity bonds to insure the faithful completion of any contract pertaining to the Project; 12 e e (ii) fees and expenses of architects and engineers for the preparation of plans and su:pervising the acquisition, construction and installation of the Project; (ill) all payments, including those for labor, contractors, builders and materialmen, incurred under the terms of a contract for the construction and installation of the Project, and the repayment of advances made by Augusta for the purpose of paying any of the at:orementioned costs; (iv) all costs of engineering and architectural services, including the costs of Augusta incurred in connection with test borings and environmental assessments, if any, surveys, estimates, plans and specifications and preliminary investigations therefor, and for supervising construction, as well as for the performance of all other duties required by or consequent to the proper construction of the Project; and (v) the costs of issuance of the Certificates described in Section 3.03(d) of the Trust Indenture. (c:) Requisition Procedure. No disbursement from the Project Fund shall be made unless and unti I the Trustee is provided with evidence of Augusta's official action to appropriate the Minimum Annual Appropriated Amount for the Installment Sale Year in which Augusta requests such disbursement. Prior to any disbursement from the Project Fund there shall be filed with the Trustee: (i) A requisition for such payment stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due; (ii) A certificate of an Authorized Augusta Representative, stating that insofar as such obligation was incurred for work, material, supplies or equipment in connection with the Project, such work was actually performed, or such material, supplies or equipment were ~lctually installed in or about the construction or delivered at the site of the work for that purpose; and (ill) A certificate of an Authorized Augusta Representative stating: (A) that an obligation in the stated amount has been incurred by Augusta, and that the same is a proper charge against the Project Fund and has not been paid, and stating that the bill, invoice or statement of account for such obligation, or a copy thereof, is on file with Augusta; (B) that the Authorized Augusta Representative has no notice of any vendor's, mechanic's or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interests which should be satisfied or discharged before such payment is made; and (C) that such requisition contains no item representing payment on account, or any retained percentages which Augusta is, at the date of such certificate, entitled to retain; 13 e e Section 4.3. Term of Aveement. The Term of this Agreement shall commence on the date hereof and shall end not later than on June 30, 2013, subject to Augusta's right to terminate this Agreement upon the end of each calendar year due to an Event of Non-Appropriation prior to the year 2013. This Agreement may be terminated only in accordance with the following paragraph. The Term of this Agreement will terminate upon the earliest of anyone of the following events: (a) Purchase Option. Upon the exercise by Augusta of its option to prepay the Basic Payments as provided in Section 4.5(c) and terminate this Agreement pursuant to Section 4.7. (b) Maturity of Certificates. Payment in full of the Certificates on June 30,2013. (c.) Augusta's Election to Terminate Agreement Upon Non-Appropriation. The occurrenGe of an Event of Non-Appropriation. The parties intend that this Section 4.3 operate in conformity with, and not in contravention of, OfIklal Code of Georgia Annotated Section 36-60-13. In the event that any provision of this Section 4.3 is determined to conflict with Official Oode of Georgia Annotated, Section 36-60-13; this Section 4..3 shall be interpreted and implemented in a manner consistent with said statute. In the event of the occurrence of an Event of Default under Section 8.1 (i) or (iii) hereof or a termination under this Section 4.3, Augusta agrees to peaceably surrender possession of the Project to the Trustee or its assignee or transferee on the date of such default or termination in good condition and repair, normal wear and tear excepted. Section 4.4. Payments. (a) Obligation to P(\)'o Certain payments due hereunder shall be made as follows: (1) Excess in Proiect Fund. On the date moneys are to be transferred from t;!le Project Fund to the Payment Subaccount of the Principal Account of the Certificate Payment Fund pursuant to Section 3.04(d) of the Trust Indenture, Augusta shall be deemed to have made a prepayment of Basic Payments equal to the amount so transferred. (2) Basic Payments. Augusta shall provide for the Basic Payments specified in Hxhibit "A" hereto by the twentieth day of the calendar month preceding each June 30 and December 31 on which such payment is due, during the term of this Agreement. Augusta ~:hall make such provision by paying, on the twentieth day of each calendar month one-sixth of the Basic Payment coming due on the following June 30 or December 31, as the case may he; provided, however, any amounts held on deposit in the Payment Subaccount of the Principal Account of the Certificate Payment Fund after each June 30 or December 31 shall he a credit to obligations under this Section 4.4(a)(2). 14 e e (3) Termination P~ent. Upon the occurrence of an Event of Default or an Event of Non-Appropriation, Augusta shall pay the Termination Payment. If Augusta has not appropriated the Minimum Annual Appropriated Amount for the next calendar year, on December 31 of each year, Augusta shall pay the Termination Payment, provided, however, if Augusta appropriates the Minimum Annual Appropriated Amount pursuant to Section 4.6 of this Agreement on or prior to the February 15 next succeeding any such December 31, the ohligation to make the Termination Payment pursuant to this Section 4.4(a)(3) shall be null and void and the Termination Payment, ifreceived, shall be returned to Aqgusta. (4) Supplemental Payments. By the twentieth day of the calendar month preceding June 30 or December 31 on which such payment is due, Augusta shall provide for the Supplemental Payments specified in Exhibit "A" hereto; Augusta shall make such pmvision by paying, on the twentieth day of each calendar month one-sixth of the Supplemental Payment coming due on the next following June 30 or December 31, as the case may be; provided, however, any amounts held on deposit in the Interest Account of the Certificate Payment Fund after each June 30 or December 31 shall be a credit to obligations under this Section 4.4(a)(4). (5) Other Project Fund Transfers. On the date moneys are to be transferred from the Project Fund to the Redemption Subaccount of the Principal Account of the Certificate Payment Fund pursuant to Section 3.04(e) of the Trust Indenture, Augusta shall be deemed to have made a prepayment of Basic Payments equal to the amount so transferred. (6) Administrative Expense Payment. Augusta shall pay when due the Administrative Expenses. (7) No Offset. Notwithstanding any dispute between the Seller and Augusta, including without limitation a dispute as to the failure of the Project or any portion thereof to perform the task for which it is designed, Augusta shall make all Installment Payments when due and shall not withhold any Installment Payments pending the final resolution of such d.ispute. (8) Payment from Appropriated Amounts. Amounts payable hereunder are to be d.erived solely from lawfully available funds that have been appropriated or budgeted. Nothing in this Agreement shall require Augusta to levy a tax to make payments hereunder. (b) Absolute and Unconditional Obligation. The obligations of Augusta to make the payment; required in Section 4.4(a) or otherwise due hereunder and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be affected by any abatement, reduction, set-off, diminution, defense, counterclaim or recoupment whatsoever or any ri;ght to any thereof(mcluding without limitation abatements, reductions, set-offs, diminutions, defenses, counterclaims and recoupments for or on account of any claims which Augusta may have against the Seller, any contractor, supplier or materialman for the acquisition, construction and installation of any part of the Project, any supplier of vendor or Augusta, any manufacturer of any personalty installed in or as a part of the Project, any assignee of the Seller, or any other person for 15 e e any reason whatsoever, any insolvency, bankruptcy, reorganization or similar proceedings by or against Augusta, or any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing); nor except as otherwise expressly provided herein, shall this Agreement terminate. Until expiration or termination of the Tenn, Augusta (i) will not suspend or discontinue any payments provided for in Section 4.4(a) hereof: (ii) will perform and observe all of its other agreements contained in this Agreement, and (w) will not terminate the Term for any cause, including, without limiting the generality of the foregoing, failure of Augusta to acquire and construct any portion of the Project, failure of Augusta's title in and to the Project or any part theJ:eof, any acts or circumstances that may constitute failure of consideration, any defects in any component of the Project, any obsolescence of any component of the Project for any reason whatsoever, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of Georgia or any political subdivision of either or any failure of the Seller to perform and observe any agreement, whether e:xpress or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Seller from the performance of any of the agreements on its part herein contained; and if the Seller should fail to perform ~my such agreement, Augusta may institute such action against the Seller as Augusta may deem neo~ to compel performance or recover its damages for nonperformance as long as such action shell not do violence to the agreements on the part of Augusta to make the payments specified in Sectior..s 4.4(a) or 5.4 hereof or otherwise due hereunder. Augusta may, however, at its own cost and expense and in its own name or in the name of the Seller, prosecute or defend any action or proceeding or take any other action involving third persons which Augusta deems reasonably necessary in order to insure the acquisition, construction and installation of the Project or to secure or protect: its right of possession, occupancy and use hereunder, and in such event the Seller hereby agrees to cooperate fully with Augusta and to take all lawful action which is required to effect the substitution of Augusta for the Seller in any such action or proceeding if Augusta shall so request. This Agreement is a "triple net" agreement requiring Augusta to pay all expenses, taxes, fees, insuranct:: premiums, rebate payments and costs associated with the Project and this Agreement as herein provided, without the right of Augusta to offset such against the obligations of others. (c:) Sale and Transfer. Augusta understands and agrees that pursuant to the Trust Indenture, RCPF has sold and transferred this Agreement and all of its rights, title and interest hereunde:r and in the Project and Funds and Accounts to the Trustee in trust for the benefit of the owners fi~om time to time of the Certificates, and Augusta assents to such transfer. (el) Current Obligation Only. The provisions of this Section 4.4(d) shall apply notwithstanding any provisions to the contrary in this Agreement. The Installment Payments and all other payments due hereunder constitute current expenses of Augusta, and Augusta's obligations hereunder are from year to year only and do not constitute a mandatory payment obligation of Augusta in any ensuing Installment Sale Year beyond the current Installment Sale Year in contravention of Official Code of Georgia Annotated Section 36-60-13, as amended. No provision hereof shall be construed or interpreted as creating a general obligation or other indebtedness of Augusta or the State within the meaning of any constitutional or statutory debt limitation. Neither the execution, delivery, and performance of this Agreement nor the issuance of the Certificates directly or indirectly obligates Augusta to make any payments hereunder beyond those appropriated 16 e e for AuguHta's then current Installment Sale Year. No judgment may be entered against Augusta or the State of Georgia for failure to pay any amounts due hereunder, except to the extent that Augusta has theretofore incurred liability to pay any such amounts through its actual use of the Project or through its lawful appropriations of such amounts. (e) Provision for Payment. To the extent permitted by law, Augusta reserves the right to provid1e for prepayment of Basic Payments by making with the Trustee the deposit referred to in Section 5.02 of the Trust Indenture. Section 4.5. Title to the PrQject: Purchase Options. (a) Augusta Holds Title During Term. During the Term of this Agreement, Augusta shall hold titll~ to that portion of the Project constituting real property and any and all additions which comprise repairs, replacements or modifications, subject only to the Security Deed and to the Seller's reverter in and to all rights, title and interest of Augusta in and to the Project and in all additions, attachments, accessions, accessories, replacements, improvements and substitutions thereto, now or hereafter acquired together with the proceeds thereot: as contemplated by the Reverter Deed. Should any portion of the Project constitute personal property, then title to such personal property shall remain in the Seller until such time as the Installment Payments have been paid in full. (b) Title May Revert to Seller Upon Event of Default or Event of Non-Appropriation. Upon thl~ occurrence of an Event of Default or an Event of Non-Appropriation and delivery of notice in accordance with the Reverter Deed, all right, title and interest of Augusta in and to the Project shall vest in the Trust for the benefit of the holders of the Certificates. (c) Accelerated Purchase Options. Under the circumstances set forth in Section 5.3 (an "Extraordinary Purchase Option"), and otherwise (a "Voluntary Purchase Option"), upon thirty days' prior Wlitten notice from Augusta to the Trustee, and provided that there is then existing no Event of Default or event which with notice or lapse of time, or both, could become an Event of Default, August:l will have the right to prepay, in whole or in part, Basic Payments on any Interest Payment Date by paying to the Trustee, five days prior to such date, the then applicable Basic Payments due as a result of such prepayment, and if Augusta has elected to terminate this Agreement in accordance with Section 4.7, the Administrative Expense Payment and Supplemental Payments equal to all Administrative Expenses and interest to accrue with respect to the Certificates until redemption thereof Upon satisfaction by Augusta of such purchase condition and redemption of the Certificates as provi.ded in the Trust Indenture, the obligations of Augusta hereunder shall cease, terminate and be void. Section 4.6. Covenant as to Appropriation. In the event this Agreement is not otherwise terminated, Augusta covenants and agrees that it will cause the appropriate officer of Augusta (i) to request that the governing body appropriate, or determine not to appropriate, the Minimum Annual Appropriated Amount no later than December 1 of each calendar year, and (ii) to take such further action (or cause the same to be taken) as may be necessary or desirable to assure the availability of moneYH appropriated to make all payments due hereunder during the Installment Sale Year, including all such actions for such purpose as may be required under Official Code of Georgia Annotated, 17 e e Section 36-60-13. Augusta further covenants to notify the Trustee in writing prior to the end of the then currmt Installment Sale Year ~d promptly after the adoption of any preliminary or final budget if there is any reason to believe that Augusta will not appropriate and have available the Minimum Annual Appropriated Amount for the next succeeding Installment Sale Year. To the extent permitted by law, Augusta hereby agrees that if it intends to terminate this Agreement pursuant to Section 4.3 (c), its governing body shall adopt a resolution specifically making a determination not to approprinte the Minimum Annual Appropriated Amount; provided, however, failure to adopt such resolution shall not be deemed to mean that this Agreement has not been terminated-if an Event of Non-Appropriation has occurred. Section 4.7. Payments for Project: Termination of Agreement. Upon the exercise by Augusta of the prepayment option pursuant to Section 4.5(c) with respect to all of the Project then subject to this Agreement, the satisfaction ofall conditions set forth in Section 4.5(c) and the payment of all other amounts due hereunder, Augusta shall be deemed to have terminated this Agreement. Section 4.8. Establishment of Completion Date. The Completion Date shall be evidenced to the Tmstee by a Completion Certificate signed by an Authorized Augusta Representative stating that, exC(:pt for amounts retained by the Trustee at Augusta's direction to pay any cost of the Project not then due and payable, (i) acquisition, construction and installation of the Project has been completed and all costs oflabor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (ill) all other facilities necessary in connection with the Project have been acquired, constructed and installed and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such certificate shall state that it is givl~n without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. Forthwith upon completion of the acquisition, construction and installation of the Project, Augusta agrees to cause such certificate to be furnished to the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Payment Subaccount of the Principal Account of the Certificate Payment Fund as provided below, the Trustee shall give notice to Augusta of the failure to apply said funds for payment of the costs of the Project. Any amount not to be retained in the Project Fund for payment of the costs of the Project, and all amounts SO retained but not subsequently used, shall be transfened by the Trustee into the Payment Subaccount of the Principal Account of the Certificate Payment Fund, provided that the Trustee is first furnished with an opinion of Bond Counsel to the effect that such transfer is lawful and will not adversely affect the exclusion from federal income taxation of interest on the Certificates or this Agreement. [END OF ARTICLE IV] 18 e e ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS Section 5.1. Maintenance.. Taxes and Assessments. (u) Maintenance and Operation. During the term of this Agreement, Augusta shall, at its own exp~nse, maintain, manage, and operate the Project and all the improvement~erein in good order, colndition and repair, ordinary wear and tear elCCepted. Further, Augusta shall provide or cause to be provided all security service, custodial service, janitor service, grounds keeping service, power, gas, telephone, light, heating and water, and all other public utility services. It is understood and agreed that in consideration of the payment by Augusta of the Installment Payments herein provided for, the Seller is only obligated to provide for the financing of the Project in the manner and to the extent herein provided, and neither RCPF, the Trustee nor any holder of any Certificates shall have any obligation to incur any expense of any kind or character in connection with the management, operation or maintenance of the Project during the term of this Agreement. Augusta shall keep the Project and any and all improvements thereto free and clear of all liens, charges and encumbrances. ~)) Alterations. Augusta will not make any alterations, additions or improvements to the Project 'Nithout the Seller's prior written consent; provided, however, that if such alterations, additions or improv.ements shall not diminish the value or utility of the Project, or impair the condition thereot: below the value, utility or condition thereof immediately prior to such alteration, addition or improvement (assuming the Project was then of the value or utility and in the condition required to be maintained by the terms of this Agreement), such written consent shall not be unreasonably denied. Augusta may, at any time, remove and not replace such property, if no Default or Event of Default has occurred and is continuing and such property (i) is in addition to, and not in replacement of or substitution for, any property originally incorporated or installed in or attached to the Project on the date hereof or any property in replacement ot: or substitution for, any such property, (ii) is not required to be incorporated or installed in or attached or added to the Project pursuant to this Section 5.1, and (ill) can be removed from the Project without diminishing or impairing the value, utility or condition which the Project would have had at such time had such alteration, addition or improvement not occurred. (c) Liens and Taxes. Augusta shall keep the Project free and clear of all levies, liens, mortgagl~ and encumbrances except those created under the Security Deed, this Agreement and the Trust Indenture. Augusta shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the leasing, rental, sale, purchase, possession, ownership or use of the Project, whether imposed upon or payable by the Trustee, the Trust or Augusta, excluding, however, all taxes on or measured by the Seller's income. If Augusta fails to pay said charges and taxes when due, the Trustee shall have the right, but shall not be obligated, to pay said charges and taxes. If the Trustee pays any charge or tax for which Augusta is responsible or liable under this Agreeml~t, Augusta shall reimburse the Trustee therefor plus interest on any unreimbursed amounts from th€: date of payment by the Trustee until the date of reimbursement. 19 e e S4~tiOD 5.2. Cooperation. The Trustee and Augusta shall cooperate fully with the other at the expense of Augusta in filing any proof ofloss with respect to any insurance policy maintained pursuant to this Article. Section 5.3. Insurance: Destruction or Damaee to PrQject. Augusta will, at its expense, maintain nt all times during the Term, fire and eKtended coverage and property damage insurance with respect to the Project in an amount equal to the full insurable value of the Project, with deductible amounts not in excess of $5,000, covering such risks, and with such insurers as AuSUsta shall deem appropri,ate. If in furtherance of its obligation under the preceding sentence Augusta procures an insurance policy or participates in an "interlocal risk management program," as such term is defined in Official Code of Georgia Annotated Section 36-85-1, or Causes the Project to be covered under an existing policy, each such insurance policy or pool will name Augusta as an insured and each of the Trustee and RCPF or their respective assigns as an additional insured and loss payee, and will contain a clause requiring the insurer to give the Trustee at least thirty days' prior written notice of any alteration in the terms of such policy or the cancellation thereof The proceeds of any such insurance policies will be payable to Augusta, the Trustee, RCPF or their respective assigns, including, particularly, the Trustee, as their interests may appear. In the event of any loss, theft, destruction, damage, vandalism, injury or accident involving the Projoect or in the event that title to, or the temporary or permanent use of, the Project or any portion thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, prior to the payment of all the Installment Payments specified in this Agreement, Augusta will (i) promptly provide the Trustee with written notice thereof and make available to the Trustee all information and documentation relating thereto, (ii) promptly use the net insurance proceeds received in connection with such casualty if any, together with other funds (including Augusta's own funds as described in this Section) (A) to repair or restore the Project to its condition prior to such casualty; (B) to replace the Projl~t with a similar project; or (C) to exercise its purchase option with respect to the Project under S€:ction 4.5 and (iii) promptly upon satisfaction of the requirement set forth in clause (ii) above certify to the Trustee in writing that any replacement facility is as valuable as the Project. Augusta shall be obligated to pay the Trustee for deposit into the Project Fund an amount equal to the differenc:e in the value of the Project immediately before the casualty occurred (assuming the Project was then of the value or utility and in the condition and repair required to be maintained by the terms thereof} and the value of the Project after such replacement and repair or to exercise its payment option under the terms of Section 4.5 hereof In the event of any loss, damage, theft, vandalism or destruction of the Project or any part thereof prior to the payment in full of the unpaid Installment Payments specified in this Agreement, and the proceeds of any insurance maintained hereunder are insufficient to repair or replace the Project so damaged, Augusta shall (i) exercise its purchase option under Section 4.5 hereof or (ii) fully repair the Project to its condition prior to such loss, theft, damage:, vandalism or destruction or replace it, using its own funds. The Trustee shall not be responsible for the sufficiency of any insurance herein required and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise, or settlement of any loss agreed to by the Trustee. 20 e e S{dion 5.4. Administrative Expenses. Augusta acknowledges that, as provided in Section 3.07 of the Trust Indenture, the Administrative Expense Payments due hereunder or under the Trust Jfndenture will be adjusted from time to time and together with certain other payments due hereunder or under the Trust Indenture, will be billed to Augusta annually. Notwithstanding such billing procedures, Augusta hereby acknowledges and agrees that such billing procedures are being undertakc:n for the convenience of Augusta, and Augusta covenants and agrees to pay its AdministIative Expenses as the same become due and payable. ~dion 5.5. Environmental Representations and Covenants. Augusta hereby represents that: (a) To the best of its knowledge, after due inquiry, no litigation, investigation or administrative or other proceeding of any kind before or by any Governmental Corporation or private party relating to (i) any environmental, health or safety Requirement of Law, (ii) any Remedial Action, (iii) any Liabilities and Costs arising from the Release or threatened Release of Contaminant into the environment, or (iv) any other Liabilities and Costs arising from or concerning environmental, health or safety issues or conditions is pending or threatened against or involving the Project. (b) Except as set forth in Exhibit D, Augusta is not subject to any judgment, injunction, writ, order or agreement respecting (i) any environmental, health or safety RtXluirement of Law, (ii), any Remedial Action, (Iii) any Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment, or (iv) any other Liabilities and Costs arising from or concerning environmental, health or safety issues or conditions arising from a violation oflaw. In addition, Augusta is not now aware, after due inquiry, of any grounds on which such a judgment, order or agreement might be based. ( c) Augusta has taken all steps necessary to determine and has determined that no Contaminants have been disposed of on the Project in any material manner and that there ha.s been no Release of any Contaminant on, from, under or to the Project other than in compliance with applicable law. (d) The operations or other activities of Augusta will not result in the disposal or otlh.er Release of any Contaminant on or from the Project other than in all cases in compliance with applicable law. (e) Augusta has not received any notice or claim or information to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment in violation of applicable law. (f) No Environmental Lien has been attached to any of the Project. 21 e e (g) Except as may be disclosed in the environmental report for the Project provided by Augusta to the Seller, the Project does not contain any asbestos or PCB containing material in violation of applicable law. 111e operations or other activities of Augusta shall not result in the disposal or other Release of any Contaminant on or from the Project other than in compliance with all current and future applicabl,~ environmental laws and Augusta shall not engage in any activities that will result in the violation of any current or future environmental laws. Augusta shall obtain from..time to time all permits rc~uired under current or future environmental laws so that the operations of Augusta will be in accordance with such laws. Augusta will make available for inspection from time to time all documents and information in their possession and control regarding activities and conditions relating to the Project and other assets which may result or may have resulted in noncompliance with, or liability under, any Requirement of Law. Augusta shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge:, emit, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from the Project other than in accordance with all applicable Environmental Regulations, shall not permit any Hazardous Substance to be stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom other than in accordance with all applicable Environmental Regulations, shall cause all Hazardous Substances found thereon to be properly removed therefrom and proJX:rly disposed of in accordance with all applicable Environmental Regulations, shall not install or permit to be installed any underground storage tank therein or thereunder other than in accordance with all applicable Environmental Regulations, and shall comply with all Environmental Regulations which are applicable to the Project. At any time, and from time to time, if the Seller so requests, based upon its reasonable judgment that changed circumstances raise environmental questions or concerns, the Project shall have any environmental review, audit, assessment and/or report relating to the Prcdect theretofore provided by Augusta to the Seller updated, at the sole cost and expense of Augusta, by an engineer or scientist acceptable to the Seller, or shall have such a review, audit, assessment and/or report prepared for the Seller, if none has previously been so provided. Augusta shall indemnify the Seller and shall hold the Seller harmless from, and shall reimburse the Seller for, any and aU claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including court costs and attorneys' fees directly or indirectly incurred by the Seller (prior to trial, at trial and on appeal) in any action against or involving the Seller, resulting from any breach of the foregoing covenanui, or from the discovery of any hazardous Substance, in, upon, under or over, or emanating from, the Project, whether or not Augusta is responsible therefor, it being the intent of Augusta that the Sell(:r shall have no liability or responsibility for damage or injury to human health, the environment or natural resources caused by, for abatement and/or cleanup ot: or otherwise with respect to, Hazardous Substances by virtue of their interests in the Project created by this Agreement or otherwise, or hereafter created, or as the result of the Seller exercising any of their rights or remedies with respect thereto hereunder or under any other instrument, including but not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure. The foregoing 22 e e representations, warranties and covenants of this Section shall be deemed continuing covenants, representitions and warranties for the benefit of the Seller and any successors and assigns thereof, including but not limited to any transferee of the title of the Seller and any subsequent owner of the Project, and shall survive the satisfaction of release of this Agreement, or under any other instrument, and/or any acquisition of title to the Project or any part thereof by the Seller by deed in lieu of foreclosure or otherwise. Any amount covered by the foregoing indemnification shall bear interest from the date incurred at a rate of 1. OO-fo above the highest rate of interest borne by any Certificate during the 365 days prior to the date on which such indemnification obligation wClS..incurred, or, if less, the maximum rate permitted by law, and shall be payable on demand. The provisions of this paragraph shall apply to the fullest extent permitted by the Constitution and laws of the State of Georgia. Anything herein to the contrary notwithstanding, the liability of Augusta for a breach of any of the covenants or indemnification provisions contained in this Section 5.5 shall be limited to the value of the Project and the Seller shall not make a claim for recovery thereon against any property or assets of Augusta other than the Project. "Contaminant" shall mean any waste, pollutant or hazardous substance, as those terms are defined in the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 US.c. ' 9601, ~ ~., regulations promulgated thereunder and any applicable state statutes, and any toxic substance, solid or hazardous waste as defined in RCRA and any applicable state statutes, special waste, petroleum or petroleum-derived substance, radioactive material or waste, polychlorinated biphenyls (PCBs), asbestos, or any constituent of any such substances or wastes. ":Environmental Lien" shall mean a lien in favor of any governmental entity for (i) any liability under federal or state environmental laws or regulations or (ii) damages arising, from, or costs incurred by such governmental entity in response to, a Release or threatened Release of a Contaminant into the environment. "Environmental Regulation" means any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating to dangerous, toxic or hazardous pollutants, contaminants, chemical. waste, materials or substances. "Governmental Corporation" shall mean any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Hazardous Substances" means dangerous, toxic or hazardous pollutants, contaminants, chemicals, waste, materials or substances as defined in Environmental Regulations, and also any ureaformaldehyde, polychlorinated biphenyls, asbestos, asbestos containing materials, nuclear fuel or waste, radioactive materials, explosives, carcinogens and petroleum products, or any other waste, material:. substance, pollutant or Contaminant which would subject the owner or mortgagee to any damage!:, penalties or liabilities under any applicable Environmental Regulation. "Indemnified Parties" shall mean RCPF and the Trustee. . 23 e e "Liabilities and Oosts" shall mean all liabilities, obligations, responsibilities, losses, damages, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investiga1ion and feasibility studies), fines, penalties, monetary sanctions and interest. "Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing or dispersing into the indoor or outdoor environment or into or out of the Project, including, but not limited to, the movement of Contaminants through or in the air, soil, surface water, groundwater or the Eroject and the abandomnent or discard or barrels, containers and other open or closed receptacles containing any Contaminant. "Jrtemedial Action" shall mean actions related to (i) cleaning up, removing, treating or in any other way addressing Contaminants in the indoor or outdoor environment; (ii) preventing or minimizing the Release or threat of Release of Contaminants so that Contaminants do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; and (iii) COllfecting environmental data or performing pre-remedial studies and investigations and performing operations and maintenance and post-remedial monitoring and care. "Requirement of Law" shall mean any federal, state or local statute, ordinance, rule or regulation, any judicial or administrative order (whether or not on consent), request or judgment, any common law doctrine or theory, and any provision or condition of any Permit or other binding determination of any Governmental Corporation. [END OF ARTICLE V] 24 e e ARTICLE VI DISCLAIMER OF WARRANTIES; INDEMNIFICATION Sl~ction 6.1. Disclaimer of Warranties. NEITIffiRRCPFNOR TIIE TRUSTEE MAKES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDmON, MERCHANTABILITY OR FITNESS OF THE PROJECT FOR ANY PARTICULAR PURPOSE OR FOR TIIE USE CONTEMPLATED BY Augusta. In no event shall RC:PF or the Trustee be liable for incidental, indirect, special or consequenti~ damages, in connection with or arising out of this Agreement for the existence, furnishing, functioning of Augusta':; use and possession of the Project. Section 6.2. Augusta's Right to Enforce Warranties. The Seller hereby irrevocably appoints Augusta its agent and attorney-in-fact during the Term of this Agreement, so long as Augusta shall not be in default hereunder, to assert from time to time whatever claims and rights, including without limitation, warranty claims, claims for indemnification and claims for breach of any representations respecting the Project which the Seller may have against any vendor or contractor. Augusta':; sole remedy for the breach of any such warranty, indemnification or representation shall be again~:t the vendor or contractor with respect thereto, and not against the Seller, nor shall such matter have any effect whatsoever on the rights and obligations of the Seller with respect to this Agreement, including the right to receive full and timely Installment Payments and all other payments due hereunder. Augusta shall be entitled to retain any and all amounts recovered as a result of the assertion of any such claims and rights, provided that Augusta shall apply such of the amounts as may be required to the repair of defects or omissions in the Project that occasioned such claims. The Seller shall, upon Augusta's request and at Augusta's expense, do all things and take all such actions as Augm:ta may request in connection with the assertion of any such claims and rights. Section 6.3. Release and Indemnification Covenants. To the extent permitted by law, and subject to the limitations contained in Section 5.5 hereof, Augusta shall and hereby agrees to inde~' and save RCPF, the Trustee and any successors, assigns or subrogees harmless from and against any and all claims, losses, damages, actions, proceedings, expenses, or liabilities, including reasonable legal fees and expenses and court costs, arising in connection with the Project including but not limited to claims, losses, damages, actions, proceedings, expenses, or liabilities arising out of (i) the U:ie, maintenance, condition or management of, the Project by Augusta, (ii) any breach or default 011 the part of Augusta in the performance of any of its obligations under this Agreement, (iii) any act or negligence of Augusta or of any of its agents, contractors, servants, employees or licensees with respect to the Project, (iv) any act or negligence of any assignee or sublessee of Augusta with respect to the Project, or (v) the acquisition, construction and installation of the Project or the authorization of payment of the costs thereof by Augusta. No indemnification of the Seller is made under this section or elsewhere in this Agreement for claims, losses or damages, including legal fees and expenses arising out of the willful misconduct, negligence, or breach of duty under this Agreement by the Seller, its officers, agents, employees, successors or assigns. 25 e e In case any action is brought against any indemnified party in connection with any matter contemplited under this Section 6.3 or Sections 6.4 or 6.5 hereunder, and it notifies Augusta of the commencement thereot: Augusta will be entitled to participate in, and, to the extent that it chooses to do so, to assume the defense thereof (including the employment of counsel), and Augusta shall assume the payment of all fees and expenses relating to such defense and shall have the right to negotiate: and consent to settlement thereof. Section 6.4. Indemnification of Tmstee.. Without limitation of Augqsta's obligations under Sec;tion 6.3 hereot: Augusta agrees to the extent permitted by law and subject to the limitations set forth in Section 5.5 hereof, to indemnify and hold the Trustee harmless from any and all liability, loss, damage, costs and expenses of any nature (mcluding interest and reasonable counsel fees) arising out of or in connection with the Trustee's obligations and duties, or those of its employees or agents arising from its performance under the Trust Indenture, except for costs, expenses, fees and liabilities arising out of the Trustee's negligence or breach of the duties of care herein specified. This indemnity includes, but is not limited to, any reasonable action taken or omitted within the scope of the Trust Indentur(: or any action taken or omitted upon oral, telephonic or written instructions (authorized in the Trust Indenture) received or reasonably believed to have been received from Augusta or any authorized representative of Augusta. Section 6.5. Certain Indemnifications. Without limitation of Augusta's obligations under Section 6.3, Augusta further agrees to the extent permitted by law and subject to the limitations set forth in Section 5.5 hereof, to indemnify and hold the Trustee and RCPF harmless from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever which the Trustee and RCPF may incur (or which may be claimed against the Trustee or RCPF by any person or entity whatsoever) by reason of or in connection with (a) the failure of Augusta to pay, perform or comply with the covenants or conditions in this Agreement or the Trust Indenture; (b) the breach by Augusta of any representation or warranty of Augusta contained in this Agreement or made by Augusta in connection herewith; and (c) enforcing any covenants of Augusta or conditions applicable to Augusta in this Agreem(:nt or the Trust Indenture. Section 6.6. Limitation. Notwithstanding any provision of Sections 5.7,6.3,6.4 and 6.5 hereof to the contrary, indemnification obligations of Augusta hereunder are payable only from amounts that may be appropriated by Augusta, or after an Event of Non-Appropriation or Event of Default, from the realization of the Project as collateral. [END OF ARTICLE VI] 26 e e ARTICLE VII SUCCESSORS, ASSIGNMENT, PLEDGING, SALE, AND AMENDMENT Section 7.1. Assienment by RCPF. Pursuant to the Trust Indenture, RCPF, simultaneously with the execution and delivery of this Agreement, has transferred, assigned and otherwise: conveyed to the Trustee without recourse (but without limitation of its obligations in the Trust Indenture) all the right, title and interest ofRCPF in and to this Agreement, the Installment Payment!l and RCPFs interest in and to the Project (mcluding without limitation theinterest retained in the Rf:verter Deed), and in the Funds and Accounts. Except for such assignment to the Trustee as provided in the Trust Indenture, RCPF will not assign this Agreement, its right to receive Installment Payments from Augusta, or its duties and obligations hereunder to any other person, firm or corpo:ration without an opinion of Bond Counsel to the effect that the proposed assignment will not advl~rsely affect the exclusion from gross income for federal income tax purposes of the Supplemental Payments. In addition, no assignment or reassignment of any ofRCPF's right, title, obligations or interest in this Agreement or the Project shall be effective unless and until Augusta shall have received a duplicate original counterpart of the document by which the assignment or reassignment is made, disclosing the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as trustee or paying agent or escrow agent for holders of the Certificates, it shall be sufficient that a copy of the agency or trust agreement shall have been deposited with Augusta. Augusta hereby acknowledges receipt of the Trust Indenture for purposes, of this Section and hereby agrees to perform in accordance with the provisions of the Trust Indentur,~. During the term hereot: Augusta shall keep, or cause to be kept, a complete and accurate record of all such assignments and reassignments received in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated thereunder. Upon such assignment all references herein to RCPF shall be deemed to be references to the Trustee, and the owners of the Certificates shall have the right to proceed directly against Augusta for their proportionate share of the Installment Payments. Section 7.2. No Assignment by Au2Usta: Leasing. This Agreement may not be assigned by Augusta. Augusta may lease all or part of the Project, with the prior written consent ofRCPF subject to all of the following conditions: (i) No such lease shall modify or limit any right or power of RCPF or the Trustee hereund.er or under the Trust Indenture and all of the obligations of Augusta hereunder, includingjAugusta's obligations to make the Installment Payments, and any other amounts due hereunder, shall continue in full force and effect; {ii) Augusta shall, within thirty days after the delivery thereof, furnish or cause to be furnished to RCPF or its assignee and to the Trustee a true and complete copy of such lease; (iii) No lease by Augusta shall cause the Project to be used for a purpose other than a governmental or proprietary function authorized under the provisions of the laws of the State, and 27 e e (iv) RCPF and the Trustee shall have received an opinion of Bond Counsel to the effect that the exclusion from gross income of interest on the Certificates for federal income tax purposes will not be adversely affected by such leasing. (v) Notwithstanding the foregoing, no additional consent ofRCPF shall be required for the creation of tenancies at will or other tenancies of one year or less for minor portions of the Project for provision of space to organizations providing services related to the conduct of municipal functions . Section 7.3. Amendment. Augusta will not alter, modify or cancel or agree or consent to alter, modify or cancel this Agreement except as permitted by this Agreement and the Trust Indentun~. [END OF ARTICLE Vll] 28 e e ARTICLE VITI EVENTS OF DEFAULT, NON-APPROPRIATION, AND REMEDIES Section 8.1. Events of Default Dermed. The following shall be ''Events of Default" under this Agreement and the terms "Events of Default" and "Default" shall mean, whenever they are used in this Agreement, anyone or more of the following events: (i) Failure by Augusta to pay any payment required to be paid herel!1!der and to be received by the Trustee on or before the date required for such payment; provided, however, Augusta shall have: forty-five days to cure any failure to pay the Termination Payment required pursuant to the second sentence of Section 4.4(a)(3). (ii) or 5.3. Failure by Augusta to observe and perform any of its obligations under Sections 4.6 (iii) Failure by Augusta to observe and perform any other covenant, condition or agreement on its part to be observed or performed in the Trust Indenture or herein or otherwise with respect hereto, other than as referred to in clause (i) or (ii) of this Section, for a period of thirty days after written notice specifying such failure and requesting that it be remedied has been given to Augusta by the Trustee; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Trustee shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Augusta within the applicable period and diligently pursued until the default is corrected. (iv) The failure of Augusta generally to pay its debts as the same become due or the filing by or against Augusta of a case in bankruptcy, or the subjection of any right or interest of Augusta under thi;) Agreement to any execution, garnishment or attachment, or adjudication of Augusta as a bankrupt, or assignment by Augusta for the benefit of creditors, or the entry by Augusta into an agreement of composition with creditors, or the filing of a petition applicable to Augusta in any proceedings instituted under the provisions of the federal bankruptcy code, as amended, or under any similar fi:deral or State act which may hereafter be enacted. (v) The Project shall not be subjected to any lien, encumbrance, transfer or conveyance without the written consent of the Trustee. Section 8.2. Remedies on Default and Non-Appropriation. Whenever any Event of Default referred to in Section 8.1 hereof shall have occurred and is continuing, or an Event of Non- Appropriation shall have occurred, the Trustee or its assigns may take anyone or more of the followin;g remedial steps: (a) The Trustee may declare all installments of amounts payable under Section 4.4(a) and all Administrative Expense Payments payable under Section 5.4 for the remainder of the then current Installment Sale Year to be immediately due and payable, whereupon the same shall become immediaJtely due and payable. Ifall payments payable under Section 4.4(a) for the remainder of the then cur;rent Installment Sale Year are accelerated pursuant to this Section 8.2(a), the amount then 29 e e due and payable by Augusta as accelerated payments shall be the sum of (1) the aggregate Basic Paymenul due in the then current Installment Sale Year, (2) the aggregate Supplemental Payments due in the then current Installment Sale Year, (3) the Termination Payment, and (4) any other amounts which may be owing to the Trustee pursuant to this Agreement, including, without limitatioll~ Section 5.4, for the then current Installment Sale Year; (b) The Trustee shall transfer all moneys on deposit in the Project Fund to the Redemption Subaccount of the Principal Account of the Certificate Payment Fund; (<:) The Trustee may exercise its remedies under the Reverter Deed and take possession of the Prc~ect with or without terminating this Agreement (provided, however, this Agreement shall be terminated only upon an Event of Non-Appropriation or in accordance with the terms of Section 4.3) and lYithOut any liability to Augusta for such repossession, and lease or sell all or any portion of the Projeet; the Trustee shall deposit in the Redemption Subaccount of the Principal Account of the Certificatl~ Payment Fund pursuant to the Trust Indenture all Liquidation Proceeds received pursuant to the eXI~rcise of such remedy. (d) The Trustee may require Augusta to furnish copies of all books and records of Augusta pertaining to the Project; and (€:) The Trustee may take whatever action at law or in equity which may appear to the Trustee necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of Augusta under this Agreement. Section 8.3. Non-Appropriation. Upon an Event of Non-Appropriation, Augusta shall not be obligated to make the Installment Payments and other payments provided for herein beyond the last day of the Installment Sale Year in which such Event of Non-Appropriation occurred. Upon the occurrence of an Event of Non-Appropriation, Augusta shall give immediate written notice thereof to the Trustee. Section 8.4. Surrender of the Project. The parties hereto agree that, upon the exercise of the right of reverter under Section 3.1 by the Trustee, Augusta shall have all responsibility for surrendering the Project. Within ten days after the occurrence of an Event of Non-Appropriation or an Event of Default, Augusta shall surrender the Project to the Trustee. Section 8.5. No Remedy Exclusive. No remedy conferred herein upon or reserved to the Trustee i8 intended to be exclusive and every such remedy shall be cumulative and shall be in addition, to every I:>ther remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or IPower or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exerci~:e any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article or by law. 30 e e Section 8.6. Agreement to p~ Attorneys' Fees and EJ;penses. In the event either party to this Agreement should default under any of the provisions hereof and the non-defaulting party or the Trustee should employ attorneys or incur other expenses for the collection of moneys or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party contained herein, the defaulting party agrees that it will on demand therefor pay to the non-defaulting party the reasonable fees of such attorneys and such other expenses so incurred by the nc,n-defaulting party. Section 8.7. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party or the Trustee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. [END OF ARTICLE VIll] 31 e e ARTICLE IX MISCELLANEOUS S~tion 9.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received five (5) business days after deposit in the United States mail in certified form, postage prepaid, at the following addresses: U to Augusta: Augusta, Georgia 530 Greene Street Augusta, Georgia 30901 Attention: Charles R Oliver, Administrator If to RCPF: Richmond County Public Facilities, Inc. c/o Burnside, Wall, Daniel, Ellison & Revell 454 Greene Street Augusta, Georgia 30901 Attention: James B. Wall lfto the Trustee: Regions Bank Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 Any party, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 9.2. Bindin~ Effect: Assignment. This Agreement shall inure to the benefit of and shall be binding upon RCPF and Augusta and their respective successors and the assigns of RCPF. This Agreement may not be assigned by Augusta. Section 9.3. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof Section 9.4. Amendments. Changes and Modifications. This Agreement may not be amended or any of its terms modified without the written consent of Augusta, the Trustee and RCPF. Section 9.5. Further Assurances and Corrective Instruments. The Seller and Augusta agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Project or intended so to be or for carrying out the expressed intention of this Agreement. 32 e e Section 9.6. Execution in Counter:parts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Stdion 9.7. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. IN WITNESS WHEREOF, Augusta and RCPF have caused this Agreement to be executed in their respective corporate names and their respective corporate seals to be hereunto affixed and attested hy their duly authorized officers, all as of the date first above written. Signed, Sl~ed and delivered in the presence of v'lun~ - Unofficial itness ~~t~res. 9~?/'f RICHMOND COUNTY PUBLIC FACILITIES, INC. By: Secretary [SEAL] [NOTARIAL SEAL] ~;;- - "- " 33 e Signed, ~ealed and delivered in the pmsence of . ~~l~ Unofficial Itness ~~~s: 9)9/,P [NOT AllUAL SEAL] e AUGUSTA, GEORGIA By: (jJJ::> Mayor Clerk TlIiI OocumlnllP!lfOYld U toSu~a~~'1' [SEAL] ~ 34 e e EXIllBIT "A" Basic Terms INSTALLMENT SALE AMOUNT: Deposit to Project Fund (for Construction) $1,636,079.55 Cost of Issuance 34,100.00 Pre-Sale Cost Amount 34,820.45 Total $1. 705.000.00 MINlMl.JM ANNUAL APPROPRIATED AMOUNT (FY 1998): Annual Installment Payment Amount $82,864.44 Minimum Annual Administrative Expense Amount 1,500.00 Termination Payment Amount* o Total $84.364.44 * Termination Payment Amount must be appropriated each year, but would be payable only in the Event of Default or Event of Non-Appropriation under Augusta's Installment Sale Agreement. e e DUE DATE BASIC PAYMENT (rRINCIP AL) SUPPLEMENTAL PAYMENT PERIOD (JNTERES1) TOTAL REMAINING BALANCE 12/31/98 37,723.62 45,140.82 82,864.44 1,667,276.38 1998 Totil 37,723.62 45,140.82 82,864.44 6/30/99 39,442.08 43,422.36 82,864.44 1,627,'834.30 12/31/99 39,766.62 43,097.82 82,864.44 1,588,057.68 1999 Total 79,208.70 86,520.18 165,728.88 6/30/2000 41,276.48 41,587.96 82,864.44 1,546,791.20 12/31/2000 41,912.29 40,952.15 82,864.44 1,504,878.91 2000 Total 83,188.77 82,540.11 165,728.88 6/30/2001 43,671.54 39,192.90 82,864.44 1,461,207.37 12/31/2001 44,178.16 38,686.28 82,864.44 1,417,029.21 2001 Total 87,849.70 77,879.18 165,728.88 6/30/2002 45,959.49 36,904.95 82,864.44 1,371,069.72 12/31/2002 46,564.51 36,299.93 82,864.44 1,324,505.11 2002 T01~al 92,524.10 73,204.78 165,728.88 6/30/2003 48,369.18 34,495.26 82,864.44 1,276,135.93 12/31/2003 49,078.03 33,786.41 82,864.44 1,227,057.90 2003 Total 97,447.21 68,281.67 165,728.88 6/30/2004 50,730.52 32,133.92 82,864.44 1,176,327.38 12/31/2004 51,720.52 31,143.92 82,864.44 1,124,606.86 2004 Total 102,451.04 63,277.84 165,728.88 6/30/2005 53,575.30 29,289.14 82,864.44 1,071,031.56 12/31/2005 54,508.29 28,356.15 82,864.44 1,016,523.27 2005 Total 108,083.59 57,645.29 165,728.88 2 e e 6/30/2006 56,390.22 26,474.22 82,864.44 960,133.05 12/31/2006 57,444.38 25,420.06 82,864.44 902,688.67 2006 Total 113,834.50 51,894.28 165,728.88 6/30/2007 59,354.92 23,509.52 82,864.44 843,333.75 12/31/2007 60,536.71 22,327.73 82,864.44 782,797.04 2007 Total 119,891.63 45,837.25 165,728.88 6/30/200B 62,364.73 20,499.71 82,864.44 720,432.31 12/31/2008 63,790.59 19,073.85 82,864.44 666,541.72 2008 Total 126,155.32 39,573.56 165,728.88 6/30/2009 65,762.94 17,101.50 82,864.44 590,878.78 12/31/2009 67,220.60 15,643.84 82,864.44 523,658.18 2009 T 01:al 132,983.54 32,745.34 165,728.88 6/30/2010 69,226.34 13,638.10 82,864.44 454,431.84 12/31/2010 70,833.10 12,031.34 82,864.44 383,598.74 2010 Total 140,060.44 25,668.44 165,728.88 6/30/20ll 72,874.04 9,990.40 82,864.44 310,724.70 12/31/2011 74,637.83 8,226.61 82,864.44 236,086.87 2011 Total 147,511.87 18,217.01 165,728.88 6/30/201.2 76,681.86 6,182.58 82,864.44 159,405.02 12/31/2012 78,644.10 4,220.34 82,864.44 80,760.92 2012 Total 155,325.95 10,402.93 165,728.88 6/30/2013 80,760.92 2,103.33 82,864.25 0.00 2013 Total 80,760.92 2,103.33 82,864.25 NOTE: This schedule of payments is based upon the assumption that the Supplemental Payment (Interest) will remain constant at the rate in effect at the time of issuance of 5.18%. In fact, the Supplemental Payment (Interest) will be adjusted on January 1, 2004 and January 1, 2009 and at those time this schedule of payments shall be adjusted based on the outstanding principal balance, the Adjusted Rate and the remaining Term to determine the amount of equal semi-annual installments to payoff the total of the Basic Payments (principal) and the Supplemental Payments (Interest) assuming that the Adjusted Rate then in effect remains unchanged throughout the remaining term. 3 e e EXIllBIT "B" Proiect Description Th/~ Project shall consist of renovations to the Augusta Golf Course including the following: 1. Complete irrigation system replacement. 2. New clubhouse and cart storage building. 3. New maintenance shop. 4. New practice range and putting green. 5. Redesign the 15th and 18th holes. 6. Parking and cart path improvements. 7. Demolition of the existing clubhouse. This work shall be done in accordance with the Improvement Plan for Augusta Golf Course dated November 3, 1997, the description of the land constituting the Augusta Golf Course is as follows: ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 acres, more or less, and being bounded as follows: On the North, by the following tracts ofland: (1) property of Brickle, Huffinan, and Huffinan, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Offiee of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11U, page 319 (th(: "Brickle Property")~ and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the "Airport Property"). On the East, by the Airport Property and by the right-of-way of Highland Avenue. On the South, by the right-of-way of Damascus Road; and On the West, by the following tracts ofland: (1) property of Garren and Nordmann, as shown on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Ree12S9, page 1729, in said Clerk's Office~ (2) property of Donahue which is shown on a plat dated April] 7, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office~ (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the propelty depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, 4 e e prepared 'by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-Richmond County, Georgia acquired by deed dated August 4:, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown on that artain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle Property . REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete: and accurate description as to the metes, bounds and location of the sub~c;t property. THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richmond County, Georgia. SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject property in a general north-south direction. B - 5 5 e e EXHIBIT "e" STATE OF GEORGIA RICHMOND COUNTY LIMITED WARRANTY DEED WITH REVERTER llllS INSTRUMENT is made this _ day of June, 1998, between Riclunond County Public Facilities:. Inc., a Georgia non-profit corporation ("Grantor"), and Augusta, Georgia, a county-wide government which is a body corporate and politic and a political subdivision of the State of Georgia ("Grant(:e") (the terms Grantor and Grantee include their respective heirs, legal representatives, successors and assigns where the context hereof requires or permits). This instrument evidences for public record certain rights created under a Public Purpose Installment Sale Agreement dated as of June 1, 1998, between Grantor and Grantee (the "Installment Sale Agreement"). WITNESSETH THAT: Grantor, for and in consideration of the sum ofTEN AND NO/lOO DOLLARS ($10.00), and other good and valuable consideration, in hand paid at and before the sealing :md delivery of these presents, the receipt, adequacy and sufficiency of which are hereby acknow::edged by Grantor, has granted, bargained, sold, and conveyed, and by these presents does hereby ,grant, bargain, sell, and convey unto Grantee, the real property described in Exhibit II A" attached hereto and by this reference incorporated herein (the "Property"). TO HAVE AND TO HOLD the above-descnbed tract or parcel ofland, together with all and singular the rights, members and appurtenances thereot: to the same being, belonging or in any wise appertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE SIMPLE; provided, however, that should there occur an "Event of Non-Appropriation" or "Event of Default, " as defined in the Installment Sale Agreement, then the Grantor may serve a notice in writing to the Grantee that the title to the Property, in the condition and as conveyed hereunder and as the Property has been improved, shall revert to the Grantee, and upon the occurrence of such event, the title to the Property, in the condition and as conveyed hereunder and as the same has been improved shall immediately and without the necessity of any further action on the part of the Grantor or the Grantee revert to and vest in Grantor, and the Grantee shall lose and forfeit all of its rights, title, and interest in and to the Property and all improvements and fixtures thereon. AND, the Grantor will warrant and forever defend the right and title to the above-described tract or parcel ofland unto the Grantee against the lawful claims of all persons claiming by or through the Grantor, except as to the permitted encumbrances described in Exhibit "B II attached hereto and by this reference incorporated herein. Notwithstanding anything herein to the contrary, the Grantee and the Grantor acknowledge and agree that the rights of the Grantee in the Property and all improvements thereon are subject and subordinate to a Deed to Secure Debt and Security Agreement dated as of June 1, 1998 from the e e Grantor to Regions Bank, as Trustee (the "Security Deed"), filed for record contemporaneously herewith, in the Office of the Clerk of Superior Court of Richmond County, Georgia, and that the rights of1he grantee in the Property and all improvements thereon are subject to termination in the event the :Property is sold pursuant to the exercise of remedies under the Security Deed. The Grantor hereby assigns its equity of redemption in the Property under the Security Deed to the Grantee. IN WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year first above written. Signed, g,ealed and delivered in the presence of: RICHMOND COUNfY PUBLIC FACILITIES, INC. By: lJnofficial VVitness Title: Attest: Title: Notary Public [SEAL] 2 e e EXHIBIT "A" LIMITED WARRANTY DEED WITH REVERTER ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 acres, more or less, and being bounded as follows: OIl the North, by the following tracts of land: (I) property of Brickle, Huffman; and Huffman, and propetty of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the "Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel lField Airport" , and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the" Airport Property"). On the East, by the Airport Property and by the right-of-way of Highland Avenue. 011 the South, by the right-of-way of Damascus Road; and 011 the West, by the following tracts of land: (1) property of Garren and Nordmann, as shown on that celtain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta- Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle Property. REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and accurate description as to the metes, bounds and location of the subject property. THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richmond County, Georgia. SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject property in a general north-south direction. e e Exhibit liD II A consent judgment was entered in an action brought by Georgia Environmental Organization, Inc., a nonprofit corporation vs. City of Augusta, U. S. District Court, Southern District of Georgia, Civil Action File No. CV194-151, under the terms of which the City agreed to pay $10,000.00 to the United States Treasury in civil penalties, attorney's fees, and $150,000.00 for "Supplemental Environmental proj ects" . All of these sums have been paid. In addition, the Order provides for fines to be imposed should Augusta fail tc meet construction deadlines for the Constructed Wetlands Project, for failure to meet pre-construction limits on discharge, and for failure to meet limits following completion of construction in October, 2000. However, all such fines are capped, and the maximum fines that could be imposed for failure to meet discharge limits prior to completion of the project is $200,000.00, for failure to meet the construction deadline is $250,000.00, and for failure to meet the discharge limits by January I, 2001 is $250,000.00. In addition, Robert McElmuarray and Boyceland Dairy have placed Augusta on notice that they intend to file suit under certain federal statutes, including the Clean Water Act, for damages they contend to have suffered on the farm property related to the application of sludge from the City's Wastewater Treatment Plant. Experts consulted by the City contend that the City's sludge at all times met federal guidelines. The City is also under the Wastewater Treatment Plant, Spirit Creek Treatment Facility. orders affect the Project, nor financial exposure to Augusta. certain consent orders relating to sani tary sewer lines, and the However, none of these consent do they create any substantial .7'-"" '2J __ .-J--,. e REEL 601 P_ 2395 Return To: Dougtlll D. Balchelor Hull, TowID, Norman & Bamltt, P.C. P.O. Box 1S64 Augusta. GA 309C:l- 1 584 DEED TO SECURE DEBT AND SECURITY AGREEMENT THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (this "Security Deed"), made and entered into as of this 1st day of June, 1998, by and between RICHlv10ND COUNTY PUBUC FACILITIES, INC., a Georgia non-profit corporation (the "Corporation"), and REGIONS BANK, a state chartered bank and trust company organized under the laws of the State of Alabama, as Trustee (the ''Trustee"); WITNESSETH: 1.01 THAT FORAND IN CONSIDERATION of the sum of $10.00 and other valuable considerations, the receipt and sufficiency whereof are hereby acknowledged, and in order to secure the indebtedness and other obligations hereinafter set forth, the Corporation does hereby grant, bargain, sell, convey, assign, transfer, pledge, and set over unto 1he Trustee the following described property (collectively, the "Premises"): (a) all those certain tracts, pieces or parcels of land (and any easements or other interests in . -'iland) more partiLwai(y rlf"-5Cribeain Exhibit "A"Lhereto (tlre-"Lmd;~); (brill buifdings, ~"structures ~cu:(~" improvements of every nature whatsoever now 01' here:lfter--sltuated on the Land; and all right, title and interest of the Corporation in all fixtures, machinery, building supplies and materials and all other articles of property of every kind and nature acquired with proceeds of the Certificates (hereinafter defined), and constituting the "Project" described in the Installment Sale Agreement (hereinafter defined); and all extensions, additions, improvements, bettennents, renewals and replacements, substitutions, or proceeds of any of the foregoing constituting proceeds acquired with cash proceeds of any of the property described hereinabove; all of which foregoing items are hereby declared and shall be deemed to be fixtures and accessions to the Land and a part of the Premises as between the parties hereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the indebtedness herein described and to be secured by this Security Deed; (c) all easements, righu;-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, wateJrs, water courses, water rights, numerals, flowers shrubs, crops, trees, timber and other emblements now or hereafter located on the Land or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances, reversions and remainders whatsoever, in any way belonging, relating or apperuuning to the Premises or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by the Corporation; and (d) all proceeds of any of the property descdbed abCWtEIlMOND COUNTY; GBORGIA Inta,,~ibk TtpinO::l HCI}!..J:~f;S_.~O >1i:i31:"; MnC!\!f1nr' ") .~~IVl3 12f I~"''' ." * ~ ..... * * Paltl S 7-.l..-Clr ~S:~ Wd Z-lnr86 Date tt~ ~ . ~/;':,:;;::; ;: ! ~I~~~ ~~ ~~~ROEO ElIIlM c. Jobtuon WI P ID: 362711 Ckrt 01 s"perlor eo",. .. ----... -- e REEL 601 P4IJ 2396 THIS SECURITY DEED IS A "CONSTRUCTION MORTGAGE" AS THAT TERM IS DEFINED IN THE OFFICIAL CODE OF GEORGIA ANNOTATED U 1-9-~n3(1)(c) AND SECURES AN OBUGATION INCURRED FOR THE CONSTRUCTION OF IMPROVEMENfS UPON LAND. .. 1.02 TO HAVE AND TO HOLD the Premises and all parts, rights, members and appurtenances thereof, to the use, benefit and behoof of the Trustee, IN FEE SIMPLE forever; and the Corporation covenants that the Corporation is lawfully seized of the Premises as aforesaid and has good right to convey the same, that the same are unencumbered except for those matters expressly-set forth in the title insurance policy insuring the lien of this Security Deed delivered in connection with the delivery hereof, and the Corporation does warrant and will forever defend the title thereto against the claims of all persons claiming through it, except as to the matters set forth in said title insurance policy. 1.03 THIS SECURITY DEED is a deed passing the title to the Premises to the .'",. --iI'ruStee and is made under the laws of ~e State of.Georgia relatingto.ckeds t:os~e- .<-.-- -. -- de~,. and is not a mortgage, and is given to secure the payn'~e.nt oL the followiflg.-..:-- described obligations (collectively, the "Obligations"): (a) the payment of the Richmorid County Public Facilities, Ine. Certificates of Participation (Augusta Golf Course Project), Series 1998 (the "Certificates"), representing undivided interests in all the obligations of Augusta, Georgia ("Augusta"), a body politic and corporate and a political subdivision of the State of Georgia under the Installment Sale Agreement, notwithstanding the termination of the Installment Sale Agreement or the invalidity of the Installment Sale Agreement as to Augusta, in whole or in part, together with all renewals, modifications, consolidations, replacements and extensions thereof (the Installment Sale Agreement and the G~cates are in the principal amount of $1,705,000 with the final payment being due on or before June 30,2013; and (b) any and all additional advances made or costs or expenses incurred by the Trustee to protect or preserve the Premises or the security interest created hereby, or for taxes, assessments or insurance premiums as provided in the Installment Sale Agreement. For purposes of this Security Deed, the tenn "lnsUlllment Sale Agreement" shall mean the Public Purpose Installment Sale Agreement of even date herewith between the Corporation and Augusta, which has been assigned by the Corporation to the Trustee pursuant to a Trust Indenture of even date herewith between the Corporation and the Trustee (the ''Trust Indenture"); and the tenn "Doc.uments" shall mean this Security Deed, the Trust Indenture the Installment Sale Agreement, the Certificates and any other documents to or of which the Trustee or 2 e REEL 601 PI 2397 Augusta is a party or beneficiary now or hereafter evidencing, securing or otherwise relating to the Obligations or the Premises. 1bis Security Deed is expressly made prior and senior to the Installment Sale Agreement and to the conveyance of the Premises made by the limited warranty deed with reverter delivered pursuant thereto. The Trustee is acting hereunder in its capacity as the "trusteell under the Trust IndentUf&. This Security Deed is given in confirmation of the assignment and transfer to the Trustee contained in the Trust Indenture of the rights, title and interest of the Corporation with respect to the Premises, and to document and afford to the Trustee the rights pennitted by law with respect to deeds to secure debt and security agreements with respect to the Premi~:es. 1.04 SHOULD THE OBUGATIONS BE PAID according to the tenor and effect thereof when the same shall become due and payable, then this Security Deed shall be canceled and surrendered. 1.05 NOT WITHSTANDING ANYTHING HEREIN OR IN THE OTHER . DOaJ1yillNfS~OR -€LOSTI-..J'G DOCtf:lvffitITS-YO'"'i'i-ffiC<Ul'rrRARy;7H:EtIABILITY OF THE CORPORATION WITH~ RESPECf TO ITS.9BI1GATIONS HEREUNDER ORTHEREUNDER SHALL BE UMITED TO ITS INfEREST IN THE PREMISES. AND NO PERSONAL LIABILITI OR RESPONSIBILITY, WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, IS ASSUMED BY THE CORPORATION, NOR SHALL ANY PERSONAL LIABILITY OR RESPONSIBIUlY BE ASSERTED OR ENFORCEABLE AGAINST THE UNDERSIGNED, ALL SUCH PERSONAL LIABIUlY OR RESPONSIBIUlY BEING HEREBY EXPRESSLY WAIVED BY THE TRUSTEE. ~r COVENANTS AND AGREEMENTS 2.01 Seauity Agreement. 'This Security Deed is hereby made and declared to be a security agreement encumbering each and every item of personal property included herein as a part of the Premises, in compliance with the provisions of the Uniform Conunercial Code as enacted in the jurisdiction applicable thereto (the IICommercial Code:II). The remedies for any violation of the covenants, terms and conditions of the security agreement contained in this Security Deed shall be as prescribed herein, or as prescribed by general law, or as prescribed by the Commercial Code, all at the Trustee's election in the discretion of the Trustee. 3 e REEL 601 p~ 2398 2.02 Further Assurances. Mter-Acquired Property. The Corporation shall, and shall cause Augusta to, execute and/or deliver (and pay the costs of preparation and recording thereof to the Trustee, upon demand, any further instrument or instruments so as to evidence, reaffirm, correct, perfect, continue or presexve the obligations of the Corporation or Augusta under the Documents, the collateral at any time securing or intended to secure the Documents, and the first and prior legal security title and interests of the Trustee to all or any part. of the Premises, whether now owned or hereafu~ acquired by the Corporation or Augusta. Upon any failure of the Corporation or Augusta so to do, the Trustee may make, execute, record, file, re-record and/or re-file . any and all such instruments for and in the name of the COIporation or Augusta, and the Corporation hereby (and shall cause Augusta to) irrevocably appoints the Trustee agent and attorney-in-fact to do so. .2.03 Conveyance or Encumbrance. Neither the Corporation (except as to Augusta as contemplated by. the Installment Sale Agreement) nor Augusta shall encumber, pledge, convey, transfer or assign any or all of their respective interest in the 9l?remiS.~, OT execute or consent 'to any instrumentcor matter which might affect the ~title .. to the Premises. " '0.."_ ~ ;.,. 2.04 Conveyance to Augusta. Notwithstanding Paragraph 2.03 above, or any other provision of this Security Deed, the Trustee hereby consents to the execution of the Irutalhnent Sale Agreement and the conveyance of the Premises to Augusta, subject and subordinate to this Security Deed; provided, however, the Trustee's interest in the Premises and this Security Deed shall constitute and remain a first priority security title and lien in and to the Premises in favor of the Trustee, superior in all respects to the inter~:t of Augusta. DEFAULT AND REMEDIES 3.01 Defaults. The term "Default," wherever used in this Security Deed, shall mean anyone or more of the following events: (a) a failure in payment of any portion of the Obligations; or (b) the occurrence of an Event of Default or an Event of Non- Appropriation under the Installment Sale Agreement. 3.02 Rights Upon Default. If a Default shall have occurred, then the Trustee, at its option, may do anyone or more of the following (and, if more than one, either concurrently or independently, and in such order as the Trustee may determine in its 4 e REEL 601 ~ 2399 discretion), in addition to its other remedies under the Documents, all without regard to the adequacy or value of the security for the Obligations. (a) Enter upon and take possession of the Premises without the appointment of a receiver, or an application therefor; at its option, operate the Premises; at its Qption, exclude the Corporation, Augusta and its agents, employees and assigns wholly therefrom; at its option, employ a managing agent of the Premises; and at its option, exercis<: anyone or more of the rights and, powers of the Corporation to the same extent as the Corporation could, either in its own name, or in the name of the Corporation; and receive the rents, incomes, issues and profits of the Premises. The Trustee shall have no obligation to discharge any duties of a landlord to any tenant or to incur any liability as a result. of any exercise by the Trustee of any rights hereunder, and the Trustee shall not be liablie for any failure to collect rents, issues, profits or revenues, nor liable to account for any rents, issues, profits or revenues unless actually received by the Trustee. (b) Apply, as a matter of strict right, without notice and without regard to the -solvency of any partY bound for its payment, for the 'appointment of a teceiver-to-tak~ c ." . ---,,-possession of anc}.{o-operate the Premises and to collect and apply thejncom~rents,_ issues, profits and revenues thereof (c) Pay, perform or observe any term, covenant or condition of this Security Deed and any of the other Documents and all payments made or costs or expenses incurred by the Trustee in connection therewith shall be secured hereby. The necessity for any such actions and the amounts to be paid shall be determined by the Trustee in its discretion. The Trustee is hereby empowered to enter and to authorize others to enter upon the Premises or any part thereof for the purpose of performing or observing any such defaulted term, covenant or condition without thereby becoming liable to the Corporation, Augusta or any person in possession holding under the Corporation or Augmta. The Corporation hereby acknowledges and agrees, and shall cause Augusta to acknowledge and agree, that the remedies set forth in this Paragraph 3.02(c) shall be exercisable by the Trustee, and any and all payments made or costs or expenses incurred by the Trustee in connection therewith shall be secured hereby. (d) Sell the Premises or any part of the Premises at one or more public sale or sales at the usual place for conducting sales in the county in which the Land or any part of the Land is situated, to the highest bidder for cash, in order to pay the Obligations, and :ill expenses of sale and of all proceedings in connection therewith, including 5 e e REEL 601 PAGE 24gg reasonable attorney's fees, after advertising the time, place and terms of sale once a week for fow,' weeks immediately preceding such sale (but without regard to the number of days) in a newspaper in which sheriffs sales are advertised in said county, all other notice being hereby waived by the Corporation. At any such public sale, the Trustee may execute: and deliver to the purchaser a conveyance of the Premises or any part"of the Premises in fee simple, with full warranties of title, and to this end the Corporation hereby constitutes and appoints the Trustee the agent and attorney-in-fact of the Corporation to make such sale and conveyance, and thereby to divest the Corporation and Augusta of all right, title and equity that the Corporation or Augusta may have in and to the Premises .and to vest the same in the purchaser or purchasers at such sale or sales, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed, and any recitals in said conveyance or conveyances as to facts essential to a v~Jid sale shall be binding upon the Corporation. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, and shall not be exhausted by one exercise thereof but may be exercised until full payment of all of the Obligations. In the event of any sale under this Security Deed - - - by virtue of the exercise of the powers herein granted,"t:)r pursuant to. any oruenin-any) - ,,-- '~-"" judichJ-pmceeding or othenvise, the Premises may be sold as.an entirety. or in separate- --..;., parcels and in such manner or order as the Trustee in its discretion may elect, and one or more exercises of the powers herein granted shall not extinguish nor exhaust such powers, until the entire Premises are sold or the Obligations are paid in full. The Trustee may, at its option, sell the Premises subject to the rights of any tenants of the Premises, and the failure to make any such tenants parties to any foreclosure proceedings and to forecLose their rights will not be asserted by the Corporation to be a defense to any proceedings instituted by the Trustee to collect the Obligations. If the Obligations are now or hereafter further secured by any chattel mortgages, pledges, contracts of guaranty, assignments of lease or other security instruments, the Trustee may at its option exhaust the remedies granted under any of said security either concurrently or independently, and in such order as the Trustee may determine in its discretion. Upon any foreclosure sale, the Trustee may bid for and purchase the Premises and shall be entitled to apply all or any part of the Obligations as a credit to the purchase price. In the event of any such foreclosure sale by the Trustee, the Corporation shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchases at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over. In case the Trustee shall have proceeded to enforce any right, power or remedy under this Security Deed by foreclosure, entry or otherwise or in the event the Trustee commences advertising of the intended exercise of the sale under power provided 6 e, e REEL 601 PAGE 2401 hereunder, and such proceeding or advertisement shall have been withdrawn, discontinued or abandoned for any reason, then in every such case (i) the Corporation and the Trustee shall be restored to their former positions and rights, (ii) all rights, powers and remedies of the Trustee shall continue as if no such proceeding had been taken, (Hi) each and every Default declared or occurring prior or subsequent t.o such withdrawal, discontinuance or abandonment shall be deemed to be a continuing Default, and (iv) neither this Security Deed, nor the Obligations, nor any other Document shall be or shall be deemed to have been reinstated or otherwise affected by such withdrawal, discontinuance or abandonment; and the Corporation hereby expressly waives the benefit of any statute or rule of law now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with this sentence. (e) The Trustee may apply any moneys and proceeds received by the Trustee as a remIt of the exercise by the Trustee of any right conferred under this Section 3.02 in such order as the Trustee in its discretion may elect against (i) all costs and expenses, including reasonable attorneys fees, incurred in connection with the operation of the Prerni:>e$; (ii) an-costs'-and-expenses, incitidingreasonable attorneys!" fees, incurred in the ':I collection of any or all of the Obligations.,-including those iih~i:L..-rea in seeking to realize on or to protect or preserve the Trustee's interest in any other collateral securing any or all of the Obligations; (Hi) any or all unpaid principal on the Obligations; and (iv) acero.ed interest and charges on any or all of the foregoing. Any residual after such application shall be paid to Augusta. (f) Notwithstanding anything herein to the contrary, following any Default, the Trustee shall have no obligation to exercise remedies after an Event of Default or Event of Non-Appropriation unless it shall have received satisfactory indemnity and written instructions from the Owners of at least 25% of the aggregate principal amount of Cc::rtificates then outstanding. GENERAL CONDmONS 4.01 No Waiver. Remedies Cumulative. No delay or omission by the Trustee to exercise any right, power or remedy accruing upon any Default shall exhaust or impair any ~iUch right, power or remedy or shall be construed to be a waiver of any such Default or acquiescence therein, and every right, power and remedy given by this instrument to the Trustee may be exercised from time to time and as often as may be deemed expedient by the Trustee. No consent or waiver, expressed or implied, by the Trustee to 7 e REEL 6~AGE 2402 or of any Default shall be deemed or construed to be a consent or waiver to or of any other Default. No delay, indulgence, departure, act or omission by the Trustee shall release, discharge, modify, change or otherwise affect the obligations of the Corporation or Augusta or any subsequent purchaser of the Premises or any part thereof, or preclude the Trustee from exercising any right, privilege or power granted herein or aJ.ter the seauity title, seauity interest or lien hereof. No right, power or remedy conferred upon or feseJ:ved to the Trustee hereunder is intended to be exclusive of any other fight, power or remedy, but each and every such right, power and remedy shall be cumulative and concwTent and shall be in addition to any other right, power and remedy given hereunder or under the other Documents or now or hereafter existing at law, in equity or by :;tatute. 4.02 Miscellaneous. This Security Deed shall inure to the benefit of and be binding upon the Corporation and the Trustee and their respective heirs, executors, legal representatives, successors, successors-in-title and assigns, subject to all restrictions on transf,:r herein. The Documents (and any interest therein) are assignable by the Trustee, .. and :my assignment of -the Dociunents rby the- Trustee shall operate to vest in the v " assignee all rights and powers conferred upon ..rnd granted to the Trustee by the Documents; and, in the event of any such assignment of the entire interest of the Trustee in the: Doaunents, the Trustee shall be relieved of all obligations and liabilities under the Documents; the Documents may not be assigned by the Corporation without the prior consent of the Trustee, which may be given or withheld at the discretion of the Trustee. The Documents may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against whom enforcement of such change, waiver, discharge or tennination is sought. The Documents contain the entire agreement between the Corporation and the Trustee and between the Corporation and Augusta relating to the transactions contemplated hereby and supersede entirely any and all prior written or oral agreements with respect thereto; and the Corporation and the Trustee hereto acknowledge and agree that there are no contemporaneous oral agreements with respect to the subject matter hereof. Nothing contained in the Documents shall be construed to create an agency partnership or joint venture between the Corporation, Augusta and the Trustee. All personal pronouns used in the Documents whether used in the masculine, feminine or neuter gender, shall include all other genders, the singular shaD. include the plural, and vice versa. TItles of articles and sections in the Documents are for convenience only and in no way define, limit, amplify or describe the scope or intent of any provisions thereof. When anything is described in the Documents in genl~ral terms and one or more examples or components of what has been described 8 e REa 6WAGE 2403 -", generally is associated with that description (whether or not following the word "including"), the examples or components shall be deemed illustrative only and shall not be construed as limiting the generality of the description in any way. Wherever in the Documents the approval or consent of the Trustee is required or pennitted, or wherever a requ:irement of the Trustee or the standard of acceptability or satisfaction.pf the Trustel~ must be detennined, such approval, consent or detennination of the Trustee shall not be unreasonably exercised; provided, however, that wherever it is indicated that such a:pproval, consent or detennination is to be given or made at the option or in the discrellon or judgment of the Trustee, then the Trustee may grant or withhold such approval or consent or make such. determination without restriction in its sole and absolute discretion. If any provisions of the Docwnents or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of each of the documents and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permiltted by law. Time is of the essence with respect to each and evety covenant, agreement and obligation of the Corporation under the Documents. All exhibits referred to-in the Documents are by such referenCe incorporated into,the Documents as if fully'. set forth therein. 4.03 Communications. Unless and except as otherwise specifically provided herein, any and all notices, elections, approvals, consents, demands, requests and responses thereto ("Communications") pennitted or required to be given under the Doolffients shall be in writing, signed by or on behalf of the party giving the same, and shall be deemed to have been properly given and shall be effective upon the earlier of rece!lpt thereof or deposit in the United States mail, postage prepaid, certified with return receipt requested to the other party at the address of such other party set forth hereinbelow or at such other address within the continental United States as such other party- may designate by notice specifically designated as a notice of change of address and given in accordance herewith; provided, however, that the time period in which a response to any such Communication must be given shall commence on the date of rea~pt thereof, and provided further that no notice of change of address shall be effective with respect to Communications sent prior to the time of receipt thereof. Receipt of Communications under the Documents shall occur upon actual delivety (whether by mail, telecopy transmission, messenger, courier service, or otherwise) to any person who is .an officer, agent or employee of the Corporation at any location where such person may be found, or to an officer, agent or employee of the Corporation or the Trustee, at the address of such party set forth hereinbelow, subject to change as provided h{xeinabove. An attempted delivery in accordance with the foregoing, acceptance of which is refused or rejected, shall be deemed to be and shall constitute delivety; and an attempted delivery in accordance with the foregoing by mail, messenger, or courier 9 e REa 601 PtJ 2404 service (whichever is chosen by the sender) which is not completed because of changed address of which no notice has been received by the sender in accordance with this provision shall also be deemed to be and constitute receipt. Any such communication, if given to the Trustee, shall be addressed as follows, subject to change as provided hereinabove: ... Regions Bank Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 and, if given to the Corporation, must be addressed as follows, subject to change as provided. hereinabove: Richmond County Public Facilities, Inc. c/o Burnside, Wall, Daniel, Ellison & Revell 454 Greene Street Augusta, Georgia 30901 Attention: Mr. James B. Wall With a copy to: Augusta, Georgia 530 Greene Street Augusta, Georgia 30901 Attention: Mr. Charles R. Oliver, Administrator 4.04 Greater Estate. In the event that the Corporation is the owner of a lesser estate with respect to any portion of the Premises and the Corporation obtains a fee estate in such portion of the Premises, then, such fee estate shall automatically, and without further action of any kind on the part of the Corporation, be and become subject to the security title and lien hereof. 4.05 Applicable Law. This Security Deed shall be interpreted, construed and enforced according to the laws of the State of Georgia. 4.06 Recording. lhis Security Deed, is to be recorded in the records of the Clerk of the Superior Court of Richmond County, Georgia. 10 e REEL 6e~AGE 2405 IN WITNESS WHEREOF, the Corporation has executed this Security Deed under seal, as of the day and year first above written. Signed, sealed and delivered in the presence of: RICHMOND COUNlY PUBUC FACILmES, INC. ~~ By. Unofficial itn - :~'L~ r:' . -;:~.i'~"Public .: //....tNdD\fuALSEAL] \~\....d7';.9,ff~.w..- ~.... ~~f? ..:-- . '~....:l; .. '/ ',.'. '." . ~. .:.". " n'.\ "'. . Secretary RPORATE S~~a .':~\~>.c;~'<i' '. :/C),:,~... ~._" ; .~' :". -:~:- : &.v. 1.1-> (~,~ .... ;:~ :~: i:: :'. ...';./. ~~.~~ ::) . ~ ~ : ./ . \ ~... .." . ~'.;:~_: ):. .. ~: ... .:.- . ~ ... r~ .7E/1.ci j,\\\'. . . '1'1' 11 e REEL 601 ~ 2406 The Trustee has executed this Security Deed for the purpose of becoming a signatozy to the security agreement set forth herein. Signed, sealed and delivered In the presence of: c2fwJ. Pmm Y3 nomJ~ Unoffi~al Witnes~ ~~~,~ ~ ~jan, Public MY cm!'\~3']:cn E.:pjr:;:s lJ!:CEJ'"a?iJl 5, 2mi I .rN.O~ARIAL SEAL] :<~;:::~~::"':"', .. '" --" J: 0"'. v j' ! J" { ~:-:~ :..: ~~: ro r.' \. \':. - .0 . . /. ~., ~ .-; --= f" e f:. "'. '"/":. .,. ~' ........ . ,l.~., )~~:~:~":. REGIONS BANK, as Trustee ~ . By: I /~ v lit! _~E PRESIDENT 1 e. CORPORATE TRUST MANAGER Attest: Q.~ vi ~~~e<J TItle: ;t.SSISTANT SECRETARY 12 . . -- REEL 601 ~E 2407 EXHmIT "A" DEED TO SECURE DEBT AND SECURITY AGREEMENT ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-IUchmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 acres, more or less, and being bounded as follows: On the North, by the following tracts of land: (I) property of Brickle, Huffman, and Huffman, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book llU, page 319 (the "Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel Field AiqlOrt" , and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the" Airport Property"). On the East, by the Airport Property and by the right-<>f-way of Highland Avenue. On the South, by the right-<>f-way of Damascus Road; and- On the Wt'St, by the following tracts of land: (1) property of Garren and Nordmann, as showp , on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) propelty of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta- Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle Property. REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and accurate description as to the metes, bounds and location of the subject property. THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richm?nd County, Georgia. .. SAID property is conveyed subject to the right-<>f-way of Old Camp Road which bisects the subject property in a general north-south direction. GAl RICHMOND COUNTY CLERK SUPERIOR COURT FILED FOR RECORD 02 JUL 1998 AT 04;55PM RECORDED 02 JUL 1998 @)- . ~ 601 PAGE 2408 ::-",. ~ D. Ila!dlelor P.o. ~ ...., Il8IT.ct, p.c. AI.9-. CM -"S84 RICHMOND COUNTr, GBORGlA. : I .;. ,II j "'.', ;)~ f il:~ RePl ~ TI~Tra ::.!:. :'., " i~! I.' .;!;J:~::. PDU $ .Rf 98 JUL -2 PH 4: 55 DaU 7 --'d.-",qy STATEO~~<?~q~"HH~ON f/. . } r!.--~. "L,-;.t)1.' Ur c't:.""l!)H COUH~ .. L.d\ .J. . ~ . . ElDln, C. Jo RICHMOND COUNTY . C'Iri of Superior CDurl .. ORIGINAL REEL RECORDED REEL 601 PAGE 2408 ~np IO: 362712 THIS INSTRUMENT is made this l:! day ofJune, 1998, between Richmond County Public Facilities, Inc., a Georgia non-profit corporation ("Grantor"), and Augusta, Georgia, a county-wide government which is a body corporate and politic and a political subdivision of the State of Georgia ("Grantt~") (the terms Grantor and Grantee include their respective heirs, legal representatives, succesSC>fS and assigns where the context hereof requires or permits). This instrument evidences for public n;:cord certain rights created under a Public Purpose Installment Sale Agreement dated as of Jun~ 1, 1998, betwee~ Grantor and Grantee (tlte. "Installmenl S~e Agreement"). - LIMITED WARRANTY DEED WITH REVERTER WITNESSE'IH rdAT: Grantor, for a.'!d in consideratioD of the sum ofTEN AND NO/lOO DOLLARS ($10.00), and other good and valuable consideration, in hand paid at and before the sealing and delivery of these presents, the receipt, adequacy and sufficiency of which are hereby acknowledged by Grantor, has granted, bargained, sold, and conveyed, and by these presents does hereby grant, bargain, sell, and convey unto Grantee, the real property described in Exhibit "A" attached hereto and by this reference incorporated herein (the "Property"). TO HA VB AND TO HOLD the above-described tract or parcel of land, together with all and singular the rights, members and appurtenances thereot: to the same being, belonging or in any wise appertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE SIMPLE; provided, however, that should there occur an "Event of Non-Appropriation" or "Event of Default, " as defined in the Installment Sale Agreement, then the Grantor may serve a notice in writing to the Grante<~ that the title to the Property, in the condition and as conveyed hereunder and as the Property has be<::n improved, shall revert to the Grantee, and upon the occurrence of such event, the title to the Property, in the condition and as conveyed hereunder and as the same has been improved shall immediately and without the necessity of any further action on the part of the Grantor or the Grantee revert to and vest in Grantor, and the Grantee shall lose and forfeit all of its rights, title, and interest in and to the Property and all improvements and fixtures thereon. AND, the Grantor will warrant and forever defend the right and title to the above-described tract or parcel ofland unto the Grantee against the lawful claims of all persons claiming by or through the Gnmtor, except as to the permitted encumbrances described in Exhibit "B" attached hereto and by this reference incorporated herein. Notwithstanding anything herein to the contrary, the Grantee and the Grantor acknowledge and agree that the rights of the Grantee in the Property and all improvements thereon are subject and subordinate to a Deed to Secure Debt and Security Agreement dated as of June 1, 1998 from the , if . . REEL 601 PAGE 2409 Grantor to Regions Bank, as Trustee (the "Security Deed"), filed for record contemporaneously herewith, in the Office of the Clerk of Superior Court ofRicrunond County, Georgia, and that the rights of.the grantee in the Property and all improvements thereon are subject to termination in the event the Property is sold pursuant to the exercise of remedies under the Security Deed. The Grantor hereby a:;signs its equity of redemption in the Property under the Security Deed to the Grantee. .. IN WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year first abo"ve written. Signed, sealed and delivered in the pr~:ence of: RICHMOND COUNTY PUBLIC FACILITIES, lNC. \lh:ld/~ Unoffidal itness B. .,; . '~ I " ..'.(,.:" /. /' .I ffi / Ilk' ,r~..'. .(..': L2tf'tA/A-!.-f \':~.:::;:N;l:'o .: 'I~blic f:- ~~,'~ (') T , , . j;- t':-. /1 , 'i:'" '.:.. .4' 'U;>U1._.'s:.$/V"L- ~~. ,:" ), ,. ,g~~/r '~.. i . ('. .. "F \ e, , \" {/~':,~;:~:,.<..~.;~:,::~' ~.~ r)f/9? [SEAL] .t....';;' I., ~ ...~\~ . \"i 1 E.l ,~ . ...." ,~. ..' 1" ",_':/'~ ".'la ,0(": "," ...:'~. .:-.:-" eJl' . .' ,~.'{., ". ..~ (t/: T1,.." ,.. , ..~ ~ .., I I' .,1 1-- '," ; jt'~,_ 'I.' ~ ~/.~"." ~',,~:;:~: .. ,,~. .'-(".~:' .~ J, ,-v' ~,~c! JJ:' <:J-' v.., .:.' , ':(J':-' . le{) ,U,V.\',. l~~~:' J: . (' _.'; ,f" -, ", 2 f .- . . REEL 601 PAGE 2410 EXIllBIT "A" LIMITED WARRANTY DEED WITH REVERTER ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing J,A.2.00 acres, mOl;e or less, and being bounded as follows: On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office oflhe Clerk of Superior Court of Richmond County, Georgia, in Realty Book liD, page 319 (the "Brickle PropertyW); and (2) by property of Augusta-Richmond County, Georgia known as the wDaniel Field AiqlOrtW, and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the wAirport PropertyW). On the East, by the Airport Property and by the right-of-way of Highland Avenue. On the South, by the right-of-way of Damascus Road; and ~ On the West~ b~ the following tracts 'of land::' {I) prciperty40f Garren and Nordmann:=as -shown on that-c.:~ti.u plat dated February 26, 1987, prepared by George L.-Godman and recorded in Realty Reel -~. 259, page: 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, pre:pared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) propel:ty of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pag(:5 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta- Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in siid Clerk's Office; and (6) the Brickle Property. -1".... REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and accurate description as to the metes, bounds and location of the subject property. THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augu~,ta-Richmond County, Georgia. SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject property in a general north-south direction. GAl RICHMOND COUNTY CLERK SUPERIOR COURT FILED FOR RECORD 02 JUL 1998 AT 04:55PM RECORDED 02 JUL 1998 . . . CLOSING CERTIFICATE OF RICHMOND COUNTY PUBLIC FACILITIES, INC. ~, the undersigned President and Secretary of Richmond County Public Facilities, Inc. ("RCPF'), hereby certify as follows: 1. RCPF is duly incorporated, validly existing and in good standing under the laws of the Stat(~ of Georgia (the "State") and has made all required filings with the State, including, without limitation, the annual registration statement required by ~ 14-3 -1622, Official Code of Georgia Annotated. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Public Purpose Installment Sale Agreement, dated as of June 1, 1998 (the "Installment Sale Agreement"), among Augusta, Georgia ("Augusta") and RCPF. - 2. Attached hereto as Exhibit A is a true and correct copy of the Articles of Inr^>rporation ofRCPF as in effect on the date hereof -There has been no amendment to said ..: Articles of Incorporation not reflected in said attachment. To the best of my knowledge, there are no proceedings pending or threatened for the dissolution or liquidation ofRCPF or threatening its existem;e. 3. Attached hereto as Exhibit B is a-true and correct .copy of the By-Laws ofRCPF as in effect on the date hereof There has been no amendment to said By-Laws not reflected in said attachment. 4. Attached hereto as Exhibit C is a true and correct copy of a resolution adopted on June 15, 1998 by the Board of Directors ofRCPF authorizing the issuance ofRCPF's Certificates of Participation (Augusta Golf Course Project), Series 1998 (the "Certificates"), in the aggregate principal amount of $1,705,000, pursuant to the terms of a Trust Indenture, dated as of June 1, 1998 (the "Trust Indenture"), between RCPF and Regions Bank, as trustee (the "Trustee"). The resolu1ion was duly adopted at a regular meeting of the Board of Directors ofRCPF held on June 15, 1998, at which a quorum for the transaction of business was present and acting throughout. Such resolution is now in full force and effect and has not been modified, amended, or revoked in any re:>pect. 5. As of the date hereof: (a) the representations and warranties ofRCPF contained in the In:rtallment Sale Agreement and in the Trust Indenture are true and correct in all material respects, (b) all obligations required under or specified in the Installment Sale Agreement and the Trust Indenture to be performed by RCPF have been performed, ( c) the Trust Indenture, the InstalJment Sale Agreement, the Deed To Secure Debt and Security Agreement from RCPF to the Trustf~ dated as of June 1, 1998 (the "Security Deed") and the Reverter Deed have been duly executed and delivered by RCPF, are in full force and effect and have not been amended, modified or supplemented, and (d) RCPF in compliance in all respects with all the covenants, agreements, provi:;ions and conditions contained in the Installment Sale Agreement, the Trust Indenture, the Secwity Deed and the Reverter Deed (collectively the "RCPF Documents") which are to have been performed and complied with on or before the date hereof . . . 6. All actions required to be taken by RCPF under applicable law in connection with RCPF's execution, delivery and performance of the RCPF Documents have been taken in compliance with applicable law. This ~ day of July, 1998. / -r [SEAL] The undersigned hereby certifies that he.is counsel for RCPF, and that the officers executing the foregoing certificate are the duly elected, qualified and acting President and Secretary ofRCPF and his signature is true and correct. This ~ day of July, 1998. J=fl~ -2- a;t:erttttry _ ~ttttt <!!orporatiott.s'iui.siott e}u:ite 315, me.st mower 2 Sllartitt 1liutl1er [I(ittg 3Jr. mr. l\t1attbto Oieorgia 30334-1530 . . E)~HIBIT "A" DOCKET NUMBER CONTROL NUMBER DATE INC/AUTH/FILED: JURISDICTION PRINT DATE FORM NUMBER 981750792 9002486 02/07/1990 GEORGIA 06/24/1998 215 HULL, TOWILL, NORMAN & BARRETT DOUGLAS D. BATCHELOR 801 BROAD STREET, 7TH FL. AUGUSTA GA 30901 CERTI F I ED COPY I, Lewis A. Massey, the Secretary of State of the State of Georgia,. do hereby cert i fy under the sea I of my .off ice. that. the attached documents -are true and correct copies of documents filed under the name of . RICHKOND COUNTY PUBLIC FACiliTIES, INC. A DOKESTIC NONPROFIT CORPORATION Said entity was formed in the jurisdiction set forth above and has filed in the office of the Secretary of State on the date set forth above its certificate of I imited partnership, articles of incorporation, articles of association, articles of organization or application for certificate of authority to transact business in Georgi.". This certificate is issued pursuant to Title 14 of the Official Code of Georgia Annotated and is prima-facie evidence of the existence or nonexistence of the facts stated herein. ~~ ~ tI. A1~ ~IS A. MASSE~/P tf SECRETARY OF STATE ~latl1-tn . . . ~ ~ecrebl11! of ~tnte ~Uli"t91 ~tr\Jict. and ~rBuhdio" J9uitt 306" ~tlt ;ofDrr 2 ~1I ':~~~rr ~l". Jr. ~r. J'tl&llta. 4itorBu 303].1 /3 C H A R TE ~ \I U .1': 9 E R 04TE I~CORPORATE~: COUNTY e lCAli'X" E R TELE PHON!: 900Zloee> O'J . FE9qUA~Y 07, lQQ~ RICHM0'40 MARIl.Y'i H MATEE~ 4C4-65~-l81' . . "A I l. E C' TO: JA"ES Le H~NDEASO~~ III 3100 r[~ST ATLANTA TOW!R ATLANTA GlJ0383 CtRTlf[eAT~ ~Of I"CORPORATIO~ i~ .:: "i I, MAX CLE~AND, SECRET~A' OF STATE AND THE .CORPORATIONS C~fl'.tt;ISSl[ONER OF THE srftiE OF 'GEOA"GIA- Da' H[A;;n tEAT.ny, UNDER THE"~ SEAl Of ~y Of~I(f, THAT --~----~-~~---------~-------~~------------~~--~-~--------------- -AICH~~NO COJHTY PUBLIC FACILITIES, INC.- -------~-~-~----~-~----------------~--------------------------~- H~S B~EN DUl.Y INCOA~ORATED UNOER T~E LA~S OF THE STATE OF GEO~GI. O~ THE DATE SeT FORTH ABOVE,. 9T THE FILING OF ARTICLES OF INCO~- paRATION IN THE O'FIC~ 0' THE SECRETARY OF STATE AKD THE FEES TwEREFCU PAID, .~~ P~OVIDED 9' L~W, .ANO THaT ATTACHED HE~ETO IS . T~uE COPT OF SA~D ARTICLES OF INCORPORATIO~e WITNESS, "Y HAND A~D OF'ICIA~ SEAL, I~ T~E CITY OF ATLANTl AND T~E SY~rE OF GfOqGl_ ON T~E DATE SET FOATH BELOW. DATE: FE9RYARY 08, lY90 . ~-l\~\cS .^ ~":' tI..!......_.~. ~f1 r \Q . ~:> . ~1Jt[ . " ~. MAX CLf.L,\.'m stCRET ARY m' ST" TE '.. , ~. ~~~~ '::~f~ [~ .' '$5!: ~.., ':'-;:-.' '~.;"':'.. . J' ~'r~ . .; . ~.~'. . '. .. . : .... , ...:. II.WA Y~E 1I0WELL . DEPUTY SECRETARY OF STATE .... .. ". .:~1~-' ~<" . . ,"'~" , . ~i~aiTIES . .:~i' . CE\lETERIES. I."...~ ... . \.~656289o&~:'j; .,; . ...... 6*3019 :i' . ~":' .~': ::l':...,.....~.:~;. '.... . ,_,.. :',: j. :....-.~.,h -' ~.. ~'.':44~ . ~ (t'::::t...~~f1,.((^):. .0" ..!,' ." \.'~. ',' ..... ...Y1\\fi'V~..,~. " ".',- .. COltl'fJlt:\ TIO~S 656-2811 CORPORATlo\..~ II~T.U~I: . .w.I-6.')(.. 2222 . Outaide ~Irtro-Atlanu 't.. . . . - ARTICLES OF INCORPORATION OF RICHMOND COUNTY PUBLIC FACILITIES, INC. I. The name of the corporation is "RICHMOND COUNTY PUBLIC FJ~CILITIES, INC." (the "Corporation"). II. . 'J>h\:1 Corporation is organized p\2rs'Uant' to the pro,'isions" '1 ,~. olE the Georgia Nonprofit Corporation Code. (':J -III. The Corporation shall have perpetu~l duration.- IV. The Corporation is a nonprofit corporation organized to af::quire, retain and administer a fund, or funds, to be held, i:rlvested and used exclusively for the benefit of Richmond County, G,eorgia (the "County"), a body corporate and politic and a p.olitical subdivision of the state of Georgia, and any other political subdivision or body corporate and politic of the state of Georgia located within or without Richmond County, Georgia, and the State of Georgia or any of its departments or agencies, and to acquire, own, construct, renovate, improve, equip, maintain, manage, operate, lease as lessor or lessee, sell or otherwise convey, land, buildings, facilities and equipment of every kind and character for the benefit and use of Richmond County, Georgia and its citizens, and any other political subdivision or body corporate and politic of the state of Georgia ".~I# ' , . . .' :,1 1&\ ....; :';'r.~. .~,.:.: ~ .. . '. ,-, Ii . ",i -, . I ., '_ '.' /I I . . . located within or wIthout Richmond County, Georgia, and the State of Georgia or any of its departments or agencies. V. The corporation is not organized and shall not be c:>perated for pecuniary gain or prof'it.--,'No part of the property'. .' ~l .~' ;'..:: .' '_ - I:>r net earnings of the Corporation shall inure or. be payable to IJr for the benefit of any individual except as reasonable I::ompensation for services actuaLly ~rsndered lby..-such ind,ividual .or .... .' ,as payments and distributions in furtherance of the purposes set fOi:"th in Art-iclt!s 'IV and VI hSC'ttof. - ~\;' is intanded-thari.i'fe Corporation will qualify at all..times as ,an .organization exempt from Federal Income tax under sections 501(a) and 501(c)(3) of the Internal Revenue Code of 1986, as now or hereafter amended, or the corresponding provisions of any future United States internal revenue law (referred to in these Articles of Incorporation as the MCodeM), that it will qualify at all times as an organization to which deductible contributions may be made pursuant to sections 170, 642, 2055 and 2522 of the Code, and that it will qualify as other than a private foundation pursuant to section 509(a) (3) of the Code: therefore, notwithstanding any other provision in these ArtiCles, the Corporation shall never be authorized to engage in any activity except in furtherance of the purposes for which the Corporation is organized. and the Corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from Federal income tax " y~" under sections 501(a) and 501 (c) (3) of the Code or (ii) by a .~(:. . ff~~: corporation, contributions to which are deductible under sections .\' " 7.;.:.:.- v' (. :' ' '.~ ',.. ~~::: r',!. V" -.' A, \AAtOmIC tli1~';,'" C','. -2- 02/07/to 12,JJpe -. - ....... .' . . . - 170, 642, 2055 and 2522 of the Code. The Corporation shall not disb~lrse any funds or take any action contrary to the policies o( the C:ounty, nor shall it "-sponsor any activities in violation ot pertlnent Georgia statutes. The corporation shall never directly or ind~rectly participate in or intervene in (including the publ:lshing or'"distributing ot stat~ments) any~olitic~l- ca1!1paig"__. on bt~half of any candidates for public otfice, nor shall any part of tItle activities of the Corporation be devoted to attempting to influence legislation by propaganda or otherwise, within the meaning of the proscriptive provisions of the Code. Notwithstanding any other provision_,:o.f--these Articles of --- Incorporation, to the extent that the tolluwing provisions of the Code: are applicable, the Corporation and its directors and offJ.cers shall not engage in any act of self-dealing as defined in l!:.ection 4941 (d) of the Code, shall not retain any excess buslnesa holdings ao detined in section 4943(c) ot the Code, shaJ~l not make any investments in such manner as to subject the. Co~)oration to tax under section 4944 of the Code, shall not make any taxable expenditures as defined in section 4945(d) ot the Codl~, and shall cause the corporation to distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Code. VI. (a) The directors of the corporation shall cause the pri.ncipal and income of the corporation to be distributed to or otherwise utilized tor the benefit ot the County at such times, -3- ~~~;..'., ~,. .,.. .'. .". A. Ull1WlIIC 02/0J/to 12.JJp- ... ....... -...~ . . . :;-:-. i~~/ ~{~ . ..~.......~ ~. ~~::.:..- - ~2:~_:. 1n such amounts and-for- such specific uses as shall be determined l:rom time to time by the directors of the Corporation. (b) The directors of the corporation shall, not less tJften than annually, deliver to the County a report of the financial affairs ot the Corpora~ion:for the-period concerned, including a statement of tbe aS8Q~S ana liabilities of the corporation, a statement of the receipts and disbursements of the corporation, a-statement of its.then-cllr.rent,..in'fes.t.ment_ portfolio, and such other information as the directors of the - CoZ'pol"at:-hm- dt:aru-' (Spp:rcpi"iiltQ:..-~ri~::-.-The directoirs- of ,the ,-- corporatiQ:1 shall undertake to confer, at least once during each fiscal year of the Corporation, with the County concerning the support of the County by the Corporation. (c) The County shall be deemed to include its successor by merger, consolidation or otherwise. If the County or its successor should cease to exist or substantially terminate or abandon its operations, the directors of the Corporation shall designate the state of Georgia as successor, and all powers, rights, and duties to be held or performed hereunder by the County or its representatives shall thereafter be held or performed by the state of Georgia or its representatives. VII. (a) Except as otherwise provided in these Articles of Incorporation or in the Bylaws of the Corporation, the corporation shall have all the powers conferred upon nonprofit corporations under the Georgia Nonprofit Corporation Code. The corporation shall have t~e power and authority to accept gifts -4- A,~UIC 02/07/90 12",,. - ----- .. . . . alnd contributions, whether made by will or otherwise, in any form (If property. If such gifts and contributions are unrestricted, 1:hey may be applied to anything within the objects and purposes of the Corporation; but it the objects are specified by the 1:estator or donor then such restricted-gifts and contributions lnay only be accepted it they ~i"e withi-n tho objects. and purposes l:)f the Corporation. .(b) The directors are Quthorized to and shall take any and all other action necessary or appropriate to qualify the corpcra~ion ~5 a "st!p~rting .orga.nt%-atien" wit.h-i-n. the mean,lnq. of '_' :;;ectionn 509 (a"J (3). of the Code and the Treasury Regulations.... promulgated pursuant thereto. VIII. In the event of the dissolution ot the Corporation, to the extent allowed under the applicable law, all of the assets of the corporation shall be distributed to, or its assets shall be sold and the proceeds distributed to, the County, or if the. County should then have ceased to exist, to its successor, or if no successor or such successor has ceased to exist, t~ the state of Georgia. In the event that tor any reason upon th& dissolution ot the Corporation the board of directors of the corporation shall tail to act in the manner herein provided within a reasonable time, the senior judge ot the Superior Court of Richmond County shall make such distributions as herein provided upon the application of one or more persons having an otticial position with the corporation or the County or the State ot Georgia. -5- . ?l.~ ~~;':~>...:;..!.;..'" '~....-:,':';'.I ..~." A, \MltOIIlIIC O~/~?'90 111)'~ . . . IX. The corporation shall have no capital stock, and it shall have no shareholders or members. X. The affairs of the corporation shall be manaqed by a board of directors cO:lsist.!i1CJ..,(~t. ,'oix ,5} .:nembersi. provided, however, that such number shall ~ increased or decreased in the event that the total number of seats on the Board of comm:lssioners of Richmond County, Georgia is increased or decrl~ased, and such number .9hal~cor.respond _to such increased or decr,aased n1.Jwer of seats on the Board of Commissioners. The members of the board of directors of the corporation shall be appointed, and subject t~ removal at any time, with or without cause, by the Board of Commissioners of Richmond County, Georqia (the "Commissioners"). Each Commissioner shall appoint one director, who shall be a resident of such Commissioner's dist.rict. The met.~od of appointment of the members of the board of directors as well as any qualifications for being a member of the board of directors shall be as provided from time to time by the Bylaws of the Corporation, except that the number of the mem)ers and composition ot the initial board of directors is fixod by Article XI ot these Articles ot Incorporation. XI. The initial board ot directors of the Corporation shall consist ot three (3) .embers, whose names and addresses are as tollows: -6- .. ( .;\:'.: . . ..\AlttonK ~~~~~::'~~~.~!.-'. ~,~~. :~.: " ". ~~.I'~._' .... _I~ ...... . ,....;.. ',,"f 02/07/to J,Jtp. -~ -- --.. .-.- . .~. .' ~~~. f<At .~~ >~? ..:.1 . . . . Robert N.. Dixon, Sr. 3422 Wheeler Road Augusta, GA 30909 William F. Epps 3179 Wheeler Road Augusta, GA 30909 David J. Rollins 2231 Raleigh Drive Augusta, GA 30907 XII. The directors of the Corporation shall not be personally libble to th~ c~rporatian ,fon monetary damages fo~ ~ breach of duty of care or other duty as a director, except: (a) for-any appropriation, in violation of-nig duties, Qf-any- business opportunity of the Corporation, (b) .for acts or - ;... --- --- omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (c) for any transactio~1 from which the director derived an improper personal bene:fit. ; .,'::\ If the Official Code of Georgia Annotated is amended aftElr approval by the directors of this Article XII to further eliulinate or limit the personal liability of directors, then the . . liat.ility of a director of the corporation shall be eliminated or limlted to the fullt!st extent permitted by the Official Code of Georgia Annotated, as so amended. Any repeal or modification of the foregoing paragraph by 1:~he directors of the corporation ahall not adversely affect . any right or protection of a director of the corporation existing at ithe time of such repeal or modification. ',..... . ., -7- '.. ';, ;\}-AI uarorIIIC ltiB~~;;:'::cw:':~~',' ~l.". _' 02107/10 12,JJ~ . . ~ .~. . ~ " '., . ~. . . '. . . . XIII. These Articles of Incorporation may be amended at any time in the manner provided in the Georqia Nonprofit corporation Code (or thecorrespondinq provision of any future Georgia-' nonprofit corpo~ation law) by the affirmative vote of two-thirds of the directortt .then in office, provided, however, that no ~ ,. 1 amcndruents' may biGt a~de which would ,cause the orqanization, {].I) no:,' < := (; ;., lonql~r to be described as a qualifyinq charitable orqanization, {2f-'to be'-ope-nted other than for tha bane-lit -and"use-oi Richmond ----~~--- County, Georqia and itfi citizens, or, (3) to -remOve tba-powers of. appointment and removal of tbe members of the board of dire~tors of the corporation from the Commissioners. . ~----.~ XIV. The address of the initial registered office of the corporation, which office shall also serve as the initial principal office of the corporation, is 454 Greene street, Augusta, Georgia, 30901, and the initial registered aqent of the -'" ~ co~)oration at such address is Robert Daniel. OJ (/) .-I xv. . ~ ,-f. r--1";1 -..-/ - $ The name and address of the incorporator is: James L. Henderson, III Sutherland, Asbill , Brennan 3100 First Atlanta Tower 2 Peachtree Street, N.W. Atlanta, Georqia 30383 IN WITNESS WHEREOF, the undersiqned incorporator has executed these Articles of Incorporation. -8- n"n"eft ",6fta (f) ~ ~ ~ 7' ~ o - ~ ~ I'" . . . . j&tcrthtru of ~hdt lueil1t6& ~rr\1ictl Zlnd ~tgullltion ~uiil? 306, ~ tit mown 2 ~rti" ~ut~". ~i"9 1r. ~r. !\tlaab. GifllrfiUl 30334 f)RM MUMO'ER CERTIFICATE O_TE DOCKEr HUMBER EXAMINER TELEPHONE . Nil . . 1U'J7/89 . : 89HOS09 . STACY GILLE' . . 404-656-3113 . Rf QUESTEI) 8Y:: CAROl.INE KNiGHT 3~OO fIRST ATLANTA TOWER ~YlANTA. GA 30383 "~"~ RESERVATION CERTIfICATE . '. 4. '.. .", THE RECORDS Of THE SECRETARY OF STATE HAVE BEE' REVIEWED A.D. rWE fOLLOWING NA"E IS NOT IDENTICAL TO, AND APPEARS TO 3E DISTI'- !SUIS'HAB1-E -fRO", TftE NAPle OF ANY OTH.ER 'EXIstING' i:OR~~MATIor.- ~ PROfESSIONAL A$$OC'l-'lTON, - OR t;i"I-TEJ>. PARTNERSHIP' OM FILE DU;1.sUA~T'. YO THE ,.PPLICABLE PROVISIONS Of GEORGIA t'AW. ~(TlTj.;E '14-,OF neE._ OffICIAL CODE OF GE3RGIA INMOTATED)o c.._____ ..-___~___ -__ -- -----------...-~---------..----- ---- ---~---- -RICHMOND COUNTY PUBLIC fACILITIESp INC.- ~___.._ "~___ClIOoGI_"'________ ___.__ -.c.__ OO_CIIo_-_________-___ -_ -______.,.. -__... TH:[S.CERTIFICATE SHALL BE WALlO fOR A PERIOD Of TWO CALENDAR ~ONTHS IFOR PROFIt.AND NONPROfIT CORPORATIONS AN~ pa~fESSIONAL ASSOCIATIONS (DP, fP, DN, fH, & PAl, OR SIXTY (60) ~A'S'FOR LI"ITlD ~ARTNERSHIPS (10 OR 7F), fRO" TME DATE OF THIS CERTIfIClTE. PL(ASE $UB~IT THE ORGIMAl CERTIFICATE (WHITE COPY)WITK THE ARTICLES OF INCORPOIATI)N, CERTIfICATE Of lI"lTED PARTNERSHIP, APPLICATION fOR ~ROfESSIONAl ASSOCIATION OR CERTIfICATE Of AUTHORITY TO TRANSACT aUSINESSo NAME RESERVATIONS ARE NOT AENEWABLE AfT~A EXPIRATI'" Of THE $TATUTORY RESERVATION. PERIOD SET OUT IBOVE. ~ (\~\L \1.\\ C1.El.A;'\if) SECRETAR\" OF ~"T^TE /::i-J ~ II. \\'A y~..: 1I0\\'F.l.l I>ErI:TY SECIU:."TARY 01-' STATE : SECURJnES J::L~~. . .. o IHI'( IIL\ TlII\:, (,;-,t..2IH; COlCrllIUTlo~S 1I0T.U:'\E W.l-(15(..2222 OulNd~ \kuo-Atlant. CE\lF.TE'UES 656-30i9 ( ;. I -. I ,-t-:- _ __. 1- , I I -'-;~-~ .. . ~f:~ . . . ~~ .... . I Al00 I Eff. 7/1/89 J. F. GULLION Director MAX CLELAND Secretuy of State State elf Georgia BUSINESS SERVICES AND REGULATION Suite 316, West Tower 2 Martin Luther King Jr., Drive Atlanta, Georgia 30334 ._ (404) 656-2817 ARTICLES OF INCORPORATION DATA ENTRY FORM . .. FOR GEORGIA . CORPORATIONS , , [. .' Filing Oat.: .2.- 7 q" Code.bK Docket Number: .' Assigned Exam: . Amount: S By: 7 " : Q\arter Number: Complet5'd: .- 00 DO NOT WRITE ABOVE THIS LINE - SOl USE ONLY .. NOHCE TO APPLICANT: - PRINT. PLAINL Y OR .TYPE THE REMAINDER OF THIS FORM. f=1' Corpcrllte NalTte: .. . . Ri~.cluno~. CounLV Public FacihtleSt ~g'~eehe Street . City: Cou~:- Auqusta,Rlchmcnd, _-- !II. Fm~~Pi~gB:, Asbill & Brennan Amount Enclosed: $ Inc.' , ... SUt.: Georqla Zip Code: -" --30901... I>n nn Qlecl( Number: 11>'7' IV. Incorporator: James L. Henderson, III ~tit First Atlanta Tower ~ty: SUt.: A..1~n"~;~ Incorporator: Zip l~~ 1 Address: City: V. Registered Agent/Office: Robert DrJniel ~YS:Greene Street City: County: . ~. - VI. Ul rrl::LES O-F FILING .. Stat.: Zip Code: . Stat.: ''; "" ZIp Code: "tnQnl LIST . ~ ^ .. 6. 14... l'C 1\ 8. ! . ',' VIJ.~~e"Af~~n.derson, 111 ... r.IIPhonl:( 404) 658-8100. tit~;~~~~~::~~~7~~~..~.~,~.::!~> ... . 'Kt.;~:N~'MIIlOl:""'to~b"DO'''dd... DII,.....MI......tMArtWelofl~ .:. . '. ........ .'...., .~. :-. :.!~...._-:i,'tl.....~L...,~ '1('';0.,''', ..~"r''':'~';..\;.,':I:'....J'::'~.'''''' .'; . ';.,' ;" " . '. . ....,.. t' :..".'.... ;t..~ .' ;~:.;;\:\,1: I .....o.m.nct th8t the Infonudoll on tit.. ..... be...... In the S-.twyof I'I8tII Cof~.tII."'" I C!II1Ifr.... ~~N:.:T notkIe ~of I . '~ 4- .1M~bIbtq tee of $40.00 ...... ....... Of....... to.........,....4 JI., ~~.'l;". ;".~requ by ,'> .~ . 1~~t..:<'.~.. .~ ~ _ 0.: 62/~/'1b ~~;~~.:;':...' . _.:. ~~.J.:..... . ~{;1ii{~:.~~.{~~::,'~....._:~,. .:/.. "'::'" . i8"~.~.. ~. ~......- .-.. :"':. ....:~.::;...:~..: . ';',.:. - '.:',. , ..)~:;': ~ " ' \. :. ~. " ., . EXhib. . BYLAWS OF RICHMOND COUNTY PUBLIC FACILITIES, INC. ARTICLE ONE ..'" DIRECTORS ~, 'f'-:: 1.1 Number. The affairs of the Corporation shall be .... controlled and administered by a Board of Directors consisting of si.~ (6) members; provided, however, that such numb.er. shall be increased or decreased in the event that the total number of ~r;. seats on the Board of commiss.ioner~ ,of .Ri,chmond G.ounty, Ge,orgia is increased or decreased, and such number shall correspond to such increased or decreased number of seats on ,tbe Board of cornmissionsers. .. 1.2 Composition: Appointment. The Board of commissioners of Richmond County, Georgia (the nCommissionersll) shall, except for the initial Directors, appoint the members of the Board ,of Directors of the Corporation, acting at such time as the Commissioners so decide. Each Commissioner shall appoint one director, who shall be a resident of such conurlissioner's district. .- 1; 1.3 Term. The term of all Directors appointed by the Commissioners shall be three (3) years: provided, however, .. . ~ i " i: '~i~' .' . . , ; 'I i that: in exercising its power to appoint the first Board of Dirf!ctors, the Commissioners shall designate two (2) Oirectors to l;erve for one year, two (2) directors to serve for two (2) years and two (2) . directors to serve for three (3) years_ Thereafter, and as each Oirector completes his or her ::;. " '.:'~: f . . . desil:;Jnated term, all appointments shall be for a three (3) year' term so that the Directors shall serve staggered terms. 1.4 Qualifications of Directors. In addition to the qualifications otherwise stated herein, a Director of the corporation shall be any natural person of the age of eighteen (18) years or older who is a resident of Richmond County, Georgia. 1.5 Resiqnation. A Director may resign at any time by g.iving written notice to the Chairman or Secretary of the Board of Directors. Such resignation shall take effect at the datE! of the reocipt.. of such. notice-Q!;'..-at-.any--.late~ime. specified therein. 1.6 Disqualification and Removal. If any Director fails to attend three (3) consecutive meetings of the Board of DirE~ctors without an adequate reason for his or her absence, his or her seat may be declared vacant by the Commissioners. Dir4~ctors may. be removed for any other reason only' by the conuniss ioners. 1.7 Vacancy. Any vacancy .or vacancies arising in the Board of Directors because of death, resignation, removal, disqualification, an increase in the number of Directors, or any other reason, shall be filled as provided in section 1.2, and each person so appointed shall be a Director to serve for the balance of the unexpired term. 1.8 Compensation. Directors, as s~ch, shall not receive any stated salary for their services, but they shall be -2- : ;; a..'.'n au. 02/07/90 10150.. 1 . . . entit.led to the reimbursement of reasonable expenses, if any, incurred by them as Directors. 1.9 Committees of Directors. The Board of Direc- torsr by resolution adopted by the majority of the entire mernbc~rship,. may des igna te from among its members one or more committees, including an Executive Committee which shall have the full power and authority of the Board of Directors except as limited in these Bylaws; each such committee to consist of two (2) or more Directors, and each of which, to the extent provided herein or in such resolution, shall have the authority of- -the DOuTd of --Direotors .--.: ?cw~',;cr-,J - no-su-ch -:ommittee--shall . - --~ have authority as to any of the following matters: (a) the dissolution, merger, or consolidation of t:he Corporation; (b) the amendment of the Articles of Incorpora- tion, or the sale, lease or exchange of all or substantially all of the property of the Corporation; (c) the designation of any such committee or changing the number of Directors on the Board of Directors or the filling of vacancies in any committee: (d) the amendment or repeal of the Bylaws or the: adoption of new Bylaws: or (e) the amendment or repeal of any resolution . of the Board of Directors which by its terms cannot be amended or repealed except by action of the Board of Directors. 1.10 Fiscal Aqent: Investment Advisor. The Directors of the Corporation may, by a majority vote and in their -3- .. ' O'lI01/to tCl,SO- ! . . . . dis1cretion, appoint any bank or trust company having its prin- cipal office in the United states and having a capital and surplus of not less than $10,000,000 as fiscal agent of the corporation and delegate to such bank or trust company ,the custody and routine management of the Corporation's funds, subject to the direction and supervision of the Directors. The Directors-cmay likewise delegate to such a bank .or trust company or to an investment manager or advisor the powers and duties to invest and reinvest the Corporation's funds subject to the dil::-ection and supervision of the' Directors. ' ARTICLE TWO MEETINGS 2.1 Place. Meetings of the Board of Directors and any committees thereof may be held at such place, within or without the state of Georgia, as the Chairman of the Board or cClmmi ttee, as the case may be, may from time to time determine. 2.2 Time. The Board of Directors shall meet annual- ly each year at a time, date, and place which shall be fixed by the Chairman, and such meeting shall be called the Annual Mf~eting. Special meetings may be called by the Chairman or upon the written request of any member of the Board of o.Lrectors. , 2.3 Notice. Written notice of the time and place of each Annual Meeting shall be mailed to all Directors at least two (2) weeks in'advance of the meeting. Notice of the time, p,lace and purpose of each special meeting of the Board shall be -4- A I \BYLAW' 02/0"90 10,50.. i . . . mailed to each Director at least five (5) days in advance ot. such a meeting or conveyed personally or by telephone, tele- graph or telex at least forty-eight (48) hours in advance of the meeting. The notice of a meeting pursuant to the written request of one of the members of the Board shall specify the object or objects for which the meeting is called, and the Board of Directors shall be restricted at such meeting to th~ transaction of the business specified in the notice. 2.4 Notice: What Constitutes. Whenever written notice is required to be given to any Director under the pro~ - '!isio~~ of the!Se Byl~_ws: it- ma.y- be _gi.v.en- to -sucn_.persQn, eith.€!x__ -- personally or by sending a copy thereto by first class--maiL...___ postage prepaid, or by telegraph or telex, charges prepaid, to the .address of record supplied to the Corporation for the purpose of notice. If the notice is sent by mail or by tele- graph, it shall be deemed to have been given to the person entitled thereto when deposited in the United states mail or with. a telegraph office for transmission to such person. A noti.ce of meeting shall specify the place, day and hour of the meet:ing and any other information required by law or these Bylclws. When a meeting is adjourned, each Director shall be giVE!n at least one day's notice in person or by telegraph or tel.!x of the time and place of the resumption of the adjourned . mee1ting. 2.5 Waiver of Notice. Whenever any written notice is required to be given, a waiver thereof in writing, signed by ..... the person or persons entitled to such notice, whether before -5- A.\.~~va 02/07/90 10,50.. " I i :- .- . ~-.... I I j. - I .~. ;1 ,i~ ~ )~'. ;: . . . or after the time stated herein, shall be deemed equivalent to the giving of such notice. Neither the business to be trans- acted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall consti- tute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, by writ.ten notice delivered to the Secretary at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. -2.. S. Ouorum; Action without, Meetinq... '.. A ,majorit.y.. of -.c..... the Directors in office shall be present at ~ach meeting in. order to constitute a quorum for the transaction of business. Every Director shall be entitled to one vote. Except as other- wise specified in the Articles or these Bylaws or provided by stcLtute, the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. In the absence of a quorum, a majority of th4~ Directors present and voting may adj ourn the meeting from time to time until a quorum is present. The Directors shall ac.t only as a Board and the individual Directors shall have no power as such, except that any action which may be taken at a meeting of the Board of Directors or any committee thereof may bE: taken without a meeting, if a consent or consents in writing sE~tting forth the action so taken shall be signed by all of the DjLrectors then serving on the Board of Directors or committee, -6- a. '.vt ave 02/07190 10,50- l I . . . as thE~ case may be, and filed with the Secretary of the corporation. 2.7 Telephonic Meeting. Members of the Board of Directors or any committee thereof may participate in any, meeting of the Board of Directors or any committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating.. in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. . - ARTICLE THREE OFFICERS zr_ ,. . 3.1 Officers; Election. The Board of Directors shall elect from among its members a Chairman of the Board, who shall also serve as President. The Board of Directors shall also elect a Secretary and a Treasurer, and may elect one or more Vice Presidents or assistant officers. Two or more . offices may be held by the same person, except the offices of President and Secretary. 3.2 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors: provided however, that in the event of the absence of the Chailrman, a Vice Chairman may be appointed to preside, and he or she shall have the power to delegate the authority to preslde at such meetings to any other person. . 3.3 President. The President shall be responsible for the administration of the corporation, including general -7- I 1 A, '.\'LI1I1S 02107/90 10,$0.. ."'.'t-.'~. '.:ft:'l . ! ....; I .~. .1- - ; .~. .~: ;..,..... ." . . . supeJ:vision of the policies of the corporation and general and active management of the financial affairs of the Corporation. He or she shall have the authority to execute bonds, mortgages or other contracts, and agreements or instruments under'the seal of the Corporation; provided, however, that all such bonds mortgages, contracts, agreements or instruments must also be attested or countersigned by the Secretary of the Corporation. The President shall have the authority to institute or defend legell proceedings when the Directors are deadlocked. 3.4 Secretary. The Secretary shall keep minutes of - ---all meetings ofo. the Board Df. Di-rccto::s and. have charge -O.f.=-the-. - . minute books and seal of the--Corporat'i.on ,..shall, have .~the au- thority tq certify as to the corporate books and records, and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the presi- den.t or the Board of Directors. 3.5 Treasurer. The Treasurer shall be charged with thEl management of the financial affairs of the Corporation. He or she shall, in general, perform all of the duties incident to thE~ office of treasurer and such other duties as from time to ti1l1e may be assigned to him by the President or the Board of Di:rectors. 3.6 vice President. The Vice President, if any, - shall perform such duties and exercise such powers as the President or the Board of Directors shall request or delegate al1ld, unless the Board of Directors otherwise provides, shall -8- ".,."'"..~ 0210"10 10.50.. , . . . perform such other duties as are generally performed by vice presidents with equivalent restrictions, if any, on title. In the absence of the President or in the event of his death or inability to act, the Vice President shall perform the. duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President; provided, however, that if there is more than one Vice Presi- dent, any Vice President shall have the authority to execute bonds, mortgages or other contracts or agreements under the seal of the Corporation, subject to all the restrictions upon the: President relating to such_.functionsl_ including the res:trictions of~ section 3.3 hel::.ein, but. all other duties of the PrE~sident shall be performed by the Vice President designated at the time of his election, or in the absence of any de~;ignation, then in the order of election (or if more than one ViGe President is elected at the same meeting, in the order in which they are listed in the resolution electing them), and, when so acting shall have all the powers of and be subject to all the restrictions upon the President. 3.7 Appointment of Agents. The Board of Directors or the President may appoint one or more agents, as the Board of Directors or the President may determine. Any such agent so appointed shall perform such duties as the action appointing . hi:1D provides. 3.8 Removal of Officers and Aaents. Any officer, assistant officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in -9- ", \ I Y1.UIt 02/07lto 10.50_ ,.. . ,J ." .; I I 1:' t. ,'I I t ~. ,. t/'. ~ :. t ~ S ~. '.-' .~. ,. ., , . . . its judgment the best interests of the Corporation will be served thereby. Any agent appointed by the President may be removed by the President or by the Board of Directors whenever in his or its judgment the best interests of the Corporation will be served thereby. 3.9 Vacancies. Any vacancy, however occurring, in any office may be filled by the Board of Directors. 3.10 Compensation. The officers of the..;corporation-' ", .... ... . shall not receive compensation for their services, but they s!1all be entitled to the reimbursemEntdf 're'a:-s'on~ble exp~nses;' if any, incurred by them as officers, pursuant to Corporation --- .busin~ss. .]'he compensation of of:het:.emplG.yees,--if-any--,- 0-f-the CorpoJ:'ation shall be fixed by the Board of Directors, and the compensation of any agent or consultant shall either be so fixed or shall be fixed by the President or other officer of the CClrporation. ARTICLE FOUR SEAL 4.1 The seal of the Corporation shall be in such form cLS the Board of Directors may from time to time determine. In thE~ event it is inconvenient to use such a seal at any time, the slgnature of the Corporation following the word "Seal" . encloned in parentheses or scroll, shall be deemed the seal of the Cc)rporation. The seal shall be in the custody of the Secretary and affixed by him or her on such papers as may be direc1ced by law, by these Bylaws or by the Board of Directors. -10- A. \I'ILA,": 02/071tO 10.SO~ 1 I . . . ARTICLE FIVE INDEMNIFICATION AND INSURANCE 5.1 Indemnification. The corporation may, by resolution, indemnify and hold harmless each person who shall serve at any time hereafter as a Director, officer or agent of the COlrporation from and ~g-ainst any and all claims and. liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter been a Director, officer, employee o.r agent-,. and shall reimburse- such'person' for all legal and other expenses reasonably incurred by him or her - in G'~nnection with any sueh -claim or liability; -provi-ded, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his or her own gross neglig.ence or willful misconduct. Further, to the extent permit:ted by law, Richmond County, Georgia (the "county") may, by resiolution of its Commissioners, indemnify and hold harmless any such Director, officer or agent of the Corporation from and against any such claims and liabilities, subject to such rese~'ations as are expressed above. The right accruing to any person under the foregoing provil:dons of this article shall not exclude any other right to which he or she ma~ be lawfully entitled, nor shall anything herei:n contained. restrict the right of the corporation to indemnify or reimburse such person in any proper case even though not specifically herein provided for. The corporation, -11- AI \BYLAWS 02/07190 101'Oam 'JI!1 -:~, " /~... .. :~;" '~.' . . . its Directors, officers, employees, and agents shall be fully protE~cted in taking any action or making any payment under this article or in refusing to do so in reliance upon the advice of counsel to the Corporation. 5.2 Insurance. The Corporation may purchase liability insurance on behalf of the directors, officers and agent.s of the Corporation against any liability for acts committed or omitted to which such persons are subject by reason of their positions or duties for the Corporation. ARTICLE SIX AMENDMENT 6.1 The Board of Directors shall have the power by a majority vote of the Directors then in office to alter, amend or repeal the Bylaws or adopt new bylaws, provided that the Byla.ws at no time shall contain any provision inconsistent with law or the Articles of Incorporation. . . . Adopted this day of February, 1990. Director Director Director -12- .., ,." Aile . . . EXHIBIT "e" RESOLUTION - A RESOLUTION OF THE BOARD OF DIRECTORS OF :RICHMOND COUNTY PUBLIC FACILITIES, INC. AUTHORIZING INTER ALIA, THE EXECUTION OF A PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT RELATING TO THE ACQUISmON, CONSTRUCI10N AND INSTALLATION OF . CAPITAL IMPROVEMENTS TO THE AUGUSTA GOLF COURSE AND THE SALE THEREOF TO AUGUSTA, GEORGIA AND A TRUST INDENTURE WITH REGIONS BANK, AS TRUSTEE, PROVIDING FOR THE ISSUANCE .OF CERTIFICATES OF PARTICIPATION IN THE PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT IN THE AGGREGA TE PRINCIPAL AMOUNT -- OF $1,705,000 A...~ OTHER ACilONS .REi:ATED TO, - --~ THE TP-.<-~~SAcnONS DESCRIBED IN ~iNST At.i2'\ffiN-1:SALE AGREEMENT AND THE TRUST INDENTURE - TIUS RESOLUTION adopted by the Board of Directors of Richmond County Public Facilities, Inc. (the "Board"). WHEREAS, the Board finds it to be in furtherance of the purposes for which Richmond County Pl:lblic Facilities, Inc. ("RCPF') was created that RCPF enter into a Public Purpose Installment Sale Agreement, dated as of June 1, 1998 (the "Installment Sale Agreement") with Augusta, Georgia (Augusta) to acquire, construct and install certain capital improvements at the Augusta Golf Course, which are more particularly described in Exhibit B to the Installment Sale Agreement and in plans and specifications therefor which are on file in the offices of the Clerk of the Augusta-Richmond County Commission, and are incorporated herein by this reference (the "Project") for use by Augusta in the performance of its governmental and proprietary functions; and WHEREAS, pursuant to the Installment Sale Agreement RCPF shall cause the Project to be acquir<<::d, constructed and equipped, as more fully described in Exhibit B to the Installment Sale Agreement, and RCPF will sell the Project to Augusta pursuant to the terms of the Installment Sale Agreement; and WHEREAS, RCPF will transfer its interest in the Installment Sale Agreement to Regions Bank, as Trustee (the "Trustee"), under the terms of a Trust Indenture, dated as of June 1, 1998 (the "Tru:;t Indenture"), between RCPF and the Trustee, and pursuant to the terms of the Trust I . . . Indenture, the Trustee will issue on behalf of RCPF certificates to be known as Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 (the "Certificates"), in the aggregate principal amount of$I,705,000, representing fractional undivided interests in the payments by Augusta to RCPF pursuant to the Installment Sale Agreement; and . WHEREAS, pursuant to the Installment Sale Agreement, RCPF will cause the proceeds of the Certificates to be deposited with the Trustee and applied as set forth in the Trust Indenture, including a.pplication to a Project Fund for use in acquiring, constructing and equipping the Project; WJElEREAS, it is anticipated that the Augusta-Richmond County Commission will determine and find that the acquiring, constructing and equipping of the Project as described and provided in the Installment Sale Agreement is desirable and necessary to the carrying out of Augusta's governmental and proprietary functions. NOW, THEREFORE, BE IT RESOLVED by the Board and it is hereby resolved by authority of the same: .Section 1.. It is the intent of this resoiuiion to autl1orize.ind direct on behalf of RCPF ~ ,'._. the execution of such documents as may be necessary to effectuate the purposes herein described- and comp:tete the Project. Section 2. The Installment Sale Agreement presented to the Board, a copy of which is attached hereto as Exhibit A, is hereby approved, and all of the terms and provisions thereof are incorporated herein by reference. The President and Secretary ofRCPF are hereby authorized and directed in the name and on behalf of RCPF to execute and deliver the Installment Sale Agreement in substantially the form presented at this meeting, with such changes and additions as shall be approved by the officers who execute the same, and to execute such other documents as shall be deemed necessary or desirable to effect the purposes of this resolution. Such execution shall constitute conclusive evidence that the executed document has been authorized and approved by this resolution. The aforesaid officers are further authorized to do all things necessary or appropriate to effectuate the purposes hereof Section 3. The Trust Indenture presented at this meting, a copy of which is attached hereto as Exhibit B, the assignment of the Installment Sale Agreement thereunder and the issuance of the Certificates pursuant thereto are hereby approved. The President and Secretary of RCPF arc~ hereby authorized and directed in the name and on behalf of RCPF to execute and deliver th.e Trust Indenture in substantially the form presented at this meeting subject to any changes, amendments, deletions or additions as approved by the President ofRCPF and the execution of the Trust Indenture by the President ofRCPF shall be conclusive evidence of his approval of the form of the Trust Indenture as executed and delivered. 2 . . . Section 4. The Installment Sale Agreement is hereby designated as a "qualified tax- exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986 (the "Code"). Se<;tion 5. RCPF is authorized to accept a warranty deed from Augusta conveying to RcPF the Project (the "Deed") and then to execute and deliver to the Trustee a deed to secure debt and Sl~Urity agreement (the "Security Deed") conveying the Project as security for the payment of the Certificates. The Deed and the Security Deed shall be in substantially the form presented to this meeting, copies of which are attached hereto as Exhibits C and D respectively, subject to any changes, amendments, deletions or additions as approved by the President ofRCPF whose ex(:cution of the Security Deed shall be conclusive evidence of any such approval. - Section 6. RCPF is authorized to execute and deliver to Augusta a warranty deed conveying that portion of the Project constituting real estate to Augusta subject to the Security Deed and subject to a right of reversion to RCPF if Augusta does not make all ofthe.payment~. required to be made.by it under the Installment Sale Agr.eement (the "Deed :ro Augusta"). The Deed to Augusta shall be in a form and ofa content approved by the President ofRCPF whose execution, thereof shall be conclusive evideoce of such approval. S,~ion 7. Any officer ofRCPF is hereby authorized to .execute:a.non,.~rl>itrage_ . certificati.on or a supporting certification in connection therewith in order to comply with Section 148 of the Code and the applicable Treasury Regulations promulgated thereunder. Section 8. No stipulation, obligation or agreement herein contained or contained in the Installment Sale Agreement, Trust Indenture, Security Deed or Deed to Augusta shall be deemed to be a stipulation, obligation or agreement of any director, officer, agent or employee of RCPF in his or her individual capacity, and no such director, officer, agent or employee shall be personally liable under the terms of the Installment Sale Agreement, Trust Indenture, Security Deed or Deed to Augusta or be subject to personal liability or accountability by reason of the execution, delivery and performance thereof. Section 9. From and after the execution and delivery of the Installment Sale Agreement, the Trust Indenture, the Security Deed or the Deed to Augusta, the President and/or SecretaJy ofRCPF are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisic1ns of said documents as executed and are further authorized to take any and all further actions and execute and deliver any and all other documents and certificates as may be necessary or desirable in connection with the execution and delivery of the Installment Sale Agreement, the Trust Indenture, the Security Deed or the Deed to Augusta or any other agreement necessary to effect the transactions contemplated herein and to document compliance with the Code. Section 10. All actions of the officers ofRCPF which are in conformity with the purposes and intents of this resolution and in the furtherance of the execution, delivery and 3 . . . performanoe of the Installment Sale Agreement, the Trust Indenture, the Security Deed or the Deed to Augusta shall be, and the same hereby are, in all respects approved and confirmed. Section 11. If anyone or more of the agreements or provisions herein contained shall be held contrary to any express provision oflaw or contrary to the policy of express !aw, t~ough not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements and provisions shall be null and void and shall be deemed severable 110m the remaining agreements and provisions and shall in no way affect the validity of any of the other agreements and provisions hereof. Section 12. All resolutions or parts thereof ofRCPF which conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 13. This resolution shall be effective immediately upon adoption. ADOPTED this 15th day of June, 1998. :BOARD OF DIRECTORS OF RICHMOND COUNTY PUBLIC FACILITIES, INC. Secretary [SEAL] 4 . . . EXHIBIT "N' PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT Dated as of June 1, 1998 between the , . - RICHMOND COUNTY PUBLIC F AC!Ll'XlliS, INC.,- -- ... . - - - - .. _. .~. as Seller and AUGUSTA, GEORGIA as Purchaser As set forth in Section 7.1 hereot: the interest of the Seller in this Public Purpose Installment Sale Agfe(ment and the Installment Payments described herein have been assigned to Regions Bank, as Trustec;:, under a Trust Indenture, dated as of June 1, 1998, between the Seller and the Trustee, and are subject to the security interest of the Trustee. . . . TABLE OF CONTENTS Page ARTICLE I DEFlNITIONS AND EXIllBITS Section 1.1. Definitions and Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.2. Exhibits.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.1. Representations, Covenants and Warranti~ of August'l. '.' . . '.' . ... . . _ . . . . ... . ... . 5.. Section 2.2. Representations, Covenants and Warranties ofRCPF . . . . . . . . . . . . : . . . . . . . . . . 8 ARTICLE III SALE OF THE PROJECT Section 3. ]. Sale of the Project ................................................ 10 Section 3.2. Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE IV DEPOSIT OF CERTIFICATE PROCEEDS; AGREEMENT TO ACQUIRE, CONSTRUCT AND EQUIP THE PROJECT; TERMINATION OF INSTALLMENT SALE AGREEMENT; IN"STALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION Section 4.1. Deposit of Certificate Proceeds ...................................... 12 Section 4.:2. Acquisition and Construction of Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.3. Term of Agreement ............................................... 14 Section 4.4. Payments ....................................................... 14 Section 4.5. Title to the Project; Purchase Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 4.6. Covenant as to Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 4.7. Payments for Project; Termination of Agreement ......................... 18 Section 4.8. Establishment of Completion Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATfERS Section 5.1. Maintenance, Taxes and Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 5.2. Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 . . . Section 5.3. Insurance; Destruction or Damage to Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 5.4. Administrative Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 5.5. Environmental Representations and Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ARTICLE VI DISCLAIMER OF WARRANTIES; INDEMNIFICATION Section 6.1. Disclaimer of Warranties ........................................... 25 Section 6.2. Augusta's Right to Enforce Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 6.3. Release and Indemnification Covenants ...............-..:..:..:............ 25 Section 6.4. Indemnification of Trustee ..........................................26 Section 6.5. Certain Indemnifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 6.6. Limitation ...........'........ .:. . ..:... .:. '. . . . ... . . . . . . . . . .. . _. . .. . . . . . 26 ARTICLE vn .SUCCESSORS, ASSIGNMENT, PLEDGThIG;_$.AT.E,..AND -AMENDMENT-- -' .....~ Section 7.1. Assignment by RCPF . . . -. . . . . .. , _ . .'. '" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 7.2. No Assignment by Augusta; Leasing .................................. 27 Section 7.3. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 ARTICLE vm EVENTS OF DEFAULT, NON-APPROPRIATION AND REMEDIES Section 8.1. Events of Default Defined .......................................... 29 Section 8.2. Remedies on Default and Non-Appropriation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 8.3, Non-Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.4.. Surrender of the Project. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.5.. No Remedy Exclusive ............................................. 31 Section 8.6, Agreement to Pay Attorneys' Fees and Expenses ......................... 31 Section 8.7. No Additional Waiver Implied by one Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 ARTICLE IX MISCELLANEOUS Section 9.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 9.2. Binding Effect; Assignment ......................................... 32 Section 9.3. Severability ..................................................... 32 Section 9.4. Amendments, Changes and Modifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 9.5. Further AssuranceS and Corrective Instruments .......................... 33 - . . Section 9.6. Execution in Counterparts .......................................... 33 Section 9.7. Applicable Law .................................................. 33 EXHIBIT A - Basic Terms; Minimum Annual Appropriated Amount EXHIBIT B - Description of Project EXHIBIT C - Form of Limited Warranty Deed - . . PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT THIS PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT (this "Agreement"), dated as of June 1, 1998, by and between Richmond County Public Facilities, Inc., a Georgia non- profit corporation ("RCPF"), as seller and its successors and assigns, and Augusta, Georgia, 'a body politic and corporate and a political subdivision of the State of Georgia, as purchaser (Augusta"); WITNESSETH WHEREAS, Augusta is a duly and validly organized and existing county=-wide government which is a body corporate and politic and' a political subdivision under and by virtue of the Constitution and laws of the State of Georgia, including specifically Ga. L. 1995, p.3648, GaL. 1996 p.3607, and Ga. L. 1997, p.4024, and p.4690; and . WHEREAS, Augusta has the power, pursuant to the laws of the State of Georgia, including" . particularly Section 36-60-13 of the Official Code of Georgia Annotated, to enter into purchase, lease ---- . .__o'-:p>-Jfch.asc vr-~-.st~I!ment pUf(+~ x:1tr.lz+..{}-t~fL'1ance the acquisitiuil of real or p.er-sonal propertj -and:... .--- -~.,. the constru(:tion ofirnprovemenls on real properry;-and -,-- - .. ..-p WHEREAS, Augusta has determined that it is in its best interest to purchase the hereinafter described P;roject from RCPF pursuant to the terms and conditions hereinafter set forth; and WHEREAS, the obligation of Augusta to make payments hereunder shall be payable only from funds lawfully appropriated by Augusta for such purpose and shall not constitute a pledge of the full faith and credit of Augusta within the meaning of any constitutional debt limitations; and WHEREAS, the taxing power of Augusta is not and may not be pledged in any way directly or indirectly or contingently to secure any moneys due under this Agreement; and WHEREAS, RCPF and Augusta have duly authorized the execution and delivery of this Agreement; and WHEREAS, the term of this Agreement expires June 30, 2013, subject to Augusta's right to terminate this Agreement effective as of each December 31 during the term of this Agreement; and WHEREAS, at the request of Augusta, RCPF proposes to authorize the sale and delivery, pursuant to the hereinafter described Trust Indenture, of Certificates of Participation (Augusta Project), Se1ies 1998 (the "Certificates") evidencing undivided and proportionate ownership interests in this Agreement and the Installment Payments to be made by Augusta hereunder; and WHEREAS, RCPF has agreed to cause to be deposited into the hereinafter described Project Fund moneys for the acquisition, construction and installation of the Project; ~ . . N01W, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND EXlllBITS Section 1.1. Definitions and Rules of Construction. Unless the context otherwise requires, the capitalized terms used herein shall, for all purposes of this Agreement, have the meanings specified herein or in the Trust Indenture.. Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa. The terms "hereby," "hereof, II "hereto," II herein, " . !lhereunder" and arty similar terms, as used in this Agreement, refer to this Agreement as a whole. . '. " "Admi~~-Exp~~~nt" meaJ.l.sjh~. payment or payments of Administrative Expenses to be made by Augusta, subject to adjustment from time to time, as provided in the Trust Indenture. 1 # -~~Administrative Expenses~! mca..ls (i)-thc-fees arnh;Apens('.~ofthe Trustee, if any, and the __~_ -'- reasonable fees and expenses of the attorneys therefor and (ii) all reasonable fees and expehses-'()f - -_ RCPF's attorneys. "Agreement" or "Installment Sale Agreement" means this Installment Sale Agreement. "Authorized Augusta R~resentative" means initially Larry E. Sconyers as the representative and Charles R Oliver as the alternate, and thereafter means that person at the time designated to act on behalf of Augusta by written certificate furnished to the Trustee containing the specimen signature of such pemon and signed on behalf of Augusta by its Mayor. "B.a!;ic Payments" means the principal payments designated as such in Exhibit A to this Installment Sale Agreement. "!&Jtificate Payment Fund" means the fund of that name created under the Trust Indenture and into wl1ich the Installment Payments due hereunder are deposited, which fund has an Interest Account and a Principal Account, and within the Principal Account there shall be a Payment Subaccount and a Redemption Subaccount. "Ck,sing Date" means the date of initial execution and delivery of the Certificates. "Cslmpletion Certificate" means a certificate described in Section 4.8. "{&mpletion Date" means that date determined in accordance with Section 4.8. 2 . . . "{&;!rt of Issuance Amount" means the amount set forth as such in Exhibit "A" attached hereto and incorpolrated herein. "EY!~nt of Non-Appropriation, " as described in Section 8.3 hereof, means a non-renewal of this Agreement for an Installment Sale Year by Augusta, determined by (i) Augusta's failure to appropriate, by December 1 of the immediately preceding Installment Sale Year, the Minimum Annual Appropriated Amount, or (rl) actual notice on or prior to December 31 of such immediately pr~ceding Installment Sale Year from Augusta to the Trustee that Augusta will not renew this Agreement for the following Installment Sale Year. "RCff" means Richmond County Public Facilities, Inc. and its successors and assigns. "wtallment P<\)'ment or Installment .P~ents" means the Basic Payment and the Supplemental Payment, which are the principal component of and the interest component of the Installment Payments are described in Exhibit" A" hereto. "lns:tallment Sale Amount" means the amount set forth. as such in Exhibit !' A" attached hereto and incorporated herein, less an amount equal to the principal amount of Certificates retired as a ;- - -~-- -..f(;}&ult cf (:) Basi~P~.y!~ents made by AU&usta and dep.osired into- the-J?rincipa:.LfLSOOUnt 6f-tRef-n- , . ~ -.:~rtificate Payment Fund, (ii). LiquidatiGu Proceeds- attrib1!t.able to this Agreement deposited'l.'ltt>-the -- Principal Account of the Certificate Payment Fund, (ill) transfers from the Project--rund inte--the Principal A,xount of the Certificate Payment Fund, (iv) prepayments of Basic Payments paid by Augusta which are deposited into the Principal Account of the Certificate Payment Fund, and (v) the Termination Payment, ifany, deposited into the Principal Account of the Certificate Payment Fund. "Installment Sale Yearll means a calendar year or portion thereof within the Term of this Agreement. "In1!~rest Payment Date" means each June 30 and December 31, commencing December 31, 1998. "LiQuidation Proceeds" means net proceeds after deduction of collection expenses received by the Trustee in connection with enforcing any of the remedies hereunder after the occurrence of an Event of Non-Appropriation or Event of Default which has not been waived or cured. "Minimum Annual Appropriated Amount" for any Installment Sale Year means: the sum of (i) Administrative Expenses; (rl) the Basic Payments coming due in such Installment Sale Year as set forth in this Agreement; (ill) the Supplemental Payments coming due in such Installment Sale Year as set forth in this Agreement; (iv) the Termination Payment; and (v) any amounts owing or expected to come due during the Installment Sale Year pursuant to Section 5. 1 (c). "fu-Sale Cost Amount" means the amount so designated on Exhibit "A" attached hereto and representing the portion of the Installment Sale Amount allocated to pay the cost of the acquisition by RCPF from Augusta of the Project and any improvements thereon at the Closing Date, and to be disbursed to Augusta on the Closing Date. 3 . . . "fmj~" means the Project, land, buildings and facilities described in Exhibit B. "B&Yerter Deed" means the limited warranty deed in the form attached hereto as Exhibit "C" to be delivered pursuant to Section 3.1 hereof. "~urity Deed" means the Deed to Secure Debt and Security Agreement of even date herewith from RCPF to the Trustee. II SclJ~" means, prior to the Closing Date, RCPF and its successors and assigns and, subsequent to the Closing Date, the Trustee, acting for and. on behalf of the Trust. ".s.ta:~" means the State of Georgia. . ~ . "s.l!PDk.Illidl1a.LFa)ID~ll1S" means the interest payments designat~d as such in Exhibi~"A~' .to . this Installment Sale Agreement. "Term" shall have the meaning specifierl.inSectionA 1. hereof:. .__.. ._ . . ._~ ---- ~_."------" . "Ldmination Payment" means that payment rcquiredto be made-by Augusta pursuant to Section 4.4(aX3) of this Agreement upon an Event of Default or an Event of Non-Appropriation, in such amoun.t as set forth in Exhibit "A" to this Agreement. "lIlls1" shall have the meaning specified in the Trust Indenture. "Inlst Indenture" means the Trust Indenture of even date herewith to be executed by RCPF and the Tmstee pursuant to which the Certificates will be executed and delivered, as amended or supplemented. "In~" means the Trustee at the time serving as such under the Trust Indenture, whether the original or a successor Trustee. Regions Bank is the original Trustee under the Trust Indenture. Section 1.2. Exhibits. The following Exhibits are attached to, and by reference made a part of: this Agreement: Exhibit A: Basic Terms (Installment Sale Amount; Deposit to Project Fund; Cost of Issuance Amount; Pre-Sale Oost Amount; Minimum Annual Appropriated Amount; Termination Payment; Basic Payments; Supplemental Payments) Description of Project Form of Limited Warranty Deed Exhibit B: Exhibit C: [END OF ARTICLE I] 4 . . . ARTICLE IT REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.1. Representations. Covenants and Warranties of Aueusta. Augusta represents, covenants and warrants to the Seller as follows: (a) Due Organization and Existence. Augusta is a county-wide government which is a body politic :md corporate and a political subdivision of the State, duly organized and existing under the Oonstitution and laws of the State and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. ...:: .. -.. (b) No Violations. Neither the execution and delivery of this Agreement or each ofthe' other doaunents entered into by Augusta in connection herewith, nor the fulfillment of or compliance with the te:rms and conditions hereof or thereot: nor the consummation of the transactions contemplated hereby. or thereby, conflicts with or results in a .breach of the teDlls,. conditions or i provisions of any restriction or any agreement or instrument to which Augusta is now a party or by . which Augu:rta is bound, or constitutes a default under any of the foregoing, or results in the creation - ----:ndmpositio;[l of any lien, charge or enCllmbrance..whatsoev.eQ!.~1! an.y. of the- propeJ4-0LaSSets..of- "'-= -A:ugusta, or upon ~~e Project.- Augusta will not encumber any interest of Augusta..in;-t-o-oru1Ide1-tlris -- Agreement or the Project, except as provided herein. - Augusta-is not in default under any indenture, loan agreeml~nt, mortgage, deed of trust or similar document relating to the borrowing of moneys or any other material contract, lease, or commitment to which it is a party or by which it is bound. " . (c) Execution and Delivery. Augusta has duly authorized and executed this Agreement in accordance with the Oonstitution and laws of the State and a resolution of the Augusta-Richmond Oounty Oommission adopted on June 16, 1998. All payments due hereunder, including the payments for Adminil:trative Expenses, during each Installment Sale Year are, subject to Augusta's right to terminate herein, will be, within the budget for the current Installment Sale Year, and an appropriation is available for Augusta's obligations under this Agreement to the extent of the Minimum Annual Appropriatc;:d Amount. (d) No Litigation. There are no actions, suits, proceedings, inquiries or investigations, at law or in. equity, before or by any court, public board or body pending or threatened against or affecting Augusta, which singly or in the aggregate, if adversely determined, would adversely affect the validity or enforceability of this Agreement or any other agreement or instrument to which the Seller is a party or would adversely affect the financial condition of Augusta or its ability to satisfy its obligations hereunder or thereunder in a timely manner. (e) Oompliance with Laws and Regulations. The execution and delivery by Augusta of this Agreement, all of the other related agreements and the performance of Augusta's obligations hereunder Ilnd thereunder are not in contravention of any laws, orders, regulations or ordinances. Augusta is in compliance with all laws, orders, regulations and ordinances of all federal, foreign, state and authorities, the failure to comply with which would have a material adverse effect on the 5 . . . enforceabili~y of this Agreement or any other related agreement or the financial condition of Augusta or its ability to satisfy its obligation hereunder or thereunder in a timely manner. (It) Tax Covenants. This Agreement is being entered into by Augusta in compliance with the conditions necessary for the Supplemental Payments payable by Augusta to be excluded from the gross income of the holders of the Certificates for federal income tax purposes pursuant to the provisions of Section 103(a) of the Code relating to obligations of the State or political subdivisions thereof. It i:; the intention of Augusta that the Supplemental Payments be and remain excluded from gross income for federal income tax purposes, and, to that end, Augusta hereby covenants as follows: -.. ~~~ ':: (i) That it will not take any action, or fail to take any action, if any such action or fiwure to take action would adversely affect the exclusion of the Supplemental Payments from gross income for federal income tax purposes under Section 103 of the Code. ---- , ------. . (ii) That it will not directly or indirectly take Qr omit t.o; take any action in a w~y . that would cause this Installment Sale Agreement to be a "private activity bond, It within the meaning of Section 141 of the Code. Augusta will not enter into any management contract . o~!ease or similar arrangement with re.~pect...to .the .P1:oject nnlessiLobtains;an-opinion of _ '-0.. - ,. recogrJz.ed.bond counsel that such management ~ract. or. lease .or si:milar-arrangement-..~Jl-- not impair the exclusion from gross-income for. federal - income tax purposes of the Supplemental Payments. Augusta will not allow ten percent (10%) or more of any amounts derilved from the sale of the Certificates to be used, directly or indirectly, in the trade or business of any private business and will not lend such amounts to any nongovernmental pemons. (ill) That it will not directly or indirectly use or permit the use of any amounts in the Project Fund, Certificate Payment Fund or any other funds of Augusta or take or omit to take any action that would cause any Certificate or this Agreement to be an Itarbitrage bondlt within the meaning of Section 148 of the Code. To that end, Augusta will comply with all requirements of Section 148 of the Code, including without limitation Section 148(t) thereof: to the extent applicable to this Agreement. (iv) Augusta hereby certifies that the aggregate face amount of all tax-exempt obligations (other than private activity bonds as defined in Section 141 of the Code) issued by Augusta and any entities with whom aggregation is required pursuant to Section 148(t)(4)(DXti) of the Code during the calendar year in which this Agreement is entered into is not reasonably expected to exceed $5,000,000, and Augusta covenants that ninety-five percent or more of the initial Installment Sale Amount is to be used for the local governmental activities of Augusta in compliance with Section 148(t)(4)(D)(iv)(Ill) of the Code. (v) This Agreement is not and shall not be "federally guaranteedlt as defined in S~;tion 149(b) of the Code. 6 . . . (vi) Augusta does hereby designate, the Certificates and this Agreement as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code. Augusta hereby represents, covenants and warrants to the Seller that the aggregate face amrnmt ofall tax-exempt obligations (other than private activity bonds as defined in Section 141 of the Code) issued by Augusta and any entities with whom aggregation is required pursuant to Section 265(b )(3)(E) of the Code during the calendar year in whIch this Agrc;:ement is entered into is not reasonably expected to exceed $10,000,000. (g) Due Authorization. Augusta bas duly authorized and approved the sale of the Certificates ,and all of the terms and conditions of the Trust Indenture. (h) Rq>orting Requirements. Augusta will cause the following documents or information to be delivered to the Trustee: (i) immediately upon notification ther~f: the/occurrence of any Eyent,ofOefault " specified in Section 8.1 hereof; . (ii) - '.vit!1in five days sf.its,~doption of its a.n-!!1.!a!..budget,-a-certificate ofrAugusta '_ . certifying that the Minimum Annual i\P!lfopriated-Amoimt-has been approprrated for-the--. -__ relevant calendar year. (i) No Pecuniary Interest. No employee of Augusta has any direct or indirect pecuniary interest in, or will receive or has agreed to receive any compensation with respect to any contract, lease, purchase, sale, or employment made or to be made in connection with the proposed transaction contemplated by the performance of this Agreement. G) Bidding RCQJJirements. All requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement, and Augusta has complied or will comply with such public bidding requirements as may be applicable to this Agreement and the acquisition by Augusta (in its capacity as agent for the Seller) of the Project. (k) Government Use. During the term hereof; the Project will be used by Augusta only for the purpose of performing one or more governmental functions of Augusta or such other public bodies consistent with the permissible scope of Augusta's or such other public bodies' authority. (1) ~. The Project, when acquired, constructed and installed, will be used for the proper, efficient and economic operation of Augusta. (m) Useful Life. The useful life of the Project will extend at least to the final maturity date of the Certiflcates. (n) Non-Appropriation. Augusta has not terminated prematurely or failed to make an appropriation required to keep in effect any lease or installment sale financing of Augusta. 7 . . . (0) Public Hearing. A public hearing was held on June 15, 1998, in compliance with O.c.G.A ~ 36-60-13(g). Secti.on 2.2. Representations. Covenants and Warranties of RCPF. RCPF represents, covenants and warrants to Augusta as follows: (a) Due Organization and Existence, Enforceability. RCPF is a Georgia non-profit corporation, duly organized, existing and in good standing under and by virtue of the laws of the State; has th€: POWef" to enter into this Agreement; is possessed of full power to own and hold real and personal property. and to lease and sell the same; aDd has duly authorized the execution and delivery of the Agreement. (b) No Encumbrances. RCPF will not pledge the Installment Payments or other amounts derived from its other rights under this Agreement or its interest (If any) in any of the Funds and Accounts except as provided under t.he te::ms ::>f this Agreement .and the. Trust Indenture. (c) No Violations. Neither the execution and delivery of this Agreement, nor the -- -. - fulfillment of Gf COffip!i~"1ce- ;vith the ~eEns..:md-cc~ditions-hereof, nor the c.orlStimmation of.the.", -. -. '. --t.t;~nsactions contemplated hereby;. conflicts. with -or results in -a breach -of the- terms, .conditiot\So or provisions of the articles ofincorporatior_or bylaws ofRCPF or any restriction or any agreement or instrument to which RCPF is now a party or by which RCPF is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets ofRCPF or upon the Project. (d) No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, .before or by any court, public board or body pending or threatened against or affecting RCPF wher,ein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereunder or would adversely affect the validity or enforceability of this Agreement. ( e) Application of Proceeds. RCPF will establish the Trust, and will cause the Certificates to be eXeC\llted and delivered pursuant to the provisions of the Trust Indenture and will apply a portion of the proceeds derived from the sale of the Certificates as follows and as provided in the Trust Inden1ure: (i) the Seller will cause the deposit to the Project Fund to be made in the amount set f;)rth in Exhibit II A"; (ll) the Seller will cause the Cost ofIssuance Amount to be applied to costs incurred in connection with the establislunent of the Trust and the issuance and sale of the Certificates and the unused balance, if any, to be deposited into the Project Fund; (iv) the Seller wiU cause the accrued interest on the Certificates to be deposited in the Interest Account of the Certificate Payment Fund. 8 '" . . (v) the Seller will cause the Pre-Sale Cost Amount to be paid to Augusta. (f) Application ofP~ents. The Seller will cause the payments by Augusta hereunder to be applied as provided herein and in the Trust Indenture. [END OF ARTICLE ll] 9 .. . . ARTICLEm SALE OF THE PROJECT SeC1tion 3.1. Sale of the PrQject. In consideration of the representations and undertakings of Augusta in this Agreement, the Seller hereby agrees to sell, and Augusta hereby agrees to purchase from the Sc::ller, in accordance with the provisions of this Agreement, all the Seller's right, title and interest in and to the Project, and each and every component thereof in fee simple; provided, however, that should there occur an Event of Non-Appropriation or Event of Default hereunder, then the Seller may serve a notice in writing to Augusta that the title to the portion of the Project constituting real property, in the condition and as conveyed by the Reverter Deed, and as the Project has been improved, shall immediately and without the necessity of any further action on the part of the Seller o:r Augusta revert to and vest in the Seller, and that Seller will not convey any portion of the Project consisting of personal property to Augusta and Augusta shall lose and forfeit all of its rights, title: and interest in and to the whole of the Project and to the improvements and fixtures thereon., Promptly following its acquisition of the Proj~, to evidence such purchase and sale of .the. portions of-the Project consisting of real property, the Seller shall execute and deliver to Augusta the Reverter Deed. By virtue of the conveyance in the Reverter Deed, Augusta shall not be entitled to - cre.ate-0umffer aI!Y .errcumbrance, ple(lge; conveyance, tnmsfer or assigllment oLalLor any ~of its. interest in tDp..Project without the written-consent-and action-of the Seller. In confirmation of the ,-reverter, created by the Reverter Deed, upon the delivery of the aforementioned notice follow1..1lglUl- Event ofDt:fault or an Event of Non-Appropriation, Augusta will deliver to the Seller and record a quitclaim deed to the Project, and the Seller is hereby irrevocably appointed as Augusta's agent and attorney-in-fact for the purpose of executing, sealing, delivery and recording such quitclaim deed. Upon payment in full of the Installment Payments, together with all other amounts due and to be paid by Augusta hereunder, the Seller shall deliver to Augusta a quitclaim deed to the Project and each and every component thereot: for recordation, which shall serve to cancel the reverter created hereby, and a bill of sale to all personal property included in the Project. Title to each component of the Project hen~er acquired, installed or constructed pursuant to Section 4.2 shall initially vest in the Seller, and by virtue of this Agreement, title to each and every component of the Project which constitutes real property will inunediately thereafter vest in Augusta without the necessity of further action on the part of the Seller or Augusta or any other person, subject only to the reverter set forth above and title to each and every component of the Project which constitutes personal property shall remain in the Seller until the Installment Payments have been paid in full. Title to any property which is initially personal property but which is transformed into real property by virtue of its incorporation into the real property component of the Project shall automatically transfer to Augusta at the time such prope:rty becomes part of the real property component of the Project. At any time, upon the request of Augusta, the Trustee and RCPF will take such action and execute such appropriate documents as may be necessary to evidence or confirm the status of title to the various components of the PrOjf:ct. Augusta agrees that it will pay all expenses and taxes, if any, applicable to or arising from any transfer of title as herein provided. Notwithstanding anything herein to the contrary, Augusta and the Seller acknowledge and agree that (1) the rights of Augusta under the Reverter Deed are subject and subordinate to the Security Deed, (2) that Augusta's rights in the Project are subject to termination in the event the 10 ~.~ ."_. .. . . Project is sold pursuant to the exercise of remedies under the Security Deed, and (3) that the Security Deed is a non-recourse obligation ofRCPF evidencing for the real estate records the rights of the Trustee and Certificate-holders in the Project conveyed by the Trust Indenture. RCPF hereby assigns its equity cf redemption in the Project under the Security Deed to Augusta. Sedion 3.2. Warranties. The Seller makes no warranty, either express or implied, as to title to the project, the condition of the Project or that it will be suitable for Augusta's purposes or needs. [END OF ARTICLE III] 11 .. . . ARTICLE IV DEPOSIT OF CERTIFICATE PROCEEDS; AGREEMENT TO ACQUIRE, CONSTRUCT AND EQUIP THE PROJECT; TERMINATION OF INSTALLMENT SALE AGREEMENT; INSTALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION Section 4.1. Deposit of Certificate Proceeds. The Seller will cause to be deposited by the Trustee on the date of issuance and delivery of the Certificates the amounts for application in accordance with the provisions of this Agreement and Section 3.03 of the Trust Indenture. Sec:tion 4.2. Acquisition and Construction of Project. :'-- (a) Acquisition Contracts. Augusta will arrange for, supervise and provide for, or cause to be supe:rvised and provided for, the design, acquisition, construction and installation of the lkoj~ct. Augusta may enter into one or more construction contracts or purchase orders providing h for the acquisition, construction and installation of the Project (each, an .': Acquisition Contract"), and will requir1e each contractor who shall be awarded a contract for the acquisition, construction and jnstallation of the Projeot or any part thereof to provide any_p~,rformance.-ar labor anc:Lm.aterials _____ _ __ ___payment 'bonds as may be- required by-la-w~ Augusta will comply with all laws and- ordinances1 . . - applicable to Augusta in its acquisition and construction of property. -Augusta represents- the estimated costs of the Project are within the funds estimated to be available therefor, and the Seller makes no warranty or representation with respect thereto. Prior to a disbursement from the Project Fund, there shall be filed with the Trustee a requisition containing the information specified in sub- paragraph (c) below. Promptly after entering into an Acquisition Contract, Augusta shall file such Acquisition Contract with the Trustee. Neither RCPF nor the Trustee shall be liable under any of the Acquisitioll Contracts, and Augusta shall act as a contractor and not as an agent. ,. ". Augusta shall obtain all necessary permits and approvals, if any, for the acquisition, construction and installation of the Project, and the operation and maintenance thereot: which may hereafter become applicable to the Project. Augusta hereby covenants, to the extent pennitted by applicable law, to use other legally available finnds and to seek additional legally available funds to the extent necessary to complete the acquisition, construction and installation of the Project, or to make certain design changes in the Project (so long as such changes do not cause the Project to be used for purposes other than lawful governmental purposes of Augusta) to the extent necessary to complete the Project with moneys then available f,or such purposes in the Project Fund. (b} . Authorized PrQject Fund Disbursements. Disbursements from the Project Fund may be made for the purpose of paying (said term to include the reimbursement of Augusta for advances from its other funds to accomplish the purposes hereinafter described) the cost of issuance of the Certificat1es, the cost of designing, acquiring, constructing and installing the Project, and shall include: (i) the cost of indemnity and fidelity bonds to insure the faithful completion of any contract pertaining to the Project; 12 .. . . (ii) fees and expenses of architects and engineers for the preparation of plans and supl~rvising the acquisition, construction and installation of the Project; (ill) all payments, including those for labor, contractors, builders and materialmen, inclJrred under the terms of a contract for the construction and installation of the Project, and the repayment of advances made by Augusta for the purpose of paying any' of the aforementioned costs; (iv) all costs of engineering and architectural services, including the costs of Augusta incurred in connection with test borings and environmental assessments, if any, surveys, estimates, plans and specifications and preliminary investigations therefor, and for .,. - '- -.;-- ~ -supervising'construction, as well as for the performance of all other duties rcquiredbyor~--e:: consequent to the proper construction of the Project; and . (v) the costs of issuance of the Certificates described in Section3.03(d) of the Tmst Indenture. : . . (c) .- ~ition Procedure. No disburseJIlent frOQ'l the Proiect Fqndshall_be_m~ge u~es~..._ ,-- . -= a-nd-.~.mtiL t.he T..mstp.e is provided with evidence of Augusta's official action to appropri2.te-t-lw.,- ______ _ Minimum Annual Appropriated Amount for the Installment S~e Year..;.n which Augusta requests such disbursement. Prior to any disbursement from the Project Fund there shall be filed with the Trustee: (i) A requisition for such payment stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due; (ii) A certificate of an Authorized Augusta Representative, stating that insofar as such obligation was incurred for work, material, supplies or equipment in connection with the Project, such work was actually performed, or such material, supplies or equipment were actually installed in or about the construction or delivered at the site of the work for that purpose; and (ill) A certificate of an Authorized Augusta Representative stating: (A) that an obligation in the stated amount has been incurred by Augusta, and that the same is a proper charge against the Project Fund and has not been paid, and stating that the bill, invoice or statement of account for such obligation, or a copy thereot: is on file with Augusta; (B) that the Authorized Augusta Representative has no notice of any vendors, mechanic's or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interests which should be satisfied or discharged before such paYment is made; and (C) that such requisition contains no item representing payment on account, or any retained percentages which Augusta is, at the date of such certificate, entitled to retain; 13 . . . Sec:tion 4.3. Term of Aereement. The Term of this Agreement shall commence on the date hereof and shall end not later than on June 30, 2013, subject to Augusta's right to tenninate this Agreement upon the end of each calendar year due to an Event of Non-Appropriation prior to the year 2013. This Agreement may be tenninated only in accordance with the following paragraph. The Term of this Agreement will terminate upon the earliest of anyone of the following events: (a) Purchase Option. Upon the exercise by Augusta of its option to prepay the Basic PaYments llS provided in Section 4.5(c) and tenninate this Agreement pursuant to Section 4.7. .;. ~... (b) Maturity of Certificates. PaYment in full of the Certificates'on June 30;2013~. ---- " (c) Augusta's Election to Terminate Agreement Upon Non-Appropriation. The occutTent;(~ of an Event of Non-Appropriation. , '.'. Thl~ parties intend that this Section 4.3 operate in conformity with, and not in contravention : -~ ~-----~~- - of,-Official Cede of Georgia Annotated-Section 36..6lJ.d3_ .Tn thee.vent.that...an.y-puMsion-ofthis - Secticn-4;3. is deteffi"'.med to .conflict with Official Code of Georgia. Annotated;-Bectiotr3-6-=60-13,trus Section 4.3 shall be interpreted and implemented inTma.."l.'1er consistent with said statute. In the event of the occurrence of an Event of Default under Section 8.1 (i) or (ill) hereof or a terminati':ln under this Section 4.3, Augusta agrees to peaceably surrender possession of the Project to the Tmstee or its assignee or transferee on the date of such default or termination in good condition ;md repair, normal wear and tear excepted. Section 4.4. P2\yments. (a} Obligation to Pay. Certain payments due hereunder shall be made as follows: (1) Excess in Project Fund. On the date moneys are to be transferred from thl~ Project Fund to the PaYment Subaccount of the Principal Account of the Certificate PaYment Fund pursuant to Section 3.04{d) of the Trust Indenture, Augusta shall be deemed to have made a prepaYment of Basic PaYments equal to the amount so transferred. (2) Basic Payments. Augusta shall provide for the Basic PaYments specified in m:hibit "An hereto by the twentieth day of the calendar month preceding each June 30 and D4~cember 31 on which such paYment is due, during the term of this Agreement. Augusta shall make such provision by paying, on the twentieth day of each calendar month one-sixth of the Basic PaYment coming due on the following June 30 or December 31, as the case may be:; provided, however, any amounts held on deposit in the PaYment Subaccount of the Principal Account of the Certificate Payment Fund after each June 30 or December 31 shall be: a credit to obligationS under this Section 4.4(aX2). 14 . . . (3) Termination P&YJ1lent. Upon the occurrence of an Event of Default or an Event of Non-Appropriation, Augusta shall pay the Termination PaYment. If Augusta has not app ropriated the Minimum Annual Appropriated Amount for the next calendar year, on De<:ember 31 of each year, Augusta shall pay the Tennination PaYment, provided, however, if Augusta appropriates the Minimum Annual Appropriated Amount pursuant to Section 4.6 of this Agreement on or prior to the February 15 next succeeding any such December 31, the obli.gation to make the Termination PaYment pursuant to this Section 4.4(a)(3) shall be null and. void and the Termination Payment, if received, shall be returned to Augusta. (4) Supplemental Payments. By the twentieth day of the calendar month preceding Jun~ 30 or December 31 on which such payment is due, Augusta shall provide for the Supplemental PaYments specified in Exhibit "A" hereto; Augusta shall Inakc such pfClvision by paying, on the twentieth day of each calendar month one-sixth of the Supplemental PaYment coming due on the next following June 30 or December 31, as the case may be; provided, however, any amountshelo on deposit in the Interest AccOlmt.ofthe Certificate Payment Fund after each June 30 or December 31 shall be. a credit to obligations under this Section 4.4(a)(4). (5)... Other PrQject Fund Transfers~.Oa the date-moneys-are-ro-be-transferrcd-from the Project Fund to the Redemption SubaccounLofthe Principal Account of the Certificate Payment Fund pursuant to Section 3. 04( e) of the Trust Indenture, Augusta shall be deemed to have made a prepaYment of Basic Payments equal to the amount so transferred. (6) Administrative Expense Payment. Augusta shall pay when due the Administrative Expenses. (7) No Offset. Notwithstanding any dispute between the Seller and Augusta, induding without limitation a dispute as to the failure of the Project or any portion thereof to perform the task for which it is designed, Augusta shall make all Installment PaYments when due and shall not withhold any Installment Payments pending the final resolution of such di~:pute. (8) Payment from Appropriated Amounts. Amounts payable hereunder are to be derived solely from lawfully available funds that have been appropriated or budgeted. Nothing in this Agreement shall require Augusta to levy a tax to make paYments hereunder. (b) .. Absolute and Unconditional Obligation. The obligations of Augusta to make the payments lrequired in Section 4.4(a) or otherwise due hereunder and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be affected by any abatement, reduction, set-off: diminution, defense, counterclaim or recoupment whatsoever or any right to any thereof(mcluding without limitation abatements, reductions, set-offs, diminutions, defenses, 4~unterclaims and recoupments for or on account of any claims which Augusta may have against the Seller, any contractor, supplier or materialman for the acquisition, construction and installation of any part of the Project, any supplier of vendor or Augusta, any manufacturer of any personalty installed in or as a part of the Project, any assignee of the Seller, or any other person for 15 . . . ..- any reason whatsoever, any insolvency, bankruptcy, reorganization or similar proceedings by or against Augusta, or any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing); nor except as otherwise expressly provided herein, shall this Agreement tenninate. Until expiration or termination of the Tenn, Augusta (i) will not suspend or discontinue any payments provided for in Section 4.4(a) hereof: (n) will perform and observe all of its other agreements contained in this Agreement, and (ait) wiD not terminate the Term for any cause, inCluding, without limiting the generality of the foregoing, failure of Augusta to acquire and construct any portion of the Project, failure of Augusta's title iJi aud to the Project or any part thereot: any acts or circumstances that may constitute failure of consideration, any defects in any component of the Project, any obsolescence of any component of the Project for any reason whatsoever, eviction or COnstructiVl~ eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America of'Ofthe..State of Georgia or any political subdivision of either or any failure of the Seller to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section sh~ be. construed to, releas~ the. Seller from the performance of any of the agreements on its part herein contained; and if the Seller should fail to perform any such agreement, Augusta may institute such action against the Seller as Augusta may . deem nece:~ to....compel p~rform~c.e .0r-reCmlef its. damages_foco.onperfoqnance as~Gng'~ such ~ a.ction sPall not do violence to the agreem~ts-on the. pm-of A&gusta-to make-t~ayments specified .... in Sections 4.4(a) or 5.4 here0f or otherwise due hereunder. Augusta may, however, at its own cost and expen.se and in its own name or in the name of the Seller, prosecute or defend any action or proceeding or take any other action involving third persons which Augusta deems reasonably necessary in order to insure the acquisition, construction and installation of the Project or to secure or protect :lts right of possession, occupancy and use hereunder, and in such event the Seller hereby agrees to l;ooperate fully with Augusta and to take all lawful action which is required to effect the substitution of Augusta for the Seller in any such action or proceeding if Augusta shall so request. This Agr{:ement is a "triple net" agreement requiring Augusta to pay all expenses, taxes, fees, insurance premiums, rebate paYments and costs associated with the Project and this Agreement as herein provided, without the right of Augusta to offset such against the obligations of others. ~ (c) Sale and Transfer. Augusta understands and agrees that pursuant to the Trust Indenture, RCPF has sold and transferred this Agreement and all of its rights, title and interest hereunder and in the Project and Funds and Accounts to the Trustee in trust for the benefit of the owners from time to time of the Certificates, and Augusta assents to such transfer. (d) Current Obligation Only. The provisions of this Section 4.4(d) shall apply notwithst2nding any provisions to the contrary in this Agreement. The Installment PaYments and all other pa}ments due hereunder constitute current expenses of Augusta, and Augusta's obligations hereunder are from year to year only and do not constitute a mandatory paYment obligation of Augusta in any ensuing Installment Sale Year beyond the current Installment Sale Year in contravention of Official Code of Georgia Annotated Section 36-60-13, as amended. No provision hereof shall be construed or interpreted as creating a general obligation or other indebtedness of Augusta or the State within the meaning of any constitutional or statutory debt limitation. Neither the execution, delivery, and performance of this Agreement nor the issuance of the Certificates directly or indirectly obligates Augusta to make any paYments hereunder beyond those appropriated 16 . . . for Augusta's then current Installment Sale Year. No judgment may be entered against Augusta or the State of Georgia for failure to pay any amounts due hereunder, except to the extent that Augusta has theretofore incurred liability to pay any such amounts through its actual use of the Project or through its lawful appropriations of such amounts. (e) Provision for P~ent. To the extent permitted by law, Augusta reserves the right to provide 1br prepaYment of Basic PaYments by making with the Trustee the deposit referred to in Section 5.02 of the Trust Indenture. Sedion 4.5. Title to the Project: Purchase Options. (a) Augusta Holds Title During Term. During the Term of this Agreement, Augusta shall hold title to that portion of the Project constituting real property and any and all additions which comprise n:pairs, replacements or modifications, subject only to the Security Deed and to the Sellers reverter in and to all rights, title and interest.lof Augusta it) and. to the Project and in all additions, attachment:;, accessions, accessories, replacements, improvements and substitutions thereto~ now or hereafter iU:quired together with the proceeds thereot: as contemplated by the Reverter Deed. Should - - . any portion of the..P.r:o.jecLconstitute .pP..!SOnaLpr.l)p~"ty-..-then title to sur.h- personal property .shall ~- _ . _: - - remain in the Seller until such.time as the-InstaIIment-PaymeRts-have-been paid-in-full. (b) Title May Revert to Seller Upon Event of Default or Event ofNon-A1)propriation. Upon the cCCUlTence of an Event of Default or an Event of Non-Appropriation and delivery of notice in accordance with the Reverter Deed, all right, title and interest of Augusta in and to the Project shall vest in the Trust for the benefit of the holders of the Certificates. (c) Accelerated Purchase Options. Under the circumstances set forth in Section 5.3 (an "Extraordinary Purchase Option"), and otherwise (a ''Voluntary Purchase Option"), upon thirty days' prior written notice from Augusta to the Trustee, and provided that there is then existing no Event of Default or event which with notice or lapse of time, or both, could become an Event of Default, Augusta will have the right to prepay, in whole or in part, Basic PaYments on any Interest Payment Date by paying to the Trustee, five days prior to such date, the then applicable Basic Payments due as a result of such prepayment, and if Augusta has elected to terminate this Agreement in accordance with Section 4.7, the Administrative Expense Payment and Supplemental PaYments equal to all Administrative Expenses and interest to accrue with respect to the Certificates until redemption thereof. Upon satisfaction by Augusta of such purchase condition and redemption of the Certificates as provided in the Trust Indenture, the obligations of Augusta hereunder shall cease, terminate and be void. Section 4.6. Covenant as to Appropriation. In the event this Agreement is not otherwise tenninated, Augusta covenants and agrees that it will cause the appropriate officer of Augusta (1) to request tWLt the governing body appropriate, or detennine not to appropriate, the Minimum Annual Appropriated Amount no later than December 1 of each calendar year, and (ii) to take such further action (or cause the same to be taken) as may be necessary or desirable to assure the availability of moneys appropriated to make all'payments due hereunder during the Instal1ment Sale Year, including all such actions for such purpose as may be required under Official Code of Georgia Annotated, 17 . . . Section 36-60-13. Augusta further covenants to notify the Trustee in writing prior to the end of the then current Installment Sale Year and promptly after the adoption of any preliminary or final budget if there is any reason to believe that Augusta will not appropriate and have available the Minimum Annual Appropriated Amount for the next succeeding Installment Sale Year. To the extent permitted by law, Augusta hereby agrees that if it intends to terminate this Agreement pursuant to Section 4.3(c), its governing body shall adopt a resolution specifically making a determination not to appropriatl:: the Minimum Annual Appropriated Amount; provided, however, failure to adopt such resolution shall not be deemed to mean that this Agreement has not been terminated if an Event of Non-Appropriation has occurred. Sedion 4.7. Payments for Project: Termination of Aereement. Up_o_n the exercise by Augusta of the prepaYment option pursuant.to. Section 4. 5( c) with respect to all of the Project then subject to this Agreement, the satisfaction ofall conditions set forth in Section 4.5(c) and the paYment of all other amounts due hereunder, Augusta shall be deemed to have tenninated this Agreement. J 1 ...l' ..... . . ""',.pc Sedion 4.8. Establishment of Completion Date. The Completion Date shall be evidenced to the Trustee by a Completion Certificate signed by an Authorized Augusta Representative stating that,- exc.ept for.amounts..retained by_the Trustee at Augusta's direction to pay any e<;lst of the-Project __. -,__ not then due aIld ~ayable, (i) acquisition; ronstruction ,a.'1d installation .of the Project has been completed and all costs oflabor, services, materials and supplies used in such construction have been- paid, (Ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient fi)r the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (Iii) all other facilities necessary in connection with the Projec;t have been acquired, constructed and installed and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such certificate shall state that it is giveI11 without prejudice to any rights against third parties which exist at the date of such certificate Dr which may subsequently come into being. Forthwith upon completion of the acquisition, construction and installation of the Project, Augusta agrees to cause such certificate to be furnished to the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for paYment of the costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the PaYment Subaccount of the Principal Account of the Certificate Payment Fund as provided below, the Trustee shall give notice to Augusta of the failure to apply said funds for paYment of the costs of the Project. Any amount not to be retained in the Project Fund for payment of the costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the PaYment Subaccount of the Principal Account of the Certificate PaYment Fund, provided that the Trustee is first furnished with an opinion of Bond Counsel to the effect that such transfer is lawful and will not adversely affect the exclusion from federal income taxation o,f intereSt; on the Certificates or this Agreement. .:l j [END OF ARTICLE IV] 18 . . . ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS Section 5.1. Maintenance. Taxes and Assessments. (a) Maintenance and Operation. During the term of this Agreement, Augusta shall, at its own expen;;e, maintain, manage, and operate the Project and all the improvements therein in good order, condition and repair, ordinary wear and tear excepted. Further, Augusta shall provide or cause to be provided all security service, custodial service, janitor service, grounds keeping service, power, gas, teleph,one, light, heating and water, and alLother public utility services.....1t is understood and agreed that in consideration of the paYment by Augusta of the Installment PaYments herein provided for, the Seller is only obligated to provide for the financing of the Project in the manner and to the extent herei~ provided, and neither RCPF, the Trustee nor any holder of any Certificates shall have ....'0 '.any obHgation_to incur anyexpenc;e of any kind or character in colU'-ection with-the management, . operation or maintenance of the Project during the term of this Agreement. Augusta shall keep the Project and any and all improvements thereto free and clear of all liens, charges and encumbrances. .& :- ..--. (0) Alterations. -Augusta -will not ro.alee any alterations, additions or i.:npro.vements-to the- .- Project without the Sellers prior written consent; provided, hewever;--that if -suc.h alterations, additions or improvements shall not diminish the value or utility of the Project, or impair the condition thereot: beJ:ow the value, utility or condition thereof immediately prior to such alteration, addition or improvem(:nt (assuming the Project was then of the value or utility and in the condition required to be maintained by the terms of this Agreement), such written consent shall not be unreasonably denied. Augusta may, at any time, remove and not replace such property, if no Default or Event of Default has occun'ed and is continuing and such property (i) is in addition to, and not in replacement of or substitution for, any property originally incorporated or installed in or attached to the Project on the date hereof or any property in replacement ot: or substitution for, any such property, (n) is not required to be incorporated or installed in or attached or added to the Project pursuant to this Section 5.1, and (iii) can be removed from the Project without diminishing or impairing the value, utility or condition which the Project would have had at such time had such alteration, addition or improvement not occurred. (c) Liens and Taxes. Augusta shall keep the Project free and clear of all levies, liens, mortgag~: and encumbrances except those created under the Security Deed, this Agreement and the Trust Inde:nture. Augusta shall pay, when due, all charges and taxes (local, state and federal) which may now I)r hereafter be imposed upon the leasing, rental, sale, purchase, possession, ownership or use of the Project, whether imposed upon or payable by the Trustee, the Trust or Augusta, excluding, however, all taxes on or measured by the Seller's income. If Augusta fails to pay said charges and taxes when due, the Trustee shall have the right, but shall not be obligated, to pay said charges and taxes. If the Trustee pays any charge or tax for which Augusta is responsible or liable under this Agreement, Augusta shall reimburse the Trustee therefor plus interest on any unreimbursed amounts from the date of paYment by the Trustee until the date of reimbursement. 19 . . . Sedion 5.2. Cooperation. The Trustee and Augusta shall cooperate fully with the other at the expense of Augusta in filing any proof ofloss with respect to any insurance policy maintained pursuant to this Article. 1l L . . Sedion 5.3. Insurance; Destruction or Damai:e to PrQject. Augusta will, at its ~xpense, maintain at all times during the Term, fire and extended coverage and property damage insurance with respect to the Project in an amount equal to the full insurable value of the Project, with deductible amounts not in excess of$5,000, covering such risks, and with such insurers as Augusta shall deem appropriat e. If in furtherance of its obligation under the preceding sentence Augusta procures an insurance policy or participates in an "interlocal risk management program," as such term is defined- in Official Code of Georgia Annotated Section 36-85-1, or.causes the Project to be covered under an existing policy, each such insurance policy or pool will name Augusta as an insured and each of the Trustee and RCPF or their respective assigns as an additional insured and loss payee, and will contain a clause requiring the insurer to give the Trustee at least thirty days' prior written notice of any altera'tion- in ~e terms of such policy or the canr.ellation th~reof 'f.he proceeds' of any such . . '.' ~, insurance policies will be payable to Augusta, the Trustee, RCPF or their respective assigns, including, particularly, the Trustee, as their interests may appear. 'l .i .I , I In the event of any loss, theft, destruction, damage, vandaJiJ11\ - injury or accident involving - -. the Project or in the event that title to, or- the tempor'ary or permanent use ot: the Project or any portion thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, prior to the paym,ent of all the Installment PaYments specified in this Agreement, Augusta will (i) promptly provide the Trustee with written notice thereof and make available to the Trustee all information and documentation relating thereto, (ii) promptly use the net insurance proceeds received in connection with such l:;asualty if any, together with other funds (mcluding Augusta's own funds as described in this Section) (A) to repair or restore the Project to its condition prior to such casualty; (B) to replace the Project with a similar project; or (C) to exercise its purchase option with respect to the Project under Section 4.5 and (Iii) promptly upon satisfaction of the requirement set forth in clause (ii) above certify to the Trustee in writing that any replacement facility is as valuable as the Project. Augusta shall be o'bligated to pay the Trustee for deposit into the Project Fund an amount equal to the difference iin the value of the Project immediately before the casualty occurred (assuming the Project was then of the value or utility and in the condition and repair required to be maintained by the terms thereof) and the value of the Project after such replacement and repair or to exercise its payment option und:er the terms of Section 4.5 hereof. In the event of any loss, damage, theft, vandalism or destructio:n of the Project or any part thereof prior to the paYment in full of the unpaid Installment PaYments specified in this Agreement, and the proceeds of any insurance maintained hereunder are insufficient: to repair or replace the Project so damaged, Augusta shall (i) exercise its purchase option under Se<:tion 4.5 hereof or (ii) fuUy repair the Project to its condition prior to such loss, theft, damage, vandalism or destruction or replace it, using its own funds. The Trustee shall not be responsibl.e for the sufficiency of any insurance herein required and shall be fully protected in accepting I?ayment on account of such insurance or any adjustment, compromise, or settlement of any loss agreed to by the Trustee. 20 . . . Section 5.4. Administrative Expenses. Augusta acknowledges that, as provided in Section 3.07 of the Trust Indenture, the Administrative Expense PaYments due hereunder or under the Trust Indenture will be adjusted from time to time and together with certain other paYments due hereunder or under the Trust Indenture, will be billed to Augusta annually. Notwithstanding such billing proo~ures. Augusta hereby acknowledges and agrees that such billing procedures ~e being undertaken for the convenience of Augusta, and Augusta covenants and agrees to pay its Administrative Expenses as the same become due and payable. Sedion 5050 Environmental RepresentatioQs and Covenants. Augusta hereby represents that: .... , ;-' l" r" (a) To the best ofits knowledge, after due inquiry, no litigation, investigation or .3.drninis.trative or other proceeding of any kind, before or by-any GovernmentalCorpomtion-. or private party relating to (i) any environmental, health or safety Requirement of Law, (ii) any Remedial Action, (ill) any Liabilities and Costs arising from the Release or threatened Rdease of Con.ta.'11inant into -the enyi..roRffi~r~cr. ~Yvt-aay.ctk-r -L-iabilities-Gnd Costs arising-. from or ceIW'i'ming environmental, health or '3cl'ety--issues 'or conditions irpending-or- tlueatened against or involving the Project~ . -.-.. ...: , (b) Except as set forth in Exhibit D, Augusta is not subject to any judgment, injunction, writ, order or agreement respecting (i) any environmental, health or safety Requirement of Law, (n), any Remedial Action, (ill) any Liabilities and Costs arising from the Rdease or threatened Release of a Contaminant into the environment, or (iv) any other Liabilities and Costs arising from or concerning environmental, health or safety issues or conditions arising from a violation oflaw. In addition, Augusta is not now aware, after due inquiry, of any grounds on which such a judgment, order or agreement might be based. (c) Augusta has taken all steps necessary to detennine and has determined that no Contaminants have been disposed of on the Project in any material manner and that there h~lts been no Release of any Contaminant on, from, under or to the Project other than in compliance with applicable law. (d) The operations or other activities of Augusta will not result in the disposal or other Release of any Contaminant on or from the Project: other than in all cases in compliance with applicable law. (e) Augusta has not received any notice or claim or information to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment in violation of applicable law. (t) No Environmental Lien has been attached to any of the Project. 21 . . . (g) Except as may be disclosed in the environmental report for the Project provided by Augusta to the Seller, the Project does not contain any asbestos or PCB containing material in violation of applicable law. The operations or other activities of Augusta shall not result in the disposal or other ~e1ease of any Contaminant on or from the Project other than in compliance with all current and future applicable ,environmentallaws and Augusta shall not engage in any activities that will result in the violation of any current or future environmental laws. Augusta shall obtain from time to time all permits required under current or future environmental laws so that the operations of Augusta will be in accordance with such laws. Augusta will make available for inspection from time to time all docu'ments "and information in their possession and control regarding activities and conditions relating to the Project and other assets which may result or may have resulted in noncompliance with, or liability under, any RequiremeJlt of Law. ~. .;. . co . " '~ .. Augusta shall not store, locate, generate, produce, process, treat, transport, incorporate, .. -discharge, e:mit,-r,dease;, deposit or ,dispG~cl..~JlY Hazardc~bZW1re h~~on, umler, ov~r m--n-om '_'--"- the-Project ,nt-her than in accordance with all applicable Environmental Regulations,~'iI'dfrllot permit. - __ any Hazard,ous Substance to be stored, located, generated; produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom other than in accordance with all applicable Environmental Regulatioru~ shall cause all Hazardous Substances found thereon to be properly removed therefrom and properly disposed of in accordance with all applicable Environmental Regulations, shall not install or permit to be installed any underground storage tank therein or thereunder other than in accordance with all applicable Environmental Regulations, and shall comply with all Environmental Regulations which are applicable to the Project. At any time, and from time to time, if the Seller so requests, based upon its reasonable judgment that changed circumstances raise environmental questions or concerns, t:ne Project shall have any environmental review, audit, assessment and/or report relating !to the Project theretofore provided by Augusta to the Seller updated, at the sole cost and expense of Augusta, by an engineer or scientist acceptable to the Seller, or shall have such a review, audit, assessment and/or report prepared for the Seller, if none has previously been so provided. Augusta shall indemnify the Seller and shall hold the Seller harmless from, and shall reimburse the Seller for, any and all I claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including court costs and attorneys' fees directly or indirectly incurred by the Seller (prior to trial, at trial and on appeal) in any action against or involving the Seller, resulting from any breach of the foregoing covenants, .or from the discovery of any hazardous Substance, in, upon, under or over, or emanating from, the P:roject, whether or not Augusta is responsible therefor, it being the intent of Augusta that the Seller shall have no liability or responsibility for damage or injury to human health, the environment or natural resources caused by, for abatement and/or cleanup of: or otherwise with respect to, Hazardous Substances by virtue of their interests in the Project created by this Agreement or otherwi.se, or hereafter created, or as the result of the Seller exercising any of their rights or remedies with respect thereto hereunder or under any other instrument, including but not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure. The foregoing 22 . . . representati.ons, warranties and covenants of this Section shall be deemed continuing covenants, representatk>ns and warranties for the benefit of the Seller and any successors and assigns thereot: including but not limited to any transferee of the title of the Seller and any subsequent owner of the Project, and shall survive the satisfaction of release of this Agreement, or under any other instrument, and/or any acquisition of title to the Project or any part thereof by the Seller by deed ~ lieu of foreclosure or otherwise. Any amount covered by the foregoing indemnification shall bear interest from the date incurred at a fate of 1.0% above the highest rate of interest borne by any Certificate during the 365 days prior to the date on which such indemnification obligation was incurred, or, if less, the maximum rate permitted by law, and shall be payable on demand. The provisions of this paragraph :;hall apply to the fullest extent permitted by the Constitution and laws of the State of Georgia . ..: An)thing hercin to the contrary notwithstanding, the liability of Augusta for a breach of any of the cov~:nants or indemnification provisions contained in this Section 5.5 shall be limited to the value of the Project and the Seller shall r,01 muke n daim for.reco..very thereon. against any property or assets of Augusta other than the Project. -.r- "Contu..nin-:U1t'~ sh~ m~ :l."1Y waste, po!!um."}t-.cr.-h~dous substance, ClS-those te~-ar-e-,... . -- ~ - - -.......~sfined in the Comprehensive Envirop.memaI- Response, Thmpehsationand-tiaOility Act;-a:s- amemiOO, 42 U.S.C. ' 9601,.et ~., regulations pmmulgated thereunder and any applicable state statutes, and any toxic substance, solid or hazardous waste as defined in RCRA and any applicable state statutes, special waste, petroleum or petroleum-derived substance, radioactive material or waste, polychloriIJlated biphenyls (PCBs), asbestos, or any constituent of any such substances or wastes. "Environmental Lien" shall mean a lien in favor of any governmental entity for (i) any liability under fed~:fal or state environmental laws or regulations or (Ii) damages arising, from, or costs incurred by such governmental entity in response to, a Release or threatened Release of a Contaminant into the environment. "Environmental Regulation" means any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating to dangerous, toxic or hazardous pollutants, contaminants, chemical waste, materials or substances. IlGovernmental Corporation" shall mean any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Hazardous Substances" means dangerous, toxic or hazardous pollutants, contaminants, chemicals. waste, materials or substances as defined in Environmental Regulations, and also any ureaformaldehyde, polychlorinated biphenyls, asbestos, asbestos containing materials, nuclear fuel or waste, radioactive materials, explosives, carcinogens and petroleum products, or any other waste, material, substance, pollutant or Contaminant which would subject the owner or mortgagee to any damages, penalties or liabilities under any applicable Environmental Regulation. "Indemnified Parties" shall mean RCPF and the Trustee. . 23 . . . "Liabilities and Costs" shall mean all liabilities, obligations, responsibilities, losses, damages, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation and feasibility studies), fines, penalties, monetary sanctions and interest. "Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing or dispersing into the indoor or outdoor environment or into or out of the Project, including, but not limited to, the movement of Contaminants through or in the air, soil, surface water, groundwater or the Project and the abandonme:nt or discard or barrels, containers and other open or closed receptacles containing any Contamina1l1t. "Remedial Action" shall mean' actions related to (i) cleaning up, removing, treating or in any other way addressing Contaminants in the indoor or outdoor environment; (ii) preventing or minimizing the Release or threat of Release of Contaminants so that Contaminants do not migrate or endanger or threaten to endanger pl.iblich.eaIth or welfare Of, thp, indooc.or outdoor environment; and (ill) collecting environmental data or performing pre-remedial studies and investigations .and performing operations and maintenance and post-remedial monitoring and care. ,. , . "Requirement of :law" shall mean any fcderaI;-state-or-Iocal statute,ordmance, rule or . regulation, any judicial or administrative order (whether or not on consent), request or judgment, any common law doctrine or theory, and any provision or condition of any Permit or other binding detennination of any Governmental Corporation. .;. [END OF ARTICLE V] 24 . . . ARTICLE VI DISCLAIMER OF WARRANTIES; INDEMNIFICATION Section 6.1. Disclaimer of Warranties. NEITHERRCPFNOR THE TRUSTEE MAKES ANY WARRANTY OR REPRESENTATION, ErmER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDmON, MERCHANTABILITY OR FITNESS OF THE PROJECT FOR ANY PARTICULAR PURPOSE OR FOR THE USE CONTEMPLATED BY Augusta. In no event shall RCPF or the Trustee be liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Agreement for the existence, furnishing, functioning of Augusta's ure and possession of the Project. " Section 6.2. Augusta' s RiI:i1~ to Enforce Warranties. The Seller hereby irrevocably appoints Augusta its agent and attorney-in-fact during the Term of this Agreement, so long as Augusta shall not be in default hereunder, to assert from time to time whatever claims and rights, including \vithout limitation, warranty claims,~claims l'or indemnification and claims for breach of any ~ representations respecting the Project which the Seller may have against any vendor or contractor. Augusta's sole remedy for the breach of any such warranty, indemnification or representation shall ,--'-,.- -hoe ~gainst.the vender or-contmctcr....:ith.respecnhereto; and-not against ths-Seller,-nGf-'Shall-sueh--_._ - . matter have: nn.y effect whatsoever on the rights and-obligations of the $@ller with respect to this ;;;-. . Agreement, including the right to receive full and timely Installment Payments and all other paYments due hereunder. Augusta shall be entitled to retain any and all amounts recovered as a result of the assertion of any such claims and rights, provided that Augusta shall apply such of the amounts as may be required to the repair of defects or omissions in the Project that occasioned such claims. The Seller shall, upon Augusta's request and at Augusta's expense, do all things and take all such actions as Augusta may request in connection with the assertion of any such claims and rights. Section 6.3. Release and Indemnification Covenants. To the extent permitted by law, and subject to the limitations contained in Section 5.5 hereot: Augusta shall and hereby agrees to indemnifY and save RCPF, the Trustee and any successors, assigns or subrogees harmless from and against any and all claims, losses, damages, actions, proceedings, expenses, or liabilities, including reasonable legal fees and expenses and court costs, arising in connection with the Project including but not limited to claims, losses, damages, actions, proceedings, expenses, or liabilities arising out of (i) the use, maintenance, condition or management of: the Project by Augusta, (Ii) any breach or default on the part of Augusta in the performance of any of its obligations under this Agreement, (ill) any act or negligence of Augusta or of any ofits agents, contractors, servants, employees or licensees with respect to the Project, (iv) any act or negligence of any assignee or sublessee of Augusta with respect to the Project, or (v) the acquisition, construction and installation of the Project or the authorization of payment of the costs thereof by Augusta. No indemnification of the Seller is made under this s.:lCtion or elsewhere in this Agreement for claims, losses or damages, including legal fees and expenses arising out of the willful misconduct, negligence, or breach of duty under this Agreement by the Seller, its officers, agents, employees, successors or assigns. 2S . . . In case any action is brought against any llndemnified party in connection with any matter contemplated under this Section 6.3 or Sections 6.4 or 6.5 hereunder, and it notifies Augusta of the commencement thereot: Augusta will be entitled to participate in, and, to the extent that it chooses to do so, to assume the defense thereof (mcluding the employment of counsel), and Augusta shall assume the payment of all fees and expenses relating to such defense and shall have the right to negotiate and consent to settlement thereof . Secltion 6.4. Indemnification of Trustee. Without limitation of Augusta's obligations under Section 6.3 hereot: Augusta agrees to the extent permitted by law and subject to the limitations set forth in Section 5.5 hereot: to indemnify and hold the Trustee harmless from any and all liability, . loss, damag,e,. costs and expenses of any nature (mcluding interest and. reasonable counsel fees) arising out of or in connection with the Trustee's obligations and duties, or those of its employees or agents arising from. its perfonnance under the Trust Indenture, except for costs, expenses, fees and liabilities arising out of the Trustee's negligence or breach of the duties of care herein specified. This indemnity <. includes, but is not limited to, any re1SOoable action,taken or omitted within the scope ,of the Trusk, 'i1 Indenture o:r any action taken or omitted upon oral, telephonic or written instructions (authorized in the Trust Indentur~) received or reasonably believed to have been received from Augusta or any u.uthorized rcpi~seiitutiy~ of Augusta. .. :-- --- '-' -----. - --- ~-:.: Section 6.5. Certain Indemnifications. Without limitation of Augusta1s obligations under --'-. Section 6.3,. Augusta further agrees to the extent permitted by law and subject to the limitations set forth in Section 5.5 hereot: to indemnify and hold the Trustee and RCPF harmless from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever which the Trustee and. RCPF may incur (or which may be claimed against the Trustee or RCPF by any person or entity whatsoever) by reason of or in connection with (a) the failure of Augusta to pay, perform or comply with the covenants or conditions in this Agreement or the Trust Indenture; (b) the breach by Augusta of any representation or warranty of Augusta contained in this Agreement or made by Augusta in connection herewith; and ( c) enforcing any covenants of Augusta or conditions applicable to Augusta in this Agreement or the Trust Indenture. Sedion 6.6. Limitation. Notwithstanding any provision of Sections 5.7,6.3,6.4 and 6.5 hereof to the contrary, indemnification obligations of Augusta hereunder are payable only from amounts that may be appropriated by Augusta, or after an Event of Non-Appropriation or Event of Default, from the realization of the Project as collateral. [END OF ARTICLE VI] 26 . . . ARTICLE vn SUCCESSORS, ASSIGNMENT, PLEDGING, SALE, AND AMENDMENT Sedion 7.1. Assil:nment by RCPF. Pursuant to the Trust Indenture, RCPF, simultaneously with the execution and delivery of this Agreement, has transferred, assi~ed and otherwise conveyed to the Trustee without recourse (but without limitation of its obligations in the Trust Indenture) all the right, title and interest ofRCPF in and to this Agreement, the Installment Payments and RCPFs interest in and to the Project (including without limitation the interest retained in the Revl~rter Deed), and in the Funds and Accounts. Except for such assignment to the Trustee as provid(:d in the Trust Indenture, RCPF will not assign this Agreement, its right. to receive Installment Payments from Augusta, or its duties and' obligations hereunder to any other person, firm or corporation without an opinion of Bond Counsel to the effect that the proposed assignment will- not adversely affect the exclusion from gross income for federal income tax purposes of the Supplemental Payments. In addition, no assignment or reassignment of any ofRCPFs right, title, ,:. '. obligations or interest in !big Agreement or the Project shall be effective unless.2.nd!Until Augusta shall . <. have received a duplicate original counterpart of the document by which the assignment or reassignment is made, disclosing the name and address of each such assignee; provided, however, that ._~-_.. ~-='. if-Mict assignm~iit is made to a bank or t:Im1.company:as-trnstee of'paying-agent--oi"escrow-agmtf6F-- - --- ,~. - - - holders of-the Certificates, it shall be sufficient that a copy of the agency or trust agreement-shall have ---. been deposited with Augusta. Augusta hereby acknowledges receipt of the Trust Indenture for purposes of this Section and hereby agrees to perform in accordance with the provisions of the Trust Indenture. During the term hereof: Augusta shall keep, or cause to be kept, a complete and accurate record of all such assignments and reassignments received in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated thereunder. I . i ! Upon such assignment all references herein to RCPF shall be deemed to be references to the Trustee, and the owners of the Certificates shall have the right to proceed directly against Augusta for their proportionate share of the Installment Payments. StdiOIll 7.2. No Assignment by Augusta: Leasing. This Agreement may not be assigned by Augusta. Augusta may lease all or part of the Project, with the prior written consent ofRCPF subject to all of the following conditions: (i} No such lease shall modify or limit any right or power of RCPF or the Trustee hereunder or under the Trust Indenture and all of the obligations of Augusta hereunder, including Augusta's obligations to make the Installment PaYments, and any other amounts due hereunder, shall continue iin full force and effect; (Ii.) Augusta shall, within thirty days after the delivery thereat: furnish or cause to be furnished to RCPF or its assignee and to the Trustee a true and complete copy of such lease; (m) No lease by Augusta shall cause the Project to be used for a purpose other than a govemffil~nta1 or proprietary fuitction authorized under the provisions of the laws of the State, and 21 . . . (iv) RCPF and the Trustee shall have received an opinion of Bond Counsel to the effect that the exc:tusion from gross income of interest on the Certificates for federal income tax purposes will not be adversely affected by such leasing. (v) Notwithstanding the foregoing, no additional consent ofRCPF shall be required for the creation of tenancies at will or other tenancies of one year or less for minor portions of the' Project for provision of space to organizations providing services related to the conduct of municipal functions. Sec:tion 7.3. Amendment. Augusta will not alter, modifY or cancel or agree or consent to alter, modify or cancel this Agreement except as permitted by this Agreement and the Trust Indenture. [END OF ARTICLE Vll] 28 . . . ARTICLE VITI EVENTS OF DEFAULT, NON-APPROPRIATION, AND REMEDffiS Section 8.1. Events of Default Defmed. The following shall be "Events ofDefa.ult" under this Agreement and the terms "Events of Default" and "Default" shall mean, whenever they ~e used in this Agreement, anyone or more of the following events: (i) Failure by Augusta to pay any paYment required to be paid hereunder and to be received by the Trustee on or before the date required for such payment; provided, however, Augusta shall have fbrty-five days to cure any failure to pay the Termination PaYment required pursuant to the second sentence of Section 4.4(a)(3). (ii) or 5.3. Failure by Augusta to observe and perform any of its obligations under Sections 4.6 (ill) Failure by Augusta to observe rind perform any other covenant, condition or agreement on its part to be observed or performed in the Trust Indenture or herein or otherwise with ,--~~. ~~~~~ ~ respect hereto, outer than as referred.to m..slut:ue (i)-~r (:i)-of -*!~ Sootier.,- far-~-pG8ed-Gf.thirty days:- after writt'~iinotice specifying. such failure and requesting that-it be remedied has been giverrto -- Augusta by the Trustee; provided, however, if the failure-stated in the notice cannot be corrected within the applicable period, the Trustee shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Augusta within the applicable period and diligently pursued until the default is corrected. (iv) The failure of Augusta generally to pay its debts as the same become due or the filing by or against Augusta of a case in bankruptcy, or the subjection of any right or interest of Augusta under this Agreement to any execution, garnishment or attachment, or adjudication of Augusta as a bankrupt, or assignment by Augusta for the benefit of creditors, or the entry by Augusta into an agreement of composition with creditors, or the filing of a petition applicable to Augusta in any proceedings instituted under the provisions of the federal bankruptcy code, as amended, or under any similar federal or State act which may hereafter be enacted. (v) The Project shall not be subjected to any lien, encumbrance, transfer or conveyance without the written consent of the Trustee. Su:tion 8.2. Remedies on Default and Non-Appropriation. Whenever any Event of Defiwlt referred to in Section 8.1 hereof shall have occurred and is continuing, or an Event of Non- Appropriation shall have occurred, the Trustee or its assigns may take anyone or more of the following remedial steps: (a) The Trustee may declare all installments of amounts payable under Section 4.4(a) and all Administrative Expense Payments payable under Section 5.4 for the remainder of the then current Installment Sale Year to be immediately due and payable, whereupon the same shall become nmmediatdy due and payable. If all paYments payable under Section 4.4(a) for the remainder of the then cummt Installment Sale Year are accelerated pursuant to this Section 8.2(a), the amount then 29 . . . due and payable by Augusta as accelerated paYments shall be the sum of (1) the aggregate Basic PaYments due in the then current Installment Sale Year, (2) the aggregate Supplemental PaYments due in the then current Installment Sale Year, (3) the Termination PaYment, and (4) any other amounts which may be owing to the Trustee pursuant to this Agreement, including, without limitation, Section 5.4, for the then current Installment Sale Year; (b) The Trustee shall transfer all moneys on deposit in the Project Fund to the Redemption Subaccount of the Principal Account of the Certificate PaYment Fund; (c) 1be Trustee may exercise its remedies under the Reverter Deed and take. possession of the Project with or without terminating this Agreement (provided, however, this Agreement shall be terminatl~ only upon an Event of Non-Appropriation or in accordance with the terms of Section 4.3) and without any liability to Augusta for such repossession, and lease or sell all or any portion of the Project; the Trustee shall deposit in the Redemption Subaccount of the Principal Account of the CertiJicate Payment Fund pursuant to the Tmst Indenture all Liquidation Proceeds received pursuant to the exercise of such remedy. ~ n - (d) The -Trustee may require Augusta to furnish .copies - of all books -and records ,of-" - Augusta pertaining to the Project; and (e) The Trustee may take whatever action at law or in equity which may appear to the Trustee necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of Augusta under this Agreement. Sedion 8.3. Non-Appropriation. Upon an Event of Non-Appropriation, Augusta shall not be obligated to make the Installment PaYments and other paYments provided for herein beyond the last day of the Installment Sale Year in which such Event of Non-Appropriation occurred. Upon the occun~ence of an Event of Non-Appropriation, Augusta shall give immediate written notice thereof to the Trustee. Sedion 8.4. Surrender oftbe Project. The parties hereto agree that, upon the exercise of the right of reverter under Section 3.1 by the Trustee, Augusta shall have all responsibility for surrendering the Project. WIthin ten days after the occurrence of an Event of Non-Appropriation or an Event of Default, Augusta shall surrender the Project to the Trustee. Section 8.5. No Remedy Exclusive. No remedy conferred herein upon or reserved to the Trustee is iintended to be exclusive and every such remedy shall be cumulative and shall be in addition, to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay clr omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof; but any such right and power may be exercised ii-om time to time and as often as may be deemed expedient. In order to entitle the Trustee to exercise: any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article or by law. 30 ,. . . Section 8.6. Aueement to p~ Attom~' Fees and Expenses. In the event either party to this ~ment should default under any of the provisions hereof and the non-defaulting party or the Trustee should employ attorneys or incur other expenses for the collection of moneys or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting pluty contained herein, the defaulting party agrees that it will on demand therefor pay to the non-defhulting party the reasonable fees of such attorneys and such other expenses so mcurred by the non-defaulting party. Section 8.7. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either-party and thereafter waived by the other party or the Trustee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. [END OF ARTICLE VllI] 31 . . . ARTICLE IX MISCELLANEOUS Section 9.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received five (5) business days after depo~it in the United States mail in certified form, postage prepaid, at the following addresses: If to Augusta: Augusta, Georgia 530 Greene Street Augusta, Georgia 30901 Attention: Charles R Oliver, Administrator If to RCPF: Richmond County Public Facilities, Inc. c/o Burnside, Wall, Daniel, Ellison & Revell 454 Greene Street Augusta, Georgia 30901 Attention: James B. Wall If to the Trustee: Regions Bank Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 Any party, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 9.2. Bindina: Effect: Assii:nment. This Agreement shall inure to the benefit of and shall b~ binding upon RCPF and Augusta and their respective successors and the assigns of RCPF. This Agreement may not be assigned by Augusta. Section 9.3. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 9.4. Amendments. Changes and Modifications. This Agreement may not be amended or any ofits terms modified without the written consent of Augusta, the Trustee and RCPF. Section 9.5. Further Assurances and COlTeCtive Instruments. The Seller and Augusta agree that t:l1ey will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Project or intended so to be or for carrying out the expressed intention of this Agreement. 32 . . . Section 9.6. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same mstrument. Section 9.7. Applicable Law. This Agreement shall be governed by and conspued in accordance: with the laws of the State. ][N 'WITNESS WHEREOF, Augusta and RCPF have caused this Agreement to be executed m their respective corporate names and their respective corporate seals to be hereunto affixed and attested by their duly authorized officers,_ all as of the date first above written. Signed, sealed and delivered in the prCSl~nce of RiCHMOND COUNTY PUBLIC FACILITIES, INC. By:_ Unofficial Witness Title President Attest: Title Secretary Notary Public My Commission Expires: [SEAL] [NOT ARlAL SEAL] 33 , . . Signed, seal.ed and delivered in the presence of AUGUSTA, GEORGIA By: Unofficial'Vitness Its . Mayor Attest: Its Clerk Notary Public My Commission Expires: [NOTARIAL SEAL] 34 [S E AL] ~ . . EXHIBIT " A" Basic Terms INST ALL?\ffiNT SALE AMOUNT: Deposit to Project Fund (for Construction) $1,636,079.55 Cost of (ssuance 34,100.00 Pre-Sale Cost Amount 34,820.45 'T' _....,.,,1 .Lv,"," $1,-705,000.00 MINlMlTh1 ANNUAL APPROPRIATED AMOUNT (FY 1998): Annual Installment PaYment Amount $82,864.44 Minimum Annual Administrative Expense Amount 1,500.00 Termination PaYment Amount* o Totc~ $84.364.44 * TemIination PaYment Amount must be appropriated each year, but would be payable only in the Event of Default or Event of Non-Appropriation under Augusta's Installment Sale Agreement. ~ . . BASIC SUPPLEMENTAL DUE PAYMENT PAYMENT PERIOD REMAINING DATE (rRINCIPAL) (INTERES'() TOTAL BALANCE 12/31/98 37,723.62 45,140.82 82,864.44 1,667,276.38 1998 Total 37,723.62 45,140.82 82,864.44 6/30/99 39,442.08 43,422.36 82,864.44 1,627,834.30 12/31/99 39,766.62 43,097.82 82,864.44 1,588,057.68 1999 Total 79,208.70 86,520.18 - 165,728.88 6130/2000 41,276.48 41,587.96 82,864.44 1,546,791.20 12/31/2000 41,912.29 40,952.15 82,864.44 1,504,878.91 2000 Total 83,188.77 82,540.11 165,728.88 , ' . . ! 6/30/2001 43,671.54 39,192.90 82,864.44 1,461,207.37 12/31/2001 44,178-.16 38,686:28- , -.. --82,864.44 1,41.7,029..21 - "-- ~----' . 2001 T otai 87,849.70 77-,879.18- 165,728.88 --~ - 6/30/2002 45,959.49 36,904.95 82,864.44 1,371,069.72 12/31/2002 46,564.51 36,299.93 82,864.44 1,324,505.11 2002 Total 92,524.10 73,204.78 165,728.88 6/30/2003 48,369.18 34,495.26 82,864.44 1,276,135.93 12/31/2003 49,078.03 33,786.41 82,864.44 1,227,057.90 2003 Total 97,447.21 68,281.67 165,728.88 6/30/2004 50,730.52 32,133.92 82,864.44 1,176,327.38 12/31/20~~ 51,720.52 31,143.92 82,864.44 1,124,606.86 2004 Total 102,451.04 63,277.84 165,728.88 6/30/2005 53,575.30 29,289.14 82,864.44 1,071,031.56 12/31/2005 54,508.29 28,356.15 82,864.44 1,016,523.27 2005 Total 108,083.59 57,645.29 165,728.88 2 ~ . . 6/30/2006 56,390.22 26,474.22 82,864.44 960,133.05 12/31/2006 57,444.38 25,420.06 82,864.44 902,688.67 2006 Total 113,834.50 51,894.28 165,728.88 6/30/2007 59,354.92 23,509.52 82,864.44 843,333.75 12/31/2007 60,536.71 22,327.73 82,864.44 782,797.04 2007 Total 119,891.63 45,837.25 165,728.88 6/30/2008 62,364.73 20,499.71 82,864.44 720,432.31 12/31/2008 63,790.59 19,073.85 82,864.44 666,541.72 2008 Total 126,155.32 39,573.56 165,728.88 . 6/30/2009 65,762.94 17,101.50 82,864.44 590,878.78 I- 12/31/2009 67,220.60 15,643.84 82,864.44 523,658.18 ! 2009 Total 132,983.54 32,745.34 165,728.88 ---.-~-'.. -" ... 6/30/2010 69,226.34 13,638.-10. .82;864.44 454,43-1..84 12/31/2010 70,833.10 12,031.34 82,864.44 383,598.74 . 2010 Total 140,060.44 25,668.44 - 165,728.88 6/30/2011 72,874.04 9,990.40 82,864.44 310,724.70 12/31/2011 74,637.83 8,226.61 82,864.44 236,086.87 2011 TouJ 147,511.87 18,217.01 165,728.88 6/30/2012. 76,681.86 6,182.58 82,864.44 159,405.02 12/31/2012 78,644.10 4,220.34 82,864.44 80,760.92 2012 Total 155,325.95 10,402.93 165,728.88 6/30/2013; 80,760.92 2,103.33 82,864.25 0.00 2013 Total 80,760.92 2,103.33 82,864.25 NOTE: This schedule of paYments is based upon the assumption that the Supplemental PaYment (Interest) will remain constant at the rate in effect at the time ofissuance of 5.18%. In fact, the Supplemental PaYment (Interest) will be adjusted on January 1, 2004 and January 1, 2009 and at those time this schedule of paYments shall be adjusted based on the outstanding principal balance, the Adjusted Rate and the remaining Term to determine the amount of equal semi-annual installments to payoff the total of the Basic PaYments (principal) and the Supplemental PaYments (Interest) assuming that the Adjusted Rate then in effect remains unchanged throughout the remaining term. 3 ~ . . EXIllBIT "B" Project Description The Project shall consist of renovations to the Augusta Golf Course including the following: 1. Complete irrigation system replacement. 2. New clubhouse and cart storage building. 3. New maintenance shop. 4. New practice range and putting green. 5. Redesign the 15th and 18th holes. 6. Parking and cart path improvements. 7. Demolition of the existing clubhouse. This, work shall be done in accordance with the Improvement Plan for Augusta Golf Course dated N o\'ember 3, 1997, the description of the land constituting the Augusta Golf Course is as follows: ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 acres, more or less, and being bounded as follows: On the North, by the following tracts ofland: (1) property of Brickle, Huffinan, and Huffinan, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office IJfthe Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the "Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Danid Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G. Swift & A;;sociates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the "Airport Property"). On. the East, by the Airport Property and by the right-of-way of Highland Avenue. On, the South, by the right-of-way of Damascus Road; and On the West, by the following tracts ofland: (1) property of Garren and Nordmann, as shown on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259, page 1729, in said aeck's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said aerie's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Cl(:rk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, 4 ~ . . prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book .17B, page 409, in said Clerk's Office; and (6) the Brickle Property . REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and accurate description as to the metes, bounds and location of the subject property. THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richmond County, Georgia SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject property in a general north-south direction. B - 5 5 . . . EXHIBIT "C" STATE Ol~ GEORGIA RJrCHMOND COUNTY LIMITED WARRANTY DEED WITH REVERTER TIllS INSTRUMENT is made this _ daY'ofJune;' 1998, ~b~tWecn Richmond County Public Facilities, Inc., a Georgia non-profit corporation ("Grantor"), and Augusta, Georgia, a county-wide government which is a body corporate and politic and a political subdivision of the State of Georgia ("Grantee") (the terms Grantor and Grantee include.their respective,heirs, Legal ,representatives, successors and assigns where the context hereof requires or permits). This instrument evidences for public recclrd certain rights created under a Public Purpose Installment Sale Agreement dated as of June..l; 1998. between Grantor !I.nd Gr~_...rltee (the_"Inst...allment.Sale Agreement"). - ,. WITNESSETH THAT: Grantor, for and in consideration of the sum ofTEN AND NO/tOO DOLLARS ($10.00), and other good and valuable consideration, in hand paid at and before the sealing and delivery of these presents, the receipt, adequacy and sufficiency of which are hereby acknowledged by Grantor, has granted, bargained, sold, and conveyed, and by these presents does hereby grant, bargain, sell, and convey unto Grantee, the real property described in Exhibit "A" attached hereto and by this reference incorporated herein (the "Property"). TO HA VB AND TO HOLD the above-described tract or parcel of land, together with all and singular the rights, members and appurtenances thereot: to the same being, belonging or in any wise appertaining, to the only proper use, benefit,. and behoof of Grantee, forever in FEE SIMPLE; provided, however, that should there occur an "Event of Non-Appropriation II or "Event of Default, II as defined in the Installment Sale Agreement, then the Grantor may serve a notice in writing to the Grantee tbat the title to the Property, in the condition and as conveyed hereunder and as the Property has been improved, shall revert to the Grantee, and upon the occurrence of such event, the title to the Property, in the condition and as conveyed hereunder and as the same has been improved shall immediately and without the necessity of any further action on the part of the Grantor or the Grantee revert to and vest in Grantor, and the Grantee shall lose and forfeit all of its rights, title, and interest in and to lthe Property and all improvements and fixtures thereon. AND, the Grantor will warrant and forever defend the right and title to the above-described tract or palfcel ofland Wlto the Grantee against the lawful claims of all persons claiming by or through the Grantor, except as to the permitted encumbrances described in Exhibit "B II attached hereto and by this reference incorporated herein. Notwithstanding anything herein to the contrary, the Grantee and the Grantor acknowledge and agree that the rights of the Gi-antee in the Property and all improvements thereon are subject and subordinate to a Deed to Secure Debt and Security Agreement dated as of June 1, 1998 from the . . . Grantor to Regions Bank, as Trustee (the "Security Deed"), filed for record 'contemporaneously herewith, in the Office of the Clerk of Superior Court of Richmond County, Georgia, and that the rights of th~: grantee in the Property and all improvements thereon are subject to tennination in the event the Prl:>perty is sold pursuant to the exercise of remedies under the Security Deed. The Grantor hereby assigns its equity of redemption in the Property under the Security Deed to the Grantee. IN VIITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year first above written. Signed, sealed and delivered in the presence of: RI€HMO~l)-COUNTY PUBLIC FACILITIES, iNC. By: Unofficial 'Nitness Title: ?..ttest: Title: Notary Public [SEAL] 2 . . . EXIllBIT "A" LIMITED WARRANTY DEED WITH REVERTER ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 acres, more or less, and being bounded as follows: On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the "]Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel- Field Airpolt" , and as shown on a plat uated February 23, 1987, prepared by James G. Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the" Airport Property"). On the East, by the Airport Property and by the right~f-way of Highland Avenue. On the South, by the right~f-way of Damascus Road; and On the West, by the following tracts of land: - (I) property of Garren ~ld Nordmann; as shown on that certain p!atd:tted February 26, 1987, prepared by George L. Godman-an&tecorded in Realty Reel 25Y, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April i 7, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(S) property of Augusta- Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Briclde Property. REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and accurate description as to the metes, bounds and location of the subject pro~erty. THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richmond County, Georgia. Shill property is conveyed subject to the right~f-way of Old Camp Road which bisects the subject property ill a general north-south direction. . . e Exhibit "nil A consent judgment was entered in an action brought by Georgia Environmental Organization, Inc., a nonprofit corpora~ion vs. City of Augusta, U. S. District Court, Southern District of Georgia, Civil Action File No. CV194-151, under the terms of which the City agreed to pay $10,000.00 to the United States Treasury in civil penalties, attorney's fees, and $150,000.00 for "Supplemental Environmental proj ects" . All of these sums have been paid. In addition, the Order provides for fines to be imposed should Augusta fail to meet construction deadlines for the Constructed Wetlands Project, for failure to meet pre-construction limits on discharge, and for failure to meet limits following completion of construction in October, 2000. However, all such fines are capped, and the maximum fines that could be imposed for failure to meet discharge limits p,r-io:r to completion .0::: the project is $200,000.00;- for failure to meet the construction deadline is $250,000.00, . and for failure to meet the discharge limits by January 1, 2001 is $250!000,OO. In addition, Robert McElmuarray and Boyceland Dairy have - placed A,ugusta ,on notice that they intend to file suit under certain federal statutes, including the Clean Water Act, for damages they contend to have suffered on the farm property related to the application of sludge from the City's Wastewater Treatment Plant. Experts consulted by the City contend that the City's sludge at all times met federal guidelines. The City is also under certain consent orders relating to the Wastewater Treatment Plant, sanitary sewer lines, and the Spirit Creek Treatment Facility. However, none of these consent orders affect the Project, nor do they create any substantial financial exposure to Augusta. '. . . EXIllBIT "B" TRUST INDENTURE between RICHMOND COUNTY PUBLIC FACILITIES, INC. and REGIONS BANK, AS TRUSTEE Dated as of June 1, 1998 $1,705,000 Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 Evidencing Proportionate Interests of the Owners Thereof in Installment PaYments to be Made by Augusta, Georgia Pursuant to a Public Purpose Installment Sale Agreement . . . TABLE OF CONTENTS ~ ARTICLE I DEFINITIONS Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . , . . . . . . . . . . . . . . . . . . . . . 3 Section 1.02. Rules of Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 ARTICLE II THE CERTIFICATES Section 2.01. Authorized Aggregate Principal Amount of the Certificates ..................... 8 Secti.on 2.02. Issuance of Certificates; Form of Certificates .........~.'... .'.. . . , . .i.. . .-J. . . . . 8 Section 2.03. Details of Certificates; PaYment .............................:............. 8 . Section 2.04. PaYment; Execution; Limited Obligation. . . . . . . . . . . . . . . . . . , . . . . .', . . . . . . . . . . . 8 .s~~tiO!L2. 05~ l~aturity, L'1terest Rates and Interest Payment P..ro.visions fo.t:-Certifi.cates-.~ -.. .~ _ ~9--._ ~_ - Section 2:06. Authentication ..,....:-;. -... . . '_ . . . . . . . . . . . . . . . . . . . . . . . . ..... . . . . . . . . . . 10 Section 2,07. Authorization; Issuance and Delivery of Certificates' . . . -,'. . ~: :-.; . . . ... -~~. . . . . . . . . 10 Section 2.08, l~uti1ated, Lost, Stolen or Destroyed Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 2.09. Transfer and Exchange of Certificates; Persons Treated as Owners. . . . . . . . . . . . . . . 12 Section 2.10. Destruction of Certificates .....................,.....,................. 13 ARTICLE ill REVENUES AND FUNDS Section 3.01. PaYments Under the Installment Sale Agreement ............................ 14 Section 3.02. Creation of Funds and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.03. A.pplicationofCertificateProceeds..................................,.... 15 Section 3.04. Project Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 3.05. [Reserved] ......................................................... 16 Section 3.06. Certificate PaYment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 3.07. Administrative Expense PaYment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 3.08. Amounts Remaining in Funds and Accounts ................................16 Section 3.09. Reports ........................................................... 17 Section 3.10. Investment of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 3.11. Other PaYments ..................................................... 17 Section 3.12. Amounts Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 3.13 . Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE N REDEMPTION OF CERTIFICATES Section 4.01. Redemption Generally ................................................ 19 Section 4.02. .optional Redemption of the Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 . . . Section 4.03. Mandatory Redemption of the Certificates ................................. 19 Section 4.04. Notice of Redemption ................................................ 19 Section 4.05. Certificates Due and Payable on Redemption Date; Interest Ceases to Accrue .....................,......................................... 20 Section 4.06. P.artial Redemption of Certificates ....................................... 20 ARTICLE V DISCHARGE OF TRUST INDENTURE Section 5.01 T(:rmination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 5.02 Discharge of Lien .......-.-................,............,.............. 22 ARTICLE VI DEFAULT PROVISIONS AND REMEDIES Section 6.01. Defaults, Event of Default .............:............................... 23 Section 6.02. Trustee's Remedies. . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . , . . . . . . . . . 23 ARTICLE vn THE TRUSTEE Section 7.01. Acceptance of the Trusts ..................................,........... 24 Section 7.02. Fees, Charges and Expenses of Trustee .........................,......... 25 Section 7.03. Intervention by Trustee ............................................... 26 Section 7.04. Successor Trustee ........,.......................................... 26 Section 7.05. Resignation by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 7.06. Appointment of Successor Trustee by the Certificate holders; Temporary Trustee ........................................................ 26 Section 7.07. Concerning Any Successor Trustee ...................................... 26 Section 7.08. Appointment of Separate or Co-Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 7.09. Trustee Not Responsible for Obligations of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . 28 ARTICLE VIII MISCELLANEOUS Section 8.01. Amendment ..............................................,......... 29 Section 8.02. Rights of Certificate holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 8.03. Certificates Nonassessable and Fully Paid. . . . . . . . . . . . . . . , , . . . . . . . . . . . . . . . . . 30 Section 8.04. Severability ........................................................ 30 Section 8.05. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.06. Payments Due on Saturdays, Sundays and Holidays .. . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.07. Security Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.08. Counterparts ....................................................... 31 Section 8.09. Applicable Provisions of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Exhibit A - Form of Certificate . . . THIS TRUST INDENTURE dated as of June 1, 1998, between RICHMOND COUNTY PUBLIC FAC1LITIES, INC., a not-for-profit corporation organized under the laws of the State of Georgia ("RCPF"), and REGIONS BANK, a state chartered bank and trust company, organized under the laws of the State of Alabama, and authorized to accept and execute trusts of the character herein set out, as Tru:itee (the "Trustee"); WITNE S SETH: WHEREAS, RCPF is, simultaneously with the execution and delivery of this Trust Indenture, entering into a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement"), dated the date hereo1: with Augusta, Georgia (" Augusta"), with respect to the hereinafter described Project; and WHEREAS, Augusta has authorized the sale and delivery of the Richmond County Public Faciliti.cs, Inc., Certificates of Participation (Augusta Golf Course Project), Series 1998 (the "Certificates") evidencing undivided and proportionate interests in the Installment Sale Agreement; --- - -- NOW THEREFORE, THIS TRUST INDENTURE.WITNESSETH~-There..is:hereby-:- '--established by RCPF the Richmond County Public Facilities, fuc, ,Certificates ofParticipation-(Augusta' - Golf Course Project), Series 1998 Trust;- and RCPF, simultaneously with the execution and delivery of this Trust Indenture, hereby sells, transfers, assigns, and otherwise conveys to the Trustee without recourse (but without limitation of its obligations in this Trust Indenture) all the right, title and interest ofRCPF in and to the Installment Sale Agreement, the Installment PaYments and RCPF's interest in and to the Project (including the interest retained in the Reverter Deed), and the Funds and Accounts and monies on deposit in the Certificate Payment Fund. The Trustee acknowledges its acceptance, simultaneously with the execution and delivery of this Trust Indenture, of all right, title, and interest in and to the Installment Sale Agreement and the other items related thereto conveyed by RCPF and described above and declares that the Trustee holds and will hold such right, title, and interest, upon the trusts set fi)rth in this Trust Indenture. RCPF hereby represents, warrants, covenants and agrees as follows: (1) The Installment Sale Agreement constitutes the legal, valid and binding obligation of RCPF, enforceable in accordance with its terms; (2) RCPF has not pledged or otherwise encumbered any of the Installment PaYments or other amounts derived from its rights under the Installment Sale Agreement, or any interests in the Project, except. as provided herein or in the Installment Sale Agreement; (3) The execution and delivery of this Trust Indenture and the issuance and sale of the Certificates does not conflict with or result in a breach of the terms, conditions or provisions of the articles of incorporation or bylaws ofRCPF or any restriction or any agreement or instrument to which RCPF is now ll. party or by which RCPF is bound, or constitute a default under any of the foregoing, or, except as Sl~t forth herein, result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets ofRCPF or upon the Project; . . . (4) The Installment Sale Amount (as such term is defined in the Installment Sale Agreement) shall be fully funded contemporaneously with the execution and delivery of this Trust Indenture and the Installment Sale Agreement. THIS TRUST INDENTURE FURTHER WITNESSETH and it is expressly declared that all Certificates issued hereunder are to be issued, authenticated, delivered and dealt with, and all said property hereby given, granted, bargained, aliened, remised, released, conveyed, transferred, assigned, confirmed and set over and pledged is to be dealt with and disposed ot: under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed. 2 . . . ARTICLE I DEFINITIONS Section 1.01. Definitions. In addition to the words and terms elsewhere defined in this Trust Indenture and UIl the Installment Sale Agreement, the following words and terms as used in this Trust Indenture shall have the following meanings unless the context or use indicates another or different meaning or intent: "~:ed Rate" means a rate of interest per annum equal to 95% of the United States Treasury Bond rate for five year maturities which shall be determined and set for each Adjusted Rate Period on Octo ber 1 immediately preceding the beginning of such Adjusted Rate Period; provided, however, that the Adjusted Rate shall never exceed 15% pei' annum: ~: ".Ad.iYsted Rate Period" means each of the following time periods: January 1, 2004 through December 31,2008 January 1,2009 and thereafter -- "Admirustrative Expense Payment" shall have the meaning-ascribed thcr-eto in the-.Jnstallment Sale Agreement. ".Ad.m!JListrative Expense Payment Fund" means the fund by that name created in Section 3.02. "Ad.miJListrative Expenses" shall have the meaning ascribed thereto in the Installment Sale Agreement. "Al.lgy;1ta" shall mean Augusta, Georgia, a county-wide government body politic and corporate and a political subdivision of the State of Georgia. "fumd. Counsel" means any recognized bond counsel reasonably acceptable to RCPF and the Trustee. "Irnsin~ss Day" means any day excluding Saturday, Sunday and any day on which banks in Augusta, Georgia, or in such other city in which the principal corporate trust office of the Trustee is located are authorized by law or other governmental action to close. "!&rtificate Payment Fund" means the fund by that name created in Section 3.02. "!&Itificateholder" or "Holder" or "Owner" or "Owner of the Certificates" or "Holder of Certificates" means the registered owner of any Certificate. "cmu~" means the Certificates issued hereunder and any Certificates issued in replacement or exchange therefor pursuant to Section 2.08 or 2.09. "QQsi):tg Date" means the date of initial delivery of the Certificates. 3 . . . "~" means the Internal Revenue Code of 1986 and the regulations proposed or promulgated thereunder. "Completion Certificate" means a certificate delivered to the Trustee pursuant to Section 4.8 of the Installment Sale Agreement. "Event 'DfDefault" or "event of default" means, with respect to this Trust Indenture, those events of default specified in and defined by Section 6.01, and, when used in reference to the Installment Sall~ Agreement, the meaning ascribed to such term in the Installment Sale Agreement. "Event of Non-Appropriation" shall have the meaning ascribed thereto in the Installment Sale Agreement. "Eunds.and Accounts" means the funds and the accounts created pursuant to Section 3.02. "lImalllnent Payments" shall have the meaning ascribed thereto in the Installment Sale Agreement. "In..stallment Sale Amount" shall have thc:meani.r)g ~scribed.thereto in the..Installment Sale Agreement. "lIl1m5t Account" means the Interest Account created within the Certificate PaYment Fund pursuant to Section 3.02. "~st PaYment Date" means each June 30 and December 31, commencing December 31, , 1998, and any date set for the redemption of the Certificates in whole. "~~ Address" means, as to Augusta, the address given in the Installment Sale Agreement; and as to RCPF and the Trustee, the addresses set forth in Section 8.05 The terms "outstanding" and "Certificates outstanding" means all Certificates which have been duly authenticated and delivered by the Trustee, as the case may be, under this Trust Indenture, except: 1. Certificates canceled after purchase in the open market or because of paYment at or redemption prior to maturity; or 2. Certificates in lieu of which others have been authenticated under Sections 2.08 or 2.09. "~itted Investments" as applied to investments of moneys in all Funds and Accounts, means: (i) bonds, notes, certificates of indebtedness, treasury bills, or other securities constituting direct obligations of the United States of America or obligations the paYment of the principal of and interest on which is unconditionally guaranteed by the United States of America; (ii) bonds, notes, debentures and other evidences of indebtedness issued by any agency or instrumentality of the United States of America which are lawful under applicable Georgia law; (iii) certificates of deposit or time deposits of 4 ~ . . any state or national bank or trust company (including the Trustee if it meets the qualifications set forth herein), which ~said bank or trust company has deposits insured by the Federal Deposit Insurance Corporation if such certificates of deposit or time deposits are continually and fully insured by the Federal Deposit Insurance Corporation or continually and fully secured by the obligations described in clause (i) above; and (iv) the local government investment pool created in O.C.G.A ~ 36-83-8. Investments may be made through repurchase agreements in direct obligations of the United States Government and obligations described in (ii) above with banks and other licensed dealers. Permitted Investments al~:o shall include securities of or other interests in any no-load, open-end management type investment company or investment trust registered under the Investment Company Act of 1940, as from time to time amended, or any common trust fund maintained by any bank or trust company which holds such prol~S as trustee or by an affiliate thereof so long as: (a) the portfolio of such investment company or investment trust or common trust fund is limited to the obligations referenced in subsection (i) above and repurchase agreements fully collateralized by any such obligati.ons; (b) such investment company or investment trust or common trust fund takes delivery of such collateral either directly or through .an.authorizedcustodian; . ._~ _ _ ~. ~. -(c) such investment company or investment trust or common trust fund is managed s~to--- maintain its shares at a constant net asset value; and (d) securities of or other interests in such investment company or investment trust or common trust :ronds are purchased and redeemed only through the use of national or state banks having corporate trust powers and located within the State. "f~sQn" means natural persons, firms, associations, corporations and public bodies. "~lle Cost Amount" means the amount so designated in Exhibit "A" to the Installment Sale Agreement, representing reimbursement for costs of the acquisition of portions of the Project incurred by Augusta prior to or on the Closing Date. "frincipal Account" means the Principal Account created within the Certificate Payment Fund by Section 3.02, within which Account there shall be a PaYment Subaccount and a Redemption Subaccount. "~:t" means the Project described in the Installment Sale Agreement. "~:t Fund" means the fund by that name created pursuant to Article 3.02. "~rtionate" means, when used with respect to a particular redemption of a Certificate, an amount detemlined by multiplying the aggregate principal amount to be then prepaid on all the Certificates times a fraction the numerator of which is the outstanding principal amount of such Certificate and the denominator of which is the then outstanding principal amount ofall Certificates. 5 , . . "RCEE" shall mean the Richmond County Public Facilities, Inc., a Georgia not-for-profit corporation, and its successors and assigns. "Recof(~" means the fifteenth day of the month, whether or not a Business Day, preceding each mterest PaYment Date. "Reverter Deed" means the Reverter Deed referred to in the Installment Sale Agreement. "Securi,ty Deed" means the Deed to Secure Debt and Security Agreement of even date herewith by RCPF in favor of the Trustee with respect to the Project as security for paYments on the Certificate. "~" means the State of Georgia. "Imst" means the trust created hereunder, the estate of which consists of the Installment Sale Agreement, th(~ Installment Payments, RCPF's interest in the Project (including the interest retained in t, ." the Reverter Deed), moneys on deposit in the Funds and Accounts, and moneys on deposit in the Certificate Payment Fund (the "Trust Estate"). -.... ..... ,~.Imst.Jndenture" means this mstrument-as originally-executed or as it may from time to time.be:. a.i"ilended or su:pplemented pursuant to Section 8.01 . "~l States Government Obligations" means direct obligations of the United States of America and o'bligations the timely paYment of principal and interest on which is fully guaranteed by the United States of America. Section 1l..02. Rules of Interpretation. For all purposes of this Trust Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) "This Trust Indenture" means this instrument as originally executed and as it may from time to time ~~ supplemented or amended pursuant to the applicable provisions hereof (b) All references in this instrument to designated "Articles," "Sections" and other subdivisions are to be designated Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein," "hereot:" "hereunder," and "herewith," and other words of similar import refer to this Trust Indenture as a whole and not to any particular Article, Section or other subdivision. (c) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. (d) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles. (e) The terms defined elsewhere in this Trust Indenture shall have the meanings therein prescribed for them. 6 ~ . . (f) 'Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. (g) The headings used in this Trust Indenture are for convenience of reference only and shall not define or limit the provisions hereof (h) .Words in the singular include the plural and vice versa. (i) All other terms not defined herein which are defined in the Installment Sale Agreement shall have the meanings prescribed therefor in the Installment Sale Agreement. [END OF ARTICLE I] . ....~.- -~._.. . 7 . . . ARTICLE n THE CERTIFICATES Section 2.01. Autborized A22r~ate Principal Amount of the Certificates. No Certificates may be issued under the provisions of this Trust Indenture except in accordance with this Article. The aggregate principal amount of Certificates that may be issued and outstanding at any time is hereby expressly limited to $1,705,000 (other than those issued pursuant to Sections 2.08 and 2.09). Each Certificate shall represent an undivided fractional interest in the estate held by the Trust; and the fractional inten::st represented by a Certificate shall be determined by dividing the outstanding principal amount of such Certificate by the aggregate outstanding principal amount of aI) Certificates. -, - Section 2.02. Issuance of Certificates: Form or Certifltates~ The Gertificates shall be' designated "Ric:hmond County Public Facilities, Inc., Certificates of Participation (Augusta Golf Course Project), Series 1998". The Celtificates shall be issuable in the amount of $5,000 or any integral multiple thereof as fully registered certificates without coupons. The Certificates shall be numbered from R-l " ~. ,consecutively_upward.-Ibe Certifi('~t~~IDaILhe-.S!ll)~tanJj}!.llrin..the.form.set forth in Exhibit...!!A!1 hereto . __ _ - with-such appropriate variations, omissions ;:md insertions-as are pemlitted -cr-requifad -by this ~rust. Indenture, and :may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. Section 2.03. Details of Certificates: Payment. Certificates authenticated prior to the first Interest PaYment Date shall bear interest from the date of authentication, Certificates authenticated on or after the first Interest Payment Date thereon shall bear interest from the Interest PaYment Date next preceding the date of the Trustee's authentication thereot: unless such date of authentication is an Interest PaYment Date to which interest on the Certificates has been paid in full or duly provided for, in which case they shall bear interest from such Interest PaYment Date; provided that it: as shown by the records of the Trustee, interest on the Certificates shall be in default, Certificates shall bear interest from the date to which interest has been paid in full on the Certificates, or if no interest has been paid on the Certificates, from the date of authentication of the Certificates. The principal of and interest on the Certificates shall be payable in any coin or currency of the United States of America which on the respective date8 of paYment thereof is legal tender for the paYment of public and private debts. PaYment of the principal ofall Certificates shall be made upon the presentation and surrender of such Certificates as the same shall become due and payable. Principal of and premium, if any, and interest on the Certificates shall be payable in the manner and to the Owner as of the Record Date as specified in the form of Certificates set forth in Exhibit "A" hereto. Section 2.04. Payment: Execution: Limited Oblieation. The Certificates shall be executed on behalf of the Trust with the official manual or facsimile signature of an authorized officer of the Trustee and attested with the official manual or facsimile signature of an authorized officer of the Trustee and shall have impressed or printed thereon the corporate seal of the Trustee. In case any 8 , . . officer whose signature or facsimile of whose signature shall appear on the Certificates shall cease to be such officer or member before the completion, authentication and delivery of such Certificates, such signature or suc:h facsimile shall nevertheless be valid and sufficient for all purposes, the same as ifhe had remained in office until completion, authentication and delivery. THE CERTIFICATES DO NOT CREATE NOR CONSTITUTE, NOW OR IN THE . FUTURE, AN OBLIGATION OR DEBT OF RCPF, THE TRUSTEE, AUGUSTA, THE STATE OF GEORGIA OR ANY POLITICAL SUBDIVISION THEREOF (INCLUDING BUT NOT LIMITED TO AUGUSTA) OR ANY PUBLIC CORPORATION OR GOVERNMENTAL AGENCY EXISTING UNDER THE LAWS OF THE STATE OF GEORGIA; NOR SHALL THE CERIDICATES CONSTITUTE THE GIVING, PLEDGING OR LENDING OFTHE FULL F AITI-I AND CREDIT OF AUGUSTA, THE STATE'ORANYPOLITICAVSUBDIVISION-THEREOF OR ANY PUBLIC CORPORATION OR GOVERNMENTAL AGENCY EXISTING UNDER THE LAWS OF THE STATE, BUT SHALL BE PAYABLE SOLELY FROM THE TRUST ESTATE. No recourse. shall be had for the paYment of the principal or premium, if any, or interest on the Certificates for any claim based hereon or thereon or upon any obligation, covenant, or agreement -. GOJltained her~in or t.l}erein..9.gainst any ~p.ast.,...!,xesen!_QdiJtiJ.re member,-' commis3~~mer, mayor" .officer; ______ --."'. agent, director or employee of the Trustee,-RCPF or-Augusta; or-any member, commissioner,_ mayor" officer, agent, directcr-oremployee of any successor of the Trustee, RCPF or Augusta, either personally or Wi such, either directly or through the Trustee, RCPF or Augusta, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, commissioner, mayor, officer, agent, director or employee, as such personally is waived and released as a condition of any consideration for the execution of this Trust ][ndentuw and the issuance of the Certificates. Section 2.05. Maturity. Interest Rates and Interest Payment Provisions for Certificates. (a) The Certificates shall mature in the amounts and on the dates set forth below, subject to adjustment as of January 1, 2004 and January 1,2009 when there is an adjustment in the interest rate and the payment amounts for the Adjusted Rate Period are adjusted to provide for equal semi-annual paYments of principal and interest as provided for in the Installment Sale Agreement: Principal Principal PaYment PaYment Date Amount Date Amount 12/31/1998 37,7623.62 6/30/2006 56,390.22 6/30/1999 39,442.08 12/31/2006 57,444.38 12/31/1999 39,766.62 6/30/2007 59,354.92 6/30/2000 41,276.48 12/31/2007 60,536.71 12/31/2000 41,912.29 6/30/2008 62,364.73 6/30/2001 43,671.54 12/31/2008 63,790.59 12/31/2001 44,178.16 6/30/2009 65,762.94 6/30/2002 45,959.49 12/31/2009 67,220.60 12/31/2002 46,564.51 6/30/2010 69,226.34 6/30/2003 48,369.18 12/31/2010 70,833.10 9 . . . Principal Principal PaYment PaYment Date Amount Date Amount 12/31/2003 49,078.03 6/30/2011 72,874.04 6/30/2004 50,730.52 12/31/2011 74,637.83 12/31/2004 51,720.52 6/30/2012 76,681.86 6/30/2005 53,575.30 ., 121'31/2012 . 78,644.10 12131/2005 54,508.29 6/30/2013 80,760.92 (b)- The Certificates shall bear interest from the date of authentication hereof through . December 31, 2003 at the rate of five and eighteen one-hundredths percent (5.18%) per annum, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed fifteen (15%) percent per annum, calculated on the basis of a 360-day year of twelve 30-day months, payable in arrears semi- annually on Ju.ne 30 and December 31 of each year (each an "Interest Payment Date"). (c) Each Certificate shall, except as provided in this Section, bear interest from the Interest PaYment Date next preceding the date of authentication of such Certificate to which interest on the Certificates has been paid, unless (i) such date of authentication is an Interest PaYment Date to which interest has b(:en paid, in which case from such Interest PaYment Date, or (ii) no interest has been paid on the Certific;ates, in which case from the date of authentication of the Certificates. Secti(J n 2.06. Authentication. The Certificates shall not be valid or obligatory for any purpose or entitled to any benefit under this Trust Indenture unless and until a certificate of authentication on such Certificate substantially in the appropriate form hereinabove set forth shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon any such Certificate shall be conclusive evidence that such Certificate has been authenticated and delivered under this Trust Indenture. The certificate of authentication on any Certificate shall be deemed to have been executed by the Trustee if signed by an authorized officer or signatory of the Trustee, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Certificates. Section 2.07. Authorization: Issuance and Delivery of Certificates. Upon the execution and delivery of this Trust Indenture, the Trustee shall execute, authenticate or cause to be 10 . . . authenticated, Clnd deliver the Certificates to, or upon the order of, RCPF as hereinafter in this Section provided. Prior to the release by the Trustee of any of the Certificates, there shall be filed with the Trustee: (a) An opinion of counsel to Augusta to the effect that: (i) the Installment Sale Agreement has been duly authorized, executed and delivered by Augusta in accordance with all applicable local charters, ordin,Ulces and regulations; (ii) the execution, delivery and performance of the Installment Sale Agreement does not conflict with, or constitute a default under, any applicable charter, ordinance, resolution or any agreement or other instrument to which Augusta is a party or by which it is bound; and (ill) an amount not le~s than the lfllnimum Annual Appropriated Amount (as set forth in the Installment Sal,e Agreement) for calendar year 1998 shall have been appropriated by all requisite action and in accordance with applicable law; (b) A fully executed copy of the Installment Sale Agreement; -' - ~(I.:;) .A!l_0pjl)io.JLQfRQn.d.CQu~l, in-ieliance-(h-r~he'opinions described in (a..). above, as.to-.__ __~, . the matters set forth therein, to the effect that- -. -- ~- --. __ "--_ .' (i) The Installment Sale Agreement constitutes a valid and binding obligation of Augusta and RCPF, enforceable in accordance with its terms and payable out of annually appropriated revenues of the Lessee; (ii) The Trust Indenture has been duly authorized, executed and delivered and is valid and binding upon the Trustee and RCPF; (ill) The Certificates have been duly authorized, executed and delivered and evidence valid and binding proportionate interests in and rights to receive paYments of Installment PaYme:rtts; (iv) With certain exceptions and conditions set forth therein, the portion of Instalhnent PaYments payable by Augusta under the Installment Sale Agreement which is designated as interest, as provided in the Installment Sale Agreement, is excludable from gross incom~: for federal income tax purposes under the Code and is exempt from State of Georgia incom(~ tax under existing statutes; and (d) Such other documents, certificates and opinions as may be required by Bond Counsel. Section 2.08. Mutilated. Lost. Stolen or Destroyed Certificates. If any certificate is mutilated, lost~ stolen or destroyed, the Trustee shall execute and authenticate a new Certificate of the same date and denomination as that mutilated, lost, stolen or destroyed; provided that in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any lo:;t, stolen or destroyed Certificate, there shall be first furnished to the Trustee evidence of such loss, then or destruction satisfactory to the Trustee, together with an indemnity satisfactory to them. In the c~vent any such Certificate shall have matured or been called for redemption, instead of issuing a duplicate Certificate, the Trustee may pay the same. The Trustee may charge the owner of 11 . . . such Certificate with his reasonable fees and expenses in connection with replacing any Certificate mutilated, lost, stolen or destroyed. Section 2.09. Transfer and Exchanee of Certificates: Persons Treated as Owners. The Trustee shall b~p books for the transfer of the Certificates as provided in this Trust Indenture. A Certillcate should be purchased only by an "Accredited Investor" as that term is defined by Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. No official statement or other offering document has been prepared or executed in connection with the issuance of the Certificates. The Certificates shall not be transferred if the transfer would void the exemption contained in Securities and Exchange Commission Rule 15c2-12(d)(1)(i), the exemption ltfom the continuing disclosure requirements.ofthe Securities and Exchange Commission Rule 15c2-12(b)(5) or-any-sintilar rules or Statutes in effect at the time of such transfer. Upon surrender for transfer of any Certificate at the principal office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly . ;, authorized in writing, and if required hy the .Trustee, an opinion of counsel satisfactory to the Trustee _~ that the limitations on transfer herein set forth have been complied with, the Trustee shall execute on behalf of the Tmst and the Trustee shall authenticate and the Trustee shall deliver in the name.ofthe ~-ttansfe!::~e or-transferees..;!.new Certificate or Garti5.cates for aJ.ike,aggregate principal ~!!!.OU!1t ~ilig-s~ --- f~~ndered. The Trustee-shall also maint<:'ll as part of-the books for the transfer of the Certifk:Ues a--- . record of the unpaid principal amount under each outstanding Certificate. . .' . , J ~~,. The person in whose name any Certificate shall be registered shall be deemed and regarded for all purposes as the absolute owner thereof for all purposes, and paYment of or on account of the principal of or interest on any Certificate shall be made only to or upon the written order of the registered own.er thereof or his legal representative and neither RCPF nor the Trustee shall be affected by any notice to the contrary, but such registration may be changed as hereinabove provided. All such paYments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums paid. The Trustee shall require the paYment by any Certificateholder requesting exchange or transfer of a sum sufficient to cover any tax or other governmental charge required to be paid with respect to such exchange or transfer. If for any reason the Trustee does not have a sufficient amount of printed forms of Certificates available to perform its duties hereunder, the Trustee may have more of such forms printed in any number deemed reasonable, the cost thereof to be paid by Augusta. Notwithstanding the foregoing, following an Event of Non-Appropriation, the Trustee shall not be required to register any transfer of a Certificate unless there is submitted to the Trustee an opinion of counsel satisfactory to the Trustee to the effect that such transfer is pursuant to a registration of the Certificate under the Securities Act of 1933 and applicable blue sky laws or an applicable exemption therefrom. Section 2.10. Destruction of Certificates. Whenever any outstanding Certificate shall be delivered to the Trustee for cancellation pursuant to this Trust Indenture, upon paYment of the principal amolJnt thereof or for replacement or transfer or exchange pursuant to the terms hereot: such Certificate shall be canceled and shall be destroyed by the Trustee. 12 . . . ARTICLE ill REVENUES AND FUNDS SectioIl13.01. Payments Under the Installment Sale Agreement. The payments made under the Installment Sale Agreement shall be applied as follows: (i) Excess in Project Fund. Following the Completion Date, excess funds in the Project Fund shall be applied as set forth in Section 3.04(d) hereofand Sections 4.4(a)(1) and 4.8 of the Installment Sale Agreement; (ii) Principal Payments. Basic Payments made pursuant to Section 4.4(a)(2) of the Installment Sale Agreement shall be deposited into the PaYment Subaccount of the Principal Account of thtj CertifiC2,te Payment Fund; (ill) Termination Payments. A Tenninatiolll Payment made pursuant to Section 4.4(a)(3) of the Installment Sale Agreement shall be deposited into the-Redemption.Suhaccotlnt ofthe Principal. Account of th~: Certificate PaYment Fund; ~- ~~.~~ (iv) Sup91c~ental Payments, ..The payments macl-:'-p.!.!-rsuantto-Sectioll-4..4(a.}(.4)-ofthe - -. "7---Iniitalhnent Sru.c ..\greement~hall be deposited into the Interest Accolm.t ofthe.Certificate-Payment .----. Fund; ""' (v) Administrative Expense. The Administrative Expense PaYments made pursuant to Section 4.4(a)(7) of the Installment Sale Agreement shall be deposited into the Administrative Expense Payment Fund; (vi) Pr~&yment of Basic Payments. The prepaYment of Basic PaYments made under the provisions of Section 4.5( c) of the Installment Sale Agreement, if any, shall be deposited into the Redemption Subaccount of the Principal Account of the Certificate Payment Fund; (vii) Liquidation Proceeds. Upon receipt, Liquidation Proceeds and any other amounts realized upon an Event of Default under the Installment Sale Agreement shall be deposited into the Redemption Subaccount of the Principal Account ofthe Certificate Payment Fund. Section 3.02. Creation of Funds and Accounts. There are hereby established the following Funds, Accoull1ts and Subaccounts to be held by the Trustee: (a) a Project Fund for Augusta; (b) a Certificate PaYment Fund to be held by the Trustee and within such fund; (i) an Interest Account; and (ii) a Principal Account, and within such account a Payment Subaccount and a Redemption Subaccount; and (c) an Administrative Expense PaYment Fund for Augusta. 14 . . . Section 3.03. Application of Certificate Proceeds. The net proceeds of the sale of the Certificates shall be applied as follows: (a) There shall be deposited into the Project Fund the sum specified in Exhibit II A" to the Installment Sale Agreement; (b) There shall be deposited into the Interest Account of the Certificate Payment Fund the accrued interest on the Certificates, if any; ( c) There shall be paid to Augusta the Pre-Sale Cost Amount; and (d) The balance of the proceeds shall be applied by the Trustee (or paid directly from 'proceeds by th,~ purchaser of the Certificates) at the written direction of'A:ugusta1:o payment-of costs incurred in connection with the issuance of the Certificates, including, but not limited to, initial or acceptance fees and expenses of the Trustee, legal, accounting, financial (including compensation to ,underwriters), rating agency fees and expenses, recording and filing fees, fees and expenses ofR(:PF, costs of title insurance, printing and engraving, and other fees and costs in connection therewith. Sec~:m~ 3.04. Project Fund. ---- ------ - ~ - -_.- - --- -- - .. (a) Earnings on amounts on deposit'in-the ProjectEl.lnd shall be credited to such Fund. (b) Prior to any disbursement from the Project Fund, there shall be filed with the Trustee a requisition signed by the Authorized City Representative in the form specified in the Installment Sale Agreement. (c) Subject to the requirements of Section 3.04(b) and the applicable provisions of the Installment Sale Agreement, moneys in the Project Fund shall be disbursed for the acquisition and construction of the Project to pay any amount requisitioned to, or upon the order ot: Augusta upon receipt by the Trustee of the items specified in Section 4.2 of the Installment Sale Agreement. (d) Following the earlier of (i) the third anniversary of the Closing Date, or (ii) the delivery of a Completion Certificate, investment of amounts in the Project Fund shall be restricted to an investment yie:Id not in excess of the yield on the Certificates, unless Augusta shall furnish the Trustee with an opinion of Bond Counsel that such yield restriction is not required. Yields shall be determined as required in Section 148 of the Code. Following the delivery ofa Completion Certificate all moneys on deposit in the Project Fund shall be applied in accordance with the provisions of Section 4.8 of the Installment Sale Agreement. (e) Upon an Event of Non-Appropriation or any other tennination of the Installment Sale Agreement (whether pursuant to the exercise by Augusta of its option to prepay Basic PaYments and tenninate the Installment Sale Agreement, the exercise of remedies upon an Event of Default or otherwise) or upon an Event of Default under the Installment Sale Agreement requiring the surrender of the Project to the Trustee pursuant to Section 8.4 of the Installment Sale Agreement, the Trustee shall immediately upon any such event transfer all amounts on deposit in the Project Fund to the Redemption Subaccount of the Principal Account of the Certificate PaYment Fund. 15 . . . (f) So long as no Event of Non-Appropriation or Event of Default occurs under the Installment Sale: Agreement, moneys on deposit in the Project Fund shall be subject to the beneficial interest of Augusta as provided herein and in the Installment Sale Agreement. Section 3.05. [Reserved] Section 3.06. Certificate Payment Fund. Principal of and premium, if any, on the Certificates, whether at maturity or pursuant to redemption, shall be paid from amounts on deposit in the Principal Account of the Certificate PaYment Fund and interest on the Certificates shall be paid from amounts on deposit in the Interest Account of the Certificate PaYment Fund. To the extent practicable, amounts on deposit in the Certificate PaYment Fund may be invested by the Trustee in its sole discretion :in Permitted Investments. If moneys in the Certificate PaYment Fund cannot be invested in Permitted Investments so as to assure timely payment on the Certificates, such-moneys shall remain uninvested. Sectioll. 3.07. Administrativ.f~~...s.e...Paymeot Fund. (a) The Trustee shall bill Augusta annually for Administrative Expenses. Ifat any time - '-~h.r.ng a calendar year tbe...:I!"'Jstee,sha!l..hg,v..e...detef.!PiLled tlll'lt .!hP.....BPoeregate.amoum-of AdmiHistrative --- ExperrSe-PaYments deposited to date and to be..deposited in-Augusta's-Administrative-Expense Payment Fund is or will be less than August3's Administrative.Expenses for the then current calendar year and any other knovm paYments due under Section 5.4 of the Installment Sale Agreement during the then current calendar year, then the Trustee shall bill Augusta so as to assure as nearly as is practicable amounts sufficilent in the Administrative Expense Fund to make the paYments required to be made from such Fund during the calendar year. If on December 31 of any year the aggregate amount of Administrative Expense PaYments or other payments deposited in Augusta's Administrative Expense PaYment Fund exceeds Augusta's Administrative Expenses and any other paYments due under Section 5.4 of the Installment Sale Agreement for the Installment Sale Agreement Year then ended, then such excess amount shall be credited to Augusta's Administrative Expense PaYments and other payments due under Section 5.4 of the Installment Sale Agreement for the next calendar year. (b) The Trustee shall disburse such amounts in the Administrative Expense Payment Fund to the persons entitled to such amounts pursuant to the bills submitted in accordance with this Trust Indenture. If at the time any amount is due hereunder and moneys are insufficient to pay all amounts then due, then the fees and expenses shall be paid in the following order of priority: (i) Regularly scheduled fees due under this Trust Indenture; and (ii) Other fees, expenses or costs payable under this Trust Indenture. (c) Notwithstanding the foregoing, expenses incurred by the Trustee for the account of Augusta, for example, expenses associated with the restriction of yield on Augusta's funds or accounts, may be billed by the Trustee to Augusta. Section 3.08. Amounts Remainioa: in Funds and Accounts. Any amounts remaining in any fund created h.ereunder after full payment of the Certificates and any amounts owing to the Trustee or 16 . . . RCPF pursuant to this Trust Indenture or the Installment Sale Agreement shall, after such full paYment or provision shall have been made, be distributed by the Trustee to Augusta. Section 3.09. Reports. The Trustee shall furnish semi-annually as of June 30 and December 31 to Augusta and RCPF, a report on the status of each of the Funds and Accounts within Funds established under this Article ill which are held by the Trustee, showing at least the balance in each such Fund or Account, the total of deposits to and the total of disbursements from each such Fund or Account, the dates of such deposits and disbursements, and the Funds and Accounts to and from which such disbursements and deposits have been made. SectioIl13.10. Investment ofF-'I..WI1. (a) Except as provided in Section 3.05 hereot;-moneys-in the Funds arid AcCounts hereunder shall be continuously invested to the fullest extent practicable but only in Permitted Investments. Augusta shall ciirect in writing the investment of all moneys, but in the absence of such written direction the Trustee may, but shall not be required to, make such investments in clause (i) of the -defWition ofPe!1!'jtted Imtestments in.sect~l)n_LOl._Io:Ye&t:nr..ots shall be-made..s<HlS-to mature oaor ---.- - prior to the date or dates that moneys therefrom are anticipated' to. be required,- The Trustee ma}! trade with itself in the purchase and :;ale of securities for such investment. If the Trustee complies with the - - provisions of this Section 3.10, any investment losses shall be borne by the Fund or Account in which the lost moneys had been deposited. The Trustee shall sell and reduce to cash a sufficient amount of such investments in the respective Fund or Account whenever the cash balance therein is insufficient to pay the amount required to be paid therefrom. (b) If an amount shall be held in a Project Fund from and after the third anniversary of the issuance of the Certificates, the Trustee shall invest such amount only in (i) obligations described in Section 103 of the Code (excluding "private activity bonds," as defined in Section 141 of the Code) or (ii) securities f;:)r which there is an established market, inCluding U.S. Treasury Obligations, State and Local Government Series and for which market price is paid, such securities to have a yield of 0% per annum unless the Trustee receives an opinion of Bond Counsel to the effect that investment at a higher rate will not (A;LUse any of the Certificates to become "arbitrage bonds" within the meaning of Section 148 of the Code and will not otherwise adversely affect the exclusion of interest on the Certificates from gross income of the holders thereof for federal income tax purposes. Sectioll 3.11. Other Payments. Any paYments made under the Installment Sale Agreement which are received by the Trustee which are not otherwise provided for in this Trust Indenture shall be received by the Trustee for the benefit of the party with respect to whom such paYment was made as provided in th,~ Installment Sale Agreement, and be immediately transferred by the Trustee to the appropriate re:ipient. Sectioill 3.12. Amounts Held in Trust. All moneys received by the Trustee under the provisions of this Trust Agreement shall be trust funds under the terms hereof for the benefit of the holders of all Certificates and shall not otherwise be subject to lien or attachment of any creditor of RCPF or Augusta. Such moneys shall be held in trust and applied in accordance with the provisions of this Trust Indenture. 17 . . . Section 3.13. Valuation. In computing the amount in any Fund or Account held under the provisions of this Trust Indenture (except for purposes of complying with Section 148 of the Code), obligations purehased as an investment of moneys therein shall be valued at the cost or market price thereat: whichever is lower, exclusive of accrued interest.. Where market prices for obligations held hereunder are not readily available, the market price for such obligations may be determined in such manner as the Trustee deems reasonable. [END OF ARTICLE III] 18 . . . ARTICLE IV REDEMPTION OF CERTIFICATES Section 4.01. Redemption Generally. (a) ,Optional Redemption. Upon deposit of moneys into the Redemption Subaccount of the Principal Account of the Certificate PaYment Fund pursuant to Section 3.0 1 (vii), the Trustee shall proceed to call the Certificates (or portions thereof) for redemption pursuant to Section 4.02, in the aggregate principal amount of the deposit into the Redemption Subaccount of the Principal Account of the Certificate PaYment Fund in the manner hereinafter set forth so as to effect a redemption of Certificates on the next Interest PaYment Date. (b) :Mandatoty Redemption. Upon d~pusit of moneys into the Redemption Subaccount of the PrincipaA Aixount of the Certificate PaYment Fund pursuant to Section 3.01(vii) giving rise to a mandatory red(~mption pursuant to Section 4.03(a) and the outstanding Installment Sale Amount _relating thereto, the Truswe shall proceed to.call Certific.ates_(or portions thereof) for redemption in the, manner hereinafter set forth. In such event, Certificates shall be called for redemption in a principal amount equal t,o the Installment Sale Amount with respect to which the Event of Non-Appropriation or the Event ofDI;:fault occurred. . ,,___. Sc~tiOIIl ~.02. Optional Redemption of the Certificates. The Certificates are subject40 - ~ '-- optional redemption as a result of the exercise of certain purchase options of Augusta set forth in Section 4.5(c) of the Installment Sale Agreement from the prepaYment by Augusta of Basic PaYments and other amounts, on any Interest PaYment Date, in whole or in part, at the principal amount thereof plus accrued interest to the redemption date. Section 41.03. Mandatory Redemption of the Certificates. (a) Non-Appropriation or Default. The Certificates are subject to mandatory redemption by the Trustee in whole, after termination of the Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as defined in the Installment Sale Agreement). The Trustee may establish such additional dates for the payment of portions of the redemption price as may be appropriate, taking into consideration the dates when amounts available to pay portions of the redemption price are available. Interest on the Certificates shall cease to accrue on the date of any such redemption. If such redemption is to be made following the occurrence of an Event of Non- Appropriation as provided above, the Trustee shall give prompt notice to the Owners of the Certificates of such fact. (b) Redemption Price. The redemption price for all redemptions pursuant to this Section 4.03 shall be equal to the principal amount being redeemed plus accrued interest to any date on which the Certificate:; are scheduled to be redeemed. Section 4.04. Notice of Redemption. When redemption is authorized or required pursuant to this Article IV" the Trustee shall give notice of the redemption of the Certificates to the Owners of the Certificates. Such notice shall specify: (a) that the Certificates or a designated portion thereof are to be redeemed, (b) the date of notice and the date of redemption, (c) the method of paYment, and (d) descriptive infbrmation regarding the Certificates including the dated date, interest rate, and stated 19 . . . maturity date. ~;uch notice shall further state that on the specified date there shall become due and payable upon ~,ch Certificate the portion of the principal amount of such Certificate to be redeemed, together with interest accrued to said date, and that from and after such date, provided that moneys therefor have been deposited with the Trustee, interest with respect thereto shall cease to accrue and be payable. The Trustee shall take the following actions with respect to such notice of redemption: . (a) Notice of redemption shall be given by mailing, first class, postage prepaid, at least thirty and not more than sixty days prior to said redemption date, copies thereof to the Owners of the Certificates. Neither any defect in the mailing of such notice to any Owner or the notices provided in (a) hereof nor the failure of any Owner to receive such notice or of any other party to reCeive the notices provided ill (a) hereofshali affect the validity of the proceedings for the redemption of the Certificates or portions thereof of any Owner who received such notice. . (b), Redemption of the Certificates.shall be permitted at any time so long as.fu,nds,for such redemption are irrevocably deposited with the Trustee prior to rendering notice of redemption to the Certificatehold,ers, or in the alternative, the notice expressly states that such redemption is subject to . the deposit QfH.mds with the TOIstee. -. <( Section 4.05. Certificates Due and Payable on Redemption Date:.InterestCeases.-to "_ Accrue. On the redemption date the principal amount of each Certificate to be redeemed, together with the premium, if any, and accrued interest thereon to such date, shall become due and payable; and from and after such date, notice having been given and moneys available solely for such redemption being on depoliit with the Trustee in accordance with the provisions of this Article IV, then, notwithstanding that any Certificates (or portion thereof) called for redemption shall not have been surrendered, no further interest shall accrue on such Certificates or the portions thereof called for redemption. From and after such date of redemption (such notice having been given and moneys available solely for such redemption being on deposit with the Trustee), the Certificates (or portions thereof) shall not be deemed to be Outstanding hereunder, and the Trust shall be under no further liability in respect thereof Sectiolll 4.06. Partial Redemption of Certificates. (a) If the Certificates are to be redeemed in part pursuant to Section 3.01(vii), such redemption shall be Proportionate among all Certificates; and each of the Certificates shall be redeemed by its Proportionate share. If the Certificates are to be redeemed in part pursuant to Section 3.01(vi), the Trustee shall prorate the principal amount of Certificates to be prepaid among all owners (for this purpose all Ce:rtificates registered in the name of the same owner shall be aggregated and treated as a single Certificate held by such owner) of the Certificates in proportion to the principal amount of such Certificates registered in the name of each such registered owner. The Trustee shall then designate the particular Certificates or portions thereof of the principal amount so prorated to each such registered owner which are to be prepaid; provided, however, that in any such pro-rating pursuant to this paragraph the Trustee shall, according to such method as it shall deem proper in its discretion, make such adjustme:nts by increasing or decreasing by not more than $5,000 the amount which would be allocable on the basis of exact proportion to anyone or more registered owners of Certificates as may 20 . . . be necessary to the end that the principal amount of the Certificates so pro-rated shall be in each instance $5,000 or an integral multiple of$5,000. (b) Upon surrender of any Certificate called for redemption in part only, the Trustee shall execute and the Trustee shall authenticate and deliver to the registered owner thereof, a new Certificate or Certificates in an aggregate principal amount equal to the unredeemed portion of the Certificate surrendered. . [END OF ARTICLE IV] 21 . -- "-.........-----...- . \...,.7' e . ARTICLE V DISCHARGE OF TRUST INDENTURE SectJion 5.01. Termination. The respective obligations and responsibilities ofRCPF and the Trustee crea.ted by this Trust Indenture and the Trust created by this Trust Indenture shall terminate upon the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Trust Indenture. All remaining trust property, if any, shall be distributed to Augusta. . Secltion 5.02. Discharge of Lien. (a) If there is paid or provision for payment is made as provided in paragraph (b) below, to or for the Certificateholders, all amounts-.fequired to be paid on the Certificates, including redemption premium; ifany, in the manner stipulated in the Certificates and in this Trust Indenture, and all'-' Administr~lLtive Expenses due or to become due to and including the date of discharge of this Trust Indenture, and if no Event of Default exists under the Installment Sale Agreement, then all rights and '-t _, obligation:; ofRCPF and the Trustee under this Trust Indenture will terminate. and be of no further force and effect and the Trustee will cancel and discharge the Security Deed and the Installment Sale Agreement and reconvey, release and assign to Augusta all title and interest in and to the Project, ---"" except t}1.l~t the Trustee shall maintain amounts .50 required to be. paid under the-Ce.rtmcates-__-.:.. _ .- . (b) The Certificates will be deemed to be paid when, (1) there has been irrevocably depositeCl with Trustee, in trust and irrevocably set aside exclusively for such payment when due and payable obligations of the type set forth in clause (i) of the definition of Permitted Investments which are not callable prior to their maturity and which mature and bear interest in such amounts and at such times as will provide such amounts and at such times as will insure the availability of sufficient moneys to make the paYments described in paragraph (a) above when due and payable, and all necessary fees, compem;ation and expenses of the Trustee pertaining to the Certificates; (2) the Trustee has received a verification report with respect to the sufficiency of amounts described in clause (1), by a verifier acceptahle to the in form and substance satisfactory to the Trustee; and (3) the Trustee has received an opinion of Bond Counsel, rendered to the Trustee, to the effect that all of the requirements of this Trust Indenture and the Installment Sale Agreement for the making of provision for paYment of the Certificates as contemplated hereby have been complied with. [END OF ARTICLE V] 22 . . . ARTICLE VI DEFAULT PROVISIONS AND REMEDlES Section 6.01. Defaults. Events of Default. The occurrence of any of the following events shall constitute lID "Event of Default" under this Trust Indenture: (a) Any failure by Augusta to deliver to the Trustee any amounts required to be so . delivered by Augusta under the terms of the Installment Sale Agreement; or (b) The occurrence and continuance of an "Event of Default" as such term is defined in the Installment Sale Agreement, :.- 'Section 6.02. Trustee's Remedies. When any Event of Default hereunder has OCCUlTed 'and is - -, continuing, the Trustee shall have all the rights and remedies with respect to the Trust Estate as the Seller has under the pertinent provisions of the Installment Sale Agreement and as are provided for in the J.nstallment ~;ale Agreement, subject to the restrictions and limitations therein provided. [END OF ARTICLE VI] ..... .--::-__._ "-.0":",,," _ _.. _ _ _' 23 . . . ARTICLE vn THE TRUSTEE Section 7.01. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it by this Trust Indenture, and agrees to perform said trusts, but only upon and subject to the following express temns and conditions: (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically ~,et forth in this Trust Indenture. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Trust Indenture, and use the same degree of care and skill in their exercise, as a reasonable man with , 'fiduciary obligations would exercise or use under the circumstances in the'conduct of such-fiduciary affairs. (b) The Trustee may execute any of the trusts.or pe!wer&hereofand perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in aGcordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trust hereof and thf."Jfllties-hereulJder:,...and.may._in..alLcases pay' such , "-~,..- ---, -.~easonablc.compensation to all such attorneys, agents,J:eceivers andemployees-as-may.roosonably be-.-- employed in connection with the trusts hereof-- The Trustee may- rely upon the opinion or advice of any attorneys (who may but need not be the attorney or attorneys for RCPF) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice. (c) The Trustee shall not be responsible for any recital herein, in the Installment Sale Agreement, or in the Certificates (except in respect to the certificate of the Trustee endorsed on the Certificates), or for the validity of the execution by RCPF of this Trust Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Certificates issued hereunder or intended to be secured hereby. (d) The Trustee shall not be accountable for the use of any Certificates authenticated or delivered hereunder. The Trustee may become the owner of Certificates secured hereby with the same rights which it would have if not the Trustee. (e) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Trust Indenlture upon the request or authority or consent of any person who at the time of making such request or ,giving such authority or consent is the registered owner of any Certificate, shall be conclusive and binding upon all future owners of the same Certificate and upon Certificates issued in exchange therefbr or in place thereof. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, pap(~r or proceeding, the Trustee shall be entitled in good faith to rely upon a certificate signed by an authorized officer ofRCPF or Augusta as sufficient evidence of the facts therein contained and pJ:ior to the occurrence ofa default of which the Trustee has knowledge, or is deemed to 24 . . . have notice purwant to Section 7.01(e), shall also be at liberty to accept a similar certificate to the effect iliat any particular dealing, transaction or action is necessary or expedient, but may, at its discretion secuft~ such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate ofan authorized officer ofRCPF or Augusta under its seal to the effect that a resolution in the form therein set forth has been adopted by RCPF or Augusta, as applicable, as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. ' (g) The permissive right of the Trustee to do things enumerated in this Trust Indenture shall not, unless othelrwise provided herein, be construed as a duty and it shall not be answerable for other than its gross negligence or willful default. (h) At any and all reasonable times, the Trustee an&"its duly-authorized agents, -attorneys, experts, enginee:rs, accountants and representatives shall have the right to inspect any and all of the books, papers allld records ofRCPF or Augusta pertaining to the revenues, receipts and payments under the Installment Sale Agreement and the Certificatesj and to take such memoranda from and in regard thereto as may be desired. - (i) The Trustee shall not be.required. to give any bond OJ sur-ety in respCC! of -the execution .. of the said trust:; and powers or otherwis~ in-respect of-the prerrdscs.: - _ __ _ _ _ _ - _ _ (j) Notwithstanding anything elsewhere in this Trust Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Certificates, the withdrawal of any cash, or any action whatsoever within the purview of this Trust Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereot: in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right ofRCPF to the authentication of any Certificates, the withdrawal of any cash, or the taking of any other action by the Trustee. (k) .AII moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law or hereunder. The Trustee shall not be under any liability for interest on any moneys received hereunder except such as may be agreed upon pursuant to the terms hereof (1) No provision of this Trust Indenture shall require the Trustee to expend or risk its own funds or otherwise risk any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repaYment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (m) Except as set forth in this Trust Indenture, the Trust and the Trustee on its behalf shall not have power to incur indebtedness or engage in other activities. Section 7.02. Fees. Charges and E~penses of Trustee. The Trustee shall be entitled to paYment and reimbursement for reasonable fees for its services rendered hereunder and all advances, counsel fees and expenses and other expenses reasonably made or incurred by the Trustee in connection with such services, but solely from payments made or to be made by Augusta under the 25 . . . Installment Sale Agreement and deposited into the Administrative Expense PaYment Fund. The Trustee shall ha ve no lien on the Installment PaYments. Section 7.03. Intervention by Trustee. In any judicial proceeding to which RCPF or Augusta is a party and which, in the opinion of the Trustee and its counsel, might have a material bearing on the interests of owners of the Certificates, the Trustee may intervene on behalf of the Certificate hold,~rs, and shall do so if requested in writing by the owners of at least twenty-five 'percent (25%) of the aggregate principal amount of Certificates then outstanding. Section 7.04. Successor Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer any -portion of its cc1rporate trust business and assets relating to this Trust Indenture, or any corporation- or - association resulting from any such conversion, sale,~mergef; eor..solidation or transfer to which it is a party, shall be and become successor Trustee hereunder and vested with all of the title to the trust estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of.any instrument or any further act, deed or conveyance on the part of allY of the parties hereto, anything herein to the contrary notwithstanding. Se~t!~m 7~05. -Re.\:ignation b~ Tn.~te.f'~The.TDlstee and-any sucre-asor-Trustee may..atany.__ _ _'_ _. . - time resign from the trusts hemby-created by-giving-thirty'days!-\vritt-en-:::.otice by-registered .or certified mail to. RCPF and to Augusta and-by United States mail, postage prepaid, to the registered Owner of .;.. each Certificate and such resignation shall take effect upon the appointment of a successor Trustee pursuant to Section 7.06 and the acceptance of such appointment by such successor. Section 7.06. Appointment of Successor Trustee by the Certificate holders: Temporary Trustee. In c,we the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the owners of a majority in aggregate principal amount of all Certificates then Outstanding hereunder, by an instrument or concurrent instruments in writing signed by such owners, or by their attorneys in fact, duly authorized and a copy of which shall be delivered personally or sent by registered mail to RCPF and to Augusta. Nevertheless, in case of such vacancy, RCPF may appoint a temporary Trustee to fill such vacancy until a successor to the Trustee shall be appointed by the Certificate holders in the manner above prescribed; and any such temporary Trustee so appointed shall immediately and without further act be superseded by any Trustee so appointed by such Certificate holders. Notice of the appointment of a successor Trustee shall be given in the same manner as prov.ided by Section 7.05 hereof with respect to the resignation ofa Trustee. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or commercial bank with trust powers in good standing having a reported capital and surplus of not less than $25,000,000, if there be such an institution willing, qualified and able to accept the Trust upon reasonable or customary terms. In the event a successor Trustee has not been appointed by the Owners of Certificates or has not accepted an appointment within sixty days of the resignation of the Trustee, the Tmstee may petition a court of competent jurisdiction to appoint a successor Trustee. Section 7.07. Concemina: Any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its or his predecessor and also to RCPF an instrument in writing accepting such appointment hereunder, and thereupon such successor, without 26 . . . any further act, deed or conveyance, shall become fuUy vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request ofRCPF, or of the successor Trustee, execute and deliver an instrument - transferring to :;uch successor Trustee all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities, moneys, documents and other property held by it as the Trustee hereunder to its or his successor hereunder. Should any instrument in writing from RCPF be required by any successor Trustee for more fuUy and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by RCPF. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed or recorded by the successor Trustee in each recording office where this Trust Indenture shall have been filed or recorded. . -.' -. - The suc:cessor Trustee shall at all times be a commercial bank having trust powers or a trust company. Section 7.08. Appointment of Separate or Co-Trustee. It is the purpose of this Trust - - Ind_enture that there shall b.e no violation of.any present or future -bow of any jurisdicti,on (including ._,__ particularly the law of the State) der.ying-Gr-r€3tricting the right-of banking corp,orations or associations tcHrans.act business as the Trustee in such jurisdiction. In view of the foregoing, the Trustee is hereby given the powe:r to appoint an additional individual or institution as a separate or co-trustee in the foUowing circumstance: In case of litigation under this Trust Indenture or the Installment Sale Agreement, and in particular in the case of enforcement thereof on default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, and as herein granted, or take any other action which may be desirable or necessary in connection therewith, the Trustee may appoint an additional individual or institution as a separate or co-Trustee. In the e:vent that the Trustee appoints an additional individual or institution as a separate or co- Trustee, each ElIld every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Trust Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co- Trustee but only to the extent necessary to enable such separate or co-Trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-Trustee shall run to and be enforceable by either of them. Should any instrument in writing from RCPF or Augusta be required by the separate or co- Trustee so appointed by the Trustee for more fuUy and certainly vesting in and confirming to him or it such propertie:;, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by RCPF or Augusta. In case any separate or co-Trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-Trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new Trustee or a successor to such separate or co-Trustee. 27 . . . Section 7.09. Trustee Not Responsible for Oblieations of the Trust. The Installment Sale Agreement shall be the property of the Trust, and not of the Trustee personally. The Trust, but not the Trustee personally, shall be responsible and liable for any levies, liens and encumbrances on the Project that are the su~iect of the Installment Sale Agreement and for any charges or taxes (local, state or federal) imposed upon the sale, purchase, possession, ownership or use thereof. Without limiting the generality of th,~ foregoing, in no event shall the Trustee personally be responsible for sales or use, ad valorem or oth(~r taxes with respect to the Installment Sale Agreement or the Project subject to' the Installment Sal(~ Agreement. [END OF ARTICLE VII] 28 . . . ARTICLE vm MISCELLANEOUS Section 8.01. Amendment. This Trust Indenture may be amended from time to time by RCPF and the Trustee, and the Trustee may from time to time consent to the amendment of the Installment Salt~ Agreement, without the consent of any of the Certificate holders, to qualify this Trust Indenture under the Trust Indenture Act of 1939, to cure any ambiguity, to correct or supplement any provisions in this Trust Indenture or the Installment Sale Agreement that may be inconsistent with any other provisions in this Trust Indenture or the Installment Sale Agreement, as the case may be, or to add any other provisions with respect to matters or questions arising under this Trust Indenture or the Installment Sale Agreement, as the case may be, that shall not-be inconsistent with the provisions of this Trust IndeIltu..~ or the InstalL-nent Sale Agreement, as the case may be; provided, however, that such action shaU not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any Certificateholder. This Trust L,denture and the Installment Sale Agreement may also be amended from time to time with the consent of the owners of not less than fifty-one percent of the aggregate outstanding - priDt;.ipal amount of Cen:ificates for the pU1=p-Ose of adding any .provisions to o~. ~hanging in anY.JIl3.nner ~. or eliminating ~Uiy of the provisions of this Trust- L'1denture or the Installment Sale Agreement or of _ modifying in any manner the rights of the owners of not less than fifty':'one percent. otthe aggr.egate -.' , outstanding principal amount of Certificates; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount ot: or accelerate or delay the timing ot: collections of Installment Payments or distributions that are required to be made on any certificate or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the registered owners of all Certificates. Promptly after the execution of any such amendment or consent, the Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of Certificate holders under this Section 8.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificate holders shall be subject to such reasonable requirements as the Trustee may prescribe. Section 8.02 . Rights of Certificate holders. The death or incapacity of any Certificateholder shall not operate to terminate this Trust Indenture or the Trust, nor entitle such Certificateholders legal representative~: or heirs to claim an accounting or to take any action or commence any proceeding in any court for 8. partition or winding up of the Trust, nor otherwise affect the rights, obligations, and liabilities of thc~ parties to this Trust Indenture or any of them. Anything in this Trust Indenture to the contrary notwithstanding, the holders of a majority in aggregate principal amount of the Certificates then outstanding shall, upon providing to the Trustee security and indemnification satisfactory to the Trustee, have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions 29 . . . of this Trust Indenture~ provided that such direction shall not be otherwise than in accordance with the provisions oflaw and of this Trust Indenture. Section 8.03. Certificates Nonassessable and Fully Paid. Certificate holders shall not be personally liabl,~ for obligations of the Trust, the fractional undivided interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and Certificates upon authentication thereof by the Trustee are and shall be deemed fully paid. SectiOlll 8.04 . Severability. Ifany provision of this Trust Indenture shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein or therein contained or render the same invalid, inoperative or unenforceable to any extent whatever. Section 8.05. Notices. Any notice, request, complaint, demand, communication or other . paper shall be :;ufficiently given, and shall be deemed given when delivered or mailed hy registered or certified mail, postage prepaid, or sent by telegram or telex, addressed to the parties as follows: RCPF: Richmond Count-j Public Facilities, Inc.. - . c/o Burnside, Wall, Daniel, Ellison & Revell 454 Greene Street Augusta, Georgia 30901 Attention: Mr. James B. Wall Trustee: Regions Bank Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 The above parties may, by notice given hereunder, designate any further or different addresses to which subst~uent notices, certificates or other communications shall be sent. Section 8.06 . Payments Due on Saturdays. Sundays and Holidays. In any case where the date of payment of principal of or interest on the Certificates or the date fixed for redemption of any Certificates shall be other than a Business Day, then such paYment, redemption or purchase shall be made on the succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or the date fixed for purchase. Section 8.07 . Security Interest. It is intended by the parties hereto that the transfer and assignment by RCPF to the Trustee hereunder of the Installment Sale Agreement and other assets conveyed hereunder shall be absolute and RCPF shall not retain any right, title or interest whatsoever in any thereof~ provided however, if and to the extent under applicable law RCPF shall be deemed to have retained any l'~gal or equitable right, title or interest therein or thereto, RCPF hereby transfers. conveys, releases and relinquish(~s the same in favor of the Trustee and, in the alternative, grants, to and creates in favor of the Trustee a security interest therein. RCPF hereby relinquishes any and all rights it may have to any surplus under Article 9, Section 502 of the Uniform Commercial Code of Georgia, and the 30 . . . Trustee hereby agrees that RCPF shall not be liable for any deficiency pursuant to that section, if that section is applicable to the transactions contemplated hereby. SectiOlu 8.08 . Counterparts. This Trust Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SectiOlll 8.9. Applicable Provisions of Law. This Trust Indenture shall be governed by and construed in accordance with the laws of the State. IN WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC., has caused these presents to be signed in its name and on its behalf by its President and attested by its Sccretarj and its seal to be hereunto affixed; and the Trustee, to evidence its acceptance of the"1nists -: created hereunder, has caused this Trust Indenture to be executed in its name by its duly authorized officers and its corporate seal to be hereunto affixed and duly attested, all as of the day and year first above written. [END OF ARTICLE VIII] Signed, sealed and delivered in the presence of: RICHMOND COUNTY PUBLIC FACILITIES, INC. By: Title: Unofficial Witness Attest: Title: Notary Public [ CORPORATE SEAL] [NOTARIAL SEAL] 31 . Signed, sealed lllIld delivered in the presence of: Unofficial Witness Notary Public [NOTARIAL SEAL] . . REGIONS BANK, as Trustee By: Authorized Officer Attest: By: Authorized Officer [BANK SE~]. ! 32 . ~ .. . . . EXHIBIT" A" (Form of Certificate) LEGEND: TIllS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED~ NO OFFICIAL STATEMENT-OR OTHER OFFERING DOCUMENr HAS BEEN PREPARED OR EXECln~ED IN CONNECTION wrrn THE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOT BE TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12( d)(I)(i), THE EXEMPTION ., '..:,... FROM THE CONTINUING DISCLOSURE-:REQtJ~"'MENTSOF-SECWU'TIES'AA~ i EXCHANGE COMMISSION RULE 15c2-12(b)(5) OR ANY SIMILAR RULES OR STATUTES IN EFFECT AT THE TIME OF SUCH TRANSFER. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATE OF PARTICIPATION (AUGUSTA GOLF COURSE PROJECT), SERIES 1998 ~-'. Evidencing a P:roportionate, Undivided Interest in an Installment Sale Agreement (the "Installment Sale Agreement") Between Augusta, Georgia and Richmond County Public Facilities, Inc. Maturity Date Dated Date Number Registered Owner: Initial Principal Amount: Initial Interest Rate: TIllS CERTIFIES THAT the principal amount of this Certificate less principal redemptions thereof will be paid in lawful money of the United States of America to the registered owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this Richmond County Public Facilities, Inc. Certificate of Participation (Augusta Golf Course Project), Series 1998 (this "Certificate") on the Maturity Date shown above or on such earlier date or dates as herein descnoed, with interest Oil said sum from the Interest PaYment Date next preceding the date of authentication A-I . . . hereof(unless the authentication date is an Interest PaYment Date or prior to the first Interest PaYment Date, in which c;ase it shall bear interest from such authentication date) at the Initial Interest Rate set forth above as the same may be adjusted as hereinafter provided payable on the Interest PaYment Dates, subject to the provisions hereof respecting redemption before maturity. This Certificate is one of the duly authorized Certificates issued in the aggregate principal amount of$I,705,OOO. This Certificate is issued by the Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust") established . under, and subject to the terms, provisions and oo.nditions ot: a Trust Indenture, dated as of June 1-,- _ 1998 (the "Tru:;t Indenture"), between the Richmond County Public Facilities, Inc., (the "RCPF") and Regions Bank, as trustee (the "Trusteell), to which Trust Indenture the owner of this Certificate by virtue of the ac:eptance hereof assents and by which each such owner is bound. Copies of the Trust " / Indenture may be obtained by Certificate ~101ders upon"request ita writing to-the ~rustee at its principal corporate trust office in . This Certificate represents a fractional undivided interest in a Public Purpose Installment Sale Agreement (the "Installment Sale Agreementll) between RCPF and Augusta, Georgia C"AugustaiL. )"dated- as of June-i, 1998, and the lIDstallment PaymentS'( as -6cn.ned in the 111.stallment Sale Agreement) to be made thereunder, a portion of which constitutes principal and n::demption premium (if any) and- a portion of which constitutes interest. The fractional interest represented by this Certificate is determined by dividing the outstanding principal amount hereunder by the outstanding principal amount of all Certificates under the Trust Indenture. The Installment Sal,~ Agreement is to be administered pursuant to the Trust Indenture. The Installment PaYments under the Installment Sale Agreement will constitute currently budgeted expenditures of Augusta. Augusta's obligations to make paYments under the Installment Sale Agreement shall be from year to year only and shall not constitute a mandatory payment obligation of Augusta in any calendar year beyond th,~ then current calendar year. The Installment Sale Agreement does not create a general obligation of Augusta within the meaning of any constitutional debt limitation and does not directly or indirectly obligate Augusta to make any paYments beyond those appropriated in the sole discretion of Augusta for any calendar year in which the Installment Sale Agreement shall be in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year, and the taxing power of Augusta is not pledged directly or indirectly or contingently to secure the Installment PaYments. The Certificates are issuable in the amount of$5,000 or any integral multiple thereot: in fully registered fomL dated the Dated Date set forth above. Certificates may be transferred and exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the limitations and conditions provided in the Trust Indenture. The final principal installment of this Certificate is payable, at the Maturity Date shwon above, upon the presentation and surrender thereof, at the corporate trust office of the Trustee and paYment of the interest with respect to this Certificate and the semi-annual prinicpal installments shall be made by A-2 2 . . . the Trustee on each Interest PaYment Date to the person appearing as the registered owner thereof as of the close of business on the Record Date by check mailed to such registered owner at its address as it appears on the registration books maintained by the Trustee or at such other address as is furnished in writing to the Trustee, as registrar. The Record Date shall be the fifteenth day of the month preceding each Interest PaYment Date. Interest is payable in arrears on June 30 and December 31 of each year, commencing --- December 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business-Day, on the next suC(;eeding Business Day..{each_such day bcing en '.1.nterest Payment Date"}: ,This - Certificate shall bear interest at the Initial Interest Rate per annum shown above through December 31, 2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed 15% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the United States Treasury Bond rlite for five "(5) ycitr maturities which shall- lie 'deterrnined and set for each Adjusted <...- -, Rate Period on.October 1 immediately preceeding the begining of such Adjusted Rate Period. Adjusted Rate Period means the time period from January 1,2004 through December 31,2008 and from-january I, 20U9'and thereafter. - ~. ,. '~ Interest and the semi-annual priniipal installments due to any holder of Certificates in an aggregate principal amount of$I,OOO,OOO or more will be paid, upon the request of any such holder delivered to the: Trustee at least five Business Days prior to the due date of such paYments, by wire transfer to an a,:;count designated by such holder. Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all supplements th,ereto for a description of the nature and extent of the Trust Estate, the rights, duties and obligations ofRCPF, the Trustee and Augusta, the rights of the holders of the Certificates, the issuance of the Certificates, and the terms on which the Certificates are. or may be issued and secured, and to all the provisions ofwruch the holder hereofby the acceptance of this Certificate assents. Any term used in this Certificate as a defined term but not defined in this Certificate shall have the meaning as.)igned to such term in the Trust Indenture or the Installment Sale Agreement. References her,ein to the Certificate PaYment Fund and the accounts therein shall be to the Certificate PaYment Fund and the accounts therein established under the Trust Indenture. No recourse shall be had for the payment of the principal ot: or interest on this Certificate or for any claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer, director, trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through the Trustee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or employee of any successor of the Trustee, RCPF or Augusta, either personally or in such capacity under any rule oflaw or equity, A-3 3 . . . statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, commissioner, mayor" officer, director, trustee, agent or employee, as such, is hereby lexpressly waived and released as a condition of any consideration for the execution of the Trust Indenture and the issuance of this Certificate. It is her,~by certified that all conditions, acts and things required to exist, happen and be performed und~:r applicable law and under the Trust Indenture precedent to and in the issuance of this Certificate,-exist, have happened and have-been performed, and that the issuance,_authentication. and- delivery of this Certificate..have been duly authorize<L . ,_,. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the certificate of authentication hereon shall have been duly executed by the Trustee. ~.. . .~ ",' , <" The Celtificates are subject to extraordinary optional redemption in whole or in part upon the occurrence of certain events described in Section 5.3 oPthe Installment Sale Agreement' A . ~- -: -- ->f . C'ExtraordLra:irJ' Purchase Option") and are otherwise subject to optional--re.demption e.voluntary ~,-:::, Purchase Optionll) as a result of the exercise of certain purchase options of Augusta set forth in Section 4.5(c) of the Installment Sale Agreement from prepayments made by Augusta of Basic PaYments (as defined in the Installment Sale Agreement) and other amounts, on any Interest PaYment Date, at the principal amount thereof plus accrued interest to the redemption date, The Cel.tificates are subject to mandatory redemption in whole, after tennination of the Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as defined in the lr1stallment Sale Agreement). The Trustee shall apply to the paYment of the redemption price any amounts deposited from time to time in the Certificate PaYment Fund with respect to which the Event of Non-Appropriation or Event of Default occurred. The Trustee may establish such additional date:; for the paYment of portions of the redemption price as may be appropriate, taking into consideration the dates when amounts available to pay portions of the redemption price are available. Amounts available to pay the redemption price may be insufficient, and the holders of the Certificates shall have no n:course for any such insufficiencies. Interest on the Certificates shall cease to accrue on the date of any such redemption. The CeJrtificates are subject to mandatory redemption in whole or in part on any Interest PaYment Date lrom, and to the extent of: amounts deposited in the Redemption Subaccount of the Principal Account of the Certificate PaYment Fund. The re<l.emption price for all redemptions shall be equal to the principal amount being redeemed plus accrued interest to any date on which the Certificates are scheduled to be redeemed. A-4 4 . . . If the Ct:rtificates are to be redeemed in part following an Event of Default or an Event of Non- Appropriation, :mch redemption shall be proportionate among all Certificates and each of the Certificates shall be redeemed by its proportionate share. For each Certificate, "proportionate", means an amount detenuined by multiplying the aggregate principal to be redeemed on all the Certificates times a fraction the numerator of which is the outstanding principal amount of such Certificate and the denominator of which is the outstanding principal amount of all Certificates. If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase Option or a --: Voluntary Optinn, the-Trustee shall prorate. the principal amount:cfCertificates to be redeemed among- all owners in integral multiples of$5,000 in the manner set forth in the Trust Indenture. ---..i . ." In the event the Certificates or portions thereof are called for redemption as aforesaid, notice thereof identifying the Certificates or portion:tthereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days and not more than sixty days prior to the date fixed for redemption to the registered owner of each Certificate at his address as , ----~ the Same"shall iast appear upon the registration books: Failure to'give such notice by mailIng to ai1y..~ y,;Gertillcatehold{:r or any defect therein, shall not affect the vafidity of the redemption of any oilier--::-... Certificates. Upon the giving of notice, if sufficient funds available solely for redemption are on deposit with tht~ Trustee, the Certificates or portions thereof so called for redemption cease to bear interest on and after the specified redemption date. GENERAL PROVISIONS The tenn "Business Day" shall mean any day excluding Saturday, Sunday and any day on which banks in Augusta, Georgia or in such other city in which the principal corporate trust office of the Trustee is located are authorized by law or other governmental action ~o close. Interest hereon shall be computed on the basis of a 360-day year of twelve thirty-day months. Subject to the provisions of the legend set forth at the top of this Certificate and the provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the Trustee, and upon paYment of the charges ~Uld subject to the conditions provided in the Trust Indenture. Upon such transfer a new Certificate or Certificates for the same aggregate principal amount of Certificates will be issued to the designated transferee or transferees. The Tnastee may deem and treat the registered owner hereof as the absolute owner hereof (whether or nOlt this Certificate shall be overdue) for the purpose of receiving paYment ot: or on A- 5 5 . . . account ot: principal hereof and interest due hereon and for all other purposes, and the Trustee shall not be affected "by any notice to the contrary. The Trustee will not be required to (i) transfer or exchange this Certificate during the period of fifteen days next preceding any day upon which notice of redemption of such Certificate is to be made or (ii) transfer or exchange any such Certificate after the giving of notice calling such Certificate for redemption. To the f~xtent permitted by, and as provided-in, -the Trust Indenture, modi5.cations or' amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain circumstances by the Trustee and RCPF without the consent of Certificate holder and in other instances upon the consent in writing of the owners of not less than fifty-one percent in aggregate principal amount of the Certificates ,hen outstanding. . . '" "'. IN WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC F ACILITIES, INC. has Caused this.Certificate to be executed in .its'name arid on its behalf by-the manual or facsimile signatUre ---- 'ofan authorized officer of the Trustee and the CCiiporate seal of the Trustee to be Jrer-eunto affixed by A-6 6 . . . facsimile or actual impression and attested to by the manual or facsimile signature of an authorized officer of the Trustee, all as of the year and day first above written. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF PARTICIPATION (AUGUSTA GOLF COURSE PROJECT), SERIES 1998 TRUST By: REGIONS BANK, as Trustee By: Its Authorized Offi~r " t Attest: lis Authorized Officer [BANK SEAL] CERTIFICATE OF AUTIIENTICATION This Ct~rtificate is one of the Certificates described in the within-mentioned Trust Indenture. Date of Authentication: July ,1998 Regions Bank, AS TRUSTEE By: Authorized Signatory FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [please insert name and Social Security or other identifying number of assignee] the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within Certificate on the books kept for registration thereat: with full power of substitution in the premises. The undersigned C(~rtifies that it has complied with the restrictions set forth in the investment letter executed A-7 7 . . . by the undersigned at the time of its purchase of this Certificate and the legend set forth at the beginning of this Certificate, and that the transferee has delivered to the Trustee an investment letter in substantially thf~ same form as executed by the undersigned at the time of its purchase of the Certificate. Dated: NOTICE: The signature to this assignment must correspond ..vith the name as it appears upon the face.of .- the within Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed By: . , ./ ~, -.-1 [Brid of Form ofCertificater A- 8 8 . . . EXHIBIT "e" STATE OF' GEORGIA RlICHMOND COUNTY WARRANTY DEED THIS INSTRUMENT is made as of the 1st day of June, 1998 between AUGUSTA, GEORGIA, a consolidated government and a political subdivision of the State of Georgia ("Grantor") and RICHMOND COUNTY PUBLIC FACILITIES, INC., a Georgia non-profit corporation ("Grantee") (the terms Grantor and Grantee include their respective heirs, legal " ~." -" representatives, successors and assigns where the contem heroofrequires or permits). A ~ ..i ., WYrNESSETH THAT: Grantor, for and in consideration of the sum ofTen and No/lOO Dollars ($10.00},and other good-andva1uab!~consideration, in"hand-paid-at and.before the--'- _ ;..,- -'\- sealing and tjelivery of these presents, the reoJ~.ipt.. adequacy and sufficiency'ofwhich are-hereby -. - - == acknowledged by Grantor, has granted, bargained; -sold, and conveyed, and by these presents does hereby gran.t, bargain, sell and convey unto Grantee, the real property described in Exhibit "A" attached hereto and by this reference incorporated herein (the "Property"). TO HA VE AND TO HOLD the above-described tract or parcel ofland, together with all and singular the rights, members and appurtenances thereof, to the same being, belonging or in any wise appertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE SIMPLE. AND, the Grantor will warrant and forever defend the right and title to the above- described tract or parcel ofland unto the Grantee against the lawful claims of all persons whomsoever. IN 'WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year first above written. Signed, sealed and delivered in the presence of: AUGUSTA, GEORGIA By: Unofficial \\'itness Its Mayor Notary Puhlic Attest: Its Clerk [SEAL] . . . EXHIBIT" A" WARRANTY DEED ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-RiclJ.mond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 acres, more or less. and being bounded as follows: On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office of the Clerk of Superior Court of Richmond County, Georgia, in- Realty Book, 11 U, page 319 (the - "Brickle Property"); and (2) by property of Augusta-Richmond County, Geo.rgia.known_as the "~aniel Field Airport". and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the" Airport Property"). On tlie East, by the Airport Property and by the right-of-way of Highland,Avenue. OIi the South, by the right-of-way of Damascus Road; and . - On the West, by the following tracts of land: (l)-property of Garren~and Nordmann, as shown .. 011 that certain plat dated February 26, i987, prepared by George L. Godman and recorded in Realty Reel ' ..,. . . 259, page 1'729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Offi.ce; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, llnc. and re<:orded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta- Richmond (~ounty, Georgia acquired by deed dated AugUst 4, 1994, and recorded in Realty Reel 467, pages 37o-~~72, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle Property. REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and accurate description as to the metes, bounds and location of the subject property. THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richmond County, Georgia. SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject property ill a general north-south direction. . . . EXHIBIT "D" DEED TO SECURE DEBT AND SECURITY AGREEMENT THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (this "Security Deed"), made and entered into as of this 1st day of June, 1998, by and between RICHM01'il) COUNIY PUBUC FACILITIES, INe., a Georgia non-profit corporation (the "Corporation"), and REGIONS BANK, a state chartered bank and trust company organized under the laws of the State of Alabama, as Trustee (the "Trustee"); . WITNESSETH: 1.01 TIIATFORAND INCONSIDERATION of the sum of $10.00 and other valuable cOfi.siderations, the receipt. and sufficienc)'I-w.heFeoLare-hereby acknowledged, and in order to secure the indebtedness and other obligations hereinafter set forth, :the Corporation does hereby grant, bargain, sell, convey, assign, transfer, pledge, and set over unto the '~~rustee'the folloWing described property (collectively, the "Premises"): (a) all ~- .- those certain tracts;-pieccs or parcels of land (and any easements or other-interests ~_ land) more particularly described in Exhibit "A" hereto (the "Land"); (b) all buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Land; and all right, title and interest of the Corporation in all fixtures, machinery, building supplies and materials and all other articles of property of every kind and nature acquired with proceeds of the Certificates (hereinafter defined), and constituting the "Project" described in the Installment Sale Agreement (hereinafter defined); and all extensiom:, additions, improvements, betterments, renewals and replacements, substitutions, or proceeds of any of the foregoing constituting proceeds acquired with cash proceeds of any of the property described hereinabove; all of which foregoing items are hereby declared and shall be deemed to be fixtures and accessions to the Land and a part of the Premises as between the parties hereto and all persons claiming by, through or under them, and which shall be deemed to be a portion of the security for the indebtedness herein described and to be secured by this Security Deed; (c) all easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights, numerals, flowers shrubs, crops, trees, timber and other emblements now or hereafter located on the Land or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances, reversions and remainders whatsoever, in any way belonging;, relating or appertaining to the Premises or any part thereof, or which hereafter ~hall in any way belong, relate or be appurtenant thereto, whether now owned or hereaf1~er acquired by the Corporation; and (d) all proceeds of any of the property described above. 1 .~: lCJ -. ~".... . . . * * * * * * * * * * THIS SECURITY DEED IS A "CONSTRUCTION MORTGAGE" AS THAT TERM IS DEFINED IN THE OFFICIAL CODE OF GEORGIA ANNOTATED ~11-9-313(l)(c) AND SECURES AN OBUGATION INCURRED FOR, THE CONSTRUCTION OF IMPROVEMENTS UPON LAND. 1.02 TO HAVE AND TO HOLD the Premises and all parts, rights, members and appru:tenances thereof. to the use, benefit and behoof of the Trustee, IN FEE SIIv1PLE forever; and the Corporation covenants that the Corporation is lawfully seized of the Premises as aforesaid and has good right to convey the same, that the same are unencumbered except for those matters expressly set forth in the title insurance policy insuring the lien of this Security Deed delivered in connection with the delivery hereof, rlIld the CDrporatiOIvdocs.warrant and will fore"V'ef ,defend the title thereto againstrthe "' I . claims of all persons claiming through it, except as to the matters set forth in said title .' insurance policy. l.o.3~THIS SECURITY DEED is a deed passing the title-co-the Premises to~the Trustee and is made under the laws of the State of Georgia relating to deeds to secure debt, and. is not a mortgage, and is given to secure the payment of the following described obligations (collectively, the "Obligations"): (a) the payment of the Richmond County Public Facilities, Ine. Certificates of Participation (Augusta Golf Course Project), Series 1998 (the "Certificates"), representing undivided interests in all the obligations of Augusta, Georgia ("Augusta"), a body politic and corporate and a political subdivision of the State of Georgia under the Installment Sale Agreement, notwithstanding the temUnation of the Installment Sale Agreement or the invalidity of the Installment Sale Agreement as to Augusta, in whole or in part, together with all renewals, modifications, consolidations, replacements and extensions thereof (the Installment Sale Agreement and the Certificates are in the principal amount of $1,705,000 with the final payment being due on or before June 30,2013; and (b) any and all additional advances made or costs or expenses incurred by the Trustee to protect or preserve the Premises or the security interest crl~ated hereby, or for taxes, assessments or insurance premiums as provided in the Installment Sale Agreement. For purposes of this Security Deed, the term "InstalhneJllt Sale Agreement" shall mean the Public Purpose Installment Sale Agreement of even date herewith between the Corporation and Augusta, which has been assigned by the Co:rporation to the Trustee pursuant to a Trust Indenture of even date herewith between the Corporation and the Trustee (the "Trust Indenture"); and the term 2 ..."-..- ." . . . "Documents" shall mean this Security Deed, the Trust Indenture the Installment Sale Agreement, the Certificates and any other documents to or of which the Trustee or Augusta i~; a party or beneficiary now or hereafter evidencing, securing or othenvise relating to the Obligations or the Premises. This Security Deed is expressly made prior and senior- to the Installment Sale Agreement and to the conveyance of the Premises made by the limited warranty deed with reverter delivered pursuant thereto. The Trustee is acting hereunder in its capacity as the "trustee" under the Trust Indenture. nus Security Deed is given in confirmation of the assignment and transfer to the Trustee contained:in the Trust Indenture of the rights, title and interest of the Corporation with respect to the Premises, and to document and afford to the Trustee the rights peimitted by law with respect tcrde~ds to secure debt and, seCurity agreements with respect to the Premises. ,1 J. ... 1.04'. SHOUID-THEOBUC'~TIONS,BEPAIDaccordingtothetenoFandeffect (I .-'f. thereof when the same shall become due and payable, then this Security Deed-shall be canceled and surrendered. 6- LOS NOT WITHSTANDING ANYfHINC'-HEREIN OR IN THE OTIfB.F<:. DOCUMENTS OR CLOSING DOCUMENTS TO THE CONfRARY, THE LIABILI1Y OF THE CORPORATION WITH RESPECf TO ITS OBLIGATIONS HEREUNDER OR THEREUNDER SHALL BE LIMITED TO ITS INfEREST IN THE PREMISES. AND NO PERSONAL LIABIUTY OR RESPONSIBILITY, WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, IS ASSUMED BY THE CORPORATION, NOR SHALL ANY PERSONAL LIABILI1Y OR RESPONSIBIUTY BE ASSERTED OR ENFORCEABLE AGAINST THE UNDERSIGNED, ALL SUCH PERSONAL LIABILI1Y OR RESPONSIBILI1Y BEING HEREBY EXPRESSLY WAIVED BY THE TRUSTEE. COVENANTS AND AGREEMENTS 2.01 Seauity Agreement. This Security Deed is hereby made and declared to be a security agreement encumbering each and every item of personal property included herein as a part of the Premises, in compliance with the provisions of the Uniform Commercial Code as enacted in the jurisdiction applicable thereto (the "Commercial Code"). lbe remedies for any violation of the covenants, terms and conditions of the security a.greement contained in this Security Deed shall be as prescribed herein, or as 3 . . . prescribed by general law, or as prescribed by the Commercial Code, all at the Trustee's election in the discretion of the Trustee. 2.02 Further Assurances. Mer-Acquired Property. The Corporation shall, and shall cause Augusta to, execute and/or deliver (and pay the costs of preparatiQn and recording thereof to the Trustee, upon demand, any further instrument or instruments so as to evidence, reaffirm, correct, perfect, continue or presexve the obligations of the Corporati.on or Augusta under the Documents, the collateral at any time securing or intended to secure the Documents, and the first and prior legal security title and - interests of the Trustee to all or any part of the Premises, whether now owned or hereafter atqui.red by the Corporation or Augusta. Upon any failure of the CorporatioR_' or Augus~L so to do, the Trustee may make, execute, record, file, re-record and/or re-file any and all such instruments for and in the name of the Corporation or Augusta, and the .. '~C6rporation hereby (and 1"hall c.ause.Augusta to) irrevocably appoints the Trusteelagtmt ;::. and attoITley-in-fact to do so. c..-- .-- 2:03 -Conveyance or EncUmbrance. . Neither the .Corpo:ration"'-{except:::as-to--- ----- Augusta as contemplated by the Installment Sale Agr.eement) nor Augusta shall encumber;, pledge, convey, transfer or assign any or all of their respective interest in the Premises, or execute or consent to any instrument or matter which might affect the title to the Premises. 2.04 Conveyance to Augusta. Notwithstanding Paragraph 2.03 above, or any other provision of this Security Deed, the Trustee hereby consents to the execution of the Installment Sale Agreement and the conveyance of the Premises to Augusta, subject and subordinate to this Security Deed; provided, however, the Trustee's interest in the Premises and this Security Deed shall constitute and remain a first priority security title and lien :in and to the Premises in favor of the Trustee, superior in all respects to the interest of Augusta. DEFAULT AND REMEDIES 3.01 Defaults. The term "Default," wherever used in this Security Deed, shall mean anyone or more of the following events: (a) a failure in payment of any portion of the Obligations; or (b) the occurrence of an Event of Default or an Event of Non- Appropriation under the Installment Sale Agreement. 4 . . . 3.02 Rights Upon Default. If a Default shall have occurred, then the Trustee, at its option, may do anyone or more of the following (and, if more than one, either concurrently or independently, and in such order as the Trustee may determine in its discretion), in addition to its other remedies under the Documents, all without regard to the adequacy or value of the security for the Obligations. ~. -;, .,. (a) Enter upon and take possession of the Premises without the appointment of a receiver, or an application therefor; at its option, operate the Premises; at its option. exclude the Corporation, Augusta and its agents. employees and assigns wholly therefrom; at its option, employ a .managing agent of the Premises; and at its option, exercise.a.ny one or more of the rights and, powers of the Corporation to the same extent "--."- as the Corporation could, either in its own name, or in the name of the Corporation; and receive the rents, incomes, issues and profits of the Premises. The Trustee shall have no " c. obligation~to di,scharge ?-.ny duties of a landlord to any tenant or to.incur anyliabilityas, ..oS a result of any exercise by the Trustee of any rights hereunder; and the Trustee shall not be liable for any failure to collect rents, issues, profits or revenues, nor liable to account . for any rents, issues, profits or revenues unless adually recefved by the Trustee. '. (b) Apply, as a matter of strict right, without notice and without regard to'the solvency of any party bound for its payment, for the appointment of a receiver to take possession of and to operate the Premises and to collect and apply the incomes, rents, issues, profits and revenues thereof (c) Pay, perform or observe any term, covenant or condition of this Security Deed and. any of the other Documents and all payments made or costs or expenses incurred by the Trustee in connection therewith shall be secured hereby. The necessity for any su:::h actions and the amounts to be paid shall be determined by the Trustee in its discretion. The Trustee is hereby empowered to enter and to authorize others to enter upon the Premises or any part thereof for the purpose of performing or observing any such defaulted term, covenant or condition without thereby becoming liable to the Corporation, Augusta or any person in possession holding under the Corporation or Augusta. 1be Corporation hereby acknowledges and agrees, and shall cause Augusta to acknowledge and agree, that the remedies set forth in this Paragraph 3.02(c) shall be exercisable by the Trustee, and any and all payments made or costs or expenses incurred by the TnlStee in connection therewith shall be secured hereby. 5 . . . (d) Sell the Premises or any part of the Premises at one or more public sale or sales at the:: usual place for conducting sales in the county in which the Land or any part of the Land is situated, to the highest bidder for cash, in order to pay the Obligations, and all expenses of sale and of all proceedings in connection therewith, including reasonable attorney's fees, after advertising the time, place and terms of sale once a week for four weeks immediately preceding such sale (but without regard to the number of days) in a newspaper in which sheriffs sales are advertised in said county, all other notice being hereby waived by the Corporation. At any such public sale, the Trustee may execute and deliver to the purchaser a conveyance of the Premises or any part of the Premises i.n fee simple, with full'warranties of title, arid to this end the Corporation .. -:. ~ "hereby constitutes and appoints the Trustee the agent and attorney-in:fact~'of' the Corporation to make such sale and conveyance, and thereby to divest the Corporation and Augusta of all right, title and equity that the Corporation or Augusta may have in . (; . . \ '.' ~d to the Prttmises and to vest the same in the.purchaseror'purchasers at'such,sale Of. (:. ~.:. -fJ sales, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confinned, and any recitals in said conveyance or conveyances as to facts essential - to a valid :iale shall be "binding upon the'Corporation..-The afOresaid poweiof sale and' agency he:reby granted are coupled ~vi.Lh an.interest arra' are irrevocable by death or otherwise, and shall not be exhausted by one exercise thereof but may be exercised until full payment of all of the Obligations. In the event of any sale under this Security Deed by virtue of the exercise of the powers herein granted, or pursuant to any order in any judicial proceeding or otherwise, the Premises may be sold as an entirety or in separate parcels and in such manner or order as the Trustee in its discretion may elect, and one or more exercises of the powers herein granted shall not extinguish nor exhaust such powers, until the entire Premises are sold or the Obligations are paid in full. The Trustee may, at its option, sell the Premises subject to the rights of any tenants of the Premises, , and the failure to make any such tenants parties to any foreclosure proceedings and to foreclose their rights will not be asserted by the Corporation to be a defense to any proceedings instituted by the Trustee to collect the Obligations. If the Obligations are now or hereafter further secured by any chattel mortgages, pledges, contracts of guaranty, assignments of lease or other seauity instruments, the Trustee may at its option exhaust the remedies granted under any of said security either concurrently or independently, and in sudt order as the Trustee may determine in its discretion. Upon any foreclosure sale, the Trustee may bid for and purchase the Premises and shall be entitled to apply all or any part of the Obligations as a credit to the purchase price. In the event of any such foreclosure sale by the Trustee, the Corporation shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchases at such sale or 6 . . . be sununarily dispossessed according to provisions of law applicable to tenants holding over. In case the Trustee shall have proceeded to enforce any right, power or remedy under this Security Deed by foreclosure, entry or otherwise or in the event the Trustee commences advertising of the intended exercise of the sale under power provided hereunder, and such proceeding or advertisement shall have been withdrawn, discontinued or abandoned for any reason, then in every such case (i) the Corporation and the Trustee shall be restored to their former positions and rights, (ii) all rights, powers and remedies of the Trustee shall continue as if no such proceeding had been taken, (Hi) each and every Default declared or occurring prior or subsequent to such withdrawalt, discontinuance or abandonment shall be deemed to be a continuing Default, -: . '-. and (iv) neither this' Security Deed, nor the Obligations, nor any other-DocUmerlt shall be or shall be deemed to have been reinstated or otherwise affected by such withdrawal, discontinutaI1ce or abandonment; and the Corporation hereby expressly waives the ~'J .... benefit of .my statute or rule of law no""'provided; or whioh may hf'IeafterLbeprovided, "" which would produce a result contrary to or in conflict with this sentence. (e)' The Ttustee may apply-any moneys ana:proceeds receiyed by the Trustee as a result of the exercise by the Trustee of any Tfght conferred under this Section 3.02 in such order as the Trustee in its discretion may elect against (i) all costs and expenses, including reasonable attorneys fees, incurred in connection with the operation of the Premises; (ii) all costs and expenses, including reasonable attorneys' fees, incurred in the collection of any or all of the Obligations, including those incurred in seeking to realize on or to protect or preserve the Trustee's interest in any other collateral securing any or all of the Obligations; (Hi) any or all unpaid principal on the Obligations; and (iv) accrued interest and charges on any or all of the foregoing. Any residual after such application shall be paid to Augusta. (f) Notwithstanding anything herein to the contrary, following any Default, the Trustee shall have no obligation to exercise remedies after an Event of Default or Event of Non-Appropriation unless it shall have received satisfactory indemnity and written in::tructions from the Owners of at least 25% of the aggregate principal amount of Certificates then outstanding. GENERAL CONDITIONS 4.0 I No Waiver. Remedies Cumulative. No delay or omission by the Trustee to exercise: any right, power or remedy accruing upon any Default shall exhaust or impair 7 . . . any such ri,ght, power or remedy or shall be ronstroed to be a waiver of any such Default or acquiescence therein, and every right, power and remedy given by this instrument to the Trustee may be exercised from time to time and as often as may be deemed expedient by the Trustee. No consent or waiver, expressed or implied, by the Trustee to or of any Default shall be deemed or construed to be a consent or waiver to or .of any other Default. No delay, indulgence, departure, act or omission by the Trustee shall release, discharge, modify, change or otherwise affect the obligations of the Corporation or Augusta or any subsequent purchaser of the Premises or any part thereof, or preclude the Trustee from exercising any right, privilege or power granted herein or alter the security title, security interest or lien hereof. No right, power or remedy conferred upon -- or reserved to the Trustee hereunder is intended to be exclusive .of-any other fight;'power or remedy, but each and every such right, power and remedy shall be cwnulative and concurrent and shall be in addition to any other right, power and remedy given .; .',. '" .' hereunder or under the other Documents cr'now or hereafter existing at law, in equity or by statute. - 4.6:2 'Miscellaneous: This Security' Beed shall inure to the benefit 'of and be - binding upon the Corporation and th~'Fr'~ree and their respective heirs, executors, legal representatives, successors, successors-in-title and assigns, subject to all restrictions on transfer herein. The Docwnents (and any interest therein) are assignable by the Trustee, and any assignment of the Documents by the Trustee shall operate to vest in the assignee cill rights and powers conferred upon and granted to the Trustee by the Documents; and, in the event of any such assignment of the entire interest of the Trustee in the Documents, the Trustee shall be relieved of all obligations and liabilities under the Docwnents; the Documents may not be assigned by the Corporation without the prior consent of the Trustee, which may be given or withheld at the discretion qf the Trustee. The Doc1l1ments may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against whom enforcement of such change, waiver, discharge or tennination is sought. The Documents contain the entire agreement between the Corporation and the Trustee and between the Corporation and Augusta relating to the transactions contemplated hereby and supersede entirely any and all prior written or oral agreements with respect thereto; and the Corporation and the Trustee hereto acknowledge and agree that there are no contemporaneous oral agreements with respect to the subject matter hereof. Nothing contained in the Documents shall be construed. to create an agency partnership or joint venture between the Corporation, Augusta and the Trustee. All personal pronouns used in the Docwnents whether used in the masarnne, feminine or neuter gender, shall include all other genders, the singular 8 . . . shall include the plural, and vice versa. Titles of articles and sections in the Documents are for convenience only and in no way define. limit, amplify or describe the scope or intent of any provisions thereof. When anything is described in the Documents in general telrms and one or more examples or components of what has been described generally j,s associated with that description (whether or not following the word "including"), the examples or components shall be deemed illustrative only and shall not be construed as limiting the generality of the description in any way. Wherever in the Document) the approval or consent of the Trustee is required or permitted, or wherever a requirement of the Trustee or the standard of acceptability or satisfaction of the Trustee must be determined, such approval, consent or determination of the Trustee shall not be nnreasonably exercised; provided, how-ever, .that wherever it is indicated that such approval, consent or determination is to be given or made at the option or in the discretion or judgment of the Trustee, then the Trustee may grant or withhold such approval or consenLor.makesuch dcterrninati.on without restriction in its sole and absolute discretion. If any provisions of the Doaunents or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of -each of the docwnents and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. Time is of the essence with respect to each and every covenant, agreement and obligation of the Corporation under the Documents. All exhibits referred to in the Documents are by such reference incorporated into the Documents as if fully set forth therein. 4.03 Communications. Unless and except as otherwise specifically provided herein, any and all notices, elections, approvals. consents, demands, requests and responses thereto ("Communications") permitted or. required to be given under the Doaunents shall be in writing, signed by or on behalf of the party giving the same, and shall be deemed to have been properly given and shall be effective upon the earlier of receipt thereof or deposit in the United States mail, postage prepaid, certified with return receipt requested to the other party at the address of such other party set forth hereinbelow or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance herewith; provided, however, that the time period in which a response to any such Communication must be given shall commence on the date of receipt thereof. and provided further that no notice of change of address shall be effective with respect to Communications sent prior to the time of receipt thereof. Receipt of Communications under the Documents shall occur upon actual delivery (whether by mail, telecopy transmission, messenger, courier service, or otherwise) to any person who is an officer, agent or employee of the Corporation at any location where such person may be found, or to an officer, agent or employee of the Corporation or the Trustee, at 9 . . . the address of such party set forth hereinbelow, subject to change as provided hereinabove. An attempted delivery in accordance with the foregoing, acceptance of which is refused or rejected, shall be deemed to be and shall constitute delivery; and an attempted delivery in accordance with the foregoing by mail, messenger, or courier service (wbichever is chosen by the sender) which is not completed because of changed address of which no notice has been received by the sender in accordance with this provision :ihall also be deemed to be and constitute receipt. Any such communication, if given to the Trustee, shall be addressed as follows, subject to change as provided hereinabove: Regions Bank Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 and', if given to the Corporation, must be addressed as. follows, subject to' change as provided. hereinabove: Richmond County Public Facilities, Inc. c/o Burnside, Wall, Daniel, Ellison & Revell 454 Greene Street Augusta, Georgia 30901 Attention: Mr. James B. Wall With a copy to: Augusta, Georgia 530 Greene Street Augusta, Georgia 3090 I Attention: Mr. Charles R Oliver, Administrator 4.04 Greater Estate. In the event that the Corporation is the owner of a lesser estate with respect to any portion of the Premises and the Corporation obtains a fee estate in ;such portion of the Premises, then, such fee estate shall automatically, and without further action of any kind on the part of the Corporation, be and become subject to the security title and lien hereof. 4.05 Applicable Law. This Security Deed shall be interpreted, construed and enforced according to the laws of the State of Georgia. 10 . . . 4.06 Recording. 'This Seanity ~ is to be recorded in the records of the Clerk of the Superior Court of Richmond County, Georgia. IN WITNESS WHEREOF, the Corporation has executed this Security Deed under seal, as of the day and year first above written. Signed, sealed and delivered in the pre:ience of: RICHMOND COUNIY PUBUC FACILITIES, INC. By: -, -", . Its-. Unofficial Witness - President Attest: I It.l) . Notary Public [NOTARJAL SEAL] Secretary [CORPORATE SEAL] 11 . . . The Trustee has executed this Security Deed for the purpose of becoming a signatory to the security agreement set forth herein. Signed, sealed and delivered In the presence of: REGIONS BANK, as Trustee By: Unofficial Witness TItle: Attest: . " TItle: Notary Public [NOTARrAL SEAL] 12 .' . . . EXlDBIT "A" DEED TO SECURE DEBT AND SECURITY AGREEMENT ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being In Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 acres, more or less, and being bounded as follows: On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the -- Office of the Clerk of Superior Court of Richmond County, Georgi_a, in Realty Book 11 U, page 319 (the aBrickle Propelty-); and (2) by property of Augusta-Richmond County, Georgia known as the -Dahiel Field Airport. , and as shown on a plat dated February 28, 1987, prepared by I ames G. Swift & Associates whach is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the -Airport Property-). On the East, by the Airport Property and by the right-of-way of'Highland Avenue. On the South, by the right-of-way of Damascus Road; and On the West, by the following tracts of land:-- (1) property-of Garren and Nordmann, as shown on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in RealtY Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, prepared by lames G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Offi(:e; (3) property of Donahue which is ~hown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) property 'of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, Inc. and roo:>rded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta- Richmond County, Georgia acquired by deed dated August 4, 1994, and recOrded in Realty Reel 467, pages 370-3'72, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle Property. . REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and acCurate description as to the metes, bounds and location of the subject property. THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richmond County, Georgia. . SAlD property is conveyed subject to the right-<>f-way of Old Camp Road which bisects the subject !property in a general north-south direction. . . . SECRETARY'SCER~CATE STATE OF' GEORGIA lUCHMO?lID COUNTY The undersigned Secretary of Richmond County Public Facilities, Inc., hereby certifies that the fon:going pages of typewritten matter constitute a true and correct copy of the resolution adopted by the Board of Directors ofR!~hmond County Public Facilities, Inc. ina meeting duly assembied snd open io the public in compliance with O.C.G.A ~50-14-1, at which a quorum was'" present and acting throughout, adopted June 15, 1998, the original of which resolution has been duly record.ed in the minute book of Richmond County Public Facilities, Inc., which is in my C4stody and control:_ .. \ GIVEN THIS 15th day of June, 1998. , [CORPORATE SEAL] 5 / . . AUTHENTICATION REQUEST Regions Bank, as Trustee Corporate T rust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 Re: $1,705,000 Richmond County Public Facilities, Ioc. Certificates of Participation (Augusta Golf Course Project) Series 1998 (the "Certificates") To the Addlressee: Richmond County Public Facilities, Inc., a nonprofit corporation organized under the laws of the State of Georgia ("RCPF'), has sold the Certificates more fully described in the Trust Indenture dated as of June 1, 1998, between RCPF and Regions Bank, as trustee (the "Trustee") to the purchasers listed on Schedule "N' attached hereto and by this reference made a part hereot: at a purcha:;e price of 100.00% of par. RCPF is delivering said Certificates to you herewith as Trustee together with the documents specified in Section 2.07 of the Indenture, and you are hereby authorized and directed to authentic;ate and deliver said Certificates to said purchasers upon receipt of the sum of $1,705,000. Said proceeds of the sale of the Certificates shall be immediately used to pay issuance costs and t:h.e balance deposited by you to the credit of the "Project Fund" (as defined in the Indenture), all in accordance with Section 3.03 of the Indenture. This document constitutes the request and authorization to the Trustee to authenticate and deliver the Certificates. GrVEN this ~ day of July, 1998. roCHMONDCOUNTYPUBUC FACILITIES, INC. . . SCHEDULE"N' The $1,705,000 in aggregate principal amount of Richmond County Public Facilities, Inc. Certificates of Participation (Augusta GolfCOUfse Project) Series 1998, dated July . 1998, are to be issued and delivered in the form of registered Certificates without coupons to the initial purchasers thereot: as follows: Certificate Number Amount NationsBank, N.A R-l $340,000 Regions Bank R-2 $345.000 Georgia Bank & Trust Company of Augusta R-3 $340,000 SouthTrust Bank, N.A R-4 $340,000 SunTrust Bank, Augusta, N.A R-5 $340,000 ...' ; , AMERICAN LAND TITLE ASSOCIATION COMMITMENT - 1966 '" CHICAGO TITLE .. INSURANCE COMPANY r >'i . COMMITMENT FOR TITLE INSURANCE ~I "- CHICAGO TITLE INSURANCE COMPANY, a corporation of Missouri, herein called the Company, for a vale able consid~ration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest ce,vered herebyjn t~.land described or referred to in Schedule A. upon payment of the premiums and_ charges th~refor;. alf subject to .the, provisions of Schedules A and B and to the Conditions ~nd_l?~I?,ulations hereof. . _' _. . I I" .. I This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of this Commitment or by subsequent endorsement. '".1 This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and .obligations hereunder shall cease and terminate six: months after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of the Company. ::> IN WITNESS WHEREOF, Chicago Title Insurance Company has caused this Commitment to be signed and sealed as of the effective date of Commitment shown in Schedule A, the Commitment to become valid when countersigned by an authorized signatory. Issued hy: HULL, TOWILL, NORMAN & BARREIT, P.C. 801 BROAD STREET, SUITE 700 TRUST CO. BANK BLDG., P.O. BOX 1564 AUGUSTA, GA 30913 (706) 722-4481 CHICAGO TITLE INSURANCE COMPANY Y By: ~~!~ .J. . Copyrlcht lIee American Land Title Anoclatloa ... . . STANDARD EXCEPTIONS FOR OWNER'S POLICY The owner's policy will be subject to the mortgage, If any, noted under Item one of Section 1 of Schedule B hereof and to the fo'llowing exceptions: (1) rights or claims of parties in possession not shown by the public records; (2) encroachmenl.s, overlaps, boundary line disputes, and any anatters which would be disclosed by an accurate survey and inspection of the premises; (3) easements, or claims of easements, not shown by the public records; (4) any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, Imposed by law and not shown by the: public records; (5) taxes or special assessments which are not shown as existing liens by the public records. ... CONDITIONS AND STIPULATIONS . ! I. The term "mortgage," when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquires actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be reliev.:d from liability for any loss or damage resulting from any act of reliance hereon. to the extent the Companl' is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commit- ment acc:ordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant . .0 paragl:"p~ 3 of these Conditions and St!pulations--._ _. __ ___. __ __ _.-....-.-:_ 3. Liability of the Company \::tder this Commitment shall be only-to:.:th!: ..amed proposed Insured and such parties included under the definition of Insured in the form of policy orpolici.es committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminat,: exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Ss:hedule A for the policy or policies committed for and such liability is subject to the insuring provisions, the Exclusions from Coverag.: and the Cqnditions and Stipulations of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expre;sly modified herein. 4. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by ,this Commitment must be based on and are subject to the provisions of this Commitment. ~ ' . . A.L.T.A. COMMITMENT CHICAGO TITLE INSURANCE COMPANY SCHEDULE A Office File Number 3146-4:JNS .. Commitment Number Effective Date April 9, 1998 at 5:00 p.m. Loan Amount $1,705,000.00 3146-4:JNS Owners Amount: Nt A 1. Policy or lPolicies to be issued: ALTA LOAN POLICY, Form (10-17-92) Proposed Insured: Regions Banle, as Trustee pursuant to that certain Trust Indenture with Richmond County Public Facilities, Inc., a Georgia non-profit corporation, dated as of June 1, 1998 .;. " " ALTA O'rVNER'S POLICY, Form (10-17:'92) Proposed Insured: NtA 2. The estatJ~ or interest in the land described or referred to in this Commitment and covered herein is a fee simple, and title thereto is at the effective date hereof vested in: Augusta-Richmond County, Georgia, as successor to the City Council of Augusta 3. The Land is described as follows: ALL thal~ lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta- Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 acres, more or less, and being bounded as follows: On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the "Brickle: Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel Field Airport", and as s~own on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded in Realty Ree1411, pages 1759-1764, in said Clerk's Office (the "Airport Property"). Note: This Commitment consists of Insert pages labeled In Schedule A, Schedule B-Section 1, and Schedule B-Sectlon 2. ThlI Commitment II of no force and effect Unlesl all Ichedules are included, along with anv Rider pages Incorporated by reference In the Inlert pagel. F. 1895 . . On the East, by the Airport Property and by the right-of-way of Highland Avenue. On the South, by the right-of-way of Damascus Road; and '. On the West, by the following tracts of land: (I) property of Garren and Nordmann, as shown on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat ~ted April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by Georg(~ L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974y prepared by Baldwin &' Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, pagl~ 409, in said Clerk's Office; and (6) the Brickle Property. . , ,"" REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and nc(;Ur:ue description as (0 the metes, bounds and location <of the subject property. ,- "V '=, '- '-" Note: This Commitment consists of Insert pages labeled in Schedula A, Schedule B-Soction 1, and Schedule B-Soctlon 2. This Commitment Is of no force and offect unless alllchodulos aro Included, along with any Rider pages Incorporated by reforonco In tho Insort pagos. F.1895 . . A.L.T.A. COMMITMENT CHICAGO TITLE INSURANCE COMPANY SCHEDULE B - Section 1 Commitment Number 3146-4:JNS Requirements .. The following are the requirements to be complied with: 1. Instrument(s) creating the estate or interest to be insured must be approved, executed and filed for record, to wit: (a) Warranty Deed from Augusta-Richmond County, Georgia to Richmond County Facilities, Inc., a Georgia non-profit corporation, conveying title to subject property set forth under Schedule A, Item 3. (b) Security Deed from Richmond County Public Facilities, Inc., to Regions Bank, as Trustee pursuant to that certain Trust Indenture with Richmond County Public Facilities, Inc., conveying title to ~~bject property set forth under Sched:.ile.A, Item 3, to secure aloan-in-the,original--_. principal amount of $1,705,000.00. (c) Warranty Deed from Richmond County Facilities, Inc., a Georgia non-profit corporation, to Allgusta-Richmond County, Georgia, conveying title to subject property set forth under Schedule A, Item 3, subject to the Security Deed referenced at Item 1(b) above. 2. Payment of the full consideration to, or for the account of, the grantors or mortgagors. 3. Payment l;>f all taxes, charges, assessments, levied and assessed against subject premises, which are due and payahle. 4. Satisfactory evidence should be had that improvements and/or repairs or alterations thereto are completed; that contractor, subcontractor, labor and materialmen are all paid. 5. Evidence satisfactory to the Company that there are no parties entitled to file a lien to secure payment of real estate commissions or fees in connection with the sale of the subject property to the Proposed Insured. 6. The following must be paid, canceled and satisfied of record: a. UCC-1 financing statement naming Martha Ann B. Douglas, d/b/a Augusta Golf Course, as debtor, and Associates Commercial Corporation, as secured party, which is recorded in Reel 1014, page 1927, in said Clerk's Office. b. UCC-l financing statement naming City of Augusta, as debtor, and Associates Leasing, Inc., as ~ecured party, which is recorded in Reel 1018, pages 1547-1548, in said Clerk's Office. . . . . c. UCC-l financing statement naming Augusta-Richmond County, as debtor, and American Equipment Leasing - Golf Capital Division, as secured party, which is recorded in Richmond County, Georgia, and indexed with the Georgia Superior Court Clerk's Cooperative Authority at Fik~ No. 121-199~178. .. I . j I : ~'~.3 . . . . A.L.T.A. COMMITMENT CHICAGO TITLE INSURANCE COMPANY SCHEDULE B - Section 2 Commitment Nwmber 3146-4:JNS Exceptions .. Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company. 1. Defects, li.ens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereto but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 2. Any owner's policy issued pursuant hereto will containunde.r Schedule B the standard exceptions set forth on the inside cover. Any loan policy will also contain under Schedule B thereof, the standard exceptions set forth on the inside cover of this commitment relating to the owner's policy. . . - -3ta.'1dard.l3xceptions 2 and 3 may be remol7oo,from the policy when a satisfactory-survey and-inspectio!lo . . ~ . of the premises is made. 4. Taxes ancl assessments for the year 1998 and all subsequent years. 5. Any lien, or right to a lien, for services, labor or materials heretofore or hereafter furnished, imposed by law and not shown in the public records. This exception may be deleted or altered when the Company receives an acceptable seller's affidavit. 6. Rights or claims of parties in possession not shown by the public records. This exception may be deleted or altered when the Company receives an acceptable seller's affidavit. 7. Any conflicts, discrepancies, encroachments, access, easements, or shortages in area and boundaries which a current, accurate survey would show. 8. Exception is hereby made to the title to the property which lies within the right-of-way of Old Camp Road which transverses the subject property, which is not insured hereunder. 9. Right of Way Deed dated March 29, 1941, in favor of Richmond County, GeorgIa, which is recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 14J, page 452. 10. Right of Way DeCd dated July 18, 1941, in favor of Richmond County, Georgia, which is recorded in Realty Book 141, page 451, in said Clerk's Office. 11. Right of Way Deed dated July 28, 1941, in favor of Richmond County, Georgia, which is recorded in Realty Book 141, page 453, in said Clerk's Office. Note: On loon pollclee, junior and lUbordinote matte,., If anv, will not be reflected In Schedule B. , . . . 12. Right of V-lay Deed dated March 29, 1941, in favor of Richmond County, Georgia, which is recorded in Realty Hook 141, page 454, in said Clerk's Office. 13. Right of V,ray Deed in favor of State Highway Board of Georgia which is recorded in Realty Book 12V, page 188, in said Clerk's Office. ~ 14. Easement ,dated September 18, 1936, in favor of Georgia Power Company which is recorded in Realty Book l3FI page 172, in said Clerk's Office. t~ ~::':.;::-:;~; ~r.attnl ,ltccb Odd f6ft<!""y' rJ..";;:~;,::: :ets "liiCIr otJf'llfJIV ~"'1 record . ~ f _ e 20. and in Realty Book 4E, page 505--; budl ill ~d Cl~r~ffi~..:- 11 . 16. Title t6 thl .. ... " . t ~unicipal Golf Associatioe from Fairmont Land & Improvement Com moor 3 I, ~ rrr 9, and recorded in Realty Book 11 , . . er 's Office. Said property remains owned '11' of r-eeerd- . . ..iatiofl, a Goorgia corpor.:ltlon. _' Seeurity'--l>ood dated 1clJIU4.lY 1, lYJU. from AlIglI"r~ M'Inlcipal G~lf f.ssooiatioR, to FairmoRt Lftnct-&[ -. I I"Cnt emrpany~wrucn is 1:~rge(t in Realty Book 1 IN, page 450; in 'Said 'Clerkrs Office:;;;S-aid - ~ _ ecun )"b;;J oH!~""umber~ -thp. ~trip of land described at Item 16 above. - '-.J;.. -;:>0 ~lotG: On loan polioles, junior and IUbordinate matters, If any, wID not be refleoted In Sohedule B. z ~ ~ ~ ~ g ~ u ~ < ~ < ~ ~ ~ &1 ,;.. ''''~~ "."~. ?"AIIh.""'I'.' . I o u ~ · ^N~ ~ ~V.<Y1-0 f., 0 o ~ o () t ~ ~~ ~~ ..:> . n~S~ ~ III If. '" Jii '" ';~""?"...,,;; ~~'?:...;..%.:..~"'.:.",~?.."j<~c;;.'?.:.",~~...., !;;,.~'?"-'" '''~~~~~'?:...;,~~..~ ;;;-,....';4 ~"<q;'?"..i"r"'~'?:...,~~?"~~'?:."'~:"\ir.Ai~V...,'!~~.."j<~Wrf>~.......~'. .. . ,,t ''loCi' ~'.~i <,I ~~ ~ ~~.'~ J": ,~ .~: 1~' f,~I' :~I '~! m:. f"~"," ~~i>" ......~_>:i2~,!;-.~ ..-....,;;-". ~$-"'-~ ~A:' f.'i;.'-~ ~^",-~,;;;,-I!k. "'~.. ~-~, ..~. '-e. ;-~_~... -:......" -:- _,'"... . j I AMERICAN LAND TrrLE ASSOCIATION WAN POUCY (10-17-92) 11 0019 107 00000111 .. CHICAGO TITLE INSURANCE COMPANY !i. .,. :, '.~\ " :( :i'\j :~f f.:,i hj' .::~ -~ ~:l \~~ f~i ~'JJ ,.:;.] ,~." ;I;J (!;1. i":J 'i',J '.>J (,.) L~~ .~! "::,1 :~ .,4 ',,,,) .~.1 :Pl ;f,;, 'r~1 :~ . i , ! CHICAGO TITLE INSURANCE COMPANY :~:! ~;1~~OWILL, NORMAN & BARRETI,P.C. By: I~'I I , 801 BROAD S1REET, SUITE 700 9 i ' " I muST co. BANK BUILDING ;~ ! P.O. BOX 1564 :l; I",j AUGUSTA, GA 30913 i~ : . (706) 722-4481 !~:I I Jl If'" ,~ .u ::1' ;~ ~ BY:~ i~ .~~ -:::HJ It / fJ . :~: E~'J V~r1 ~ !..; I .. I , ~;:. J. . ". . _ _. . .. . ~~:J ;':'.; ; Il z,. . . -.-. - -.. ;.t"'.~:=--"f.~.....-:=:-~"'~-""~"";"":=.~:-r--' - -..~.-r---;;.~~ -~:'.""" -::-t:,;.-- ~-_.~-.~ ~-..- -"_-.fo- - ~"l'"" n -o!...;:O- ...-..- -.cV..- . lZ....,I-~-;~o;r:;;-7'-;;,..: ':-~'-;:-""""'. ~""~...<_~~~,:-""",~_~.,,,.,.: .'Y"..' --.....:'..'.""..< '" ~"f~~~........"!'-::"-':~~:'~.:::.._:"':-:'-""': ~~..U' ALTA Loan Policy (10-17-92) SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE , CONTAINED IN SCHEDULEB AND THE CONDillONS AND STIPULATIONS, CHICAGO TITLE INSURANCE COMPkNY, a Missouri cOIp,~Halicn;-1re~ill:::a1!~'!he Cot;!p:>~y, in:;u~s,.&S of Date-ofPolfcy shown 0- in Schedul.e A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Anydcfect in or HeB or cncumb'ranc.e'on the title; \ : - , 3. Unmarketability of the title; 4. Lack of a right of access to and from the land; 5. The illvaiidilY en unenforcez.biiity of me iierr or-the' insured mortgage Opon the title; _ _ .~ - " 6. the priority of aay. : i~n ,jj enc'umbrance over the lien of the insured- mortgage; 7. Lack of priority of the lien of the insured mortgage over any statutory lien for services, labor or material: (a) arising from an improvement or work related to the land which is contracted for or commenced prior to Date of Policy; or (b) arising from an improvement or work related to the land which is contracted for or commenced subsequent to Date of Policy and which is financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance; 8. The invalidity or unenforceability of any assignment of the insured mortgage, provided the assignment is shown'irt Schedule A, or the failure of the assignment shown in Schedule A to vest title to the insured mortgage in the named insured assignee free and clear of all liens. The Company wiu also pay the costs, attorneys' fees and expenses incurred in defense of the title or the lien of the insured mortgage, as insured, but only to the extent provided in the Conditions and Stipulations. In Witness Whereof, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as ofDa~~ of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory. . EXCLUSIONS FROM COVERAGE . The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise b:f reason of: 1. (a) Any law, ordlnancll or governmental regulation (Including but not limited to building and zoning laws, ordinances, or regulations) restrict- Ing, regulating, p(\)hlbltlng or relating to (I) the occupancy, use, or enjoyment of the land; (II) the character, dimensions or location of any Improvement now or hereafter erected on the land; (ill) a separation In ownership or a change In the dimensions or area of the land or any parcel of which ttle land Is or was a part; or (Iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental reglJlatlons, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy. . (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance 1'E!$Ultlng from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy. 2. Rights of eminent domnln unless notice of the exercise thereof has been recorded In the public records at Date of Policy, but 'lot excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value wl\hout knowledge. 3. Defects, liens, encumt,rances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured claimant; (b) not known to the C:Gmpany, not recorded In the public records at Date of Policy, but known to the Insured claimant and not disclosed In writing to the Company by the Insured claimant prior to the date the Insured claimant became an Insured 1Jnder this policy; (c) resulting In no loss or damage to the Insured claimant; (d) attaching or creat~ subsequent to Date of Policy (except to the extent that this policy Insures the priority of the lien of the Insured mortgage over anv statutory lien for services, labor or matailal);'or ' __ (e) ~~ultlng In loss Ol~ damaqe which would not have,b;:l'!~.sustalned.lf the Insured claimant had paid value for,jhe Insu~ mortgage. 4. Unenforcelli)lIIty of the hen of the Insured mortgage because of the Inability or failure of the Insured at Date of Policy, or the Inabllitj'br failure of any subsequent owner of the Indebtedness, to comply with applicable doing business laws of the state In which the land Is situated. 5. Invalidity or unenforcellbllity of the lien of the Insured mortgage, or claim thereof, which arises out of the transaction evidenced by the Insured mortgage and Is based upon usury or any consumer credit protection or truth In lending law. '6. Any statutory lien for SE!rvlces, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the "", In'sui'ed mortg8-]e) anSI nJ fro:n an Improvement or work related to the land which Is contraCted for and commenced sullsequent to Date of Policy ~ and Is not financed In whole or In part by proceeds of the Indebtedness secured by the Insured mortgage which at Date of PC?lIcy the Insured has advanced or Is obllgatE!d to advance. 7. Any claim, which arises out of the transaction creating the Interest of the mortgagee Insured by this policy, by reason of the operation of federal bankruptcy, state Inso!lfency, or slm!!ar credltors'-rightslaw,s, that Is based on:. . . !i) the transaction crl!ating the Interest of the Insured mortgagee being deemed a,fraudulent conveyance or frauql.llent ~ransfer; or (II) the subordination of the Interest of the Insured ";,,rtgagee as a result of the application oHtl(~:dootrlne of equitable subordinatloh'; or' (ili) the transaction cre.ating the Interest of the Insured mortgagee being deemed a preferential transfer except. Ylhere the preferential transfer results from the failure: (a) to timely record the Instrument of transfer; or (b) of such recordation to Impart notice to a purchaser for value or a Judgment or lien creditor. CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS The following terms when IJsed in this policy mean: (a) "insured"; the insured named in Schedule A. The term "insured" also Includes (i) the owner of the indebtedness secured by the Insured mortga,ge and each successor in ownership of the indebtedness except a successor who is an obligor under the provisioJns of Section 12(c) of these Conditions and Stipulations (reserving, howeo'er. all rights and defenses as to any successor that the Company would haVl~ had against any predecessor Insured. unless the successor acquired the Indebtedness as a purchaser for value without knowledge of the asserted defect, lien, encumbrance, adverse claim or other matter insured against by this policy as affecting title to the estate or interest In the Iand); (iij any governmental agency or governmental Instrumentality which is an Insurer or guarantor under lln insurance contract or guaranty Insuring or guaranteeing the indebtednemi secured by the Insured mortgage, or any part thereof, whether named as an Insured herein or not; (iil) the parties designated in Section 2(a) of these Conditions and Stipula" tions, (b) "insured claimant": an insured claiming loss or damage. (c) "knowledge" or "known": actual knowledge, not constructive knowl- edge or notice which may be imputed to an insured by reason of the public records as defined in this polcy or any other records which impart construc- tive notice of matters affecting the land. (d) "land": the land descrbed or referred to In Schedule A, and improve- ments affixed thereto which t,y law constitute real property. The term "land" does not Include any propelty beyond the lines of the area described or referred to in Schedule A, nor any right, title, Interest, estate or easement In abutting streets, roads, avenues, alleys, lanes, ways or waterways, but noth- Ing herein shall modify or limit the extent to which a right of access to and from the land Is insured by this policy. (e) "mortgage": mortgage, deed of trust, trust deed, or other security Instrument. (I) "public records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1 (a)(iv) of the Exclusions From Coverage, "public records" shall also include environll)ental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) "unmarl<etability of the title": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A or the Insured mortgage to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE (a) After Acquisition of Title. The coverage of this policy shall continue in force as of Date of Policy In favor of 0) an Insured who acquires all or any part of the estate or Interest in the land by foreclosure, trustee's sale, conveyance in lieu of foreclosure, or other legal manner which discharges the lien of the insured mortgage; Oil a transferee of the estate or interest so acquired from an insured corporation, provided the transferee is the parent or wholly-owned subsidiary of the insured corporation, and their corporate successors by oper- ation of law and not by purchase, subject to any rights or defenses the Com- pany may have against any predecessor insureds; and (iii) any governmental agency or governmental Instrumentality which acquires all or any part ~f the estate or Interest pursuant to a contract of Insurance or guaranty Insunng or guaranteeing the indebtedness secured by the Insured mortgage. (b) After Conveyance of Title. The coverage of this policy shall c?ntinue In force as of Date of Policy in favor of an insured only so long as the Insured retains an estate or Interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the Insured, or only so long as the insured shall have. liability by reason of covenants of warranty made by the Insured In any transfer or conveyance of the estate or Interest. This policy shall not continue In force In favor of any purchaser from the insured of either 0) an estate or Interest In the land, or (II) an Indebtedness secured by a purchase money mortgage given to the Insured. . . LOAN FORM. CHICAGO TITLE INSURANCE COMPANY SCHEDULE A OFFICE FILE NUMBER: POUCY NUMBER: DATE OF POUCY: AMOUNT OF INSURANCE: 3146-4:JNS 11 001910700000111 July 2,1998 at 4:55 p.m. $1,705,000.00 .. 1. Name of Insured: ....~ '"--." -~ Regions Bank, 'as Trustee pursuant to that certain Trust Indenture 'with Richmond eoURty -:- - . . Puhlic Facilities, Inc., a Georgia non-profit corporation, dated as of June 1, 1998 2, , The estate or interest in the land which is .encumbered by the rnsured mortgage is: Fee Simple 3. -, TiLe to ihe estate 'Jr interest in the land is vested in~~' __ .-.---...& Au,gusta, Georgia 4. The insured mortgage and assignments thereof, if any, are described as follows: De:xl to Secure Debt and Security Agreement from Richmond County Public Facilities, Inc. to Regions Bank, as Trustee pursuant to that certain Trust Indenture with Richmond County Public Facilities, Inc., a Georgia non-profit corporation, dated as of June 1, 1998 in the original principal amount of$I,705,000.00 , recorded on July 2, 1998, at 4:55 p.m. in ]Realty Reel 601, pages 2395-2407, in the Office of the Clerk of Superior Court of Richmond County, Georgia. 5. The land referred to in this Policy is described as follows: ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-Richmond County, Georgia, lying on the western side of Highland AVI~ue, containing 142.00 acres, more or less, and being bounded as follows: On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and property of Samples, which property is shown as a consolidated tract ofland on a plat recorded the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the "Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the "Airport SCHEDULE A Loan Form (Rev. 1/89) This Policy valid only If Schedule B Is attached. . . Property"). On the East, by the Airport Property and by the right-of-way of HigWand Avenue. On the South, by the right-of-way of Damascus Road; and On lhe West, by the following tracts of land: (1) property of Garren and Nordmanft, as shown on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue whiGh is shown on a plat dated April 17, 1989, prepared by James G. swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property of Donahue-which is shown on a plat dated February 2; 1989, prepared by George L. - Godman & Associates and fecor~ed in R~ty Rxl 305, page 1439 ,.ill said .Clerk' s Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat datyd November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-Richmond County, Georgia acquired by deed oated August 4, 1994, and. recorded in Realty Reel 467, pag~s~__, __ 37c.-372l in said Clerk's Office; and shown-on that certain. plat recorded in Realty Book . 17B, page 409, in said Clerk I s Office; and (6) the Brickle Property.' . c' - '. REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and accurate description as to the metes, bounds and location of the subject property . . . LOAN FORM CHICAGO TITLE INSURANCE COMPANY SCHEDULE B Policy Number: 11001910700000111 EXCEPTIONS FROM COVERAGE .. This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: Special Exceptions: 1. Taxes and assessments for the year 1998, and all subsequent years. 2. Any lien, or right to a tien, for services, labor or materials heretofore or hereafter furnished, imposed by law and not shown in the public records. 3. Ri.ghts or e!aims of pa...rties in possession not shawn by the public records. 4. Any conflicts, discrepancies, encroachments, access, easements, or shortages in area and boundaries which a current, accurate survey would show. 5. Exception is hereby made to the title to the property which lies within the right-of-way of Old Camp Road which transverses the subject property, which is not insured hereunder. 6. Right of Way Deed dated March 29, 1941, in favor of Richmond County, Georgia, which is recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia, in ~ealty Book 141, page 452. 7. Right of Way Deed dated July 18, 1941, in favor of Richmond County, Georgia, which b: recorded in Realty Book 14J, page 451, in said Clerk's Office. 8. Hight of Way Deed dated July 28, 1941, in favor of Richmond County, Georgia, which i:i recorded in Realty Book 141, page 453, in said Clerk's Office. 9. Eight of Way Deed dated March 29, 1941, in favor of Richmond County, Georgia, which i:; recorded in Realty Book 141, page 454, in said Clerk's Office. 10. Right of Way Deed in favor of State Highway Board of Georgia which is recorded in Realty Book 12V, page 188, in said Clerk's Office. Schedule B of this Policy consists of 2 page(s). SCHEDULE B (EXTENDED COVERAGE) Loan Fonn -1967 (Rev. 1189) . . 11. EaSi~ment dated September 18, 1936, in favor of Georgia Power Company which is recorded in Realty Book 13F, page 172, in said Clerk's Office. .. , Schedule B of this Policy consists of 2 pagels). SCHEDULE B (EXTENDED COVERAGE) loan Fonn - 1987 (Rev. 1/89) . (c) Amount of Insurance. The amount 01 insurance alter the acquisition or alter the conveyance shall 11 neither event exceed the least of: (i) the Amount of Insurance stated in Schedule A; (iij the amount of the principal of the indebtedness secured by the insured mortgage as of Date of Pc,licy, interest thereon, expenses of foreclosure, amounts advanced pursuant to the insured mortgage to assure compliance with laws or to protect the lien of the insured mortgage prior to the time of acquisition of the estate or interest in the land and secured thereby and reasonable amounts expencled to prevent deterioration of improvements, but reduced by the amount of all payments made; or (iiij the amount paid by uny govemmental agency or governmental instru- mentality, if the agency'or in:>trumentality is the insured claimant, in the acqui- sition of the estate or intere:;t in satisfaction of its insurance contract or guar- anty. 3. NOTICE OF ClAIM TO BE GIVEN BY INSURED CLAIMANT The insured shall notify tile Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of anv claim of title or interest which is adverse to the title to the estate or interest e,r the lien ofthe insured mortgage, as insured, and . which might cause loss or damage for which the CompailY maybe liable. by virtue of this policy, .or .(iii) if title to the estate or interest or the lien of the illsured mortgage; as insur,:ld, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the ri!Jhts of any insured under this policy unless the Company shall be prejudiclld by the failure and then only to the extent of the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS;. DUTY OF INSURED CLAIMANT TO COOPERATE -'_ ..(a) Upon writte.n I~yest by the ins..ured a':ld subiect_to the options con- . tained in SectionS of these Conditions and Stipulations, thecompany, at its own cost and without unreasonable delay, shall provide for the.~fense of an insured in litigation in which any third i'8rty asserts a claim adverse to'the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbranCE! or other matter insured against by this policy. The Company shall have the ri!lhtto select counsel of its choice (subject to the right of the insured to objecl for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirclble to establish the title to the estate or interest or the lien of the insured mon.gage, as insured, or to prevent or reduce loss or damage to the insured. ThE' Company may take any appropriate action under the terms of this policy, whether or nolit shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the COmpany shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or perrnitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent juris- diction and expressly reserves the right, In its sole discretion; to appeal from any adverse judgment or order. (d) In all cases where thi:; policy permits or requires the Company to prose- cute or provide for the defense of any action or proceeding, the Insured shall secure to the Company thE! right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of th,~ insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Com- pany all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosElcuting or defending the action or proceeding, or effecting settlement, and (I:) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or Interest or the lien of the insured mortgage, as Insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to t 1e insured under the policy shall terminate, includ- ing any liability or obligatic'n to defend, prosecute, or continue any litigation, with regard to the matter er matters requiring such qooperation. 5. PROOF OF LOSS OR DAMAGE In addition to and alter the notices required under Section 3 of these Condi- tions and Stipulations ha~e been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 90 days ulter the Insured claimant shall ascertain the facts gMng rise to the loss or dclmage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possibhl, the basis of calculating the amount of the loss or damage. If the Company iH prejudiced by the failure of the insured claimant to .. provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obliga- tion to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reason- able times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or alter Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any author- ized representative of the Company, the insured claimant shall grant its per- mission, in writing, for any authorized representative of the Company to exam- ine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Com- pany, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or-grant permission 'fo secure-reasonably necessary information from third parties as required in this paragraph, unless prohibited by law or gov&;nmei~$1 fe.julatian, :itiall terminate any liability of the Company' under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY ... In. case of a claim under this policy, the Company shall have the following additional opHons: . , (a) To Payor Tender Payment of the Amount of Insurance or to Purchase the Indebtedness. (i) to payor tender payment of the amount of insurance under this policy together with goy costs, attorney~' lees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender 01 payment arid which' the Company is obligated to pay; or -. ~i) to purchase the indebtedness secured by the insured mortgage lor the amount owing thereon together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time 01 purchase and which the Company is obligated to pay. If the Company offers to purchase the indebtedness as herein provided, the owner 01 the indebtedness shall transler, assign, and convey the indebted- ness and the insured mortgage, together with any collateral security, to the Company upon payment there lor, Upon the exercise by the Company of either of the options provided for in paragraphs a(i) or ~i), all liability and obligations to the insured under this policy, other than to make the payment required in those paragraphs, shall terminate, including any liability or obligation to defend, prosecute, or con- tinue any litigation, and the policy shall be surrendered to the Company for cancellation. (b) To Payor Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to payor otherwise settle with other parties for or in the name of an Insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses Incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company Is obligated to pay; or (ii) to payor otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attomeys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay, Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i) or (ii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prose- cute or continue any litigation, 7. DETERMINATION AND EXTENT OF LIABILITY This policy Is a contract of indemnity against actual monetary loss or dam- age sustained or Incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of: (i) the Amount of Insurance stated In Schedule A, or, if applicable, the amount of Insurance as defined in Section 2 (c) of these Conditions and Stipulations; (iQ the amount of the unpaid principal indebtedness secured by the Insured mortgage as limited or provided under Section 8 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage Insured against by this policy occurs, together with Interest thereon; or , . " (iil) th,e differe~ between the value of the insured estate or interest as Insured and the value of the Insured estate or i. subject to the defect, lien or encumbrance insured against by this pol (b) In the event the Insured has acquired the esta e or interest In the manner described in Section 2(a) of these Conditions and Stipulations or has con- veyed the title, then the liability of the Company shall continue as set forth in Section 7(a) of these ConditillOS and Stipulations. (c) The Company will pay IlOly those costs, attorneys' fees and expenses Incurred In accordance with ::;ection 4 of these Conditions and Stipulations. 8. UMITATION OF L1ABILn"Y (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures tho lack of a right of access to or from the land, or cures the claim of unmarketability of title, or otherwise establishes the lien of the Insured mortgage, all as Insured, in a reasonably diligent manner by any method, Including litigation and the completion of any appeals therefrom, it shall have fully performed ilS obligations with respect to that matter and shall not be liable for any loss or damage caused thereby, (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or dam- age until there has been a fina.1 determination by a court of competent jurisdic- tion, and disposition of all appeals therefrom, adverse to the title or to the lien of the Insured mortgage, as insured. (cl The Company shall not be liable for loss or damage to any insured for liability volunta~ly assumed bV the Insured in settling any claim or suit without the prior written COl1sel1t of the Company. (d) The Company shall not be liable for: (i) any indebtedness created subse- quent to Date of Policy except for advances made to protect the lien of the insured mortgage and secure-j thereby and reasonable amounts expended to prevent deterioration of improvements; or (ii) construction loan advances made subsequen! to Datl3 of Policy, except construction loan advances made subsequenfto Date of Policy fl)r the purpose 01 financing in whole or in part the. construction of an improverr.ent to the land which at Date of Policy were secured by the insured mortgage and which the insured was and continued to be obligated to advance at and after Date of Policy. -~. :tEDUC~ION Of :rJSt:Rr.NCf:; R::DUCTlON OR TERMIffATlON OF UABILITY la) All j}ayments under this policy, except payments made for costs, attor- neys' fees and expenses, shall reduce the amount of the insurance pro tanto. However, any payments mad,~ prior to the acquisition of tille to the estate or interest as provided in Section 2(a) of these Conditions and Stipulations shall not reduce pro tanto the amount of the insurance afforded under this policy except to the extent that the payments reduce the amount of the indebtedness secured by the insured mortgage. (b) Payment in part by any person of the principal of the indebtedness, or any other obligation secured by the Insured mortgage, or any voluntary partial satisfaction or release of the insured mortgage, to the extent of the payment, satisfaction or release, shall reduce the amount of insurance pro tanto. The amount of insurance may th(lreafter be increased by accruing interest and advances made to protect the lien of the insured mortgage and secured thereby, with interest thereon, provided in no event shall the amount of insur- ance be greater than the Aml)unt of Insurance stated in Schedule A. (c) Payment in full by any person or the voluntary satisfaction or release of the Insured mortgage shalltorminate all liability of the Company except as provided In Section 2(a) of thl~se Conditions and Stipulations. 10. LIABILITY NONCUMUL"TIVE If the Insured acquires titln to the estate or interest in satisfaction of the Indebtedness secured oy thl~ Insured mortgage, or any part thereof, it is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy Insuring a mortgage to which exception Is taken in Schedule B or to which the Insured has agreed, assumed, or take n subject, or which Is hereafter executed by an Insured and which is a charge or lien on the estate or interest described or referred to In Schedule A, and the amount so paid shall be deemed a payment under this policy. 11. PAYMENT OF LOSS (a) No payment shall be made without producing this policy for endorse- ment of the payment unless the policy has been lost or destroyed, In which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the el:tent of loss or damage has been definitely fixed In accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 davs thereafter. 12. SUBROGATION UPON PAYMENT OR SETTLEMENT (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest In the Company unaffected by any act of the Insured claimant. The Company shall be sllbrogated to and be entitled to.all rights and remedies which the Insured c:lalmant would have had against any person or property In respect to the claim had this policy not been Issued. If requested by the Company, the Insured claimant shall transfer to the Company all rights FIeorder Form No. 8257 (Rev. 10-17-91) and remedies against ~n rson or property necessary in order to perfect this right of sub rogatio Insured claimant shall permit the Company to sue, compromise or se he name of the insured claimant and to use the name of the insured claimant in any transaction or litigation Involving these rights or remedies, If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to all rights and remedies of the Insured claimant after the Insured claimant shall have recovered Its principal, Interest, and costs of collection. (b) The Insured's Rights and LImitations. Notwithstanding the foregoing, the owner of the Indebtedness secured by the Insured mortgage, provided the priority of the lien of the insured mortgage or Its enforceability Is not affected, may release or substitute the personal liability of any debtor or guarantor, or extend or otherwise modify the terms of payment, or release a portion of the estate or interest Mom the lien of the Insured mortgage, or release any collateral security for the Indebtedness. When the permitted acts of the insured claimant occur and the insured has knowledge of any claim of title or interest adverse to the title to the estate or interest or the priority or enforceability of the)en of the insured mortgage, as insured, the Company shall be required to pay only that part of any losses Insured against by this policy which shall exceed the amount, If any, lost to the Company by reason of the impairment by the insured claimant of the Compa- ny's right of subrogation. .- .. ' (c) The Company's Rights Against Non-lnsured Obligors. . The Company's right of .subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indem- nities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subroga- tion rights by reason of this policy. The Company's right of subrogation s!,all not be avoided by acqu:sllion of. the insured mortgage by an obligor (except an obligor described in Section' 1 (a)Qi) of these Conditions and Stipulations) who acquires the insured mort- gage as a result of an indemnity, guarantee, other policy of insurance, or bond and the obligor will not be an insured under this policy, notwithstanding Sec- tiorr-1(a)(i}.of these'Oanditions-and'Stipolatiol'ls. . -'-'- ~- --,- --. 13. ARBITRATION Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Tille Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connec- tion with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount 01 Insurance is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitra- tion pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party, Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Tille Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 14. LIABILITY LIMITED TO THIS POUCY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements,lf any, attached hereto by the Company is the entire policy and contract between the insured and the Com- pany. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, 8:nd which arises out of the status of the lien of the Insured mortgage or of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made ex~pt by a writing endorsed hereon or attached hereto signed by either the PreSident, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 15. SEVERABILITY In the event any provision of this policy Is held invalid or unenforc~a!>le under applicable law, the policy shall be deemed not to include that proVISIon and all other provisions shall remain in full force and effect. 16. NOTICES, WHERE SENT All notices required to be given the Company and any statement in writi.ng required to be furnished the Company shall Include the number of this polICY and shall be addressed to the Company at the IssulnQ office or to: Chicago Title Insurance Company Claims Department 171 North Clark Street Chicago, illinois 60601-3294 THIS RNAHCINO S-TATEUEHT IS PltESENTED TO A RUN TO THE UNFOR" CO....ERaAl C ODE, aTATE OF GEO , A. o.blor Name and Mallng Add,...: CEA FOR RUNG PURSUANT . Richmond County Public c/o Mr. James B. Wall 454 Greene Street Augusta, GA 30901 1 B. Enler Soc:I&I Sec:utty ITa D , _ 58- 6 0 0 0 8 81 o ndlvldua' (lul, FIrst, Middle Namel XI Bullnell (legal Bwlne.. Nanwl Facilities, Inc. 2A. o.blor Name and....1ng Add,.,a: Ie. DChKk. ueqlC under hem 8 o individual (lul, Flnt, Middle Namll o 1IvI1_ (legal Bwlnell NamI) 2B. Enler SocIal Sec:urlly ITa D . . 3A. Debtor N..... and t.taning Add,...: , : I . . .. . . . . I . . . 2C. OChKk. u~ under hem 8 o individual (laal. Firat, Middle Name) o Buslnen (legal Bualnell Name) 6. AIIIgIlH Name and MaRing Add'.1 o IndMdual (laal, Firat, Middle Nama) o BUl1ne11 (legal Bualnall Namal 39. Enler SocIal Sec:urlly ITa D . . 4. Secu,ed Party Name and Mall!t\g Addrell: 3C. 0 Checll . 8ll~ under him 8 o Individual (laal, Firat, Middle Name) :lJ BUllneu (legal Bualneu Name) 8. Exceptions tor SocIal SecurtlyfTax 101 - O.C,Q.A. 11.9-402(9): Fonanclng S1alem~ filed 10 perfec1 a securlly Interest ... coRaltlfal already lubject to a ~ Inttlfesl ... lInOther jurtsdlclion wilen Ills brought InIo this stale or when !he debtor's Ioca1Ion Is changed 10 this slale, or !he debIot Is nol requWed to hIM! such a number. 7. 0 Check Only It BOTH: (Q Collateral Is consumer goods as defined In O,C,G.A. '1.~109 and (n) the l&CUred obllgallon Is originally $5,000 or leu. and give maturhy dale (MONTHiOAYI YEAR) Of Ilate .NOIle. Regions Bank, as Trustee Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 8. Checlt ONLY. applicable. A. 0 Collateral on Consignment. B.O CoIlal8ra' on lease. gA. Thll financlng ltaI8nwnt cove.. th. following IypeI Of Item& of coUlleral: ~. Enter COllateral code(l) from back c/ form lhal belt deac:rbes collateral covered by thll filing: See Exhibit nAil Attached Hereto and Made a Part Hereof ga. D Produela 01 collateral are aIIo covered 10, Check I IPPllcable and Include ,easonable deacr\:ltion of the real .1a18 ... Item llA: A.O Crop. growtng or 10 be gR-. 8.0 UIneraIa or lh8 .... (k>c:ludlng 01 and gu) or accounta aubjed to O.C.G.A. '1'~'03(5). 11. Name of the Record Qwnef(I) C. Record lMaee(.) (II debtOf doea not have an 1n18r811 oll8COfd In the real8llale): Richmond County Public Facilities, Inc. 12. County Of Counties ... which Ill.. aIlClC18d real 8IIal8 .. located (MUll be ldentlled . fling __ crops, mIn8raI Of lIx1urea): Richmond 13. Thla ltal.nwnlll flied wlIhoUllhe deb!otl Ilgnatu,.lo perled. aecurlty InlerllS1 ... colIlI8Ial (check only II applicable): A. 0 already aubIed to a MCU.1ty Int_t ... _'- Jurladlc1lon .....n It _ brought Inco Ihll 11II. or deblot'a location changed to thll It1l8: 9. 0 whlch II pIOCIMdl of th. Cil1g1na1 coIIaleral d8lClbed IboY8 In which a lec:urlty .....r..t .11 perlecled; C. 0 II to which IIIe fling haa 'apaed; D.O acqund aIl8r a chang. 01 dabtOC'I name, ldentlly Of corporat. Itructure; Of E. Ddescrtlitd kla leady agrMm8nl, rNl8IIal8 mongage anachitd '*-'0 In accord..- wtlh O.C.G.A. 11.g...(02(1). . 14. Slgnature(l) CII Oeblo'(I) 15. Signature(l) 01 Secured Part)'(1ea) go. Number of addttionaJ sheell presented : CXl FIxture tHing purauant to O.C.G.A. 1 t -0-313. -, STATE OF GEORGIA. FINANCING STATEMENT UCC-1 (REVISED 1/1/1995) FORM MUST BE TYPED. READ INSTRUCTIONS ON BACK BEFORE FILUNG OUT FORM. L ..J aTAIlCIARO FORM ucc., . APPAOYI~O ",,'ees BY OEOAOIA aUPERIOA COURT Cl.EAK.- COOPERATIVE AUTHORITY n A n-r.. .-11 ,...,.... "'\1::-='''''1::" ,...."nv . . EXHIBIT "A" All right, title and interest of the Debtor in and to the Public Purpose InstaI1ment Sale Agreement dated as of June 1, 1998 between the Debtor, as seIler, and Augusta, Georgia, as buyer (the "lnstallment Sale Agreement"), the Instalhnent Payments and the Debtor's interest in the Project (including the interest retained in the Reverter Deed and the Funds and Accounts and Moneys on deposit in the Certificate Payment Fund. The capitalized terms used herein are as defined in the Installment Sale Agreement. U"NIFORM COMMERCIAL COJiJli - FINANCING STATEMENT -. FOR.CC-1 (Revised 1/1/19~5) , . Form mu~_ Read instructions on back before mllng orm. . 209'51 THIS RNANClNG STATEMENT IS PRESENTED TO A RUNG OFRCER FOR RUNG PURSUANT TO THE UflFORM COYMERQAl COIle. STATE Of GEORGIA. . ,A. 0ebI0r Name and MaIling Addr...: 0 IndIvIcklaI (laat. FIrat. MI6dIe Nam.) 1fI8ua1Ma (legal o..1neaa Name) Facilities, rnc. Richmond County Public c/o Mr. James B. Wall 454 Greene Street Augusta, GA 30901 1 a. Enter 8oc:Ial Sec:UI9ly ITu 1>1 5 8 - 6 0 0 0 8 81 2A. 0ebI0r Name and ~Ing Addrw.: 1C. CChect I... under Ilem 8 C individual (laat. Fbt. MI6dIe Nam.) o Dual_ (legal 0....... Nam.) 28. Enr<< SocIal SecurCIy /Tu D , SA. Debtor Name and UalIIng Addr...: , :r. - , o -.-,,r.cal:It . !11,.r.lIlH.l.'.. 2C. 0 Chectl . ..... under Item 6 o IndMduaI (laat. Fbr. Middle Name) o EIuaIMM (legal 0....... Name) 5. AulgMe Name and MaBlng Addr.... o Indlvldual (laIl, Flral, Middle Namo) o Buslneu (legal Bualness Name) 28. Enr<< SocIal Socurlly /Tu 10 II 4. Socured pany Namo and Malllng AddrC3U: 3C. 0 Ch8ck . "'erI1ll under 110m 6 C individual (laat. Flrar. Middle N81Il8) 1fI Bual_ (legal Oualoou Nama) 6. Exceptions lor SoclaI Sea.rity/Tax IDI - O.C.GA 11-9-C02(9): financing Stat~ filed to polfec:t a aecu1ly InCerest .. coBaIeral already acAljed to a ~ lnIoresr .. another jurisdictlon when Ills brought in(o /his state or when !he cIebIor's loeaIIon is Changed to /his .late, or !he debtor is not req<*ed to haYe BUCfl a number. 7. C CIleck Only. BOTH: (Q Collateral Ie consumer goods 115 defined In O,C.G.A. 11.~109 and (II) the secured obligation Is originally $5,000 or Iesa, and glvlll malurily dale (MONTHIOAYI YEAR) or alate -None- 6. CIleck ONLY. applicable. A. 0 CoIlal8ral on Consignment. B.D Collateral on Lease. Regions Bank, as Trustee Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 IA. This Dnanclng 8Ullom9nt c:overa /he loIIowIng l)'pea 01 ..,.. of coIaIeral: See Exhibit liB" Attached Hereto and Made a Part Hereof 9C, Enter ooIIaJeraJ code(s) from back 01 form that best d...crbes collateral covered by this filing: lIB.. 0 PtoducIs of coIatoral atO also C< MIflId. 10. Ch8ck I appIIc:abIll and nduclQ INIIOl1ab1e ~ of Che rut ..Iale In bin llA: A.CCR!pa growIrlg 01'10 be 1Irvwn. aD MIneraIa or die IU (IndudIng 01 and ga) Of IlCIClOl.WlIa ~ 10 o.c.G.A. 1'-~103(5). 11. NMle of the Rec:ofd <>-er(.) Of Rfcord I.aaee(.) (I debcor cloea /MIl haw an InIerMl 01 record In the realltSlale).: Richmond County Public Facilities, Inc. 12. CGunly 01 CocmIIelIIn wfIIcfllhe an.1CI8d IlI8IlIIIlIM II located (Muat be Id8ntIilIcII fIklg __ CflI\lS,"*'era! or Ib:Iuresl: Ril'hmnnr'l 11 TIlls atalement Is fled without the cleblors ~ to per1ed. -ttr Inlafestln COIaIeraI (chedt oriy 1\ ~): A. 0 aRady aubted to a MCUrty Ir._t .. __ )ufIadIcIIon -"en It _ brougId InIo \ilia alai. or cIebIor's location changed to this .laIe; B. DwlIIch Is pIOO!>llda 01 Che orlglr.'" COIaIeraI NeaIIed ___In wflIch a MCUrty -.-... perfacled; C. C. 10 wftIch IJIe fling haa \ap&ud; 0.0 acquired attcr a chang. of datJtOl"I name, IdentIfr or c:orporaIe IlrUcIure; or Eo Cdeactlled In a.ecurlly agtHRBI'II' real NtaIIIIlDI1gaQ8 aItaCfIed herelo In accordanc:e wfIh O.C.G.A. 11.1-402(1). 14. S1gnatl1re(.) of Ollblor(s) 15, Slgnature(.) 01 Secured P8I1)'(1eI) 90. Number 01 .cld~ional sheeta presented : c:xJ Fixture fling purwant to O.C.GA 11.~313. w~:.~ President .., STATE OF GEORGIA. FINANCING STATEMENT UCC-1 (REVISED 1/1/1995) FORM MUST BE TYPED. . . EXIllBIT "B" All buildings, structures and improvements of every nature whatsoever now or hereafter situated on the land described in Exhibit "A" (the "Land"); and all right, title and interest of the Debtor in ~ill fixtures, machinery, building supplies and materials and all other articles of property of every kind and nature acquired with proceeds of the Richmond County Public Facilities, Inc. Certificate~; of Participation (Augusta Golf Course Project) Series 1998, and constituting the "Project" described in the Public Purpose Installment Sale Agreement dated as ofTtine 1, 1998 between th,e Debtor and Augusta, Georgia; and all extensions, additions, improvements, betterment;, renewals and replacements, substitutions, or proceeds of any of the foregoing constituting proceeds acquired with cash proceeds of any of the property described hereinabove; flowers, shrubs, crops, trees, timber and other emblements now or hereafter located on the Land, whether now owned or hereafter acquired by the Corporation and all proceeds of any of the property d€::scribed above. . . EXlUBIT "A" U Co. L ~ II\> P. (\jc...l N c,. ~T Al' eM E.N T ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 acres, more or less, and being bounded as follows: On the: North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and property (If Samples, which property is shown as a consolidated tract of land on a plat recorded the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the WBrickle Prop4~rtyW); and (2) by property of Augusta-Richmond County, Georgia known as the wDaniel Field AirportW, and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the W Airport PropertyW). On the East, by the Airport Property and by the right-of-way of HigWand Avenue. On' thc~ South, by the right-of-way of Damascus Road; and On th(~ West, by the following tracts of land: (1) property of Garren and Nordmann, as shown on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's OffiC(~; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490. pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated Novemher 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta- Richmond County, Georgia acquired by deed dated AugUst 4, 1994, and recorded in Realty Reel 467, pages 370-37:~, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle Property. REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and accurate description as to the metes, bounds and location of the subject property. TIIE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richmond County, Georgia. SAIl) property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject property in a general north-south direction. . Secre1tary of State Corpc'rations Division Suite :315, West Tower 2 Martin Luther King Jr., Dr. Atlanta, Georgia 30334-1530 . DOCKET NUMBER CONTROL NUMBER DATE INC/AUTH/FILED: JURISDICTION PRINT DATE FORM NUMBER 981750791 9002486 02/07/1990 GEORGIA 06/24/1998 211 ~ HULL, TOWILL, NORMAN & BARRETT DOUGLAS D. BATCHELOR 801 BROAD STREET, 7TH FL. AUGUSTA GA 30901 CERTIFICATE OF EXISTENCE I, Lewi sA, Massey, the Secretary of State of the State of Georg i a, do hereby certify und~r the seal of my office-that =.. RICHMOND COUNTY PUBLI C FAt I LI T! ES... I NC. A DOMESTIC NONPROFIT CORPORATION "."'G-..J was formed in the jurisdiction stated above or was authorized to transact business in Georgia on the above date. Said entity is in compl iance with the appl icable filing and annual registration provisions of Title 14 of the Official Code of Georgia Annotated and has not filed articles of dissolution, certificate of cancellation, or any other similar document with the office of the Secretary of State. This certificate relates only to the legal existence of the above-named entity as of the date issued. I t does not cert i fy . whether or not a not i ce of intent to dissolve, ;an application fo'r withdra~al~'~ 'statement of commencement of winding up, or any other similar document has been filed or..js pending with the Secretary of State." This certificate is issued pursuant to Title 14 of the Official Code of Georgia Annotated and is prima-facie evidence that said entity is in existence or is authorized to transact business in this state. h~A.1~SE1~ SECRETARY OF STATt . . OFFICER'S CERTIFICATE AS TO SOI(cX3) STATUS Th(: undersigned, Secretary of Richmond County Public Facilities, Inc., a Georgia nonprofit corporation ("RCPF') hereby acknowledges and agrees that the firm of Hull, Towill, Norman & Barrett may rely on this Certificate in rendering its opinion in connection with the issuance of the SI,705,000 of Richmond County Pu1?lic Facilities, Inc. Certificates of Participation (Augusta Golf Course Project) Series 1998. I HEREBY CERTIFY, as follows: 1. RCPF is an organization described in Section 501(c)(3) ofthe Internal Revenue Code of 1986, as amended (the "Code") and is exempt from federal income taxation under Section 50 1 (a) of the Code no part of the net earnings of which inures to the benefit of any person. 2. RCPF is not a "private foundation" as defined in Section 509 of the Code. 3. Attached hereto as Exhibit "N' is a true and correct copy ofa letter dated May 9, 1990 from the Internal Revenue Service to RCPF confirming its status as an organization described in Section 501(c)(3) of the Code. Such letter has not been modified, limited or revoked. 4. The facts and circumstances forming the basis for the letter referred to in paragraph (3) above continue in all material respects to exist as represented to the Internal Revenue Service. This the 2.~ day of July, 1998. . , , Internal R~venue a,ee ~lol<!JU,.l.I.L... "A;." Departme'ot the Treasury Washington, DC 20224 Richmond County Public Facilities, Inc. ~ 454 Green Street Aug'usta, Ga. 30901 Person to Contact: Mr. Kolbe\ Odoms 202-566-3951 Telephone Number: Refer Reply to: ~ E:EO:R:1-1 Date: Employer Identification Number: Key District: Accounting Period Ending: Foundation status Classification: Form 990 Required: MAY 9 1900 58-1886508 Atlanta December 31 509(a)(3) Yes Dear Applicant: Based on information supplied, and assuming your Operations will be as stated in your application for recognition of ex-emption, we ~ave detennined }_ou are exem~!= ~~o~ federal ~income _. _ -- ,-.-- .--=-tax under -s-ect~on_501(a) of.tne_In~~rnal Revenue Code as an organizC'.t.1.on described in s-ection 50l(c) (3)~' 0:-. We have further determined that you are not a private foundation within the meaning of section 509(a) of the Code because you are an organization described in the section(s)' above. ) If your sources of support, or your purposes, character or m€:thod of operation change, please let your key district kno':' so that office can consider the effect of the change on your exempt st:atus and foundation status. ~n the case of an amended document or bylaws, please send a ~opy tit. the amended document or bylaws to your key dif:!trict. Alsc;>, ..you..should inform your key District.. Dlrector of all changes in'your naJ:ll~-or address. Unless you are an instrumentality or otherwise specifically e)c:cepted, beginning January 1, 1984, you are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more .you pay to each of your elnployees during a calendar year. . ~ou are not liable for the tax ilnposed under the Federal Unemployment Tax Act (FUTA). However i:E you are a wholly-owned instrumentality of a state or politic~l sl~division of a state, and social security coverage is desired fior your employees, the coverage may be obtained only by an al;;Jreement between the state and the Secretary of Health and Human Services, entered into under section 218 of the Social Security Act, as amended. Generally,' employees hired after March 31, 1986, are subject to the Medicare portion of the social security tax if they are in a group not covered by an agreement with the Secretary of Health and Human Services. J ... !.i,:'. H' r. t- ~. -rt.~ ~ ..\.... ;$" ',' ~t\' . .~ . . - 2 Richmond County Public Facilities, Inc. ~ Any questions that you may have as to whether you are an ins1trumentality of a state or a political subdivision thereof should be addressed to the Internal Revenue Service, Office of the Associate Chief Counsel (Technical), Attention: CC:FI&P, P.O. Box 7604, Ben Franklin station, Washington, D.C;"20044. Unless you are an instrumentality you are required to file Fo~m 990, Return of Organization Exempt From Income Tax, if your gross receipts each year are normally more than $25,000. Such returns are not required to be filed by organizations that are instrumentalities of a state or a p'olitical subdivision thereof, the income of which is excluded from gross income pursuant to . sectiolLl15 _ ot. the Cod~., If you believe_your income. is excl-udea.-' . "-f.rom_ grq~s..Jncome. pursuant to section '115 of 'the Code;~ y-ou. should-- ... request an appropriate ruling from the_ Office-lJf Chief Counsel, as indicated above. . If you are required to file Form 990, but your gross receipts each year are not normally more than $25,000, we ask tha.t you establish that you are not required to file Form 990 by conlpleting Part I of that Form for your first year. Thereafter, YO\Jl will not be required to file a return until your gross rec:eipts exceed the $25,000 minimum. For guidance in determining if your gross receipts are "normally" not more than the $25,000 lindt, see the instructions for the Form 990. If a return is re~~ired, it must be filed by the 15th day of the fifth month aft:er the end of your annual accounting period. A penalty of $10 a day is charged when a return is filed late, unless there is reclsonable cause for the delay. The maximum penalty charged cannot exceed $5,000 or 5 percent of your gross receipts for the year, whichever is less. This penalty may also be charged if a re1:urn is not complete, so please be sure your return is complete before you file it. You are required to make your annual return available for pW)lic inspection for three years after the return is due. You arl~ also required to make available a copy of your exemption application, and supporting documents, and this exemption letter. Fallure to make these documents available for public inspection ma:~ subject you to a penalty of $10 per day for each day there is a failure to comply (up to a maximum of $5,000 in the case of an an:nual return). See Internal Revenue Service Notice 88-120, 1988-2 C.B. 454, for additional information. 1 '. " I.' . ~ , ~-, -. . , .~ . ~: ~~~ .~ . . - 3 - Richn~nd County Public Facilities, Inc. ~ You are not required to file federal income tax returns unleHs you are subject to the tax on unrelated business income under section 511 of the Code. If you are subject to this tax, you must file an income tax return on Form 990-T, ..Exempt organization Business Income' Tax Return. In thrs' letter we are not determining whether any of your present or proposed activ- itie:~ are unrelated trade or business as defined in section 513 of the Code. since you are not a private foundation, you' are not ,subject to the excise taxes under Chapter 42 of the Code. However, you are not automatically exempt from other federal excise taxes. If -:f-Ou have any qu~stions ,abqut ,excise,......employment, -or.-o.therfederal. '"--,-,. _ _, taxes, ple::'\.se contact your key District, Directo~' ....- -.. --- _ __ ___ Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or g'ifts to you or for your use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of sect,ions 2055, 2106, and 2522. If your organization conducts fund-raising events such as benE!fit dinners, auctions, membership drives, etc., where somE!thing of value is received in return for contributions, you can help your donors avoid difficulties with their income tax returns by assisting ~hem in determining the proper tax treatment of 1:heir contributions. To do this you should, in advance of the event, determine the fair market value of the benefit received and state it in your fund-raising materials such as solicita- tions, tickets, and receipts in such a way that your donors can deb~rmine how much is deductible and how much is not. To assist you in this, the Service has issued Publication 1391, Deduc- tib:llity of Payments Made to Organizations Conducting Fund- Rai::dng Events. You may obtain copies of Publication 1391 from your key district office. You need an employer identification number even if you have no ,employees. Please use that number on all returns you file and in all correspondence with the Internal Revenue Service. We are informing your key District Director of this ruling. Because this letter could help resolve any questions about your exempt status and foundation status, you should keep it in your pe~manent records. .- , ..... i t,c" ,. /' tJ' '~... -. .; . . - 4 - Richmond County Public Facilities, Inc. ~ If you have any questions about this ruling, please contact the person whose name and telephone number are shown in the heading of this letter. For other matters, including questions concerning reporting requirements, please contact your key District Director. Sincerely, ,I . Conra.c1 Bosenber3 , - "- . . Conrad Rosenberg Chief, Exempt Organizations Rulings Branch 1-1 .- ..' ,_.:.. Form 8038-& (Rev. May 1995) . o.p.;..~1t of the T-.y HemIf ~ 8eMce Re ortin Issuer's name Richmond County Public Facilities Inc. 3 Nurilber end street (or P.O. box If maD is not delivered to street address) c/o Mr. James 11. Wall 456 Greene Str 6 CIty, town. or post ottica, state, and ZIP code Augusta, Georgta 30901 0 7 Name of issue $1, :'05,000 Richmond County Public Facilities, .Inc. =~rdficates of Part:Lcipation (Augusta Golf Course Project) Series ImIII Type of Is:me check a Iicable bo es and enter the issue rice 9 0 Education (attac:h schedule-see Irlstructions). . . . 10 0 Health and hospital (attach schedule-see Instructions). 11 0 Transportation . . . . .' . . ~ . 12 0 Public safety. . . . . . '. . ~ . 13 0 Environment Oncludingsewaga bonds) . 14 0 Housing . . . . . . . . . . . 15 0 Utilities . . . . . . . . . . . 16 ~ Other. Descrilxl (s~ 'lnstructions) ~ 17 If obligations are tlX or other revenue anticipation bonds, check box ~ 0 18. If obli ations are In the form of a lease or Installment sale. check box ~ I[] , Descri tiJon of Obli ations Infonnatlon R~ for Tax-Exempt Governmental uw.gatlons .der Internal Revenue Code section 149(0) , .... Seo separate Instructions. (Note: Use Form 8OJ8-GO If tho /ssw ptfce Is under $100,000.) . If Amended Return check here Ii-- 2 Issuer's employer Identification number 58 1 6000881 Room/suite 4J Report number G19 98 - 1 6 Date of Issue July 2, 1998 8 CUSlP num r 'None OMB No. 1545-0720 1998 ~ date (hI. Interest nlte . tcJ .. a.- price $ Stated ~emption . price Bi maturity. 19 .FmaI maturity. 6-30-2013 % 82 864.25 82 864.25 20 Entire issue . 1 105 000.00 1 705 000.00 1i2mm!J:],~,~~:::~!]>roceeds of Bond Issue mcludin underwriters' discount 21 Proceeds used for accrued interest . . . . . . . . . . . . . 22 Issue price of entire Issue (enter amount from Une lO,.column (c)). . 23 Proceeds USed for bond Issuance costs [Including Underwriters' OlSCOunt) . 23 24 Proceeds used fe,r credit enhancement. . . . . _ . . . . 24 25 Proceeds allocated to reasonably required reserve or replacement fund 25 26 Proceeds used te, currently refund prior issueS . . . . '. . . . . . 26 Z1 Proceed: used tn advance refund prior Issues .'. :' . . . . . . ').7 28 Total (add tines 23 through 27). . .'. . . . . .'. . . . . .'. . . . . . 34,100.00 29. Nonrefundi'!l..E!!lCOOds of the ISsue subtract line 28 froni line 2i and enter amount here. .. 29 1 670 900. 00 ~jon of Refunded Bonds (Complete this part only for refunding bonds.) 30 Enter the remaining weight~ average maturity of the bonds to be currentlY refunded . '.' ~ 31 Enter the remaini:ng weighted .average maturity of the bonds to be advance refunded . . ~ 32 Enter the last date on which the' refunded bonds \WI be called. . . .' ~ . ~ . 33 Enter the date s the refunded bonds were Issued ~ Misceliclneous 34 Enter the amount of the state volume cap allocated to the Issue tinder section 141(b)(5) . 35 Enter the amount clf the bonds designated by the Issuer undefsection 265(b)(3)(B){i}Qlij (small Issuer exception) 36a Enter tho mn:xJ1t of gross jxoceedS Invest8d or to be Jnveste(f n a gtmar4eed klvestment contract (see k1stnJctions) . b Enter the finaJ matUrity date of the guaranteed Investment contract . ~ . :n Pooled 1I1ancings:: a Proceeds of this Issue that are to be used to make loans to other governmental units 378 0 b If this issue is El ~ made from .the proceeds of another tax-eXempt Issue, check box ~ 0 and enter th~ ~ of ~~ lSsuer" _ . . .. and the'date of the Issue ~ ' '. . 38 If the Issuer has elected to pay a penalty In lieucif arbitrage rebate, check box .... .. ~ 0 39 If the issuer has Identified a hedge, check box .' >-. . . . .'. . . . . 0 . '. . ~ . ~ 0 .. . .' '. . ~ pol'MiItiM of perpy.1 declere that I have examInod IhiI NilIm end ec:compenyIng ac:heduIesoand ttatementa. and to the boat of my knowledge ~ belief, they.. true. conwc:t, Iind~ ... . . " o 705 000.00 years years 34 35 36a None 1 705 000.00 o Please 'Sign He~' c.t. No. 63773S . Form ~G (RGY.6-95) 0', -- .. LAW OFFICES . H~. TOWILL. NORMAN &. BAR T P.O. BOX 1564 ROBERT C, NORMAN '-CTIRCCH .JOHN BELL TOWILL 1007.1001 WM. HALE BARRETT LAWTON .JOROAN, JR, PATRICK .J, RICE DOUGLAS 0, BATCHEI.OR, JR.' DAVID E, HUOSON WILLIAM F, HAMMONC MARK S, BURGREEN" GEORGE R. HALL" JAMES B, ELLINGTON F, MICHAEL TAYLOR'" WILLIAM .J. KEOGH III EDWARO J, TARVER J. NOEL SCHWEERS III" SUSAN D. BARRETT R. E. HANNA, III" TIMOTHY E, MOSES" N. SHANNON GENTRY FRANK C, MCCRYSTI.E III'" CHARLES H. WEIGLE A PROFESSIONAL CORPORATION AUGUSTA, GEORGIA 30903-1564 OFFICE SUNTRUST BANK BUILDING eOI BROAQ,6TREET SEVENTH FLOOR AUGUSTA. GEORGIA 30901 -.!L. August 6, 1998 TELEPHONE 17061 722.4481 TELECOPIER C70JSI 722.9779 EMAIL HULLFIRMIIGROUPZ.NET '(ALSO FL AND S.C.I "CALGO S.C.I ".IMD ONLY' CERTIFJ[EI) MAIL RETURN RECEIPT REQUESTED In~rna1 Revenue Service Center Philadelphia, P A., 19255 .-- . _~,_r_.. ..r. - Re: Richmond County Public Facilities, lI1~Gertificates of Participation (Augusta Golf Course Project) Series 1998- . J. To the Addressee: Enclosed is a completed I.R.S. Form 8038 "Information Return for Tax-Exempt Private Activity Bond Issues" with respect to the above-referenced Bonds. If you should have any questions concerning the enclosed forms, please contact me at the above address. .. "*' Z 428 063 448 us Postal Service Receipt for Certiified Mail No Insurance Coverage F rovIded. Do not use for International Mall See reverse &rItto I R.S SInlel & Number . Very truly yours, HULL, TOWILL, NORMAN & BARREIT t Postage ~~~~- Douglas D. Batchelor, Jr. Certified Fee Spec:laI DeIiYeIy Fee Restllcted Deivery Fee It) ~ ReltIn ReceIpt ShowIng to .... Whom & Dale DeIYlll'lld a ReUn ~SImlg '" Ynlom, < Dale, & Adchssee's M:tess ~ TOTALPoslage&Fees $ ~, C") PoslmaIk or Dale ! g-fo-t/8' [. I D . . RESOLUTION A JRESOLUTION OF THE AUGUSTA-RICHMOND COUNTY COMMISSION A UTHORlZING INTER ALIA, THE EXECUTION OF A PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT RELATING TO THE ACQUISmON, CONSTRUcnON AND INSTALLATION OF CAPITAL IMPROVEMENTS TO THE AUGUSTA GOLF COURSE AND CONSENTING TO THE ISSUANCE OF CERTIFICATES OF PARTICIPATION DESCRIBED IN THE PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT IN THE AGGREGATE PRINCIPAL AMOUNT OF $1,705,000 THIS RESOLUTION adopted by the Augusta-Richmond County Commission. 'WHEREAS, Richmond County Public Facilities, Inc., a Georgia non-profit corporation ("RCPF"), has found it to be in furtherance of the purposes for which RCPF was created that RCPF enter into a Public Purpose Installment Sale Agreement, dated as of June 1, 1998 (the "Installment Sale Agreement" with Augusta, Georgia (Augusta) to acquire, construct and install certain Gapital improvements at the Augusta Golf Course, which are more particularly described in Exhibit B to the Installment Sale Agreement and in plans and specifications therefor which are on file in the offices of the Clerk of the Augusta-Richmond County Commission, and are incorporated herein by this reference (the "Project") for use by Augusta in the performance of its governmental and proprietary functions; and WHEREAS, pU,rsuant to the Installment Sale Agreement RCPF shall cause the Project to be acqulired, constructed and equipped, as more fully described in Exhibit B to the Installment Sale Agreement, and RCPF will sell the Project to Augusta pursuant to the terms of the Installment Sale Agreement; and WHEREAS, RCPF will transfer its interest in the Installment Sale Agreement to Regions Bank, ns Trustee (the "Trustee"), under the terms of a Trust Indenture, dated as of June 1, 1998 (the "Trust Indenture"), between RCPF and the Trustee, and pursuant to the terms of the Trust Indenture, the Trustee will on behalf of RCPF issue certificates to be known as Richmond County Public :Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 (the "Certificates"), in the aggregate principal amount of$1,705,OOO, representing fractional undivided interests in the payments by Augusta to RCPF pursuant to the Installment Sale Agreement; and 1 ! Ie j . . 'NHEREAS, pursuant to the Installment Sale Agreement, RCPF will cause the proceeds of the Certificates to be deposited with the Trustee and applied as set forth in the Trust Indenture, including application to a Project Fund for use in acquiring, constructing and equipping the Project; 'NHEREAS, in order to give effect to, and comply with, the foregoing agreements and instrume:nts, and in order to authorize payment of its obligations incurred under the Installment Sale Agreement for fiscal year 1998, Augusta has available to satisfy such obligations uncommitted and unappropriated funds in its current operating budget in an amount not less than the Minimum Annual Appropriated amount as set forth in Exhibit A to the Installment Sale Agreement; and NOW, THEREFORE, BE IT RESOLVED by the Augusta-Riclunond County Commis:;ion (the "Commission") and it is hereby resolved by authority of the same: Section 1. The Commission has determined and hereby finds that the acquiring, constructing and equipping of the Project as described and provided in the Installment Sale Agreem€:nt is desirable and necessary to the carrying out of Augusta's governmental and proprietary functions. It is the intent of this resolution to authorize and direct the execution of such documents as may be necessary to effectuate these purposes and complete the Project. Section 2. The Installment Sale Agreement, in substantially the form presented to the Commis:;ion, a copy of which is attached hereto as Exhibit A, is hereby approved, and all of the terms an,d provisions thereof are incorporated herein by reference. The Mayor and Clerk of the Commis:;ion are hereby authorized and directed in the name and on behalf of Augusta to execute and deliver the Installment Sale Agreement in substantially the form presented at this meeting, with such changes and additions as shall be approved by the officers who execute the same, and to execute Huch other documents as shall be deemed necessary or desirable to effect the purposes of this resolution. Such execution shall constitute conclusive evidence that the executed document has been authorized and approved by this resolution. The aforesaid officers are further authorized to do all things necessary or appropriate to effectuate the purposes hereof Section 3. The Trust Indenture presented at this meting, the assignment of the Installment Sale Agreement thereunder and the issuance of the Certificates pursuant thereto are hereby approved in substantially the form submitted, a copy of which is attached hereto as Exhibit B, subject to any changes, amendments, deletions or additions as approved by the Mayor and the execution of the Installment Sale Agreement by the Mayor shall be conclusive evidence of his approval of the form of the Trust Indenture as executed and delivered. Section 4. The Installment Sale Agreement is hereby designated as a "qualified tax- exempt obligation" within the meaning of Section 265(bX3) of the Internal Revenue Code of 1986 (th(~ "Code"). 2 . . Section 5. Augusta hereby appropriates the Minimum Annual Appropriated Amount for the imitial year of the Installment Sale Agreement as set forth in Exhibit A to the Installment Sale Aglieement. Section 6. Any officer of Augusta is hereby authorized to sign and file or cause to be filed a oJmpleted IRS Fonn 8038-G as required by Section 149(e) of the Code. Section 7. Any officer of Augusta is hereby authorized to execute a non-arbitrage certification in order to comply with Section 148 of the Code and the applicable treasury Regulations promulgated thereunder. Section 8. No stipulation, obligation or agreement herein contained or contained in the Installment Sale Agreement shall be deemed to be a stipulation, obligation or agreement of any commissioner, officer, agent or employee of Augusta in his or her individual capacity, and no such commissioner, officer, director, agent or employee shall be personally liable under the tenns of the Installment Sale Agreement or be subject to personal liability or accountability by reason of the execution, delivery and perfonnance thereof Section 9. From and after the execution and delivery of the Installment Sale Agreement, the Mayor and/or Clerk of the Commission are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry OUlt and comply with the provisions of said documents as executed and are further authorized to take any and all further actions and execute and deliver any and all other documents and certificates as may be necessary or desirable in connection with the execution and delivery of the Installment Sale Agreement or any other agreement necessary to effect the transactions contemplated herein and to document compliance with the Code. Section 10. Augusta hereby authorizes the transfer of the Augusta Golf Course to RCPF by warranty deed in substantially the fonn attached hereto as Exhibit C. Pursuant to Section 36-9-3(2)(B), Official Code of Georgia Annotated, said property as improved to be repurchased pursuant to the Installment Sale Agreement. Section 11. All actions of the officers of Augusta which are in conformity with the purposes and intents of this resolution and in the furtherance of the execution, delivery and perfonn.ance of the Installment Sale Agreement shall be, and the same hereby are, in all respects approvc::d and confinned. Section 12. If anyone or more of the agreements or provisions herein contained shall be held contrary to any express provision oflaw or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements and provisions shall be null and void and shall be deemed severable from the remaining agreements and provisions and shall in no way affect the validity of any of the other agreements and provisions hereof 3 . . Section 13. All ordinances and resolutions or parts thereof of Augusta which conflict with thc~ provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 14. This resolution shall be effective immediately upon adoption. ADOPTED this 16th day of June, 1998. AUGUSTA-RICHMOND COUNTY COMMISSION Mayor ~ [SEAL] Clerk TliI dDC\IlIIInllPllrovtd ~9 ~~;f;L 4 . . EXHIBIT "A" PUBLIC PURPOSE JNSTALLMENT SALE AGREEMENT Dated as of June 1, 1998 between the RICHMOND COUNTY PUBLIC F ACILITlES, JNC., as Seller and AUGUSTA, GEORGIA as Purchaser As set forth in Section 7.1 hereo~ the interest of the Seller in this Public Purpose Installment Sale Agreement and the Installment Payments described herein have been assigned to Regions Bank, as Trustee, under a Trust Indenture, dated as of June 1, 1998, between the Seller and the Trustee, and are subject to the security interest of the Trustee. . . TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND EXIllBITS Section 1.1. Definitions and Rules of Construction . . . . . . . . . . . , , . , . . . . . . . . . . . . , . . . . . . 2 Section 1.2. Exhibits.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE IT REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2,.1. Representations, Covenants and Warranties of Augusta ..................... 5 Section 2:.2. Representations, Covenants and Warranties ofRCPF . . . . . . . . . . . . . . . . . . . . . . . 8 ARTICLE ill SALE OF THE PROJECT Section ~; .1. Sale of the Project ..,.....,.....,.........................,....... 10 Section ~;.2. Warranties .. . . . . . . . . . . . , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE IV DEPOSIT OF CERTIFICATE PROCEEDS; AGREEMENT TO ACQUIRE, CONSTRUCT AND EQUIP THE PROJECT; TERMINATION OF INSTALLMENT SALE AGREEMENT; INSTALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION Section 4.1. Deposit of Certificate Proceeds .....................,................ 12 Section 4.2. Acquisition and Construction of Project , . . . . , . . . . . . . , . . . . . . . . . . . . . . . . . . 12 Section 4.3. Term of Agreement .......................................,.,..... 14 Section 4.4, Payments. . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . , , . . . . . . . . . . 14 Section 4.5. Title to the Project; Purchase Options. . . . . . . , . . . . . . . . . . . . . . . . . . . , . . . . . . 17 Section 4.6. Covenant as to Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , , . . . . . . . 17 Section 4.7. Payments for Project; Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 4.8. Establishment of Completion Date ....... , , . . . . . . . . . . , . . . . . . . . . . . . . . . . 18 ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS Section .5.1. Maintenance, Taxes and Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 5.2. Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . , . . . . . . . . . . . . . . . . 20 . . Section 5.3. Insurance; Destruction or Damage to Project ........ . . . . . . . . . . . . . . . . . . . . 20 Section 5.4. Administrative Expenses. . . . . . . . . . . . . . . . . , , . . . . . . , . . . . . . . . . . . . . . , . . . 21 Section 5.5. Environmental Representations and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ARTICLE VI DISCLAlMER OF WARRANTIES; INDEMNlFICATION Section 6.1. Disclaimer of Warranties .......................,.........,......... 25 Section 6.2. Augusta's Right to Enforce Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . 25 Section 6.3. Release and Indemnification Covenants .."............................ 25 Section 6.4. Indemnification of Trustee ............ . , . . . . . . . . . . . . , . , , . . . . . . . . . . . . 26 Section 6.5. Certain Indemnifications. . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . , . . . . . . . . . , 26 Section 6.6. Limitation ..."............................................,.... 26 ARTICLE vn SUCCESSORS, ASSIGNMENT, PLEDGING, SALE, AND A1\.1ENDMENT Section 7.1. Assignment by RCPF . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 7.2. No Assignment by Augusta; Leasing ..,............................... 27 Section 7.3. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 ARTICLE VITI EVENTS OF DEFAULT, NON-APPROPRIATION AND REMEDlES Section B.1. Events of Default Defined ......,...........................,....... 29 Section 8.2. Remedies on Default and Non-Appropriation . , . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section lt3. Non-Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . , . . . . . 30 Section a.4. Surrender of the Project. . . , . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . 30 Section a.5. No Remedy Exclusive .......................,..................... 31 Section 8.6. Agreement to Pay Attorneys' Fees and Expenses ........................, 31 Section 8.7. No Additional Waiver Implied by one Waiver. . . . , . . , . . . , , . , . . . . , . . . . . . . . 31 ARTICLE IX MISCELLANEOUS Section 9.1. Notices. . . . , . . . . . . . . , . . . . , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . 32 Section 9.2. Binding Effect; Assignment ......,.......,.......................... 32 Section '9.3. Severability "..,................................................ 32 Section 9.4, Amendments, Changes and Modifications. . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . 32 Section 9.5. Further Assurances and Corrective Instruments ............,............. 33 . . Section 9,6. Execution in Counterparts ........,................................. 33 Section 9,7. Applicable Law ..................,................,.............. 33 EXlllBll' A - Basic Terms; Minimum Annual Appropriated Amount EXlllBll' B - Description of Project EXlllBll' C - Form of Limited Warranty Deed . . PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT THIS PUBUC PURPOSE INSTALLMENT SALE AGREEMENT (this "Agreement"), dated as of June 1, 1998, by and between Richmond County Public Facilities, Inc., a Georgia non- profit corjporation ("RCPF"), as seller and its successors and assigns, and Augusta, Georgia, a body politic and corporate and a political subdivision of the State of Georgia, as purchaser (Augusta"); WITNESSETH VrnEREAS, Augusta is a duly and validly organized and existing county-wide government which is a body corporate and politic and a political subdivision under and by virtue of the Constitution and laws of the State of Georgia, iPcIuding specifically Ga. L. 1995, p.3648, Ga.L. 1996 p.3607, and Ga. L. 1997, p.4024, and p.4690; and VVBEREAS, Augusta has the power, pursuant to the laws of the State of Georgia, including particularly Section 36-60-13 of the Official Code of Georgia Annotated, to enter into purchase, lease purchase or installment purchase contracts to finance the acquisition of real or personal property and the construction of improvements on real property; and 'VHEREAS, Augusta has determined that it is in its best interest to purchase the hereinafter described Project from RCPF pursuant to the terms and conditions hereinafter set forth; and \VHEREAS, the obligation of Augusta to make payments hereunder shall be payable only from funds lawfully appropriated by Augusta for such purpose and shall not constitute a pledge of the full fiith and credit of Augusta within the meaning of any constitutional debt limitations; and '\'HEREAS, the taxing power of Augusta is not and may not be pledged in any way directly or indirectly or contingently to secure any moneys due under this Agreement; and '~HEREAS, RCPF and Augusta have duly authorized the execution and delivery of this Agreement; and '~HEREAS, the term of this Agreement expires June 30,2013, subject to Augusta's right to termiI1tate this Agreement effective as of each December 31 during the term of this Agreement; and 'NHEREAS, at the request of Augusta, RCPF proposes to authorize the sale and delivery, pursuan1t to the hereinafter described Trust Indenture, of Certificates of Participation (Augusta Project), Series 1998 (the "Certificates") evidencing undivided and proportionate ownership interests in this Agreement and the Installment Payments to be made by Augusta hereunder; and 'NBEREAS, RCPF has agreed to cause to be deposited into the hereinafter described Project Fund moneys for the acquisition, construction and installation of the Project; . . NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinaftl~r contained and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND EXHIBITS Sl~tion 1.1. Definitions and Rules of Construction. Unless the cOl).text otherwise requires, the capitalized terms used herein shall, for all purposes of this Agreement, have the meanings specified herein or in the Trust Indenture. Unless the context otherwise indicates, words importing the singu'lar number shall include the plural number and vice versa. The terms "hereby," "hereof:" "hereto," "herein," "hereunder" and any similar terms, as used in this Agreement, refer to this Agreeme;nt as a whole. "Administrative Expense Payment" means the payment or payments of Administrative Expenses to be made by Augusta, subject to adjustment from time to time, as provided in the Trust Indenture. "Administrative Expenses" means (i) the fees and expenses of the Trustee, if any, and the reasonable fees and expenses of the attorneys therefor and (ii) all reasonable fees and expenses of RCPF's a.ttorneys. "Agreement" or "Installment Sale Agreement" means this Installment Sale Agreement. "Authorized Augusta Representative" means initially Lany E. Sconyers as the representative and CherrIes R Oliver as the alternate, and thereafter means that person at the time designated to act on behalf of Augusta by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of Augusta by its Mayor. ";Sasic Payments" means the principal payments designated as such in Exhibit A to this Installnu:nt Sale Agreement. "!Certmcate Payment Fund" means the fund ofthat name created under the Trust Indenture and into which the Installment Payments due hereunder are deposited, which fund has an Interest Account and a Principal Account, and within the Principal Account there shall be a Payment Subaccount and a Redemption Subaccount. "Closing Date" means the date of initial execution and delivery of the Certificates. "Completion Certificate" means a certificate described in Section 4.8. "Completion Date" means that date determined in accordance with Section 4.8. 2 . . "Cost of Issuance Amount" means the amount set forth as such in Exhibit" A" attached hereto and incorporated herein. "I~vent of Non-Appropriation, " as described in Section 8.3 hereof, means a non-renewal of this Agreement for an Installment Sale Year by Augusta, determined by (i) Augusta's failure to appropriate, by December 1 of the immediately preceding Instalhnent Sale Year, the Minimum Annual Appropriated Amount, or (ti) actual notice on or prior to December 31 of such immediately preceding Installment Sale Year from Augusta to the Trustee that Augusta will not renew this Agreement for the following Installment Sale Year. "I~" means Richmond County Public Facilities, Inc. and its successors and assigns. "Installment Payment or Installment Payments" means the Basic Payment and the Suppleffil::ntal Payment, which are the principal component of and the interest component of the Installment Payments are described in Exhibit " A" hereto, "Jnstallment Sale Amount" means the amount set forth as such in Exhibit "A" attached hereto and incorporated herein, less an amount equal to the principal amount of Certificates retired as a result of (i) Basic Payments made by Augusta and deposited into the Principal Account of the Certificate Payment Fund, (ii) Liquidation Proceeds attributable to this Agreement deposited into the Principal Account of the Certificate Payment Fund, (iii) transfers from the Project Fund into the Principal Account of the Certificate Payment Fund, (iv) prepayments of Basic Payments paid by Augusta which are deposited into the Principal Account of the Certificate Payment Fund, and (v) the Termination Payment, if any, deposited into the Principal Account of the Certificate Payment Fund. ",lnstallment Sale Year" means a calendar year or portion thereof within the Term of this Agreem(:nt. "Interest Payment Date" means each June 30 and December 31, commencing December 31, 1998. "Liquidation Proceeds" means net proceeds after deduction of collection expenses received by the Trustee in connection with enforcing any of the remedies hereunder after the occurrence of an Event of Non-Appropriation or Event of Default which has not been waived or cured. "Minimum Annual Appropriated Amount" for any Installment Sale Year means: the sum of (i) AdmiJr1istrative Expenses; (ii) the Basic Payments coming due in such Installment Sale Year as set forth in this Agreement; (iii) the Supplemental Payments coming due in such Installment Sale Year as set fOlth in this Agreement; (iv) the Termination Payment; and (v) any amounts owing or expected to come due during the Installment Sale Year pursuant to Section 5 .1 (c). "Pre-Sale Cost Amount" means the amount so designated on Exhibit "A" attached hereto and representing the portion of the Installment Sale Amount allocated to pay the cost of the acquisition by RCPF from Augusta of the Project and any improvements thereon at the Closing Date, and to be disbursed to Augusta on the Closing Date. 3 . . "Jtroject" means the Project, land, buildings and facilities described in Exhibit B. "lteverter Deed II means the limited warranty deed in the form attached hereto as Exhibit "c" to be delivered pursuant to Section 3.1 hereof "Security Deedll means the Deed to Secure Debt and Security Agreement of even date herewith from RCPF to the Trustee. IIS~lkr." means, prior to the Closing Date, RCPF and its successors and assigns and, subsequent to the Closing Date, the Trustee, acting for and on behalf of the Trust. ";S1at~" means the State of Georgia. "$upplemental Payments" means the interest payments designated as such in Exhibit IIA" to this Inst2JIment Sale Agreement. ".~" shall have the meaning specified in Section 4.3 hereof "Termination Payment" means that payment required to be made by Augusta pursuant to Section 4.4(a)(3) of this Agreement upon an Event of Default or an Event of Non-Appropriation, in such amount as set forth in Exhibit "A" to this Agreement. "I.rn..s1" shall have the meaning specified in the Trust Indenture. "Trust Indenture" means the Trust Indenture of even date herewith to be executed by RCPF and the Trustee pursuant to which the Certificates will be executed and delivered, as amended or supplemented. "Trustee" means the Trustee at the time serving as such under the Trust Indenture, whether the original or a successor Trustee. Regions Bank: is the original Trustee under the Trust Indenture. Section 1.2. of, this Agreement: Exhibits. The following Exlu1>its are attached to, and by reference made a part Exhibit A: Basic Terms (Installment Sale Amount; Deposit to Project Fund; Cost of Issuance Amount; Pre-Sale Cost Amount; Minimum Annual Appropriated Amount; Termination Payment; Basic Payments; Supplemental Payments) Description of Project Form of Limited Warranty Deed Exhibit B: Exhibit C: [END OF ARTICLE I] 4 . . ARTICLEll REPRESENTATIONS, COVENANTS AND WARRANTIES S,ection 2.1. Representations. Covenants and Warranties of Augusta. Augusta represents, covenants and warrants to the Seller as follows: (u) Due Organization and Existence. Augusta is a county-wide government which is a body politic and corporate and a political subdivision of the State, duly organized an~ existing under the Conslitution and laws of the State and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. (I>) No Violations. Neither the execution and delivery of this Agreement or each of the other doc:uments entered into by Augusta in connection herewith, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisioDtS of any restriction or any agreement or instrument to which Augusta is now a party or by which Augusta is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Augusta, or upon the Project. Augusta will not encumber any interest of Augusta in, to or under this Agreement or the Project, except as provided herein. Augusta is not in default under any indenture, loan agH:ement, mortgage, deed of trust or similar document relating to the borrowing of moneys or any other material contract, lease, or commitment to which it is a party or by which it is bound. ( c) Execution and Delivery. Augusta has duly authorized and executed this Agreement in accordance with the Constitution and laws of the State and a resolution ofthe Augusta-Richmond County Commission adopted on June 16, 1998. All payments due hereunder, including the payments for Administrative Expenses, during each Installment Sale Year are, subject to Augusta's right to terminatl~ herein, will be, within the budget for the current Installment Sale Year, and an appropriation is available for Augusta's obligations under this Agreement to the extent of the Minimum Annual Appropriated Amount. (d) No Litigation. There are no actions, suits, proceedings, inquiries or investigations, at law or in equity, before or by any court, public board or body pending or threatened against or affecting Augusta, which singly or in the aggregate, if adversely determined, would adversely affect the validity or enforceability of this Agreement or any other agreement or instrument to which the Seller is a party or would adversely affect the financial condition of Augusta or its ability to satisfy its obligations hereunder or thereunder in a timely manner. 0( e) Compliance with Laws and Regulations. The execution and delivery by Augusta of this Agreement, all of the other related agreements and the performance of Augusta's obligations hereunder and thereunder are not in contravention of any laws, orders, regulations or ordinances. Augusta is in compliance with all laws, orders, regulations and ordinances of all federal, foreign, state and au:thorities, the failure to comply with which would have a material adverse effect on the :. 5 . . enforceability of this Agreement or any other related agreement or the financial condition of Augusta or its ability to satisty its obligation hereunder or thereunder in a timely manner. (f) Tax Covenants. This Agreement is being entered into by Augusta in compliance with the condi1ions nec.essary for the Supplemental Payments payable by Augusta to be excluded from the gross inc;()me of the holders of the Certificates for federal income tax purposes pursuant to the provisiom of Section 103(a) of the Code relating to obligations of the State or political subdivisions thereof It is the intention of Augusta that the Supplemental Payments be and remair! excluded from gross income for federal income tax purposes, and, to that end, Augusta hereby covenants as follows: (i) That it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion of the Supplemental Payments fi'om gross income for federal income tax purposes under Section 103 of the Code. (ii) That it will not directly or indirectly take or omit to take any action in a way that would cause this Installment Sale Agreement to be a "private activity bond," within the meaning of Section 141 of the Code. Augusta will not enter into any management contract or lease or similar arrangement with respect to the Project unless it obtains an opinion of f1xognized bond counsel that such management contract or lease or similar arrangement will not impair the exclusion from gross income for federal income tax: purposes of the S:upplemental Payments. Augusta will not allow ten percent (10%) or more of any amounts d.erived from the sale of the Certificates to be used, directly or indirectly, in the trade or business of any private business and will not lend such amounts to any nongovernmental persons. (iii) That it will not directly or indirectly use or permit the use of any amounts in the Project Fund, Certificate Payment Fund or any other funds of Augusta or take or omit to take any action that would cause any Certificate or this Agreement to be an "arbitrage bond" within the meaning of Section 148 of the Code. To that end, Augusta will comply with all requirements of Section 148 of the Code, including without limitation Section 148(f) thereot: to the extent applicable to this Agreement. (iv) Augusta hereby certifies that the aggregate face amount of all tax-exempt obligations (other than private activity bonds as defined in Section 141 of the Code) issued hy Augusta and any entities with whom aggregation is required pursuant to Section J48(f)(4)(D)(J.i) of the Code during the calendar year in which this Agreement is entered into is not reasonably expected to exceed $5,000,000, and Augusta covenants that ninety-five percent or more of the initial Installment Sale Amount is to be used for the local governmental activities of Augusta in compliance with Section 148(f)(4)(D)(iv)(III) of the Code. (v) This Agreement is not and shall not be "federally guaranteed" as defined in Section 149(b) of the Code. 6 . . (vi) Augusta does hereby designate, the Certificates and this Agreement as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code. Augusta hereby represents, covenants and warrants to the Seller that the aggregate face amount of all tax-exempt obligations (other than private activity bonds as defined in Section 141 of the Code) issued by Augusta and any entities with whom aggregation is required pursuant to Section 265(b)(3)(E) of the Code during the calendar year in which this Agreement is entered into is not reasonably expected to exceed $10,000,000. . (g) Due Authorization. Augusta has duly authorized and approved the sale of the Certificat.es and all of the terms and conditions of the Trust Indenture. (11) Reporting Requirements. Augusta will cause the following documents or information to be deli.vered to the Trustee: (i) immediately upon notification thereot: the occurrence of any Event of Default specified in Section 8.1 hereof; (ii) within five days of its adoption of its annual budget, a certificate of Augusta certifying that the Minimum Annual Appropriated Amount has been appropriated for the rl~levant calendar year. (i) No PecuniaIY Interest. No employee of Augusta has any direct or indirect pecuniary interest in, or will receive or has agreed to receive any compensation with respect to any contract, lease, purchase, sale, or employment made or to be made in connection with the proposed transaction contemplated by the performance of this Agreement. (j) Bidding Requirements. All requirements have been met and procedures have occurred in order to ensure the enforceability of this Agreement, and Augusta has complied or will comply with such public bidding requirements as may be applicable to this Agreement and the acquisition by Augusta (in its capacity as agent for the Seller) of the Project. (k) Government Use. During the term hereof, the Project will be used by Augusta only for the purpose of perfonning one or more governmental functions of Augusta or such other public bodies consistent with the pennissible scope of Augusta's or such other public bodies' authority. (I) 11.s.e.. The Project, when acquired, constructed and installed, will be used for the proper, efficient and economic operation of Augusta. (m) Useful Life. The useful life of the Project will extend at least to the final maturity date of the Certificates. i(n) Non-Appropriation. Augusta has not terminated prematurely or failed to make an appropriation required to keep in effect any lease or installment sale financing of Augusta. 7 . . (0) Public Hearing. A public hearing was held on June 15, 1998, in compliance with O.C.G.A ~ 36-60-13(g). S.~dion 2.2. R~resentations.. Covenants and Warranties ofRCPF. RCPF represents, covenanUI and warrants to Augusta as follows: (8) Due Organi7.ation and Existence. Enforceability. RCPF is a Georgia non-profit corporation, duly organized, existing and in good standing under and by virtue of.the laws of the State; has the power to enter into this Agreement; is possessed of full power to own and hold real and personal property, and to lease and sell the same; and has duly authorized the execution and delivery of the Agreement. (b) No Encumbrances. RCPF will not pledge the Installment Payments or other amounts derived from its other rights under this Agreement or its interest (if any) in any of the Funds and Accounts. except as provided under the tenns of this Agreement and the Trust Indenture. (c:) No Violations. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the tenns and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the tenns, conditions or provisiOn) of the articles of incorporation or bylaws ofRCPF or any restriction or any agreement or instrument to which RCPF is now a party or by which RCPF is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets ofRCPF or upon the Project. (d) No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or threatened against or affecting RCPF wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemp:!ated hereunder or would adversely affect the validity or enforceability of this Agreement. (,~) Application of Proceeds. RCPF will establish the Trust, and will cause the Certificates to be executed and delivered pursuant to the provisions of the Trust Indenture and will apply a portion of the proceeds derived from the sale of the Certificates as follows and as provided in the Trust Indenture: (i) the Seller will cause the deposit to the Project Fund to be made in the amount set forth in Exhibit "A"; (Ii) the Seller will cause the Cost ofIssuance Amount to be applied to costs incurred in connection with the establishment of the Trust and the issuance and sale of the Certificates and the unused balance, if any, to be deposited into the Project Fund; (iv) the Seller will cause the accrued interest on the Certificates to be deposited va the Interest Account of the Certificate Payment Fund. 8 . . (v) the Seller will cause the Pre-Sale Cost Amount to be paid to Augusta. ((I Application of Payments. The Seller will cause the payments by Augusta hereunder to be applied as provided herein and in the Trust Indenture. [END OF ARTICLEll] 9 . . ARTICLE ill SALE OF THE PROJECT Section 3.1. Sale of the PrQject. In consideration of the representations and undertakings of AuguSlta in this Agreement, the Seller hereby agrees to sell, and Augusta hereby agrees to purchase from the Seller, in accordance with the provisions of this Agreement, all the Seller's right, title and interest :in and to the Project, and each and every component thereof in fee simple; provided, however, that should there occur an Event of Non-Appropriation or Event of Default ~ereunder, then the Selkr may serve a notice in writing to Augusta that the title to the portion of the Project constituting real property, in the condition and as conveyed by the Reverter Deed, and as the Project has been improved, shall immediately and without the necessity of any further action on the part of the Seller or Augusta revert to and vest in the Seller, and that Seller will not convey any portion of the Proj4~ct consisting of personal property to Augusta and Augusta shall lose and forfeit all of its rights, title and interest in and to the whole of the Project and to the improvements and fixtures thereon. Promptly following its acquisition of the Project, to evidence such purchase and sale of the portions ,of the Project consisting of real property, the Seller shall execute and deliver to Augusta the Reverter Deed. By virtue of the conveyance in the Reverter Deed, Augusta shall not be entitled to create OJ suffer any encumbrance, pledge, conveyance, transfer or assignment of all or any of its interest :m the Project without the written consent and action of the Seller. In confirmation of the reverter, created by the Reverter Deed, upon the delivery of the aforementioned notice following an Event of Default or an Event of Non-Appropriation, Augusta will deliver to the Seller and record a quitclaim deed to the Project, and the Seller is hereby irrevocably appointed as Augusta's agent and attorney-in-fact for the purpose of executing, sealing, delivery and recording such quitclaim deed. Upon payment in full of the Installment Payments, together with all other amounts due and to be paid by Augulsta hereunder, the Seller shall deliver to Augusta a quitclaim deed to the Project and each and every component thereof: for recordation, which shall serve to cancel the reverter created hereby, and a bill of sale to all personal property included in the Project. Title to each component of the Project hereafter acquired, installed or constructed pursuant to Section 4.2 shall initially vest in the Seller, cmd by virtue of this Agreement, title to each and every component of the Project which constitutes real property will immediately thereafter vest in Augusta without the necessity of further action on the part of the Seller or Augusta or any other person, subject only to the reverter set forth above and title to each and every component ofthe Project which constitutes personal property shall remain in the Seller until the Installment Payments have been paid in full. Title to any property which is initially personal property but which is transformed into real property by virtue of its incorporation into the real property component of the Project shall automatically transfer to Augusta at the time such property becomes part of the real property component of the Project. At any time, upon the request of Augusta, the Trustee and RCPF will take such action and execute such appropriate documents as may be necessary to evidence or confirm the status of title to the various components of the Project. Augusta agrees that it will pay all expenses and taxes, if any, applicable to or arising from any transfer of title as herein provided. Notwithstanding anything herein to the contrary, Augusta and the Seller acknowledge and agree that (1) the rights of Augusta under the Reverter Deed are subject and subordinate to the Security Deed, (2) that Augusta's rights in the Project are subject to termination in the event the 10 . . Project is sold pursuant to the exercise of remedies under the Security Deed, and (3) that the Security Deed is B~ non-recourse obligation of RCPF evidencing for the real estate records the rights of the Trustee and Certificate-holders in the Project conveyed by the Trust Indenture. RCPF hereby assigns its equity of redemption in the Project under the Security Deed to Augusta. Section 3.2. Warranties. The Seller makes no warranty, either express or implied, as to title to the project, the condition of the Project or that it will be suitable for Augusta's purposes or needs. [END OF ARTICLE llI] 11 . . ARTICLE IV DEPOSIT OF CERTIFICATE PROCEEDS; AGREEMENT TO ACQUlRE, CONSTRUCT AND EQUIP THE PROJECT; TERMINATION OF INSTALLMENT SALE AGREEMENT; n.~STALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION Sl~tion 4.1. Deposit of Certificate Proceeds. The Seller will cause to be deposited by the Trustee on the date of issuance and delivery of the Certificates the amounts for application in accordance with the provisions of this Agreement and Section 3.03 of the Trust Indenture. S,ection 4.2. Acquisition and Construction of Project. (a) ACQJJisition Contracts. Augusta will arrange for, supervise and provide for, or cause to be sujpervised and provided for, the design, acquisition, construction and installation of the Project. Augusta may enter into one or more construction contracts or purchase orders providing for the acquisition, construction and installation of the Project (each, an "Acquisition Contract"), and will require each contractor who shall be awarded a contract for the acquisition, construction and installation of the Project or any part thereof to provide any performance or labor and materials payment bonds as may be required by law. Augusta will comply with all laws and ordinances applicable to Augusta in its acquisition and construction of property. Augusta represents the estimated, costs of the Project are within the funds estimated to be available therefor, and the Seller makes no warranty or representation with respect thereto. Prior to a disbursement from the Project Fund, there shall be filed with the Trustee a requisition containing the information specified in sub- paragraph ( c) below. Promptly after entering into an Acquisition Contract, Augusta shall file such Acquisition Contract with the Trustee. Neither RCPF nor the Trustee shall be liable under any of the Acquisition Contracts, and Augusta shall act as a contractor and not as an agent. Augusta shall obtain all necessary permits and approvals, if any, for the acquisition, construction and installation of the Project, and the operation and maintenance thereof: which may hereafter become applicable to the Project, Augusta hereby covenants, to the extent permitted by applicable law, to use other legally available funds and to seek additional legally available funds to the extent necessary to complete the acquisition, construction and installation of the Project, or to make certain design changes in the Project (:>0 long as such changes do not cause the Project to be used for purposes other than lawful governmental purposes of Augusta) to the extent necessary to complete the Project with moneys then available:: for such purposes in the Project Fund. (b) Authorized PrQject Fund Disbursements. Disbursements from the Project Fund may be made for the purpose of paying (said term to include the reimbursement of Augusta for advances from its other funds to accomplish the purposes hereinafter described) the cost of issuance of the Certificates, the cost of designing, acquiring, constructing and installing the Project, and shall include: (i) the cost of indemnity and fidelity bonds to insure the faithful completion of any <:ontract pertaining to the Project; 12 . . (ii) fees and expenses of architects and engineers for the preparation of plans and supervising the acquisition, construction and installation of the Project; (ill) all payments, including those for labor, contractors, builders and materialmen, incurred under the tenns of a contract for the construction and installation of the Project, and the repayment of advances made by Augusta for the purpose of paying any of the aforementioned costs; (iv) all costs of engineering and architectural services, includmg the costs of Augusta incurred in connection with test borings and environmental assessments, if any, surveys, estimates, plans and specifications and preliminary investigations therefor, and for supervising construction, as well as for the performance of all other duties required by or consequent to the proper construction of the Project; and (v) the costs of issuance of the Certificates described in Section 3.03(d) of the Trust Indenture. (I;) Requisition Procedure. No disbursement from the Project Fund shall be made unless and until the Trustee is provided with evidence of Augusta's official action to appropriate the Minimum Annual Appropriated Amount for the Installment Sale Year in which Augusta requests such disbursement. Prior to any disbursement from the Project Fund there shall be filed with the Trustee: (i) A requisition for such payment stating each amount to be paid and the name cf the person, firm or corporation to whom payment thereof is due; (ii) A certificate of an Authorized Augusta Representative, stating that insofar as such obligation was incurred for work, material, supplies or equipment in connection with the Project, such work was actually performed, or such material, supplies or equipment were a,ctually installed in or about the construction or delivered at the site of the work for that purpose; and (iii) A certificate of an Authorized Augusta Representative stating: (A) that an obligation in the stated amount has been incurred by Augusta, and that the same is a proper charge against the Project Fund and has not been paid, and stating that the bill, invoice or statement of account for such obligation, or a copy thereof, is on file with Augusta; (B) that the Authorized Augusta Representative has no notice of any vendors, mechanic's or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interests which should be satisfied or discharged before such payment is made; and (C) that such requisition contains no item representing payment on account, or any retained percentages which Augusta is, at the date of such certificate, entitled to retain; 13 . . Sl~tion 4.3. Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall end not later than on June 30, 2013, subject to Augusta's right to terminate this Agreement upon the end of each calendar year due to an Event of Non-Appropriation prior to the year 2013. This Agreement may be terminated only in accordance with the following paragraph. The Term of this Agreement will terminate upon the earliest of anyone of the following events: (~l) Purchase Option. Upon the exercise by Augusta of its option to prepay the Basic Paymenul as provided in Section 4.5(c) and terminate this Agreement pursuant to Section 4.7. (ll) Maturity of Certificates. Payment in full of the Certificates on June 30, 2013. (<:) Augusta's Election to Terminate Agreement Upon Non-Appropriation. The occurrence of an Event of Non-Appropriation. The parties intend that this Section 4.3 operate in conformity with, and not in contravention of, Official Code of Georgia Annotated Section 36-60-13. In the event that any provision of this Section 4.3 is determined to conflict with Official Code of Georgia Annotated, Section 36-60-13, this Section 4.3 shall be interpreted and implemented in a manner consistent with said statute. In the event of the occurrence of an Event of Default under Section 8.1 (i) or (ill) hereof or a termination under this Section 4.3, Augusta agrees to peaceably surrender possession of the Project to the Trustee or its assignee or transferee on the date of such default or termination in good condition and repair, normal wear and tear excepted. Section 4.4. Payments. (::1) Obligation to Pay. Certain payments due hereunder shall be made as follows: (1) Excess in Project Fund. On the date moneys are to be transferred from file Project Fund to the Payment Subaccount of the Principal Account of the Certificate Payment Fund pursuant to Section 3.04(d) of the Trust Indenture, Augusta shall be deemed to have made a prepayment of Basic Payments equal to the amount so transferred. (2) Basic Payments. Augusta shall provide for the Basic Payments specified in I~xhibit "A" hereto by the twentieth day of the calendar month preceding each June 30 and December 31 on which such payment is due, during the term of this Agreement. Augusta shall make such provision by paying, on the twentieth day of each calendar month one-sixth of the Basic Payment coming due on the following June 30 or December 31, as the case may be; provided, however, any amounts held on deposit in the Payment Subaccount of the J>>rincipal Account of the Certificate Payment Fund after each June 30 or December 31 shall be a credit to obligations under this Section 4.4(a)(2). 14 . . (3) Termination PC\YDlent. Upon the occurrence of an Event of Default or an Event of Non-Appropriation, Augusta shall pay the Termination Payment. If Augusta has not appropriated the Minimum Annual Appropriated Amount for the next calendar year, on December 31 of each year, Augusta shall pay the Termination Payment, provided, however, if Augusta appropriates the Minimum Annual Appropriated Amount pursuant to Section 4.6 of this Agreement on or prior to the February 15 next succeeding any such December 31, the obligation to make the Termination Payment pursuant to this Section 4.4(a)(3) shall be null and void and the Termination Payment, ifreceived, shall be returned to Augusta. (4) Supplemental PC\YDlents. By the twentieth day of the calendar month preceding June 30 or December 31 on which such payment is due, Augusta shall provide for the Supplemental Payments specified in Exhibit "A" hereto; Augusta shall make such provision by paying, on the twentieth day of each calendar month one-sixth of the Supplemental Payment coming due on the next following June 30 or December 31, as the case may be; provided, however, any amounts held on deposit in the Interest Account of the Certificate Payment Fund after each June 30 or December 31 shall be a credit to obligations under this Section 4.4(a)(4). (5) Other Project Fund Transfers. On the date moneys are to be transferred from tile Project Fund to the Redemption Subaccount of the Principal Account of the Certificate Payment Fund pursuant to Section 3.04(e) of the Trust Indenture, Augusta shall be deemed to have made a prepayment of Basic Payments equal to the amount so transferred. (6) Administrative Expense PC\Yffient. Augusta shall pay when due the Administrative Expenses. (7) No Offset. Notwithstanding any dispute between the Seller and Augusta, including without limitation a dispute as to the failure of the Project or any portion thereof to perform the task for which it is designed, Augusta shall make all Installment Payments when due and shall not withhold any Installment Payments pending the final resolution of such dispute. (8) Payment from Appropriated Amounts. Amounts payable hereunder are to be derived solely from lawfully available funds that have been appropriated or budgeted. Nothing in this Agreement shall require Augusta to levy a tax to make payments hereunder. (b) Absolute and Unconditional Obligation. The obligations of Augusta to make the paymen1s required in Section 4.4(a) or otherwise due hereunder and to perform and observe the other agreemmts on its part contained herein shall be absolute and unconditional and shall not be affected by any Citbatement, reduction, set-off, diminution, defense, counterclaim or recoupment whatsoever or any ri.ght to any thereof(including without limitation abatements, reductions, set-offs, diminutions, defe~:, counterclaims and recoupments for or on account of any claims which Augusta may have against the Seller, any contractor, supplier or materialman for the acquisition, construction and installation of any part of the Project, any supplier of vendor or Augusta, any manufacturer of any personalty installed in or as a part of the Project, any assignee of the Seller, or any other person for 15 . . any reason whatsoever, any insolvency, bankruptcy, reorganization or similar proceedings by or against AJugusta, or any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing); nor except as otherwise expressly provided herein, shall this Agreement tenninate, Until expiration or termination of the Tenn, Augusta (i) will not suspend or discontinue any payments provided for in Section 4.4(a) hereof: (Ii) will perform and observe all of its other agreements contained in this Agreement, and (lit) will not terminate the Term for any cause, including, without ltimiting the generality of the foregoing, failure of Augusta to acquire and construct any portion of the Project, failure of Augusta's title iDaud to the Project or any part thereof: any acts or circumstlmces that may constitute failure of consideration, any defects in any component of the Project, any obsolescence of any component of the Project for any reason whatsoever, eviction or constructive eviction, destruction of or damage to the Project, commercial fiustration of purpose, any change iUl the tax or other laws of the United States of America or of the State of Georgia or any political subdivision of either or any failure of the Seller to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement. Nothing contained in this Section shall be construed to release the Seller from the performance of any of the agreements on its part herein contained; and if the Seller should fail to perform any such agreement, Augusta may institute such action against the Seller as Augusta may deem necessary to compel performance or recover its damages for nonperformance as long as such action shall not do violence to the agreements on the part of Augusta to make the payments specified in Sections 4.4(a) or 5.4 hereof or otherwise due hereunder. Augusta may, however, at its own cost and expense and in its own name or in the name of the Seller, prosecute or defend any action or proceeding or take any other action involving third persons which Augusta deems reasonably necessary in order to insure the acquisition, construction and installation of the Project or to secure or protect its right of possession, occupancy and use hereunder, and in such event the Seller hereby agrees to cooperate fully with Augusta and to take all lawful action which is required to effect the substituti.on of Augusta for the Seller in any such action or proceeding if Augusta shall so request. This Agreement is a "triple net" agreement requiring Augusta to pay all expenses, taxes, fees, insurance: premiums, rebate payments and costs associated with the Project and this Agreement as herein provided, without the right of Augusta to offset such against the obligations of others. (I:;) Sale and Transfer. Augusta understands and agrees that pursuant to the Trust Indenture, RCPF has sold and transferred this Agreement and all of its rights, title and interest hereunder and in the Project and Funds and Accounts to the Trustee in trust for the benefit of the owners from time to time of the Certificates, and Augusta assents to such transfer. (d) Current Obligation Only. The provisions of this Section 4.4(d) shall apply notwithstanding any provisions to the contrary in this Agreement. The Installment Payments and all other payments due hereunder constitute current expenses of Augusta, and Augusta's obligations hereundl:r are from year to year only and do not constitute a mandatory payment obligation of Augusta in any ensuing Installment Sale Year beyond the current Installment Sale Year in contravention of Official Code of Georgia Annotated Section 36-60-13, as amended. No provision hereof shall be construed or interpreted as creating a general obligation or other indebtedness of Augusta or the State within the meaning of any constitutional or statutory debt limitation. Neither the execution, delivery, and performance of this Agreement nor the issuance of the Certificates directly or indirectly obligates Augusta to make any payments hereunder beyond those appropriated 16 . . for Augwrta's then current Installment Sale Year. No judgment may be entered against Augusta or the State of Georgia for failure to pay any amounts due hereunder, except to the extent that Augusta has ther(;:tofore incurred liability to pay any such amounts through its actual use of the Project or through its lawful appropriations of such amounts. (e) Provision for P~yment. To the extent pennitted by law, Augusta reserves the right to provide for prepayment of Basic Payments by making with the Trustee the deposit referred to in Section S. 02 of the Trust Indenture. Section 4.5. Title to the Project: Purchase Options. (a) Augusta Holds Title During Term. During the Term of this Agreement, Augusta shall hold titll~ to that portion of the Project constituting real property and any and all additions which comprise repairs, replacements or modifications, subject only to the Security Deed and to the Sellers reverter in and to all rights, title and interest of Augusta in and to the Project and in all additions, attachments, accessions, accessories, replacements, improvements and substitutions thereto, now or hereafter acquired together with the proceeds thereo( as contemplated by the Reverter Deed. Should any portion of the Project constitute personal property, then title to such personal property shall remain in the Seller until such time as the Installment Payments have been paid in full. (b) Title May Revert to Seller Upon Event of Default or Event of Non-Appropriation. Upon the occurrence of an Event of Default or an Event of Non-Appropriation and delivery of notice in accordance with the Reverter Deed, all right, title and interest of Augusta in and to the Project shall vest in the Trust for the benefit of the holders ofthe Certificates. (c) Accelerated Purchase Options. Under the circumstances set forth in Section 5.3 (an "Extraordinary Purchase Option"), and otherwise (a "Voluntary Purchase Option"), upon thirty days' prior written notice from Augusta to the Trustee, and provided that there is then existing no Event of Default or event which with notice or lapse of time, or both, could become an Event of Default, Augusta will have the right to prepay, in whole or in part, Basic Payments on any Interest Payment Date by paying to the Trustee, five days prior to such date, the then applicable Basic Payments due as a result of such prepayment, and if Augusta has elected to terminate this Agreement in accordance with Section 4.7, the Administrative Expense Payment and Supplemental Payments equal to all Admini!;trative Expenses and interest to accrue with respect to the Certificates until redemption thereof Upon satisfaction by Augusta of such purchase condition and redemption of the Certificates as provided in the Trust Indenture, the obligations of Augusta hereunder shall cease, terminate and be void, iiection 4.6. Covenant as to Appropriation. In the event this Agreement is not otherwise terminated, Augusta covenants and agrees that it will cause the appropriate officer of Augusta (i) to request 1hat the governing body appropriate, or determine not to appropriate, the Minimum Annual AppropJiated Amount no later than December 1 of each calendar year, and (ii) to take such further action (or cause the same to be taken) as may be necessary or desirable to assure the availability of moneys appropriated to make all payments due hereunder during the Installment Sale Year, including all such. actions for such purpose as may be required under Official Code of Georgia Annotated, 17 . . Section 36-60-13. Augusta further covenants to notify the Trustee in writing prior to the end of the then cum:nt Installment Sale Year and promptly after the adoption of any preliminary or final budget if there is, any reason to believe that Augusta will not appropriate and have available the Minimum Annual Appropriated Amount for the next succeeding Installment Sale Year. To the extent permitted by law, Augusta hereby agrees that if it intends to terminate this Agreement pursuant to Section 4.3 (c), its governing body shall adopt a resolution specifically making a determination not to appropriate the Minimum Annual Appropriated Amount; provided, however, failure to adopt such resolution shall not be deemed to mean that this Agreement has not been terminat~ if an Event of Non-Appropriation has occurred. Section 4.7. P~ents for Project: Termination of Agreement. Upon the exercise by Augusta of the prepayment option pursuant to Section 4.5(c) with respect to all of the Project then subject to, this Agreement, the satisfaction ofall conditions set forth in Section 4.5(c) and the payment of all other amounts due hereunder, Augusta shall be deemed to have terminated this Agreement. Section 4.8. Establishment of Completion Date. The Completion Date shall be evidenced to the Tmstee by a Completion Certificate signed by an Authorized Augusta Representative stating that, ex~:pt for amounts retained by the Trustee at Augusta's direction to pay any cost of the Project not then due and payable, (i) acquisition, construction and installation of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (Iii) all other facilities necessary in connection with the Projl~ct have been acquired, constructed and installed and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being, Forthwith upon completion of the acquisition, construction and installation of the Project, Augusta agrees to cause such certificate to be furnished to the TlUstee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the costs of the Project not then due and payable according to such certificate, If any such amounts so retained are not subsequently used, prior to any transfer lof said amounts to the Payment Subaccount of the Principal Account of the Certificate Payment Fund as provided below, the Trustee shall give notice to Augusta of the failure to apply said funds for payment of the costs of the Project. Any amount not to be retained in the Project Fund for payment of the costs of the Project, and all amounts so retained but not subsequently used, shall be transfem~d by the Trustee into the Payment Subaccount of the Principal Account of the Certificate Payment Fund, provided that the Trustee is first furnished with an opinion of Bond Counsel to the effect that such transfer is lawful and will not adversely affect the exclusion from federal income taxation of interest on the Certificates or this Agreement. [END OF ARTICLE IV] 18 . . ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS S4~tion 5.1. Maintenance.. Taxes and Assessments. (a.) Maintenance and Operation. During the term of this Agreement, Augusta shall, at its own exp€mse, maintain, manage, and operate the Project and all the improvements, therein in good order, condition and repair, ordinary wear and tear excepted. Further, Augusta shall provide or cause to be prmlided all security service, custodial service, janitor service, grounds keeping service, power, gas, telephone, light, heating and water, and all other public utility services. It is understood and agreed that in consideration of the payment by Augusta of the Installment Payments herein provided for, the Seller is only obligated to provide for the financing of the Project in the manner and to the extent herein provided, and neither RCPF, the Trustee nor any holder of any Certificates shall have any obligation to incur any expense of any kind or character in connection with the management, operation or maintenance of the Project during the term ofthis Agreement. Augusta shall keep the Project and any and all improvements thereto free and clear of all liens, charges and encumbrances. (b) Alterations. Augusta will not make any alterations, additions or improvements to the Project without the Seller's prior written consent; provided, however, that if such alterations, additions or improvements shall not diminish the value or utility of the Project, or impair the condition thereot: below the value, utility or condition thereof immediately prior to such alteration, addition or improvement (assuming the Project was then of the value or utility and in the condition required to be maintained by the terms of this Agreement), such written consent shall not be unreasonably denied. Augusta may, at any time, remove and not replace such property, if no Default or Event of Default has occUirred and is continuing and such property (i) is in addition to, and not in replacement of or substitution for, any property originally incorporated or installed in or attached to the Project on the date hen~of or any property in replacement ot: or substitution for, any such property, (ii) is not required to be incorporated or installed in or attached or added to the Project pursuant to this Section 5.1, and (ill) can be removed from the Project without diminishing or impairing the value, utility or condition which the Project would have had at such time had such alteration, addition or improvement not occurred. (e) Liens and Taxes. Augusta shall keep the Project free and clear of all levies, liens, mortgages and encumbrances except those created under the Security Deed, this Agreement and the Trust Indenture. Augusta shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the leasing, rental, sale, purchase, possession, ownership or use of the;: Project, whether imposed upon or payable by the Trustee, the Trust or Augusta, excluding, however" all taxes on or measured by the Seller's income. If Augusta fails to pay said charges and taxes when due, the Trustee shall have the right, but shall not be obligated, to pay said charges and taxes. If the Trustee pays any charge or tax for which Augusta is responsible or liable under this Agreement, Augusta shall reimburse the Trustee therefor plus interest on any unreimbursed amounts from the date of payment by the Trustee until the date of reimbursement. 19 . . Section 5.2. Cooperation. The Trustee and Augusta shall cooperate fully with the other at the exfense of Augusta in filing any proof ofloss with respect to any insurance policy maintained pursuant to this Article. Section 5.3. Insurance: Destruction or Dama~e to Project. Augusta will, at its expense, maintain ;Ilt all times during the Tenn, fire and extended coverage and property damage insurance with respect tiC) the Project in an amount equal to the full insurable value of the Project, with deductible amounts not in excess of $5,000, covering such risks, and with such insurers as Augusta shall deem appropriate. Ifin furtherance of its obligation under the preceding sentence Augusta procures an insurance:: policy or participates in an "interlocal risk management program," as such term is defined in Official Code of Georgia Annotated Section 36-85-1, or causes the Project to be covered under an existing policy, each such insurance policy or pool will name Augusta as an insured and each of the Trustee and RCPF or their respective assigns as an additional insured and loss payee, and will contain a clause requiring the insurer to give the Trustee at least thirty days' prior written notice of any altelration in the terms of such policy or the cancellation thereof The proceeds of any such insurance policies will be payable to Augusta, the Trustee, RCPF or their respective assigns, including, particularly, the Trustee, as their interests may appear. In the event of any loss, theft, destruction, damage, vandalism, injury or accident involving the Project or in the event that title to, or the temporary or permanent use of, the Project or any portion thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, prior to the payment of all the Installment Payments specified in this Agreement, Augusta will (i) promptly provide lhe Trustee with written notice thereof and make available to the Trustee all information and documentation relating thereto, (ii) promptly use the net insurance proceeds received in connection with such casualty if any, together with other funds (including Augusta's own funds as described in this Section) (A) to repair or restore the Project to its condition prior to such casualty; (B) to replace the ProJect with a similar project; or (C) to exercise its purchase option with respect to the Project under St:ction 4.5 and (iii) promptly upon satisfaction of the requirement set forth in clause (ii) above certify to the Trustee in writing that any replacement facility is as valuable as the Project. Augusta shall be obligated to pay the Trustee for deposit into the Project Fund an amount equal to the differenc:e in the value of the Project immediately before the casualty occurred (assuming the Project was then of the value or utility and in the condition and repair required to be maintained by the tenus thereof)! and the value of the Project after such replacement and repair or to exercise its payment option under the terms of Section 4.5 hereof In the event of any loss, damage, theft, vandalism or destruction of the Project or any part thereof prior to the payment in full of the unpaid Installment Payments specified in this Agreement, and the proceeds of any insurance maintained hereunder are insufficif~nt to repair or replace the Project so damaged, Augusta shall (i) exercise its purchase option under Section 4.5 hereof or (ii) fully repair the Project to its condition prior to such loss, theft, damage:, vandalism or destruction or replace it, using its own funds, The Trustee shall not be responsible for the sufficiency of any insurance herein required and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise, or settlement of any loss agreed to by the Trustee. 20 . . Section 5.4. Administrative Ex.penses. Augusta acknowledges that, as provided in Section 3;.07 of the Trust Indenture, the Administrative Expense Payments due hereunder or under the Trust Indenture will be adjusted from time to time and together with certain other payments due hereund€:f or under the Trust Indenture, will be billed to Augusta annually. Notwithstanding such billing procedures, Augusta hereby acknowledges and agrees that such billing procedures are being undertaken for the convenience of Augusta, and Augusta covenants and agrees to pay its Administrative Expenses as the same become due and payable. Section 5.5. Environmental R~presentatioDS and Covenants. Augusta hereby represents that: (a) To the best of its knowledge, after due inquiry, no litigation, investigation or administrative or other proceeding of any kind before or by any Governmental Corporation or private party relating to (i) any environmental, health or safety Requirement of Law, (ii) any Remedial Action, (ill) any Liabilities and Costs arising from the Release or threatened Release of Contaminant into the environment, or (iv) any other Liabilities and Costs arising from or concerning environmental, health or safety issues or conditions is pending or threatened against or involving the Project. (b) Except as set forth in Exhibit D, Augusta is not subject to any judgment, injunction, writ, order or agreement respecting (i) any environmental, health or safety Requirement of Law, (ii), any Remedial Action, (ill) any Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment, or (iv) any other Liabilities and Costs arising from or concerning environmental, health or safety issues or conditions arising from a violation oflaw. In addition, Augusta is not now aware, after due inquiry, of any grounds on which such a judgment, order or agreement might be based. (c) Augusta has taken all steps necessary to detennine and has detennined that no Contaminants have been disposed of on the Project in any material manner and that there has been no Release of any Contaminant on, from, under or to the Project other than in eompliance with applicable law. (d) The operations or other activities of Augusta will not result in the disposal or other Release of any Contaminant on or from the Project other than in all cases in compliance with applicable law. (e) Augusta has not received any notice or claim or information to the effect that :it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment in violation of applicable law. (f) No Environmental Lien has been attached to any of the Project. 21 . . (g) Except as may be disclosed in the environmental report for the Project provided by Augusta to the Seller, the Project does not contain any asbestos or PCB containing material in violation of applicable law. The operations or other activities of Augusta shall not result in the disposal or other Release of any Contaminant on or from the Project other than in compliance with all current and future applicable environmental laws and Augusta shall not engage in any activities that will result in the violation of any current or future environmental laws. Augusta shall obtain from time to time all permits required under current or future environmental laws so that the operations of Augusta will be in acol>rdance with such laws. Augusta will make available for inspection from time to time all documents and information in their possession and control regarding activities and conditions relating to the Project and other assets which may result or may have resulted in noncompliance with, or liability under, any Requirement of Law. Augusta shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge:, emit, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from the Project other than in accordance with all applicable Environmental Regulations, shall not permit any Hazardous Substance to be stored, located, generated, produced, processed, treated, transported, incorpomted, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom other than in accordance with all applicable Environmental Regulations, shall cause all Hazardous Substances found thereon to be properly removed therefrom and properly disposed of in accordance with all applicable Environmental Regulations, shall not install or permit to be installed any underground storage tank therein or thereunder other than in accordance with all applicable Environmental Regulations, and shall comply with all Environmental Regulations which are applicable to the Project. At any time, and from time to time, if the Seller so requests, based upon its reasonable judgment that changed circumstances raise environmental questions or concem~" the Project shall have any environmental review, audit, assessment and/or report relating to the Pr.oject theretofore provided by Augusta to the Seller updated, at the sole cost and expense of Augusta., by an engineer or scientist acceptable to the Seller, or shall have such a review, audit, assessment and/or report prepared for the Seller, if none has previously been so provided. Augusta shall indmnnify the Seller and shall hold the Seller harmless from, and shall reimburse the Seller for, any and all claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including court co:ns and attorneys' fees directly or indirectly incurred by the Seller (prior to trial, at trial and on appeal) in any action against or involving the Seller, resulting from any breach of the foregoing covenants, or from the discovery of any hazardous Substance, in, upon, under or over, or emanating from, the Project, whether or not Augusta is responsible therefor, it being the intent of Augusta that the Seller shall have no liability or responsibility for damage or injury to human health, the enviromnent or natural resources caused by, for abatement and/or cleanup ot: or otherwise with respect to, Hazardous Substances by virtue of their interests in the Project created by this Agreement or otherwise, or hereafter created, or as the result of the Seller exercising any of their rights or remedie:. with respect thereto hereunder or under any other instrument, including but not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure. The foregoing 22 . . representations, warranties and covenants of this Section shall be deemed continuing covenants, representations and warranties for the benefit of the Seller and any successors and assigns thereot: including but not limited to any transferee of the title of the Seller and any subsequent owner of the Project, md shall survive the satisfaction of release of this Agreement, or under any other instrument, and/or any acquisition of title to the Project or any part thereof by the Seller by deed in lieu of foreclosure or otherwise. Any amount covered by the foregoing indemnification shall bear interest from the date incurred at a rate of 1.0% above the highest rate of interest borne by any Certificate during the 365 days prior to the date on which such indemnification obligation w~ incurred, or, if less, the maximum rate permitted by law, and shall be payable on demand. The provisions of this paragraph shall apply to the fullest extent permitted by the Constitution and laws of the State of Georgia Anything herein to the contrary notwithstanding, the liability of Augusta for a breach of any of the covenants or indemnification provisions contained in this Section 5.5 shall be limited to the value of the Project and the Seller shall not make a claim for recovery thereon against any property or asset~: of Augusta other than the Project. II Contaminant" shall mean any waste, pollutant or hazardous substance, as those terms are defined ill the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. ' 9601, ~ ~., regulations promulgated thereunder and any applicable state statutes, and any toxic; substance, solid or hazardous waste as defined in RCRA and any applicable state statutes, special waste, petroleum or petroleum-derived substance, radioactive material or waste, polycWorinated biphenyls (PCBs), asbestos, or any constituent of any such substances or wastes. "Environmental Lien" shall mean a lien in favor of any governmental entity for (i) any liability under fi~deral or state environmental laws or regulations or (ii) damages arising, from, or costs incurred by such governmental entity in response to, a Release or threatened Release of a Contaminant into the environment. "Environmental Regulation" means any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating to dangerous, toxic or hazardous pollutants, contaminants, chemical waste, materials or substances. "Governmental Corporation" shall mean any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Hazardous Substances" means dangerous, toxic or hazardous pollutants, contaminants, chemi~Js, waste, materials or substances as defined in Environmental Regulations, and also any ureafonnaldehyde, polycWorinated biphenyls, asbestos, asbestos containing materials, nuclear fuel or wast(:, radioactive materials, explosives, carcinogens and petroleum products, or any other waste, material, substance, pollutant or Contaminant which would subject the owner or mortgagee to any damages, penalties or liabilities under any applicable Environmental Regulation. "Indemnified Parties" shall mean RCPF and the Trustee. . 23 . . "Liabilities and Costs" shall mean all liabilities, obligations, responsibilities, losses, damages, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigaltion and feasibility studies), fines, penalties, monetary sanctions and interest. "Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing or dispersing into the indoor or outdoor environment or into or out of the Project, including, but not limited to, the movement of Contaminants through or in the air, soil, surface water, groundwater or the :project and the abandonment or discard or barrels, containers and other open or closed receptacles containing any Contaminant. I~Remedial Action" shall mean actions related to (i) cleaning up, removing, treating or in any other way addressing Contaminants in the indoor or outdoor environment; (ii) preventing or minimizing the Release or threat of Release of Contaminants so that Contaminants do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; and (iii) coU~cting environmental data or performing pre-remedial studies and investigations and performing operations and maintenance and post-remedial monitoring and care. "Requirement of Law" shall mean any federal, state or local statute, ordinance, rule or regulation, any judicial or administrative order (whether or not on consent), request or judgment, any common law doctrine or theory, and any provision or condition of any Permit or other binding determination of any Governmental Corporation. [END OF ARTICLE V] 24 . . ARTICLE VI DISCLAIMER OF WARRANTIES; INDEMNIFICATION Section 6.1. DisclaimerofWammties. NElTIIERRCPFNOR THE TRUSTEE MAKES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO TIIE VALUE, DESIGN, CONDmON, MERCHANTABILITY OR FITNESS OF TIIE PROJECT FOR ANY PARTICULAR PURPOSE OR FOR THE USE CONTEMPLATED BY Augusta. In no event shall RCPF or the Trustee be liable for incidental, indirect, special or consequenfial damages, in connecti,on with or arising out of this Agreement for the existence, furnishing, functioning of Augusta"s use and possession of the Project. Section 6.2. Augusta's Ri&ht to Enforce Warranties. The Seller hereby irrevocably appoinu: Augusta its agent and attorney-in-fact during the Term of this Agreement, so long as Augusta, shall not be in default hereunder, to assert from time to time whatever claims and rights, including without limitation, warranty claims, claims for indemnification and claims for breach of any representations respecting the Project which the Seller may have against any vendor or contractor. Augusta's sole remedy for the breach of any such warranty, indemnification or representation shall be against the vendor or contractor with respect thereto, and not against the Seller, nor shall such matter bave any effect whatsoever on the rights and obligations of the Seller with respect to this Agreement, including the right to receive full and timely Installment Payments and all other payments due hereunder. Augusta shall be entitled to retain any and all amounts recovered as a result of the assertion of any such claims and rights, provided that Augusta shall apply such of the amounts as may be required to the repair of defects or omissions in the Project that occasioned such claims. The Seller shall, upon Augusta's request and at Augusta's expense, do all things and take all such actions as Augulsta may request in connection with the assertion of any such claims and rights, Section 6.3. Release and Indemnification Covenants. To the extent permitted by law, and su~ject to the limitations contained in Section 5.5 hereof: Augusta shall and hereby agrees to indemnity and save RCPF, the Trustee and any successors, assigns or subrogees harmless from and against any and all claims, losses, damages, actions, proceedings, expenses, or liabilities, including reasonable legal fees and expenses and court costs, arising in connection with the Project including but not IJmited to claims, losses, damages, actions, proceedings, expenses, or liabilities arising out of (i) the use, maintenance, condition or management of, the Project by Augusta, (ii) any breach or default on the part of Augusta in the performance of any of its obligations under this Agreement, (iii) any act or negligence of Augusta or of any of its agents, contractors, servants, employees or licensees with respect to the Project, (iv) any act or negligence of any assignee or sublessee of Augusta with respect to the Project, or (v) the acquisition, construction and installation of the Project or the authorization of payment of the costs thereof by Augusta, No indemnification of the Seller is made under this section or elsewhere in this Agreement for claims, losses or damages, including legal fees and expenses arising out of the willful misconduct, negligence, or breach of duty under this Agreement by the Seller, its officers, agents, employees, successors or assigns. 25 . . In case any action is brought against any indemnified party in connection with any matter contemplated under this Section 6.3 or Sections 6.4 or 6.5 hereunder, and it notifies Augusta of the commenc::ement thereof: Augusta will be entitled to participate in, and, to the extent that it chooses to do so:, to assume the defense thereof (mcluding the employment of counsel), and Augusta shall assume the payment of all fees and expenses relating to such defense and shall have the right to negotiat(l and consent to settlement thereof Section 6.4. Indemnification of Trustee. Without limitation of Augu~ta's obligations under Section 6.3 hereof: Augusta agrees to the extent pennitted by law and subject to the limitations set forth in Section 5.5 hereof: to indemnify and hold the Trustee harmless from any and all liability, loss, damage, costs and expenses of any nature (including interest and reasonable counsel fees) arising out of or in connection with the Trustee's obligations and duties, or those of its employees or agents arising from its performance under the Trust Indenture, except for costs, expenses, fees and liabilities arising out of the Trustee's negligence or breach of the duties of care herein specified. This indemnity includes, but is not limited to, any reasonable action taken or omitted within the scope of the Trust Indenturl~ or any action taken or omitted upon oral, telephonic or written instructions (authorized in the Tru~:t Indenture) received or reasonably believed to have been received from Augusta or any authorized representative of Augusta. Section 6.5. Certain Indemnifications. Without limitation of Augusta's obligations under Section 6.3, Augusta further agrees to the extent permitted by law and subject to the limitations set forth in Section 5.5 hereof, to indemnify and hold the Trustee and RCPF harmless from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever which the Trustee and RCPF may incur (or which may be claimed against the Trustee or RCPF by any person or entity whatsoever) by reason of or in connection with (a) the failure of Augusta to pay, perform or comply with the covenants or conditions in this Agreement or the Trust Indenture; (b) the breach by Augusta of any representation or warranty of Augusta contained in this Agreement or made by Augusta in connection herewith; and (c) enforcing any covenants of Augusta or conditions applicable to Augusta in this Agreement or the Trust Indenture. Section 6.6. Limitation. Notwithstanding any provision of Sections 5.7, 6.3, 6.4 and 6.5 hereof to the contrary, indemnification obligations of Augusta hereunder are payable only from amounu. that may be appropriated by Augusta, or after an Event of Non-Appropriation or Event of Default" from the realization of the Project as collateral. [END OF ARTICLE VI] 26 . . ARTICLE vn SUCCESSORS, ASSIGNMENT, PLEDGING, SALE, AND AMENDMENT Section 7.1. Assignment by RCPF.' Pursuant to the Trust Indenture, RCPF, simultam~ously with the execution and delivery of this Agreement, has transferred, assigned and otherwise: conveyed to the Trustee without recourse (but without limitation of its obligations in the Trust Indenture) all the right, title and interest ofRCPF in and to this Agreement, the Installment Payments, and RCPFs interest in and to the Project (mcluding without limitation the interest retained in the Reverter Deed), and in the Funds and Accounts. Except for such assignment to the Trustee as provi,ded in the Trust Indenture, RCPF will not assign this Agreement, its right to receive Installmel1lt Payments from Augusta, or its duties and obligations hereunder to any other person, firm or corporation without an opinion of Bond Counsel to the effect that the proposed assignment will not adversely affect the exclusion from gross income for federal income tax purposes of the Supplemental Payments, In addition, no assignment or reassignment of any ofRCPF's right, title, obligations or interest in this Agreement or the Project shall be effective unless and until Augusta shall have reGeived a duplicate original counterpart of the document by which the assignment or reassignment is made, disclosing the name and address of each such assignee; provided, however, that if such assignment is made to a bank: or trust company as trustee or paying agent or escrow agent for holders of the Certificates, it shall be sufficient that a copy of the agency or trust agreement shall have been deposited with Augusta. Augusta hereby acknowledges receipt of the Trust Indenture for purposes of this Section and hereby agrees to perform in accordance with the provisions of the Trust Indentun~. During the term hereof: Augusta shall keep, or cause to be kept, a complete and accurate record of all such assignments and reassignments received in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated thereunder. Upon such assignment all references herein to RCPF shall be deemed to be references to the Trustee, and the owners of the Certificates shall have the right to proceed directly against Augusta for their proportionate share of the Installment Payments. Section 7.2. No Assignment by Augusta: Leasing. This Agreement may not be assigned by Augusta. Augusta may lease all or part of the Project, with the prior written consent ofRCPF subject to all of the following conditions: (i) No such lease shall modify or limit any right or power of RCPF or the Trustee hereunder or under the Trust Indenture and all of the obligations of Augusta hereunder, including Augusta's obligations to make the Installment Payments, and any other amounts due hereunder, shall continw~ in full force and effect; (ii) Augusta shall, within thirty days after the delivery thereof, furnish or cause to be furnished to RCPF or its assignee and to the Trustee a true and complete copy of such lease; {iii) No lease by Augusta shall cause the Project to be used for a purpose other than a governmental or proprietary function authorized under the provisions of the laws of the State, and 27 . . (iv) RCPF and the Trustee shall have received an opinion of Bond Counsel to the effect that the e"clusion from gross income of interest on the Certificates for federal income tax purposes will not he adversely affected by such leasing. (v) Notwithstanding the foregoing, no additional consent ofRCPF shall be required for the creation of tenancies at will or other tenancies of one year or less for minor portions of the Project for provision of space to organizations providing services related to the conduct of municipal functiowi. Section 7.3. Amendment. Augusta will not alter, modifY or cancel or agree or consent to alter, modify or cancel this Agreement except as permitted by this Agreement and the Trust Indenture. [END OF ARTICLE VII] 28 . . ARTICLE VIII EVENTS OF DEF AUL T, NON-APPROPRIATION, AND REMEDIES Section 8.1. Events of Default Dermed. The following shall be "Events of Default" under this Agre;ment and the terms "Events of Default" and "Default" shall mean, whenever they are used in this Agreement, anyone or more of the following events: (i) Failure by Augusta to pay any payment required to be paid hereqnder and to be received by the Trustee on or before the date required for such payment; provided, however, Augusta shall haV(: forty-five days to cure any failure to pay the Termination Payment required pursuant to the second s.entence of Section 4.4(a)(3). (i~) or 5.3. Failure by Augusta to observe and perform any of its obligations under Sections 4.6 Oii) Failure by Augusta to observe and perform any other covenant, condition or agreement on its part to be observed or performed in the Trust Indenture or herein or otherwise with respect hereto, other than as referred to in clause (i) or (ii) of this Section, for a period of thirty days after written notice specifying such failure and requesting that it be remedied has been given to Augusta. by the Trustee; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Trustee shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Augusta within the applicable period and diligently pursued until the default is corrected. (iv) The failure of Augusta generally to pay its debts as the same become due or the filing by or against Augusta of a case in bankruptcy, or the subjection of any right or interest of Augusta under thi.s Agreement to any execution, garnislunent or attaclunent, or adjudication of Augusta as a bankrupt, or assignment by Augusta for the benefit of creditors, or the entry by Augusta into an agreeme:nt of composition with creditors, or the filing of a petition applicable to Augusta in any proceedings instituted under the provisions of the federal bankruptcy code, as amended, or under any similar federal or State act which may hereafter be enacted. (v) The Project shall not be subjected to any lien, encumbrance, transfer or conveyance without the written consent of the Trustee. Section 8.2. Remedies on Default and Non-Appropriation. Whenever any Event of Default lieferred to in Section 8.1 hereof shall have occurred and is continuing, or an Event of Non- Appropriation shall have occurred, the Trustee or its assigns may take anyone or more of the following remedial steps: (a) The Trustee may declare all installments of amounts payable under Section 4.4(a) and all Administrative Expense Payments payable under Section 5.4 for the remainder of the then current Installment Sale Year to be immediately due and payable, whereupon the same shall become immediately due and payable. If all payments payable under Section 4.4(a) for the remainder of the then CUI Tent Installment Sale Year are accelerated pursuant to this Section 8.2(a), the amount then 29 . . due and :payable by Augusta as accelerated payments shall be the sum of (1) the aggregate Basic PaymenU: due in the then current Installment Sale Year, (2) the aggregate Supplemental Payments due in the then current Installment Sale Year, (3) the Termination Payment, and (4) any other amounts which may be owing to the Trustee pursuant to this Agreement, including, without lirnitatiol1~ Section 5.4, for the then current Installment Sale Year; (b) The Trustee shall transfer all moneys on deposit in the Project Fund to the Redemption SubaccOlmt of the Principal Account of the Certificate Payment Fund; ((:) The Trustee may exercise its remedies under the Reverter Deed and take possession of the Prc~ect with or without terminating this Agreement (provided, however, this Agreement shall be termim.ted only upon an Event of Non-Appropriation or in accordance with the terms of Section 4.3) and without any liability to Augusta for such repossession, and lease or sell all or any portion of the Proje(:t; the Trustee shall deposit in the Redemption Subaccount of the Principal Account of the Certificatl~ Payment Fund pursuant to the Trust Indenture all Liquidation Proceeds received pursuant to the eXl~rcise of such remedy. (d) The Trustee may require Augusta to furnish copies of all books and records of Augusta pertaining to the Project; and ((:) The Trustee may take whatever action at law or in equity which may appear to the Trustee necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of Augusta under this Agreement. Section 8.3. Non-Appropriation. Upon an Event of Non-Appropriation, Augusta shall not be obligated to make the Installment Payments and other payments provided for herein beyond the last day of the Installment Sale Year in which such Event of Non-Appropriation occurred. Upon the occurrence of an Event of Non-Appropriation, Augusta shall give immediate written notice thereof to the Trustee. Section 8.4. Surrender of the Project. The parties hereto agree that, upon the exercise of the right of reverter under Section 3.1 by the Trustee, Augusta shall have all responsibility for surrendering the Project. Within ten days after the occurrence of an Event of Non-Appropriation or an Event of Default, Augusta shall surrender the Project to the Trustee. Section 8.5. No Remedy Exclusive. No remedy conferred herein upon or reserved to the Trustee i~: intended to be exclusive and every such remedy shall be cumulative and shall be in addition, to every ()ther remedy given under this Agreement or now or hereafter existing at law or in equity, No delay or omission to exercise any right or power accruing upon any default shall impair any such right or ]power or shall be construed to be a waiver thereot: but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exerci~:e any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article or by law. 30 . . S4~tion 8.6. A&reement to Pay Attom~' Fees and Expenses. In the event either party to this Agreement should default under any of the provisions hereof and the non-defaulting party or the Trustee should employ attorneys or incur other expenses for the collection of moneys or the enforcement of performance or obselVance of any obligation or agreement on the part of the defaulting party contained herein, the defaulting party agrees that it will on demand therefor pay to the non-<l:efaulting party the reasonable fees of such attorneys and such other expenses so incurred by the non-defaulting party. Sl~tion 8.7. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party or the Trustee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. [END OF ARTICLE VIll] 31 . . ARTICLE IX MISCELLANEOUS S.~tion 9.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received five (5) business days after deposit in the United States mail in certified fonn, postage prepaid, at the following addresses: If to Augusta: Augusta, Georgia 530 Greene Street Augusta, Georgia 3090 I Attention: Charles R Oliver, Administrator I1'to RCPF: Richmond County Public Facilities, Inc. c/o Burnside, Wall, Daniel, Ellison & Revell 454 Greene Street Augusta, Georgia 30901 Attention: James B. Wall If to the Trustee: Regions Bank Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 f\ny party, by notice given hereunder, may designate different addresses to which subsequent notices, Gertificates or other communications will be sent. Section 9.2. Binding Effect: Assignment. This Agreement shall inure to the benefit of and shall. be binding upon RCPF and Augusta and their respective successors and the assigns of RCPF. This Agreement may not be assigned by Augusta. S,ection 9.3. Severability. In the event any provision of this Agreement shall be held invalid (lr unenforceable by a court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof ~:ection 9.4. Amendments. Changes and Modifications. This Agreement may not be amended or any of its terms modified without the written consent of Augusta, the Trustee and RCPF. Section 9.5. Further Assurances and Corrective Instruments. The Seller and Augusta agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Project or intended so to be or for carrying out the expressed intention of this Agreement. 32 . . Sl~tion 9.6. Execution in CounteQ)arts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. S~tion 9.7. Applicable Law. This Agreement shall be governed by and construed in accordan,ce with the laws of the State. IN WITNESS WHEREOF, Augusta and RCPF have caused this Agreement to be executed in their mspective corporate names and their respective corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written. Signed, sealed and delivered in the pn::sence of RICHMOND COUNTY PUBLIC FACILITIES, INC. By: Unofficial Witness Title President Attest: Title Secretary Notary Public My Commission Expires: [SEAL] [NOTARIAL SEAL] 33 e e Signed, sealed and delivered in the presence of AUGUSTA, GEORGIA By: Unofficial Witness Its Mayor Attest: Its Clerk Notary Public My Commission Expires: [NOTARIAL SEAL] 34 [S E AL] . . EXHIBIT" A" Basic Terms INSTALLMENT SALE AMOUNT: Deposit to Project Fund (for Construction) $1,636,079.55 Cost (If Issuance 34,100.00 Pre-Sale Cost Amount 34,820.45 Total $1,705.000.00 MlNIMCM ANNUAL APPROPRIATED AMOUNT (FY 1998): AnnmJ Installment Payment Amount $82,864.44 Minimum Annual Administrative Expense Amount 1,500.00 Termination Payment Amount* o Total $84.364.44 * Tl~nnination Payment Amount must be appropriated each year, but would be payable only in the Event of Default or Event of Non-Appropriation under Augusta's Installment Sale Agreement. . . DUE DATE BASIC PAYMENT (rRINCIP AL) SUPPLEMENTAL PAYMENT PERIOD (JNTERES1) TOTAL REMAINING BALANCE 12/31/98 37,723.62 45,140.82 82,864.44 1,667,276.38 1998 Total 37,723.62 45,140.82 82,864.44 . 6/30/99 39,442.08 43,422.36 82,864.44 1,627,834.30 12/31/99 39,766.62 43,097.82 82,864.44 1,588,057.68 1999 Total 79,208.70 86,520.18 165,728.88 6/30/2000 41,276.48 41,587.96 82,864.44 1,546,791.20 12/31/2000 41,912.29 40,952.15 82,864.44 1,504,878.91 2000 Total 83,188.77 82,540.11 165,728.88 6/30/2001 43,671.54 39,192.90 82,864.44 1,461,207.37 12/31/2001 44,178.16 38,686.28 82,864.44 1,417,029,21 2001 Total 87,849.70 77,879.18 165,728.88 6/30/2002 45,959.49 36,904.95 82,864.44 1,371,069.72 12/31/2002 46,564.51 36,299.93 82,864.44 1,324,505.11 2002 Total 92,524.10 73,204.78 165,728.88 6/30/2003 48,369.18 34,495.26 82,864.44 1,276,135.93 12/31/2003 49,078.03 33,786.41 82,864.44 1,227,057.90 2003 Total 97,447.21 68,281.67 165,728.88 6/30/2004 50,730.52 32,133.92 82,864.44 1,176,327.38 12/31/2004 51,720.52 31,143.92 82,864.44 1,124,606.86 2004 Total 102,451.04 63,277.84 165,728.88 6/30/2005 53,575.30 29,289.14 82,864.44 1,071,031.56 12/31/2005 54,508.29 28,356.15 82,864.44 1,016,523.27 2005 Total 108,083.59 57,645.29 165,728.88 2 e . 6/30/2006 56,390.22 26,474.22 82,864.44 960,133.05 12/31/2006 57,444.38 25,420.06 82,864.44 902,688.67 2006 T otil 113,834.50 51,894.28 165,728.88 6/30/2007 59,354.92 23,509.52 82,864.44 843,333.75 12/31/2007 60,536.71 22,327.73 82,864.44 782,797.04 2007 T otaI 119,891.63 45,837.25 165,728.88 6/30/2008 62,364.73 20,499.71 82,864.44 720,432.31 12/31/2008 63,790.59 19,073.85 82,864.44 666,541.72 2008 Total 126,155.32 39,573.56 165,728.88 6/30/2009 65,762.94 17,101.50 82,864.44 590,878.78 12/31/2009 67,220.60 15,643.84 82,864.44 523,658.18 2009 Total 132,983.54 32,745.34 165,728.88 6/30/2010 69,226.34 13,638.10 82,864.44 454,431.84 12/31/2010 70,833.10 12,031.34 82,864.44 383,598.74 2010 Total 140,060.44 25,668.44 165,728.88 6/30/2011 72,874.04 9,990.40 82,864.44 310,724.70 12/31/2011 74,637.83 8,226.61 82,864.44 236,086.87 2011 Total 147,511.87 18,217.01 165,728.88 6/30/201:2 76,681.86 6,182.58 82,864.44 159,405.02 12/31/2012 78,644.10 4,220.34 82,864.44 80,760.92 2012 Total 155,325.95 10,402.93 165,728.88 6/30/2013 80,760,92 2,103,33 82,864.25 0.00 2013 T otaI 80,760.92 2,103.33 82,864.25 NOTE: This schedule of payments is based upon the assumption that the Supplemental Payment (Interest) will remain constant at the rate in effect at the time of issuance of 5.18%. In fact, the Supplemental Payment (Interest) will be adjusted on January 1, 2004 and January 1, 2009 and at those time this schedule of payments shall be adjusted based on the outstanding principal balance, the Adjusted Rate and the remaining Term to determine the amount of equal semi-annual installments to payoff the total of the Basic Payments (principal) and the Supplemental Payments (Interest) assuming that the Adjusted Rate then in effect remains unchanged throughout the remaining term. 3 . . EXIllBIT "B" Project Description Th(~ Project shall consist of renovations to the Augusta Golf Course including the following: 1. Complete irrigation system replacement. 2. New clubhouse and cart storage building. 3. New maintenance shop. 4. New practice range and putting green. 5. Redesign the 15th and 18th holes. 6. Parking and cart path improvements. 7. Demolition of the existing clubhouse. This work shall be done in accordance with the Improvement Plan for Augusta Golf Course dated November 3, 1997, the description of the land constituting the Augusta Golf Course is as follows: ALJL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 aeres, more or less, and being bounded as follows: On the North, by the following tracts ofland: (1) property of Brickle, Huffinan, and Huffinan, and prop<:rty of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office: of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the "BrickleProperty"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the "Airport Property"). On the East, by the Airport Property and by the right-of-way of Highland Avenue. On the South, by the right-of-way of Damascus Road; and On the West, by the following tracts ofland: (1) property of Garren and Nordmann, as shown on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said CIoerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, 4 . . prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle Property. REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and accurate description as to the metes, bounds and location of the subj~ property. THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richmond County, Georgia. SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject property in a general north-south direction. B - 5 5 . . EXlllBIT "C" STATE OF GEORGIA RICHMOND COUNTY LlMITED WARRANTY DEED WITH REVERTER TEllS INSTRUMENT is made this _ day of June, 1998, between Richmond County Public Facilities, Inc., a Georgia non-profit corporation ("Grantorll), and Augusta, Georgia, a county-wide government which is a body corporate and politic and a political subdivision of the State of Georgia (IIGranteell) (the terms Grantor and Grantee include their respective heirs, legal representatives, successors and assigns where the context hereof requires or permits). This instrument evidences for public re<:ord certain rights created under a Public Purpose Installment Sale Agreement dated as of June 1, 1998, between Grantor and Grantee (the IIInstallment Sale Agreementll). VIITNESSElH lHAT: Grantor, for and in consideration of the sum ofTEN AND NO/100 DOLLAltS ($10.00), and other good and valuable consideration, in hand paid at and before the sealing and delivery of these presents, the receipt, adequacy and sufficiency of which are hereby acknowledged by Grantor, has granted, bargained, sold, and conveyed, and by these presents does hereby grant, bargain, sell, and convey unto Grantee, the real property described in Exhibit IIAII attached hereto and by this reference incorporated herein (the IIPropertyll). TO HAVE AND TO HOLD the above-described tract or parcel of land, together with all and singular the rights, members and appurtenances thereof, to the same being, belonging or in any wise appertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE SIMPLE; provided, however, that should there occur an IIEvent of Non-Appropriation II or IIEvent of Default, II as defined in the Installment Sale Agreement, then the Grantor may serve a notice in writing to the Grantee that the title to the Property, in the condition and as conveyed hereunder and as the Property has been improved, shall revert to the Grantee, and upon the occurrence of such event, the title to the Property, in the condition and as conveyed hereunder and as the same has been improved shall immediately and without the necessity of any further action on the part of the Grantor or the Grantee revert to and vest in Grantor, and the Grantee shall lose and forfeit all of its rights, title, and interest in and to the Property and all improvements and fixtures thereon. AND, the Grantor will warrant and forever defend the right and title to the above-described tract or parcel ofland unto the Grantee against the lawful claims of all persons claiming by or through the Grantor, except as to the permitted encumbrances described in Exhibit IIBII attached hereto and by this rl~ference incorporated herein. Notwithstanding anything herein to the contrary, the Grantee and the Grantor acknowledge and agree that the rights of the Grantee in the Property and all improvements thereon are subject and subordinate to a Deed to Secure Debt and Security Agreement dated as of June 1, 1998 from the . . Grantor to Regions Bank, as Trustee (the "Security Deed"), filed for record contemporaneously herewith, in the Office of the Clerk of Superior Court of Richmond County, Georgia, and that the rights of the grantee in the Property and all improvements thereon are subject to termination in the event the :Property is sold pursuant to the exercise of remedies under the Security Deed. The Grantor hereby assigns its equity of redemption in the Property under the Security Deed to the Grantee. nol WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year first above written. Signed, sealed and delivered in the presence of: RICHMOND COUNTY PUBLIC F AClLITIES, INC. By: Unofficial Witness Title: Attest: Title: Notary Public [SEAL] 2 . . EXIllBIT "A" LIMITED WARRANTY DEED WITH REVERTER AlL.L that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-Richmond County, Georgia, lying on the western side of HigWand Avenue, containing 142.00 acres, more or less, and being bounded as follows: Oil the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office of lhe Clerk of Superior Court of Richmond County, Georgia, in Realty Book II U, page 319 (the "Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded in Realty Ree1411, pages 1759-1764, in said Clerk's Office (the" Airport Property"). Gn the East, by the Airport Property and by the right-<lf-way of Highland Avenue. On the South, by the right-<lf-way of Damascus Road; and On the West, by the following tracts of land: (1) property of Garren and Nordmann, as shown on that ce:rtain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta- Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle Property. REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete: and accurate description as to the metes, bounds and location of the subject property. 'mE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records of Augusta-Richmond County, Georgia. :SAID property is conveyed subject to the right-<lf-way of Old Camp Road which bisects the subject property in a general north-south direction. . . Exhibit "D" A consent judgment was entered in an action brought by Georgia Environmental Organization, Inc., a nonprofit corporation vs. City of Augusta, U. S. District Court, Southern District of Georgia, Civil Action File No. CVI94-151, under the terms of which the City agreed to pay $10,000.00 to the United States Treasury in civil penalties, attorney's fees, and $150,000.00 for "Supplemental Environmental Projects". All of these sums have been paid. In addition, the Order provides for fines to be imposed should Augusta fail to meet construction deadlines for the Constructed Wetlands Project, for failure to meet pre-construction limits on discharge, and for failure to meet limits following completion of construction in OctJber, 2000. However, all such fines are capped, and the maximum fines that could be imposed for failure to meet discharge limits prior to completion of the project is $200,000.00, for failure to meet the construction deadline is $250,000.00, and for failure to meet the discharge limits by January 1, 2001 is $250,000.00. In addition, Robert McElmuarray and Boyceland Dairy have placed Augusta on notice that they intend to file suit under certain federal statutes, including the Clean Water Act, for damage~) they contend to have suffered on the farm property related to the application of sludge from the City's Wastewater Treatment Plant. Experts consulted by the City contend that the City IS sludge at all times met federal guidelines. The City is also under the Wastewater Treatment Plant, Spirit Creek Treatment Facility. orders affect the proj ect, nor financial exposure to Augusta. certain consent orders relating to sanitary sewer lines, and the However, none of these consent do they create any substantial . . EXHIBIT "B" TRUST INDENTURE between RICHMOND COUNTY PUBLIC FACILITIES, INC. and REGIONS BANK, AS TRUSTEE Dated as of June 1, 1998 $1,705,000 Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 Evidencing Proportionate Interests of the Owners Thereof in Installment Payments to be Made by Augusta, Georgia Pursuant to a Public Purpose Installment Sale Agreement . . TABLE OF CONTENTS ~ ARTICLE I DEFINITIONS Section 1.01. Definitions .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1.02, Rules of Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . '.' . . . . . . . . . . . 6 ARTICLE II THE CERTIFICATES Section 2.01. Authorized Aggregate Principal Amount of the Certificates ..................... 8 Section 2.02, Issuance of Certificates; Form of Certificates ................................ 8 Section 2.03, Details of Certificates; Payment ............,............................. 8 Section 2.04. Payment; Execution; Limited Obligation. . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 2.05. Maturity, Interest Rates and Interest Payment Provisions for Certificates ........... 9 Section 2.06. Authentication .......,..,....,..,..........,..................,..... 10 Section 2.07. Authorization; Issuance and Delivery of Certificates . . . . . . . . . . . . . . . . , . . . . . . . . . 10 Section 2.08. Mutilated, Lost, Stolen or Destroyed Certificates . . . . . . . . , . . . . . . . . . . . . . . . , . . . 11 Section 2.09. Transfer and Exchange of Certificates; Persons Treated as Owners. . . . . . . . . . . . . . . 12 Section 2.10. Destruction of Certificates ..........................,..."...,......... 13 ARTICLE m REVENUES AND FUNDS Section 3.01. Payments Under the Installment Sale Agreement ............................ 14 Section 3.02. Creation of Funds and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 14 Section 3.03. Application of Certificate Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 3.04. Project Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 3.05. [Reserved] ......................................................... 16 Section 3.06. Certificate Payment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 3.07. Administrative Expense Payment Fund ....................................16 Section3.m:. Amounts Remaining in Funds and Accounts ................................16 Section 3.09. Reports ........................................................... 17 Section 3.10. Investment of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 3.11. Other Payments ..................................................... 17 Section 3.12. Amounts Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 3. n. Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE IV REDEMPTION OF CERTIFICATES Section 4.01. Redemption Generally ................................................ 19 Section 4.0:2. Optional Redemption of the Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 . . Section 4.03. Mandatory Redemption of the Certificates ................................. 19 Section 4.04. Notice of Redemption ................................................ 19 Section 4.05. Certificates Due and Payable on Redemption Date; Interest Ceases to Accrue ......................,........................................ 20 Section 4.06, Partial Redemption of Certificates ....................................... 20 ARTICLE V DISCHARGE OF TRUST INDENTURE Section 5.01 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 5.02 Discharge of Lien .................................................... 22 ARTICLE VI DEFAULT PROVISIONS AND REMEDIES Section 6.01. Defaults, Event of Default ............................................. 23 Section 6.02. Trustee's Remedies. . . . . . . . . . . . . . . . . . . . . , . . . . , . . . . . . . . . . . . . . . . . . . . . . . . 23 ARTICLE VII THE TRUSTEE Section 7.0]. Acceptance of the Trusts ............,.....................,........... 24 Section 7.02. Fees, Charges and Expenses of Trustee ...............,...,............... 25 Section 7.m. Intervention by Trustee ........................,..,..,.,.............. 26 Section 7.04. Successor Trustee ................................................... 26 Section 7.05. Resignation by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 7.06. Appointment of Successor Trustee by the Certificate holders; Temporary Trustee ........................................................ 26 Section 7.07. Concerning Any Successor Trustee ......................................26 Section 7.08. Appointment of Separate or Co-Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27 Section 7.09. Trustee Not Responsible for Obligations of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . 28 ARTICLE vrn MISCELLANEOUS Section 8.01. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . 29 Section 8.02. Rights of Certificate holders. , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 8.03. Certificates Nonassessable and Fully Paid, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.04. Severability ........................................................ 30 Section 8,05. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.06. Payments Due on Saturdays, Sundays and Holidays ............... . . . . . . . . . . . 30 Section 8.07. Security Interest. . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.08. Counterparts .................................,..................... 31 Section 8.09. Applicable ProvisionS of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Exhibit A - Fonn of Certificate . . THIS TRUST INDENTURE dated as ofIune 1, 1998, between RICHMOND COUNTY PUBLIC FA.CILITIES, INC., a not-for-profit corporation organized under the laws of the State of Georgia ("RiCPF"), and REGIONS BANK, a state chartered bank and trust company, organized under the laws of the State of Alabama, and authorized to accept and execute trusts of the character herein set out, as Trustee (the "Trustee")~ WIT N E SSE T H: WHEREAS, RCPF is, simultaneously with the execution and delivery of this Trust Indenture, entering into a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement"), dated the date her1eo( with Augusta, Georgia ("Augusta"), with respect to the hereinafter described Project~ and WHEREAS, Augusta has authorized the sale and delivery of the Richmond County Public Facilities, IIilC., Certificates of Participation (Augusta Golf Course Project), Series 1998 (the "Certificate:;") evidencing undivided and proportionate interests in the Installment Sale Agreement~ NO'W THEREFORE, THIS TRUST INDENTURE WITNESSETH: There is hereby established 'by RCPF the Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust~ and RCPF, simultaneously with the execution and delivery of this Trust Indenture, hereby sells, transfers, assigns, and otherwise conveys to the Trustee without recourse (but without limitation of its obligations in this Trust Indenture) all the right, title and interest ofRCPF in and to the Installment Sale Agreement, the Installment Payments and RCPF's interest in and to the ])roject (including the interest retained in the Reverter Deed), and the Funds and Accounts and monies on deposit in the Certificate Payment Fund. The Trustee acknowledges its acceptance, simultaneously with the execution and delivery of this Trust Indenture, of all right, title, and interest in and to the Installment Sale Agreement and the other items related thereto conveyed by RCPF and described above and declares that the Trustee holds and will hold such right, title, and interest, upon the trusts s<~t forth in this Trust Indenture. RCPF hereby represents, warrants, covenants and agrees as follows: (1) The Installment Sale Agreement constitutes the legal, valid and binding obligation of RCPF, ent4)fceable in accordance with its terms~ (2) RCPF has not pledged or otherwise encumbered any of the Installment Payments or other amounts derived from its rights under the Installment Sale Agreement, or any interests in the Project, except as provided herein or in the Installment Sale Agreement~ (3) The execution and delivery of this Trust Indenture and the issuance and sale of the Certificates does not conflict with or result in a breach of the terms, conditions or provisions of the articles of incorporation or bylaws ofRCPF or any restriction or any agreement or instrument to which RCPF is fi!:)W a party or by which RCPF is bound, or constitute a default under any of the foregoing, or, except as set forth herein, result in the creation or imposition of any lien, charge or encumbrance whatsoeve:r upon any of the property or assets ofRCPF or upon the Project~ . . (4) The Instalhnent Sale Amount (as such term is defined in the Installment Sale Agreement) ~hall be fully funded contemporaneously with the execution and delivery of this Trust Indenture and the Installment Sale Agreement. TIllS: TRUST INDENTURE FURTHER WITNESSETH and it is expressly declared that all Certificates ulSUed hereunder are to be issued, authenticated, delivered and dealt with, and all said property henby given, granted, bargained, aliened, remised, released, conveyed, transferred, assigned, confirmed and set over and pledged is to be dealt with and disposed of: under, upon aI!d subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed. 2 . . ARTICLE I DEFINITIONS Section 1.01. Definitions. In addition to the words and terms elsewhere defined in this Trust Indenture and in the Installment Sale Agreement, the following words and terms as used in this Trust Indenture shall have the following meanings unless the context or use indicates another or different meaning or intent: "AQjiusted Rate" means a rate of interest per annum equal to 95% of the United States Treasury Bond rate for five year maturities which shall be determined and set for each Adjusted Rate Period on October 1 immediately preceding the beginning of such Adjusted Rate Period; provided, however, that the Adjusted Rate shall never exceed 15% per annum. "Adiusted Rate Period" means each of the following time periods: January 1, 2004 through December 31, 2008 January 1, 2009 and thereafter "Administrative Expense Payment" shall have the meaning ascribed thereto in the Installment Sale Agreement. "Administrative Expense Payment Fund" means the fund by that name created in Section 3.02. "Administrative Expenses" shall have the meaning ascribed thereto in the Installment Sale Agreement. "A1Jgusm" shall mean Augusta, Georgia, a county-wide government body politic and corporate and a political subdivision of the State of Georgia. "fumd Counsel" means any recognized bond counsel reasonably acceptable to RCPF and the Trustee. "B.1J.siness Day" means any day excluding Saturday, Sunday and any day on which banks in Augusta, Georgia, or in such other city in which the principal corporate trust office of the Trustee is located are authorized by law or other governmental action to close. "Q::rtificate Payment Fund" means the fund by that name created in Section 3.02. "{&:rtificateholder" or "Holder" or "Owner" or "Owner of the Certificates" or "Holder of Certificate:t" means the registered owner of any Certificate. "Q~rtificates" means the Certificates issued hereunder and any Certificates issued in replacement or exchange therefor pursuant to Section 2.08 or 2.09. "Qlosing Date" means the date of initial delivery of the Certificates. 3 . . "~~" means the Internal Revenue Code of 1986 and the regulations proposed or promulgated thereunder. ",Cw;npletion Certificate" means a certificate delivered to the Trustee pursuant to Section 4.8 of the Installnwnt Sale Agreement. "~:nt of Default" or "event of default" means, with respect to this Trust Indenture, those events of default specified in and defined by Section 6.01, and, when used in reference to the Installment :;ale Agreement, the meaning ascribed to such term in the Installment Sale' Agreement. "~~nt ofNon-A~propriation" shall have the meaning ascribed thereto in the Installment Sale Agreement. "Ell[lds and Accounts" means the funds and the accounts created pursuant to Section 3.02. "lns,tallment Payments" shall have the meaning ascribed thereto in the Installment Sale Agreement. ".Installment Sale Amount" shall have the meaning ascribed thereto in the Installment Sale Agreement. "In1erest Account" means the Interest Account created within the Certificate Payment Fund pursuant to Section 3.02. "Interest Payment Date" means each June 30 and December 31, commencing December 31, , 1998, and amy date set for the redemption of the Certificates in whole. "Ns;ltice Address" means, as to Augusta, the address given in the Installment Sale Agreement; and as to RCPF and the Trustee, the addresses set forth in Section 8.05 The;: terms "outstanding" and '.'Certificates outstanding" means all Certificates which have been duly authenticated and delivered by the Trustee, as the case may be, under this Trust Indenture, except: 1. Certificates canceled after purchase in the open market or because of payment at or red'emption prior to maturity; or 2. Certificates in lieu of which others have been authenticated under Sections 2.08 or 2.09. ",&:rmitted Investments" as applied to investments of moneys in all Funds and Accounts, means: (i) bonds, notes, certificates of indebtedness, treasury bills, or other securities constituting direct obligatiom: of the United States of America or obligations the payment of the principal of and interest on which is unconditionally guaranteed by the United States of America; (ii) bonds, notes, debentures and other l~vidences of indebtedness issued by any agency or instrumentality of the United States of America which are lawful under applicable Georgia law; (ill) certificates of deposit or time deposits of 4 . . any state or national bank or trust company (including the Trustee if it meets the qualifications set forth herein), whi(:h said bank or trust company has deposits insured by the Federal Deposit Insurance Corporation if such certificates of deposit or time deposits are continually and fully insured by the Federal Dep)Sit Insurance Corporation or continually and fully secured by the obligations described in clause (i) above; and (iv) the local government investment pool created in O.C.G.A ~ 36-83-8. Investments may be made through repurchase agreements in direct obligations of the United States Government and obligations described in (ii) above with banks and other licensed dealers. Permitted Investments also shall include securities of or other interests in any no-load, open-end .management type investment company or investment trust registered under the Investment Company Act of 1940, as from time to time amended, or any common trust fund maintained by any bank or trust company which holds such proceeds as trustee or by an affiliate thereof so long as: (a) the portfolio of such investment company or investment trust or common trust fund is limited to the obligations referenced in subsection (i) above and repurchase agreements fully collateralized by any such obligations; (b) such investment company or investment trust or common trust fund takes delivery of such collateral either directly or through an authorized custodian; ( c) such investment company or investment trust or common trust fund is managed so as to maintain its shares at a constant net asset value; and (d) securities of or other interests in such investment company or investment trust or common tru.st funds are purchased and redeemed only through the use of national or state banks having corporate trust powers and located within the State. "~SQ!l" means natural persons, finns, associations, corporations and public bodies. "~:-Sale Cost Amount" means the amount so designated in Exhibit "A" to the Installment Sale Agreement, representing reimbursement for costs of the acquisition of portions of the Project incurred by Augusta prior to or on the Closing Date. "frilrlcipal Account" means the Principal Account created within the Certificate Payment Fund by Section 3.02, within which Account there shall be a Payment Subaccount and a Redemption Subaccount. "fu~" means the Project described in the Installment Sale Agreement. "fmject Fund" means the fund by that name created pursuant to Article 3.02. "frs>portionate" means, when used with respect to a particular redemption of a Certificate, an amount determined by multiplying the aggregate principal amount to be then prepaid on all the Certificates times a fraction the numerator of which is the outstanding principal amount of such Certificate :and the denominator of which is the then outstanding principal amount of all Certificates. 5 . . "~:E" shall mean the Ricrnnond County Public Facilities, Inc., a Georgia not-for-profit corporation, and its successors and assigns. "~)rd Date" means the fifteenth day of the month, whether or not a Business Day, preceding each Interest Payment Date. "E&YI~rter Deed" means the Reverter Deed referred to in the Installment Sale Agreement. "~uity Deed" means the Deed to Secure Debt and Security Agreement of even date herewith by RCPF in Javor of the Trustee with respect to the Project as security for payments on the Certificate. "Stat~" means the State of Georgia. "Im;n" means the trust created hereunder, the estate of which consists of the Installment Sale Agreement, the Installment Payments, RCPFs interest in the Project (including the interest retained in the Reverter Deed), moneys on deposit in the Funds and Accounts, and moneys on deposit in the Certificate Payment Fund (the "Trust Estate"). "Irnst Indenture" means this instrument as originally executed or as it may from time to time be amended or supplemented pursuant to Section 8.01 . "Jlnjted States Government Obligations" means direct obligations of the United States of America and obligations the timely payment of principal and interest on which is fully guaranteed by the United Stat(:s of America. Section 1.02. Rules of Interpretation. For all purposes of this Trust Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) "This Trust Indenture" means this instrument as originally executed and as it may from time to time: be supplemented or amended pursuant to the applicable provisions hereof (b) All references in this instrument to designated "Articles," "Sections" and other subdivisiom: are to be designated Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein, " "hereof:" "hereunder," and "herewith," and other words of similar import refer to this Trust Indenture as a whole and not to any particular Article, Section or other subdivision, (c) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. (d) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles. ( e) The terms defined efsewhere in this Trust Indenture shall have the meanings therein prescribed for them. 6 . . (f) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. (g) The headings used in this Trust Indenture are for convenience of reference only and shall not define or limit the provisions hereof. (h) Words in the singular include the plural and vice versa. (i) All other terms not defined herein which are defined in the Installment Sale Agreement shall have th€: meanings prescribed therefor in the Installment Sale Agreement. [END OF ARTICLE I] 7 . . ARTICLE n THE CERTIFICATES Section 2.01. Authorized Aeerqate Principal Amount of the Certificates. No Certificates may be issued under the provisions of this Trust Indenture except in accordance with this Article. The aggregate principal amount of Certificates that may be issued and outstanding at any time is hereby expressly limJted to $1,705,000 (other than those issued pursuant to Sections 2.08 and 2.09). Each Certificate shall represent an undivided fractional interest in the estate held by the Tru~t; and the fractional interest represented by a Certificate shall be determined by dividing the outstanding principal amount of sllch Certificate by the aggregate outstanding principal amount of all Certificates. Secti.on 2.02. Issuance of Certificates: Form of Certificates. The Certificates shall be designated ":Richmond County Public Facilities, Inc., Certificates of Participation (Augusta Golf Course Projl~), Series 1998". The Certificates shall be issuable in the amount of $5,000 or any integral multiple thereof as fully registered certificates without coupons. The Certificates shall be numbered from R-I consecutively upward. The Certificates shall be substantially in the form set forth in Exhibit "A" hereto with such appropriate variations, omissions and insertions as are permitted or required by this Trust Indenture, and may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. Section 2.03. Details of Certificates: Payment. Certificates authenticated prior to the first Interest Payment Date shall bear interest from the date of authentication. Certificates authenticated on or after the :lirst Interest Payment Date thereon shall bear interest from the Interest Payment Date next preceding the date of the Trustee's authentication thereof, unless such date of authentication is an Interest Payment Date to which interest on the Certificates has been paid in full or duly provided for, in which case they shall bear interest from such Interest Payment Date; provided that if, as shown by the records of the Trustee, interest on the Certificates shall be in default, Certificates shall bear interest from the da1te to which interest has been paid in full on the Certificates, or if no interest has been paid on the Certificates, from the date of authentication of the Certificates. The principal of and interest on the Certificutes shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. Payment of the principal of all Certificates shall be made upon the presentation and surrender of such Certificates as the same shall become due and payable. Principal of and premium, if any, and interest on the Certificates shall be payable in the manner and to the Owner as of the Record Date as specified in the form of Certificates set forth in Exhibit " A" hereto. Section 2.04. Payment: Execution: Limited Oblieation. The Certificates shall be executed on behalf of the Trust with the official manual or facsimile signature of an authorized officer of the Trustee and attested with the offici8l manual or facsimile signature of an authorized officer of the Trustee and shall have impressed or printed thereon the corporate seal of the Trustee. In case any 8 . . officer whoS€: signature or facsimile of whose signature shall appear on the Certificates shall cease to be such officer ()r member before the completion, authentication and delivery of such Certificates, such signature or nuch facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remaineel in office until completion, authentication and delivery. THE CERTIFICATES DO NOT CREATE NOR CONSTITUTE, NOW OR IN THE FUTURE, AN OBLIGATION OR DEBT OF RCPF, THE TRUSTEE, AUGUST A, THE STATE OF GEORGIA OR ANY POLmCAL SUBDMSION THEREOF (INCLUDING BUT NOT LIMITED TO AUGUSTA) OR ANY PUBLIC CORPORATION OR GOVERNMENTAL AGENCY EXISTING lUNDER THE LAWS OF THE STATE OF GEORGIA; NOR SHALL THE CERTIFICATES CONSTITUTE THE GIVING, PLEDGING OR LENDING OF THE FULL FAITH AND CREDIT OF AUGUSTA, THE STATE OR ANY POLmCAL SUBDMSION THEREOF OR ANY PUBLlC CORPORATION OR GOVERNMENTAL AGENCY EXISTING UNDER THE LAWS OF 1lIE STATE, BUT SHALL BE PAYABLE SOLELY FROM THE TRUST ESTATE. No r,ecourse shall be had for the payment of the principal or premium, if any, or interest on the Certificates for any claim based hereon or thereon or upon any obligation, covenant, or agreement contained hc::rein or therein against any past, present or future member, commissioner, mayor" officer, agent, director or employee of the Trustee, RCPF or Augusta, or any member, commissioner, mayor" officer, agent, director or employee of any successor of the Trustee, RCPF or Augusta, either personally or as such, either directly or through the Trustee, RCPF or Augusta, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, commissioner, mayor, officer, agent, director or employee, as such personally is waived and released as a condition of any consideration for the execution of this Trust Indenture and the issuance of the Certificates. Section 2.05. Maturity. Interest Rates and Interest Payment Provisions for Certificates. (a) The Certificates shall mature in the amounts and on the dates set forth below, subject to adjustment;ilS of January 1,2004 and January 1,2009 when there is an adjustment in the interest rate and the payment amounts for the Adjusted Rate Period are adjusted to provide for equal semi-annual payments of principal and interest as provided for in the Installment Sale Agreement: Principal Principal Payment Payment Date Amount Date Amount 12/31/1998 37,7623.62 6130/2006 56,390.22 6/30/1999 39,442.08 12/31/2006 57,444.38 12/31/1999 39,766.62 6/30/2007 59,354.92 6/30/2000 41,276.48 12/31/2007 60,536.71 12/31/2000 41,912.29 6/30/2008 62,364.73 6/30/2001 43,671.54 12/31/2008 63,790.59 12/31/200 ] 44,178.16 6130/2009 65,762.94 6130/2002 45,959.49 12/31/2009 67,220.60 12/31/2002 46,564.51 6/30/2010 69,226.34 6/30/2003 48,369.18 12/31/2010 70,833.10 9 . . Principal Principal Payment Payment Date Amount Date Amount 12/31/2003 49,078.03 6/30/2011 72,874.04 6/30/2004 50,730.52 12/31/2011 74,637.83 12/31/2004 51,720.52 6/30/2012 76,681.86 6/30/2005 53,575.30 12/31/2012 78,644.10 12/31/2005 54,508.29 6/3012013 80,760.92 ) (b) The Certificates shall bear interest from the date of authentication hereof through December 31, 2003 at the rate of five and eighteen one-hundredths percent (5.18%) per annum, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed fifteen (15%) percent per annum, calculated on the basis of a 360-day year of twelve 30-day months, payable in arrears semi- annually on June 30 and December 31 of each year (each an "Interest Payment Date"). ( c) Each Certificate shall, except as provided in this Section, bear interest from the Interest Payment Date next preceding the date of authentication of such Certificate to which interest on the Certificates )has been paid, unless (i) such date of authentication is an Interest Payment Date to which interest has been paid, in which case from such Interest Payment Date, or (ii) no interest has been paid on the Certificates, in which case from the date of authentication of the Certificates. Section 2.06. Authentication. The Certificates shall not be valid or obligatory for any purpose or c:ntitled to any benefit under this Trust Indenture unless and until a certificate of authentication on such Certificate Substantially in the appropriate form hereinabove set forth shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon any such Certificate shall be conclusive evidence that such Certificate has been authenticated and delivered under this Trust Indenture. The certificate of authentication on any Certificate shall be deemed to have been executed by the Trustee if signed by an authorized officer or signatory of the Trustee, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Certificates, SeCltion 2.07. Authorization: Issuance and Delivery of Certificates. Upon the execution and delivery of this Trust Indenture, the Trustee shall execute, authenticate or cause to be 10 . . authenticate<l~ and deliver the Certificates to, or upon the order ot: RCPF as hereinafter in this Section provided. Prior to the release by the Trustee of any of the Certificates, there shall be filed with the Trustee: (a) An opinion of counsel to Augusta to the effect that: (i) the Installment Sale Agreement has been duly authorized, executed and delivered by Augusta in accordance with all applicable local charters, ordinances and regulations; (ii) the execution, delivery and performance of the Installment Sale Agreement does not conflict with, or constitute a default under, any applicable charter, ordinance, resolution or any agreement or other instrument to which Augusta is a party or by which it is bound; and (ill) an amount not less than the Minimum Annual Appropriated Amount (as set forth in the Installment Sale Agreement) for calendar year 1998 shall have been appropriated by all requisite action and in accordance with applicable law; (b) A fully executed copy of the Installment Sale Agreement; (c) An opinion of Bond Counsel, in reliance on the opinions described in (a) above, as to the matters set forth therein, to the effect that (i) The Installment Sale Agreement constitutes a valid and binding obligation of Augusta and RCPF, enforceable in accordance with its terms and payable out of annually appropriated revenues of the Lessee; (ii) The Trust Indenture has been duly authorized, executed and delivered and is valid and binding upon the Trustee and RCPF; (ill) The Certificates have been duly authorized, executed and delivered and evidence valid and binding proportionate interests in and rights to receive payments of Installment Payments; (iv) With certain exceptions and conditions set forth therein, the portion of Installment Payments payable by Augusta under the Installment Sale Agreement which is designated as interest, as provided in the Installment Sale Agreement, is excludable from gross income for federal income tax purposes under the Code and is exempt from State of Georgia income tax under existing statutes; and (d) Such other documents, certificates and opinions as may be required by Bond Counsel. Section 2.08. Mutilated. Lost. Stolen or Destroyed Certificates. If any certificate is mutilated, lost, stolen or destroyed, the Trustee shall execute and authenticate a new Certificate of the same date a:lld denomination as that mutilated, lost, stolen or destroyed; provided that in the case of any mutilatc::d Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any lost, stolen or destroyed Certificate, there shall be first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with an indemnity satisfactory to them. In th,~ event any such Certificate shall have matured or been called for redemption, instead of issuing a duplicate Certificate, the Trustee may pay the same. The Trustee may charge the owner of 11 . . such Certificate with his reasonable fees and expenses in connection with replacing any Certificate mutilated, lo~;t, stolen or destroyed. Sectil[)n 2.09. Transfer and Exchanl:e of Certificates: Persons Treated as Owners. The Trustee shall keep books for the transfer of the Certificates as provided in this Trust Indenture. A Certificate should be purchased only by an "Accredited Investor" as that term is defined by Regulation D promulgated by the Securities and Exchange Commi~,jon under the Securities Act of 1933, as amended. No official statement or other offering document has been prepared or exe<:uted in connection with the issuance of the Certificates. The Certificates shall not be transferred if the transfer would void the exemption contained in Securities and Exchange Commission Rule 15c2-12(d)(IXi), the exemption from the continuing disclosure requirements of the Securities and Exchange Commission Rule 15c2-12(b)(5) or any similar rules or statutes in effect at the time of such transfer. Upon surrender for transfer of any Certificate at the principal office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing, and if required by the Trustee, an opinion of counsel satisfactory to the Trustee that the limitations on transfer herein set forth have been complied with, the Trustee shall execute on behalf of the Trust and the Trustee shall authenticate and the Trustee shall deliver in the name of the transferee or transferees a new Certificate or Certificates for a like aggregate principal amount as those surrendered. The Trustee shall also maintain as part of the books for the transfer of the Certificates a record of the unpaid principal amount under each outstanding Certificate. The person in whose name any Certificate shall be registered shall be deemed and regarded for all purposes as the absolute owner thereof for all purposes, and payment of or on account of the principal of ,Dr interest on any Certificate shall be made only to or upon the written order of the registered owner thereof or his legal representative and neither RCPF nor the Trustee shall be affected by any notice to the contrary, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums paid. The Trustee shall require the payment by any Certificateholder requesting exchange or transfer of a sum suHicient to cover any tax or other governmental charge required to be paid with respect to such exchanlge or transfer. If for any reason the Trustee does not have a sufficient amount of printed forms of Certificates available to perform its duties hereunder, the Trustee may have more of such forms printed in any number deemed reasonable, the cost thereof to be paid by Augusta. Notwithstanding the foregoing, following an Event of Non-Appropriation, the Trustee shall not be required to register any transfer of a Certificate unless there is submitted to the Trustee an opinion of counsel ~~sfactory to the Trustee to the effect that such transfer is pursuant to a registration of the Certificate under the Securities Act of 1933 and applicable blue sky laws or an applicable exemption therefrom. Section 2.10. Destruction' of Certificates. Whenever any outstanding Certificate shall be delivered to the Trustee for cancellation pursuant to this Trust Indenture, upon payment of the principal amount thereof or for replacement or transfer or exchange pursuant to the terms hereof: such Certificate shall be canceled and shall be destroyed by the Trustee. 12 . [END OF ARTICLE II] 13 . . . ARTICLE ill REVENUES AND FUNDS Sectill)n 3.01. Payments Under the InstAllment Sale Aueement. The payments made under the Installmellt Sale Agreement shall be applied as follows: (i) Excess in Project Fund. Following the Completion Date, excess funds in the Project Fund shall~: applied as set forth in Section 3.04(d) hereofand Sections 4.4(a)(I) and 4.8 of the Installment Sale Agreement; (ii) Principal Payments. Basic Payments made pursuant to Section 4.4(a)(2) of the Installment Sale Agreement shall be deposited into the Payment Subaccount of the Principal Account of the Certificate Payment Fund; (iii) Termination Payments. A Tennination Payment made pursuant to Section 4.4(a)(3) of the Installment Sale Agreement shall be deposited into the Redemption Subaccount of the Principal Account of the Certificate Payment Fund; (iv) Supplemental Pa.yments. The payments made pursuant to Section 4.4(a)(4) of the Installment ~;ale Agreement shall be deposited into the Interest Account of the Certificate Payment Fund; (v) Administrative Expense. The Administrative Expense Payments made pursuant to Section 4.4(a)(7) of the Installment Sale Agreement shall be deposited into the Administrative Expense Payment FUllld; (vi) Prepayment of Basic Payments. The prepayment of Basic Payments made under the provisions of Section 4.5(c) of the Installment Sale Agreement, ifany, shall be deposited into the Redemption Subaccount of the Principal Account of the Certificate Payment Fund; (vii) LiQUidation Proceeds. Upon receipt, Liquidation Proceeds and any other amounts realized upc1n an Event of Default under the Installment Sale Agreement shall be deposited into the RedemptioIll Subaccount of the Principal Account of the Certificate Payment Fund. Section 3.02. Creation of Funds and Accounts. There are hereby established the following Funds, Accounts and Sub accounts to be held by the Trustee: (a) a Project Fund for Augusta; (b) a Certificate Payment Fund to be held by the Trustee and within such fund; (i) an Interest Account; and (ii) a Principal Account, and within such account a Payment Subaccount and a Redemption Subaccount; and (c) an Administrative Expense Payment Fund for Augusta. 14 . . Section 3.03. Application of Certificate Proceeds. The net proceeds of the sale of the Certificates shall be applied as follows: (a) There shall be deposited into the Project Fund the sum specified in Exhibit" A" to the Installment Sale Agreement; (b) There shall be deposited into the Interest Account of the Certificate Payment Fund the accrued interest on the Certificates, if any; (c) There shall be paid to Augusta the Pre-Sale Cost Amount; and (d) The balance of the proceeds shall be applied by the Trustee (or paid directly from proceeds by the purchaser of the Certificates) at the written direction of Augusta to payment of costs incurred in connection with the issuance of the Certificates, including, but not limited to, initial or acceptance f,ees and expenses of the Trustee, legal, accounting, financial (including compensation to underwriters), rating agency fees and expenses, recording and filing fees, fees and expenses ofRCPF, costs of title insurance, printing and engraving, and other fees and costs in connection therewith. Sectiion 3.04. Project Fund. (a) Earnings on amounts on deposit in the Project Fund shall be credited to such Fund. (b) Prior to any disbursement from the Project Fund, there shall be filed with the Trustee a requisition signed by the Authorized City Representative in the form specified in the Installment Sale Agreement. (c) Subject to the requirements of Section 3. 04(b) and the applicable provisions of the Installment Sale Agreement, moneys in the Project Fund shall be disbursed for the acquisition and construction of the Project to pay any amount requisitioned to, or upon the order ot: Augusta upon receipt by the Trustee of the items specified in Section 4.2 of the Installment Sale Agreement. (d) Following the earlier of (i) the third anniversary of the Closing Date, or (ii) the delivery of a Complc:tion Certificate, investment of amounts in the Project Fund shall be restricted to an investment yield not in excess of the yield on the Certificates, unless Augusta shall furnish the Trustee with an opinion of Bond Counsel that such yield restriction is not required. Yields shall be determined as required in Section 148 of the Code. Following the delivery ofa Completion Certificate all moneys on deposit in the Project Fund shall be applied in accordance with the provisions of Section 4.8 of the Installment Sale Agreement. (e) Upon an Event of Non -Appropriation or any other termination of the Installment Sale Agreement (whether pursuant to the exercise by Augusta of its option to prepay Basic Payments and terminate the Installment Sale Agreement, the exercise of remedies upon an Event of Default or otherwise) IDr upon an Event of Default under the Installment Sale Agreement requiring the surrender of the Projc::ct to the Trustee pursuant to Section 8.4 of the Installment Sale Agreement, the Trustee shall immediately upon any such event transfer all amounts on deposit in the Project Fund to the Redemption Subaccount of the Principal Account of the Certificate Payment Fund. 15 . . (f) So long as no Event of Non-Appropriation or Event of Default occurs under the Installment Sule Agreement, moneys on deposit in the Project Fund shall be subject to the beneficial interest of Augusta as provided herein and in the Installment Sale Agreement. Secti4)ln 3.05. [Reserved] Section 3.06. Certificate Payment Fund. Principal of and premium, if any. on the Certificates. whether at maturity or pursuant to redemption, shall be paid from amounts on deposit in the Principal Account of the Certificate Payment Fund and interest on the Certificates ,shall be paid from amounts on deposit in the Interest Account of the Certificate Payment Fund. To the extent practicable. amounts on deposit in the Certificate Payment Fund may be invested by the Trustee in its sole discretion in Pennitted Investments. If moneys in the Certificate Payment Fund cannot be invested in Pennitted ][nvestments so as to assure timely payment on the Certificates. such moneys shall remain uninvested. Sectil;)n 3.07. Administrative Expense Payment Fund. (a) The Trustee shall bill Augusta annually for Administrative Expenses. If at any time during a calendar year the Trustee shall have detennined that the aggregate amount of Administrative Expense Payments deposited to date and to be deposited in Augusta's Administrative Expense Payment Fund is or \Viill be less than Augusta's Administrative Expenses for the then current calendar year and any other known payments due under Section 5.4 of the Installment Sale Agreement during the then current calen.dar year. then the Trustee shall bill Augusta so as to assure as nearly as is practicable amounts suflicient in the Administrative Expense Fund to make the payments required to be made from such Fund during the calendar year. If on December 31 of any year the aggregate amount of Administrative Expense Payments or other payments deposited in Augusta's Administrative Expense Payment Fund exceeds Augusta's Administrative Expenses and any other payments due under Section 5.4 of the Installment Sale Agreement for the Installment Sale Agreement Year then ended. then such excess amount shall be credited to Augusta's Administrative Expense Payments and other payments due under SI~on 5.4 of the Installment Sale Agreement for the next calendar year. (b) The Trustee shall disburse such amounts in the Administrative Expense Payment Fund to the persons entitled to such amounts pursuant to the bills submitted in accordance with this Trust Indenture. If at the time any amount is due hereunder and moneys are insufficient to pay all amounts then due. thl~n the fees and expenses shall be paid in the following order of priority: (i) Regularly scheduled fees due under this Trust Indenture; and (ii) Other fees. expenses or costs payable under this Trust Indenture. (c) Notwithstanding the foregoing, expenses incurred by the Trustee for the account of Augusta, fOJ example. expenses associated with the restriction of yield on Augusta's funds or accounts. may be billed by the Trustee to Augusta. Section 3.08. Amounts Remainin~ in Funds and Accounts. Any amounts remaining in any fund created hereunder after full payment of the Certificates and any amounts owing to the Trustee or 16 . . RCPF pursuant to this Trust Indenture or the Installment Sale Agreement shall, after such full payment or provision nhall have been made, be distributed by the Trustee to Augusta. Section 3.09. Reports. The Trustee shall furnish semi-annually as of June 30 and December 31 to Augusta and RCPF, a report on the status of each of the Funds and Accounts within Funds established wIder this Article ill which are held by the Trustee, showing at least the balance in each such Fund or Account, the total of deposits to and the total of disbursements from each such Fund or Account, the dates of such deposits and disbursements, and the Funds and Accounts to and from which such disburs<::ments and deposits have been made. Secti'l)n 3.10. Investment of Funds. (a) Except as provided in Section 3.05 hereof: moneys in the Funds and Accounts hereunder shall be continuously invested to the fullest extent practicable but only in Permitted Investments. Augusta shall direct in writing the investment of all moneys, but in the absence of such written direction the Trustee may, but shall not be required to, make such investments in clause (i) of the definition ofPennitted Investments in Section 1.01. Investments shall be made so as to mature on or prior to the date or dates that moneys therefrom are anticipated to be required. The Trustee may trade with itself in the purchase and sale of securities for such investment. If the Trustee complies with the provisions olf this Section 3.10, any investment losses shall be borne by the Fund or Account in which the lost moneys had been deposited. The Trustee shall sell and reduce to cash a sufficient amount of such investments in the respective Fund or Account whenever the cash balance therein is insufficient to pay the amOllmt required to be paid therefrom. (b) If an amount shall be held in a Project Fund from and after the third anniversary of the issuance of the Certificates, the Trustee shall invest such amount only in (i) obligations described in Section 103 of the Code (excluding "private activity bonds," as defined in Section 141 of the Code) or (ii) securitie:; for which there is an established market, including U.S. Tr~ury Obligations, State and Local Govemment Series and for which market price is paid, such securities to have a yield of 0% per annum unl~:s the Trustee receives an opinion of Bond Counsel to the effect that investment at a higher rate will not cause any of the Certificates to become "arbitrage bonds" within the meaning of Section 148 of the Code and will not otherwise adversely affect the exclusion of interest on the Certificates from gross income of the holders thereoffor federal income tax purposes. Section 3.11. Other Payments. Any payments made under the Installment Sale Agreement which are n:ceived by the Trustee which are not otherwise provided for in this Trust Indenture shall be received by the Trustee for the benefit of the party with respect to whom such payment was made as provided in the Installment Sale Agreement, and be immediately transferred by the Trustee to the appropriate recipient. Section 3.12. Amounts Held in Trust. All moneys received by the Trustee under the provisions of this Trust Agreement shall be trust funds under the terms hereof for the benefit of the holders of all Certificates and shall not otherwise be subject to lien or attachment of any creditor of RCPF or Augusta. Such moneys shall be held in trust and applied in accordance with the provisions of this Trust Indenture. 17 . . Section 3.13. Valuation. In computing the amount in any Fund or Account held under the provisions of this Trust Indenture (except for purposes of complying with Section 148 of the Code), obligations purchased as an investment of moneys therein shall be valued at the cost or market price thereof: whi(:hever is lower, exclusive of accrued interest.. Where market prices for obligations held hereunder are not readily available, the market price for such obligations may be determined in such manner as the Trustee deems reasonable. [END OF ARTICLE DI] 18 . . ARTICLE IV REDEMPTION OF CERTIFICATES Section 4.01. Redemption Generally. (a) Optional Redemption. Upon deposit of moneys into the Redemption Subaccount of the Principal Accx>unt of the Certificate Payment Fund pursuant to Section 3.01(vii), the Trustee shall proceed to call the Certificates (or portions thereof) for redemption pursuant to Section 4.02, in the aggregate pilncipal amount of the deposit into the Redemption Subaccount of the P~cipal Account of the Certificate Payment Fund in the manner hereinafter set forth so as to effect a redemption of Certificates on the next Interest Payment Date. (b) MandatoI)' Redemption. Upon deposit of moneys into the Redemption Subaccount of the Principal Account of the Certificate Payment Fund pursuant to Section 3.01(vii) giving rise to a mandatory tcldemption pursuant to Section 4.03(a) and the outstanding Installment Sale Amount relating thereto, the Trustee shall proceed to call Certificates (or portions thereof) for redemption in the manner hereinafter set forth. In such event, Certificates shall be called for redemption in a principal amount equal to the Installment Sale Amount with respect to which the Event of Non-Appropriation or the Event of Default occurred. Secti,on 4.02. Optional Redemption of the Certificates. The Certificates are subject to optional redemption as a result of the exercise of certain purchase options of Augusta set forth in Section 4.5(1:) of the Installment Sale Agreement from the prepayment by Augusta of Basic Payments and ~ther amounts, on any Interest Payment Date, in whole or in part, at the principal amount thereof plus accrued interest to the redemption date. Sectiion 4.03. . Mandatory Redemption of the Certificates. (a) Non-Appropriation or Default. The Certificates are subject to mandatory redemption by the Trustlee in whole, after tennination of the Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as defined in the Installment Sale Agreement). The Trustee may establis:n such additional dates for the payment of portions of the redemption price as may be appropriate, taking into consideration the dates when amounts available to pay portions of the redemption price are available. Interest on the Certificates shall cease to accrue on the date of any such redemption. If such redemption is to be made following the occurrence of an Event of Non- Appropriation as provided above, the Trustee shall give prompt notice to the Owners of the Certificates 'of such fact. (b) Redemption Price. The redemption price for all redemptions pursuant to this Section 4.03 shall b(: equal to the principal amount being redeemed plus accrued interest to any date on which the Certificates are scheduled to be redeemed. Section 4.04. Notice of Redemption. When redemption is authorized or required pursuant to this Article IN, the Trustee shall give notice of the redemption of the Certificates to the Owners of the Certificates. Such notice shall specify: (a) that the Certificates or a designated portion thereof are to be redeemed, (b) the date of notice and the date of redemption, ( c) the method of payment, and (d) descriptive information regarding the Certificates including the dated date, interest rate, and stated 19 e . maturity date, Such notice shall further state that on the specified date there shall become due and payable upon each Certificate the portion of the principal amount of such Certificate to be redeemed, together with interest accrued to said date, and that from and after such date, provided that moneys therefor have been deposited with the Trustee, interest with respect thereto shall cease to accrue and be payable. The Trustee shall take the following actions with respect to such notice of redemption: (a) Notice of redemption shall be given by mailing, first class, postage prepaid, at least thirty and not; more than sixty days prior to said redemption date, copies thereof to the Owners of the Certificates. Neither any defect in the mailing of such notice to any Owner or the notices provided in (a) hereof nor the failure of any Owner to receive such notice or of any other party to receive the notices provided in (a) hereofshall affect the validity of the proceedings for the redemption of the Certificates (lr portions thereof of any Owner who received such notice. (b) Redemption of the Certificates shall be permitted at any time so long as funds for such redemption ue irrevocably deposited with the Trustee prior to rendering notice of redemption to the Certificateholders, or in the alternative, the notice expressly states that such redemption is subject to the deposit of funds with the Trustee. Section 4.05. Certificates Due and Payable on Redemption Date: Interest Ceases to Accrue. On the redemption date the principal amount of each Certificate to be redeemed, together with the premium, if any, and accrued interest thereon to such date, shall become due and payable; and from and aft'~r such date, notice having been given and moneys available solely for such redemption being on deposit with the Trustee in accordance with the provisions of this Article IV, then, notwithstanding that any Certificates (or portion thereof) called for redemption shall not have been surrendered, no further interest shall accrue on such Certificates or the portions thereof called for redemption. From and after such date of redemption (such notice having been given and moneys available solely for such redemption being on deposit with the Trustee), the Certificates (or portions thereof) shall not be deemed to be Outstanding hereunder, and the Trust shall be under no further liability in respect thereof. Section 4.06. Partial Redemption of Certificates. (a) If the Certificates are to be redeemed in part pursuant to Section 3.01(vii), such redemption shall be Proportionate among all Certificates; and each of the Certificates shall be redeemed by its Proportionate share. If the Certificates are to be redeemed in part pursuant to Section 3.01(vi), the Trustee shall prorate the principal amount of Certificates to be prepaid among all owners (for this purpose all Certificates registered in the name of the same owner shall be aggregated and treated as a single CertUicate held by such owner) of the Certificates in proportion to the principal amount of such Certificates registered in the name of each such registered owner. The Trustee shall then designate the particular Certificates or portions thereof of the principal amount so prorated to each such registered owner which are to be prepaid; provided, however, that in any such pro-rating pursuant to this paragraph t~e Trustee shall, according to such method as it shall deem proper in its discretion, make such adjustments by increasing or decreasing by not more than $5,000 the amount which would be allocable on the basis of exact proportion to anyone or more registered owners of Certificates as may 20 . . be necessary to the end that the principal amount of the Certificates so pro-rated shall be in each instance $5,000 or an integral multiple of $5,000. (b) Upon surrender of any Certificate called for redemption in part only, the Trustee shall execute and the Trustee shall authenticate and deliver to the registered owner thereof: a new Certificate or Certificate: I in an aggregate principal amount equal to the unredeemed portion of the Certificate surrendered. [END OF ARTICLE IV] 21 . . ARTICLE V DISCHARGE OF TRUST INDENTURE Secti(ID 5.01. Termination. The respective obligations and responsibilities ofRCPF and the Trustee creatl~ by this Trust Indenture and the Trust created by this Trust Indenture shall terminate upon the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Trust Indenture. All remaining trust property, if any, shall be distributed to Augusta. Secti(ID 5.02. Dischal'2e of Lien. (a) If there is paid or provision for payment is made as provided in paragraph (b) below, to or for the Certificateholders, all amounts required to be paid on the Certificates, including redemption premium, if alllY, in the manner stipulated in the Certificates and in this Trust Indenture, and all Administrative Expenses due or to become due to and including the date of discharge of this Trust Indenture, and if no Event of Default exists under the Installment Sale Agreement, then all rights and obligations ofRCPF and the Trustee under this Trust Indenture will terminate and be of no further force and effect and the Trustee will cancel and discharge the Security Deed and the Installment Sale Agreement and reconvey, release and assign to Augusta all title and interest in and to the Project, except that the Trustee shall maintain amounts so required to be paid under the Certificates. (b) The Certificates will be deemed to be paid when (1) there has been irrevocably deposited with Trustee, in trust and irrevocably set aside exclusively for such payment when due and payable obligations of the type set forth in clause (i) of the definition of Permitted Investments which are not callable prior to their maturity and which mature and bear interest in such amounts and at such times as will provide such amounts and at such times as will insure the availability of sufficient moneys to make the payments described in paragraph (a) above when due and payable, and all necessary fees, compensationl and expenses of the Trustee pertaining to the Certificates; (2) the Trustee has received a verification n:port with respect to the sufficiency of amounts described in clause (1), by a verifier acceptable to the in form and substance satisfactory to the Trustee; and (3) the Trustee has received an opinion of Bond Counse~ rendered to the Trustee, to the effect that all of the requirements of this Trust Indenture and the Installment Sale Agreement for the making of provision for payment of the Certificates a:; contemplated hereby have been complied with. [END OF ARTICLE V] 22 . . ARTICLE VI DEFAULT PROVISIONS AND REMEDIES Section 6.01. Defaults. Events of Default. The occurrence of any of the following events shall constitute an "Event of Default" under this Trust Indenture: (a) Any failure by Augusta to deliver to the Trustee any amounts required to be so delivered by Augusta under the tenns of the Installment Sale Agreement; or (b) The occurrence and continuance ofan "Event of Default II as such term is defined in the Installment Sale Agreement, Section 6.02. Trustee's Remedies. When any Event of Default hereunder has occurred and is continuing, t;l1e Trustee shall have all the rights and remedies with respect to the Trust Estate as the Seller has under the pertinent provisions of the Installment Sale Agreement and as are provided for in the Installment Sale Agreement, subject to the restrictions and limitations therein provided. [END OF ARTICLE VI] 23 . . ARTICLE VII THE TRUSTEE Section 7.01. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it by this Trust Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions: (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and oply such duties as are specifica:~y set forth in this Trust Indenture. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Trust Indenture, and use the same degree of care and skill in their exercise, as a reasonable man with fiduciary obligations would exercise or use under the circumstances in the conduct of such fiduciary affairs. (b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable c.ompensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof The Trustee may rely upon the opinion or advice of any attorneys (who may but need not be the attorney or attorneys for RCPF) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice. (c) The Trustee shall not be responsible for any recital herein, in the Installment Sale Agreement, or in the Certificates (except in respect to the certificate of the Trustee endorsed on the Certificates), or for the validity of the execution by RCPF of this Trust Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Certificates issued hereunder or intended to be secured hereby. (d) The Trustee shall not be accountable for the use of any Certificates authenticated or delivered hereunder. The Trustee may become the owner of Certificates secured hereby with the same rights which it would have if not the Trustee. (e) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Trust Indenture upon the request or authority or consent of any person who at the time of making such requ~:t or giving such authority or consent is the registered owner of any Certificate, shall be conclusive and binding upon all future owners of the same Certificate and upon Certificates issued in exchange therefor or in place thereof (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, tlie Trustee shall be entitled in good faith to rely upon a certificate signed by an authorized officer ofRCPF or Augusta as sufficient evidence of the facts therein contained allIld prior to the occurrence of a default of which the Trustee has knowledge, or is deemed to 24 . . have notice pursuant to Section 7.01(e), shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may, at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an authorized officer ofRCPF or Augusta under its seal to the effect that a resolution in the form therein set forth has been adopted by RCPF or Augusta, as Ilpplicable, as conclusive evidence that such resolution has been duly adopted, and is in full force and effi:ct. (g) The permissive right of the Trustee to do things enumerated in this T114st Indenture shall not, unless oltherwise provided herein, be construed as a duty and it shall not be answerable for other than its grOSfI negligence or willful default. (h) At any and all reasonable times, the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right to inspect any and all of the books, papers and records ofRCPF or Augusta pertaining to the revenues, receipts and payments under the Irurt:allment Sale Agreement and the Certificates, and to take such memoranda from and in regard theret:o as may be desired. (i) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. G) Notwithstanding anything elsewhere in this Trust Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Certificates, the withdrawal of any cash, or any action whatsoever within the purview of this Trust Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof: in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right ofRCPF to the authentication of any Certificates, the withdrawal of any cash, or the taking of any other action by the Trustee. (k) All moneys received by the Trustee shall, until used or applied or invested as herein provided, bf~ held in trust for the purposes for which they were received but need not be segregated from other 1imds except to the extent required by law or hereunder. The Trustee shall not be under any liability for itnterest on any moneys received hereunder except such as may be agreed upon pursuant to the terms h(:reof (I) No provision of this Trust Indenture shall require the Trustee to expend or risk its own funds or otherwise risk any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (m) Except as set forth in this Trust Indenture, the Trust and the Trustee on its behalf shall not have power to incur indebtedness or engage in other activities. Section 7.02. Fees. Chaq:es and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for re8s0nable fees for its services rendered hereunder and all advances, counsel fees and expenses and other expenses reasonably made or incurred by the Trustee in connection with such services, but solely from payments made or to be made by Augusta under the 2S . . Installment Sale Agreement and deposited into the Administrative Expense Payment Fund. The Trustee shall have no lien on the Installment Payments. Section 7.03. Intervention by Trustee. In any judicial proceeding to which RCPF or Augusta is a party and which, in the opinion of the Trustee and its counsel, might have a material bearing on the: interests of owners of the Certificates, the Trustee may intervene on behalf of the Certificate holders, and shall do so if requested in writing by the owners of at least twenty-five percent (25%) of the ;aggregate principal amount of Certificates then outstanding. Secti(ln 7.04. Successor Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer any portion of its corporate trust business and assets relating to this Trust Indenture, or any corporation or association re:SUlting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be: and become successor Trustee hereunder and vested with all of the title to the trust estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 7.05. Resignation by Trustee. The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving thirty days' written notice by registered or certified mail to RCPF and to Augusta and by United States mail, postage prepaid, to the registered Owner of each Certificate and such resignation shall take effect upon the appointment of a successor Trustee pursuant to Section 7.06 and the acceptance of such appointment by such successor. Section 7.06. Appointment of Successor Trustee by the Certificate holders: Temporary Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor m~lY be appointed by the owners of a majority in aggregate principal amount of all Certificates then Outstanding hereunder, by an instrument or concurrent instruments in writing signed by such own1ers, or by their attorneys in fact, duly authorized and a copy of which shall be delivered personally or sent by registered mail to RCPF and to Augusta. Nevertheless, in case of such vacancy, RCPF may appoint a temporary Trustee to fill such vacancy until a successor to the Trustee shall be appointed by the Certificate holders in the manner above prescribed; and any such temporary Trustee so appointed shall immediately and without further act be superseded by any Trustee so appointed by such Certificate holders. Notice of the appointment ofa successor Trustee shall be given in the same manner as provided by Section 7.05 hereof with respect to the resignation ofa Trustee. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or commercial bank with tmst powers in good standing having a reported capital and surplus of not less than $25,000,000, if there be such an institution willing, qualified and able to accept the Trust upon reasonable (J,r customary terms. In the event a successor Trustee has not been appointed by the Owners of Certificates or has not accepted an appointment within sixty days of the resignation of the Trustee, the Trustee may petition a court of competent jurisdiction to appoint a successor Trustee. Section 7.07. Concerning' Any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its or his predecessor and also to RCPF an instrument in writing accepting such appointment hereunder, and thereupon such successor, without 26 . . any further ac:t, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request ofRCPF, or of the successor Trustee, execute and deliver an instrument transferring tl) such successor Trustee all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities, moneys, documents and other pfCIperty held by it as the Trustee hereunder to its or his successor hereunder. Should any instrument in writing from RCPF be required by any successor Trustee for more fully and certainly vesting in suc:h successor the estate, rights, powers and duties hereby vested or intended to be vested in the predeceSfK>r any and all such instruments in writing shall, on request, be executed, jlcknowledged and deliveredl by RCPF. The resignation of any Trustee and the instrument or instruments removing any Trustee nnd appointing a successor hereunder, together with all other instruments provided for in this Article, ~hall be filed or recorded by the successor Trustee in each recording office where this Trust Indenture shall have been filed or recorded. The ~uccessor Trustee shall at all times be a commercial bank having trust powers or a trust company. Section 7.08. Appointment of Separate or Co-Trustee. It is the purpose of this Trust Indenture that there shall be no violation of any present or future law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as the Trustee in such jurisdiction. In view of the foregoing, the Trustee is hereby given the power to appoint an additional individual or institution as a separate or co-trustee in the following circumstance: In case of litigation under this Trust Indenture or the Installment Sale Agreement, and in particular in the case of enforcement thereof on default, or in case the Trustee deems that by reason of any present ,\)r future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein grantl;:d to the Trustee or hold title to the properties, in trust, and as herein granted, or take any other action which may be desirable or necessary in connection therewith, the Trustee may appoint an additional individual or institution as a separate or co-Trustee. In th.e event that the Trustee appoints an additional individual or institution as a separate or co- Trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Trust Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co- Trustee but only to the extent necessary to enable such separate or co-Trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereofby such separate or co-Trustee shall run to and be enforceable by either of them. Should any instrument in writing from RCPF or Augusta be required by the separate or 00- Trustee so nppointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by RCPF or Augusta. In case any separate or co-Trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-Trustee, so far as penniitted by law, shall vest in and be exercised by the Trustee until the appointment of a new Trustee or a successor to such separate or co-Trustee. 27 . . Section 7.09. Trustee Not Responsible for Oblieations o(the Trust. The Installment Sale Agreement shall be the property of the Trust, and not of the Trustee personally. The Trust, but not the Trustee personally, shall be responsible and liable for any levies, liens and encumbrances on the Project that are the subject of the Installment Sale Agreement and for any charges or taxes (local, state or federal) imposed upon the sale, purchase, possession, ownership or use thereof Without limiting the generality of the foregoing, in no event shall the Trustee personally be responsible for sales or use, ad valorem or other taxes with respect to the Installment Sale Agreement or the Project subject to the Installment Sale Agreement. [END OF ARTICLE VII] 28 . . ARTICLE VITI MISCELLANEOUS Secti4)O 8.01 . Amendment. This Trust Indenture may be amended from time to time by RCPF and th,e Trustee, and the Trustee may from time to time consent to the amendment of the Installment Sale Agreement, without the consent of any of the Certificate holders, to qualify this Trust Indenture under the Trust Indenture Act of 1939, to cure any ambiguity, to correct or supplement any provisions in this Trust Indenture or the Installment Sale Agreement that may be incol)sistent with any other provisi.Dns in this Trust Indenture or the Installment Sale Agreement, as the case may be, or to add any other provisions with respect to matters or questions arising under this Trust Indenture or the Installment Sale Agreement, as the case may be, that shall not be inconsistent with the provisions of this Trust Indenture or the Installment Sale Agreement, as the case may be; provided, however, that such action shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of sny Certificateholder. Thi$ Trust Indenture and the Installment Sale Agreement may also be amended from time to time with the consent of the owners of not less than fifty-one percent of the aggregate outstanding principal amount of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Indenture or the Installment Sale Agreement or of modifying in, any manner the rights of the owners of not less than fifty-one percent of the aggregate outstanding principal amount of Certificates; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of: or accelerate or delay the timing of: collections of Installment Payments or distributions that are required to be made on any certificate or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the registered owners of a:~ Certificates. Promptly after the execution of any such amendment or consent, the Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of Certificate holders under this Section 8.01 to approve the: particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authoru:ation of the execution thereofby Certificate holders shall be subject to such reasonable requiremenlts as the Trustee may prescribe. Section 8.02 . Ri&hts of Certificate holders. The death or incapacity of any Certificateholder shall not operate to terminate this Trust Indenture or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court fbr a partition or winding up of the Trust, nor otherwise affect the rights, obligations, and liabilities of the parties to this Trust Indenture or any of them. Anything in this Trust Indenture to the contrary notwithstanding, the holders of a majority in aggregate principal amount of the Certificates then outstanding shall, upon providing to the Trustee security and indemnification satisfaCtory to the Trustee, have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conductinB: all proceedings to be taken in coMection with the enforcement of the terms and conditions 29 . --J,.-.- .~ of this TlilJst Indenture; provided that such direction shall not be otherwise than in accordance with the provision:; oflaw and of this Trust Indenture. Section 8.03. Certificates Nonassessable and Fully Paid. Certificate holders shall not be personally liable for obligations of the Trust, the fractional undivided interests represented by the Certificat(~ shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoev(:r, and Certificates upon authentication thereof by the Trustee are and shall be deemed fully paid. Sedion 8.04. Severability. If any provision of this Trust Indenture shall be held or deemed to be or shall" in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisio,ns herein or therein contained or render the same invalid, inoperative or unenforceable to any extent whatever. Section 8.05. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid, or sent by telegram or telex, addressed to the parties as follows: RCPF: Richmond County Public Facilities, Inc. c/o Burnside, Wall, Daniel, Ellison & Revell 454 Greene Street Augusta, Georgia 30901 Attention: Mr. James B. Wall Trustee: Regions Bank Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 The ~lbove parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Sectil()n 8.06 . Payments Due on Saturdays. Sundays and Holidays. In any case where the date of paym1ent of principal of or interest on the Certificates or the date fixed for redemption of any Certificates shall be other than a Business Day, then such payment, redemption or purchase shall be made on the ~;ucceeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or the date fixed for purchase. SectiClln 8.07 . Security Interest. It is intended by the parties hereto that the transfer and assignment by RCPF to the Trustee hereunder of the Installment Sale Agreement and other assets conveyed herc:linder shall be absolute and RCPF shall not retain any right, title or interest whatsoever in any thereof; pJovided however, if and to the extent under applicable law RCPF shall be deemed to have retained any l(:gal or equitable right, title or interest therein or thereto, RCPF hereby transfers, conveys, releases and n:linquishes the same in favor of the Trustee and, in the alternative, grants, to and creates in favor of the Trustee a security interest therein. RCPF hereby relinquishes any and all rights it may have to any surplus under Article 9, Section 502 of the Uniform Commercial Code of Georgia, and the 30 . . Trustee hereby agrees that RCPF shall not be liable for any deficiency pursuant to that section, if that section is applicable to the transactions contemplated hereby. Sectiion 8.08 . Counterparts. This Trust Indenture may be simultaneously executed in several counterparU:, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 8.9. Applicable Provisions of Law. This Trust Indenture shall be governed by and construed in accordance with the laws of the State. IN 'VITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC., has caused thes<: presents to be signed in its name and on its behalf by its President and attested by its Secretary and its seal to be hereunto affixed; and the Trustee, to evidence its acceptance of the trusts created hereunder, has caused this Trust Indenture to be executed in its name by its duly authorized officers and its corporate seal to be hereunto affixed and duly attested, all as of the day and year first above writt(:n. [END OF ARTICLE VllI] Signed, sealed and delivered in the presence of: RICHMOND COUNTY PUBLIC FACILITIES, INC. By: Unofficial Vlitness Title: Attest: Title: Notary Public [ CORPORATE SEAL] (NOTARIAL SEAL] 31 Signed, seall~ and delivered in the presence of: Unofficial 'Witness Notary PubLic [NOTARIAL SEAL] . . REGIONS BANK, as Trustee By: Attest: By: 32 Authorized Officer Authorized Officer [BANK SEAL] . . EXHIBIT "A" (Form of Certificate) LEGEND: THIS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER OFFERING DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION WITH THE ISSUANCE OF THIS CERTIFICATE. THIS CERTIFICATE SHALL NOT BE TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN SECURITD~S AND EXCHANGE COMMISSION RULE 15c2-12( d)(l)(i), THE EXEMPTION FROM nn~ CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12(b)(5) OR ANY SIMILAR RULES OR STATUTES IN EFFECT AT THE TThffi OF SUCH TRANSFER RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATE OF P ARTICIP ATION (AUGUSTA GOLF COURSE PROJECT), SERIES 1998 Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the "Installment Sale Agreement") Between Augusta, Georgia and Richmond County Public Facilities, Inc. Maturity D:ilit Dated Date Number Registered Owner: Initial Prindpal Amount: Initial Interest Rate: THlS CERTIFIES THAT the principal amount of this Certificate less principal redemptions thereofwiUl be paid in lawful money of the United States of America to the registered owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this Richmond County Public Facilities, Inc. Certificate of Participation (Augusta Golf Course Project), Series 1998 (this "Certificate") on the Maturity Date shown above or on such earlier date or dates as herein described, with interest on said sum from the Interest Payment Date next preceding the date of authentication A-I . . hereof(unI€:s8 the authentication date is an Interest Payment Date or prior to the first Interest Payment Date, in which case it shall bear interest from such authentication date) at the Initial Interest Rate set forth above as the same may be adjusted as hereinafter provided payable on the Interest Payment Dates, subjl~ to the provisions hereof respecting redemption before maturity. Thill Certificate is one of the duly authorized Certificates issued in the aggregate principal amount of $1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust") established under, and subject to the terms, provisions and conditions of: a Trust Indenture, dated as of June 1, 1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc., (the "RCPF") and Regions Bank, as trustee (the "Trustee"), to which Trust Indenture the owner of this Certificate by virtue of the acceptance hereof assents and by which each such owner is bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in writing to the Trustee at its principal corporate trust office in . This Certificate represents a fractional undivided interest in a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement") between RCPF and Augusta, Georgia ("Augusta") dated as of June 1, 1998, and the Installment Payments (as defined in the Installment Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption premium (if any) and a portion of which constitutes interest. The fractional interest represented by this Certificate is determined by dividing the outstanding principal amount hereunder 'by the outstanding principal amount of all Certificates under the Trust Indenture. The Installment: Sale Agreement is to be administered pursuant to the Trust Indenture. The Installment Payments under the Installment Sale Agreement will constitute currently budgeted expenditures of Augusta. Augusta's obligations to make payments under the Installment Sale Agreement shall be from year to year only and shall not constitute a mandatory payment obligation of Augusta in any calendar year beyond the then current calendar year. The Installment Sale Agreement does not create a general obligation of Augusta within the meaning of any constitutional debt limitation and does not directly or indirectly obligate Augusta to make any payments beyond those appropriated in the sole discretion of Augusta for any calendar year in which the Installment Sale Agreement shall be in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year, and the taxing power of Augusta is. not pledged directly or indirectly or contingently to secure the Installment Payments. The Certificates are issuable in the amount of $5,000 or any integral multiple thereof: in fully registered form dated the Dated Date set forth above. Certificates may be transferred and exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the limitations and conditions. provided in the Trust Indenture. The final principal installment of this Certificate is payable, at the Maturity Date shwon above, upon the presentation and surrender thereof: at the corporate trust office of the Trustee and payment of the intere~;t with respect to this Certificate and the semi-annual prinicpal installments shall be made by A-2 2 . . the Trustee on each Interest Payment Date to the person appearing as the registered owner thereof as of the close ,of business on the Record Date by check mailed to such registered owner at its address as it appears on the registration books maintained by the Trustee or at such other address as is furnished in writing to the Trustee, as registrar. The Record Date shall be the fifteenth day of the month preceding es.ch Interest Payment Date. Interest is payable in arrears on June 30 and December 31 of each year, commencing December 31, 1998, until maturity, redemption or acceleration, and ifsuch day is not a Business Day, on the next !:ucceeding Business Day (each such day being an "Interest Payment Date"). This Certificate shall bear interest at the Initial Interest Rate per annum shown above through December 31, 2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed 15% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the United States Treasury Bond rate for five (5) year maturities which shall be determined and set for each Adjusted Rate Period on October 1 immediately preceeding the begining of such Adjusted Rate Period. Adjusted Rate Period means the time period from January 1, 2004 through December 31,2008 and from January 1,2009 and thereafter. Interest and the semi-annual priniipal installments due to any holder of Certificates in an aggregate principal amount of$l,OOO,OOO or more will be paid, upon the request of any such holder delivered to the Trustee at least five Business Days prior to the due date of such payments, by wire transfer to am account designated by such holder. Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all supplements thereto for a description of the nature and extent of the Trust Estate, the rights, duties and obligations ofRCPF, the Trustee and Augusta, the rights of the holders of the Certificates, the issuance of the Certificates, and the terms on which the Certificates are or may be issued and secured, and to all the provisions of which the holder hereof by the acceptance of this Certificate assents. Any term used in this Certificate as a defined term but not defined in this Certificate shall have the meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement. References herein to the Certificate Payment Fund and the accounts therein shall be to the Certificate Payment Fund and the accounts therein established under the Trust Indenture. No r,ecourse shall be had for the payment of the principal of: or interest on this Certificate or for any claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer, director, trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through the Trustee or RCPF , or any memher, commissioner, mayor, officer, director, trustee, agent or employee of any successor of the Trustee, RCPF or Augusta, either personally or in such capacity under any rule of law or equity, A-3 3 . ., statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, commissioner, mayor" officer, director, trustee, agent or employee, as such, is hen:by expressly waived and released as a condition of any consideration for the execution of the Trust Indenture and the issuance of this Certificate. It is hereby certified that all conditions, acts and things required to exist, happen and be performed \mder applicable law and under the Trust Indenture precedent to and in the issuance of this Certificate, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Certificate have been duly authorized. This: Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the certificate of authentication hereon shall have been duly executed by the Trustee. The Certificates are subject to extraordinary optional redemption in whole or in part upon the occurrence of certain events described in Section 5.3 of the Installment Sale Agreement ("Extraordinary Purchase Option") and are otherwise subject to optional redemption ("Voluntary Purchase Option") as a result of the exercise of certain purchase options of Augusta set forth in Section 4.5(c) of the Installment Sale Agreement from prepayments made by Augusta of Basic Payments (as defined in the Installment Sale Agreement) and other amounts, on any Interest Payment Date, at the principal am.ount thereof plus accrued interest to the redemption date, The Certificates are subject to mandatory redemption in whole, after termination of the Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as defined in the Installment Sale Agreement). The Trustee shall apply to the payment of the redemption price any amounts deposited from time to time in the Certificate Payment Fund with respect to which the Event CtfNon-Appropriation or Event of Default occurred. The Trustee may establish such additional elates for the payment of portions of the redemption price as may be appropriate, taking into considerati,:>n the dates when amounts available to pay portions of the redemption price are available. Amounts available to pay the redemption price may be insufficient, and the holders ofthe Certificates shall have no recourse for any such insufficiencies. Interest on the Certificates shall cease to accrue on the date of any such redemption. Tht: Certificates are subject to mandatory redemption in whole or in part on any Interest Payment Date from. and to the extent of: amounts deposited in the Redemption Subaccount of the Principal Account of the Certificate Payment Fund. Thf~ redemption price for all redemptions shall be equal to the principal amount being redeemed plus accrued interest to any date on which the Certificates are scheduled to be redeemed. A-4 4 . . If the: Certificates are to be redeemed in part following an Event of Default or an Event of Non- Appropriation, such redemption shall be proportionate among all Certificates and each of the Certificates lihall be redeemed by its proportionate share. For each Certificate, "proportionate" means an amount determined by multiplying the aggregate principal to be redeemed on all the Certificates times a fraction the numerator of which is the outstanding principal amount of such Certificate and the denominator of which is the outstanding principal amount of all Certificates. If the: Certificates are to be redeemed in part pursuant to an Extraordinary Purchase Option or a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be redeemed among all owners in integral multiples of $5,000 in the manner set forth in the Trust Indenture. In the event the Certificates or portions thereof are called for redemption as aforesaid, notice thereof identifying the Certificates or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days and not more than sixty days prior to the date fixed for redemption to the registered owner of each Certificate at his address as the same shall last appear upon the registration books. Failure to give such notice by mailing to any Certificateholder or any defect therein, shall not affect the validity of the redemption of any other Certificates. Upon the giving of notice, if sufficient funds available solely for redemption are on deposit with the Trustee, the Certificates or portions thereof so called for redemption cease to bear interest on and after the specified redemption date. GENERAL PROVISIONS The term "Business Day" shall mean any day excluding Saturday, Sunday and any day on which banks in Au,gusta, Georgia or in such other city in which the principal corporate trust office of the Trustee is lc,cated are authorized by law or other governmental action ~o close. Interest hereon shall be computed on the basis of a 360-day year of twelve thirty-day months. Subject to the provisions of the legend set forth at the top of this Certificate and the provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on the books kl~pt by the Trustee, in person or by his attorney duly authorized in writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the Trustee, and upon payment of the charges and subject to the conditions provided in the Trust Indenture. Upon such transfer a new Certificate or Certificates for the same aggregate principal amount of Certificates will be issued to the designated transferee or transferees. The Trustee 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 A- 5 5 . . account of: prilncipal hereof and interest due hereon and for all other purposes, and the Trustee shall not be affected by any notice to the contrary. The TIiUstee will not be required to (i) transfer or exchange this Certificate during the period of fifteen days next preceding any day upon which notice of redemption of such Certificate is to be made or (ii) transfer or exchange any such Certificate after the giving of notice calling such Certificate for redemption. To the extent permitted by, and as provided in, the Trust Indenture, modifications or amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain circumstances by the Trustee and RCPF without the consent of Certificate holder and in other instances upon the consl~nt in writing of the owners of not less than fifty-one percent in aggregate principal amount of the Certificates then outstanding. IN W1TNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC. has caused this C~:rtificate to be executed in its name and on its behalfby the manual or facsimile signature of an authorized officer of the Trustee and the corporate seal of the Trustee to be hereunto affixed by A-6 6 . . facsimile or actual impression and attested to by the manual or facsimile signature of an authorized officer of the Trustee, all as of the year and day first above written. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF P ARTICIP ATION (AUGUSTA GOLF COURSE PROJECT), SERIES 1998 TRUST By: REGIONS BANK, as Trustee By: Its Authorized Officer Attest: Its Authorized Officer [BANK SEAL] CERTIFICATE OF AUTHENTICATION This Certificate is one of the Certificates described in the within-mentioned Trust Indenture. Date of Authentication: July , 1998 Regions Bank, AS TRUSTEE By: Authorized Signatory FORM OF TRANSFER FOR V ALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [please insert name and Social Security or other identifying number of assignee] the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within Certificate on the books kept for registration thereof: with full power of substitution in the premises. The undersigned ,certifies that it has complied with the restrictions set forth in the investment letter executed A-7 7 . . by the UlIldersigned at the time of its purchase of this Certificate and the legend set forth at the beginning of this Certificate, and that the transferee has delivered to the Trustee an investment letter in substantially the same form as executed by the undersigned at the time of its purchase of the Certificate. 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. Signature Guaranteed By: [End of Form of Certificate] A-8 8 . . EXlllBIT "C" STATE OF GEORGIA RICHMOND COUNTY WARRANlY DEED TBJS INSTRUMENT is made as of the 1st day of June, 1998 between AUGUSTA, GEORGLi\, a consolidated government and a political subdivision of the State of Georgia ("Grantor") and RICHMOND COUNTY PUBLIC FACILITIES, INC., a Georgia non-profit corporation ("Grantee") (the terms Grantor and Grantee include their respective heirs, legal. representa1tives, successors and assigns where the context hereof requires or permits). WJITNESSETH THAT: Grantor, for and in consideration of the sum ofTen and No/IOO Dollars ($10.00), and other good and valuable consideration, in hand paid at and before the sealing and delivery of these presents, the receipt, adequacy and sufficiency of which are hereby acknowledged by Grantor, has granted, bargained, sold, and conveyed, and by these presents does hereby grant, bargain, sell and convey unto Grantee, the real property described in Exhibit "A" attached hereto and by this reference incorporated herein (the ''Property''). TO HA VE AND TO HOLD the above-described tract or parcel ofland, together with all and singular the rights, members and appurtenances thereof: to the same being, belonging or in any wise Blppertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE SIMPLE. AND, the Grantor will warrant and forever defend the right and title to the above- described tract or parcel ofland unto the Grantee against the lawful claims of all persons whomsoe'ver. IN WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year first above written. Signed, sealed and delivered in the presence of: AUGUSTA, GEORGIA By: Unofficial Witness Its Mayor Attest: Its Notary Public Clerk [SEAL] . . EXHIBIT "A" WARRANTY DEED ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being In Augusta-Rlcnmond County, Georgia, lying on the western side of HigWand Avenue, contalnlng 142.00 acres, more or less, and being bounded as follows: On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office of the: Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the -Brickle Property-); and (2) by property of Augusta-Richmond County, Georgia known as the -Daniel Field Airpolt- , and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is recorded In Realty Reel 411, pages 1759-1764, in said Clerk's Office (the -Airport Property-). On the East, by the Airport Property and by the right-of-way of HigWand Avenue. On: the South, by the right-of-way of Damascus Road; and On the West, by the following tracts of land: (1) property of Garren and Nordmann, as shown on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17, 1989, prepued by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared "by George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat dated Nov(~mber 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates, Inc. and re(:Orded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta- Richmond County, Georgia acquired by deed dated AugUst 4, 1994, and recorded in Realty Reel 467, pages 37()"372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page 409, in &aid Clerk's Office; and (6) the Brickle Property. . REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete flDd accurate.description as to the metes, bounds and location of the subject property. TIm subject property is currently designated as Parcel 2.01 on T~ Map 56-1 of the tax records of Augusti-Richmond County, Georgia. SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject property in a general north-south direction. . . CLERK'SCERTDnCATE STATE OF GEORGIA RICHM4)ND COUNTY The undersigned Clerk of the Augusta-Richmond County Commission, hereby certifies that the foregoing pages of typewritten matter constitute a true and correct copy of the resolution adopted by the governing body of Augusta, Georgia in a meeting duly assembled and open to the public in l;ompliance with O.C.G.A. ~50-14-1, at which a quorum was present and acting throughout, adopted June 16, 198, the original of which resolution has been duly recorded in the minute book of Augusta, which is in my custody and control. GIVEN THIS 16th day of June, 1998. ~~Q{~commiSSion [SEAL] 5 . . CLOSING CERTIFICATE OF AUGUSTA, GEORGIA I HEREBY CERTIFY that I am the Mayor of Augusta, Georgia (the "City"), and I HEREBY CERTIFY on behalf of the City, as follows: .. 1 , The City is a body politic and corporate and a political subdivision of the State of Georgia, duly organized and validly existing under the Constitution and laws of the State of Georgia -with full power to execute, deliver and perform its obligations under the Public Purpose Installment Sale Agreement, dated as of June 1, 1998.(the "Sale Agreement"), between Richmond County Public Facilities, Inc. ("RCPF") and the City relating to $1,705,000 in aggregate'principal amount of Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course ITOject), Series 1998 (the "Certificates"). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Sale Agreement. 2. As of the date hereof: (a) the representations and warranties of the City contained in the SaleAgreement and in the Warranty Deed fro.m the City to RCPF conveying the Augusta _ - .~~ ---'c...-'- GolfCourse-(collectively.the "City Documents") are true and correct in all materiatrespeGts-;.(b)___ all obligations required under or specified in the-City Documents to be p~rfonned by the City by the date hereof have been performed, (c) the resolution adopted by the City on June 16, 1998 authoriziing the execution of the Sale Agreement and consenting to the issuance of the Certificates has been duly adopted by the City, is in full force and effect and has not been amended, modified or suppk~mented, (d) the City is in compliance in all respects with all the covenants, agreements, provisiollls and conditions contained in the Sale Agreement and the other City Documents which are to have been performed and complied with on or before the date hereof. 3. The financial statements of the City as of December 31, 1997, and for the year then end:ed, are complete and correct and present fairly the financial position of the City as of such date and, the results of operations and changes of financial position for the periods specified therein Ilnd such financial statements have been prepared in conformity with generally accepted accounting principles consistently applied throughout the periods presented. Since the date of said financial statements there has not been any material adverse change in the operations, properties, financial position, or results of operations of the City, whether or not arising from transactions in the ordinary course of business, other than as previously descnoed in writing to Regions Bank, and except in the ordinary course of business, the City has not suffered or incurred any material liability, other than as previously disclosed in writing to Regions Bank. 4. The City is governed by a Mayor and Commission who have been duly elected in accordance with the Constitution and laws of the State of Georgia and whose names are listed below: . . ~: ~: Larry E. Sconyers Lee Beard Freddie Lee Handy Stephen E. Shepard Moses Todd Henry H. Brigham James B. Powell Jerry Brigham Ulmer Bridges William Mays ill Bill Kuhlke, Jr. Mayor Mayor Pro Tem Commission Member Commission Member Commission Member Commission Member Commission Member Commission Member Commission Member Commission Member Commission Member Witness my hand this ~noL day of July, 1998.. &~ TIllIlIoounItnl '"/O'#td at ~p I HEREBY CERTIFY that the signature of the Mayor of the City hereinbefore subscribed is true and genuine. - 2- . e RICHMOND COUN'IY PUBLIC FACILITIES, INC. CERTIFICATES OF PARTICIPATION (AUGUSTA GOLF COURSE PROJECI'), SERIES 1998 Installment Payments to be Made by Augusta, Georgia (the "City") to Richmond County Public Facilities, Inc. ("RCPF') Pursuant to a Public Purpose Installment Sale Agreement Dated as of June 1, 1998 Between RCPF and the City .. NON-ARBITRAGE CERTIFICATE The undersigned Mayor of Augusta, Georgia, a body politic and corporate and a political subdivision of the State of Georgia (the "City"), being duly charged with other officers of the City by a resolution adopted by the City on June 16, 1998 (the "Resolution'!), with the responsibility of authorizing and requesting the execution and delivery on the date hereof of a Public Purpose _; .~sta11m.e[tt Sale Agreement, dated.as oR~ne 1, 19S9..,(the '''Installment Sale.Agreement"),..h~d _._ between Richmond. COUilty Public Faciliti@l'..,!.~~, as Sel!er ("RCPF"), and the City, as Purchaser, - ~ ~ ~---which L'lS'lallment Sale Agreement and the Installment Payments to be 'made thereunder-have been _'_. assigned to Regions Bank, as trustee (the "Trustee"), under the terms of a Trust Indenture, dated as of June: 1, 1998 (the "Trust Indenture"), between RCPF and the Trustee, DOES HEREBY CERTIFY, pursuant to Section 148 of the Internal Revenue Code of 1986 (the "Code") and the Treasury Regulations thereunder as follows: 1. The Installment Sale Agreement is being entered into in order to carry out RCPFs program of acquiring property to be purchased by the City as a part ofRCPF's program to provide needed facilities to the City and to thereby assist the City in carrying out its governmental purposes. Under the terms of the Trust Indenture, the Trustee shall issue, and RCPF shall sell, Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project) Series 1998 (the "Certificates") representing fractional undivided interests in the Installment Payments to be made by the City under the terms of the Installment Sale Agreement. The proC4~s of the Certificates are being used (a) to acquire, construct and install certain improvements to the Augusta Golf Course and (b) to pay certain costs of issuance in connection with the Certificates. AU capitalized terms not otherwise defined herein shall have the meanings ascribed to them under the Trust Indenture. 2. On the basis of the facts, estimates and circumstances in existence on the date hereof: I reasonably expect the following with respect to the Installment Sale Agreement and the use of the proceeds thereo~ e e (a) The total proceeds of $1,705,000 to be derived by the City from the sale of th.e Certificates which are to be sold at par, are expected to be needed and fully expended CUI follows: (i) $1,670,900.00 will be deposited in the Project Fund and will be expended to pay the estimated costs of acquiring, constructing and installing the Project (including $34,820.45 pre-sale costs to be paid to the City as reimbursement for Project costs expended prior to closing) in accordance with the Installment Sale Agreement; (ii) $34,100.00 will be used to pay costs of issuance of the Cettificates; - (b) The total proceeds to be made available to the City from the sale of the Certificates, together with anticipated investment earnings of$36,800.00, do not exceed the total amount necessary for the purposes described above. 3 . RCPF and the City intend to use the proceeds of the Certificates to acquire, - construct fLTld install the Projeet. The Gitj'. does-not-expect to-sel.Lor...othenvis.e..d.i.sp.os..e of the . c Project-prior to the-ci>.-piration cfthe.term of.the.Installment Sale Agreement. -~ ....-. ..--:.......- 4. Binding contracts or commitments obligating the expenditure toward the cost of the Project of not less than five percent of the net sale proceeds of the Certificates will be entered into by the City within six months of the date hereof All proceeds made available to the City from the sale of the Certificates and deposited in the Project Account will be expended on the Project within three years from the date hereof The acquisition and construction of the Project will proceed with due diligence until completion. 5. (a) The Trust Indenture creates and establishes the following funds and accounts with respect to the Installment Sale Agreement: (i) Project Fund; (ii) Certificate Payment Fund; (A) Interest Account; and (B) Principal Account, and within such account a Payment Subaccount and a Redemption Subaccount; and (iii) Administrative Expense Payment Fund. (b) The proceeds derived from the sale of the Certificates will be held in the Project Fund until such proceeds are used to pay costs of issuance and to finance the costs associated with the Project. Following the earlier of the third anniversary of the date of - 2 - e e the City's execution of the Installment Sale Agreement or the delivery of a Completion ~:rtificate under the terms of the Installment Sale Agreement, investment of any amounts remaining in the Project Fund shall be restricted to an investment yield not in excess of the yidd on the Installment Sale Agreement and the Certificates, unless the City shall furnish the Trustee with an opinion of Bond Counsel that such yield restriction is not required. Yield shall be determined as required in Section 148 of the Code. .. ( c) The Trustee shall disburse such amounts in the Administrative Expense Payment Fund to the persons entitled to such amounts pursuant to the bills submitted in accordance with the Trust Indenture. (d) The Certificate Payment Fund will be used primarily to' achieve a proper matching of revenues from the Installment Payments made by the City within each In:rtallment Sale Year and the payments due on the Certificates. Amounts deposited in the O:rtificate Payment Fund will be depleted at least once a year except for a reasonable carryover amount, if any, which will not exceed the greater of (i) one year's earnings on such fund, or (ii) 1/12 of the annual Installment Payments. - - ---- . -~. 6. -- Other than the Certificate Payment Fund,_there are. no.fimds~r-aooounts.ofthe.-_ City or RCPF established pursuant toi:he TrusHndenture,...the-Installment Sale Agreement or otherwise, that are reasonably expected to be used for Installment Payments or that are pledged as collateral for the Installment Sale Agreement and for which there is a reasonable assurance that amounts on deposit therein will be available for Installment Payments with respect to the Installment Sale Agreement if the City encounters financial difficulties. 7. The proceeds derived from the sale of the Certificates and the amounts on deposit in the afolrementioned funds and accounts may be invested as follows: (a) Proceeds derived from the sale of the Certificates and deposited in the Project Fund to be expended to pay for the costs associated with the Project may be invested at an unrestricted yield until expended, for a period not to exceed three years from the date hereof; (b) Investment earnings on obligations acquired with amounts described in subparagraph (a) may be invested at an unrestricted yield for a period not to exceed three ye:ars from the date hereof or one year from the date of receipt, whichever period is longer; (c) Amounts deposited in the Certificate Payment Fund may be invested at an unrestricted yield for a period not in excess of thirteen months from the date of deposit of StJlch amounts in such fund, and earnings on such amounts retained in such fund may be invested at an unrestricted yield for a period of one year from the date of receipt;. - 3 - . e (d) Amounts described in subparagraphs (a) through (c) that may not be invested at an unrestricted yield pursuant to such subparagraph may be invested at an unrestricted yield to the extent that such amounts do not exceed the lesser offive percent of the Installment Sale Amount or $100,000 (the "Minor Portion"); and (e) Amounts described in subparagraph (d) that may not be invested at In unrestricted yield pursuant to such subparagraph will either (A) not be invested at yield in ex,ccss of the yield on the Installment Sale Agreement, or (B) will be invested in Tax Exempt Obligations. 8. For purposes of this Certificate, the term fiyield" means that discount rate which, when used in computing the present worth of all payments to be paid on an obligation, produces an amount equal to the purchase price of such obligation. The yield on obligations acquired with amounts described in paragraph 7 and the yield on the Installment Sale Agreement shall be calculated. by the use of the same frequency interval of compounding interest. For purpose of calculating yield, the purchase price of the Installment Sale Agreement is the Installment Sale Amount. 9. No portion of the proceeds ofthe Certificates-vlill-be-used..a8 a seestitute for-<<her funds that: were otherwise to be used ~ a. SOllr..ce of financing for any portion of the cost of the Project and that have been or will be used to acquire directly or indirectly securities or obligations producing a yield in excess of the yield on the Installment Sale Agreement. 10. No other obligations of the City (or parties related to the City) will be issued or entered into at substantially the same time as the Installment Sale Agreement, sold pursuant to a common plan of financing with the Installment Sale Agreement, and will be paid out of substantially the same source of funds (or will have substantially the same claim to be paid out of substantially the same source of funds) as the Installment Sale Agreement. 11. The City has not received notice that its arbitrage certificate may not be relied upon with respect to its issues and has not been advised that the Commissioner of Internal Revenue has listed or is contemplating listing the City as a governmental unit whose arbitrage certificate may not be relied upon. 12. No proceeds of the Certificates will be invested in nonpurpose investments, as defined in Section 148(f)(6)(A) of the Code, with a guaranteed yield for a period of four years or more. 13. The City, in Section 2.1(f) of the Installment Sale Agreement, has covenanted not to take or permit, or omit to take or cause to be taken, any action which would adversely affect the exclusion from gross income for federal tax purposes of the interest portion of the Installment Payments. Accordingly, the City will not take any action or instruct anyone to take any action which will cause the Installment Sale Agreement to constitute an "arbitrage bond" within the -4- e e meaning ojfSection 148 of the Code or a "private activity bond" within the meaning of Section 141 of the Code and any Treasury Regulations promulgated under either Section. 14. Moneys appropriated for the payment of amounts under the Installment Sale Agreement will be paid from the CitYs general fund and will not be pledged for the Installment Sale Agr~:ment or be otherwise separately identified or accounted for. 15. The Project is not expected to be used in any trade or business (as defined in Treasury Regulation Section 1.1 03-7(b )(3) or any successor provision thereto) of any person other than a governmental unit. 16. No portion of any payment to be made under the Installment Sale Agreement is (under the terms of the Installment Sale Agreement or pursuant to any underlying arrangement) directly or indirectly (1) secured by any interest in property used or to be used in any trade or business of a person other than a governmental unit, or payments with respect to such property, or (2) to be derived from payments (whether or not to the City) in respect of property or borrowed money used or to be used in the trade or business of any person other than a governmental unit. 17. The aggregate face amount of all tax-exempt obligations (including the Installment Sale Agreement), other than private activity bonds as defined in Section 141 of the Code, issued by the City, taken together with all other entities required to be aggregated with the City by Section l48(f)(4)(D)(ii) of the Code is not reasonably expected to exceed $5,000,000 in the calendar Yl~ in which the Installment Sale Agreement is executed and delivered. The City therefore ~:xpects that it will be exempt from the rebate obligation imposed by Section l48(F)(4)(D)(i) of the Code. 18. The useful life of the Project extends at least to the final maturity date of the Certificates. 19. The Project is to be used as part of the governmental purposes of the City. To the best of my knowledge, information and belief: the above expectations are reasonable. WiITNESS my hand this ~~ day of July, 1998. TIllI cIocumtnllPOroYtd u ~~;pn y ate - 5 - . - DESIGNATION OF AUTHORIZED AUGUSTA REPRESENTATIVES Th,e undersigned, Mayor of Augusta, Georgia ("Augusta") designates the persons listed below, any of whom may act as the Authorized Augusta Representative under the Public Purpose Installment Sale Agreement dated as of June 1, 1998 between Richmond County Public Facilities, Inc. ("RCPF') and Augusta and under the Trust Indenture dated as of June 1, 1998, by and between RCPF and Regions Bank, Birmingham, Alabama, as Trustee (the "Indenture"), and certifies that the signatures set opposite their respective names are their true and genuine signatures. ~ Larry E. Sconyers Charles R Oliver EaGh of the above-named persons shall serve in such capacity until such time as a successor :;hall have been appointed and written notice of such appointment delivered to Regions Bank and RCPF. ~- ~f ~(SE4)' ",'-, .. :- .". . .~- _ Dated:.j~~~-)~ :1~98 ~ I ~. I . . - ~ OFFICER'S CERTIFICATE OF TIIE TRUSTEE Richmond County Public Facilities, Inc. Augusta, Georgia Augusta, Georgia Augusta, Georgia Hull, Towill, Norman & Barrett Augusta, Georgia RH~: SI,705,000 Richmond County Public Facilities, IDe. Certificates of Participation (Augusta Golf Course Project) Series 1998 (the "Certificates") To the Addressees: The undersigned on behalf of Regions Bank, as trustee (the "Trustee") under the Trust Indenture dated as of June 1, 1998 between the Richmond County Public Facilities, Inc., a nonprofit corporation organized under the laws of the State of Georgia (''RCPF') and Regions Bank (the: "Indenture") securing the Certificates, HEREBY CERTIFIES, as follows: 1. The Trustee has received the documents specified in Section 2.07 of the Indenture. 2. The Indenture has been executed and delivered by RCPF and has been accepted by the Trustee. The Indenture was executed and attested on behalf of the Trustee by . .~~~~ TItle: eoRPORATE TRUST MANAGER Type Name: Ray, D. BIRDWELL C7~~~~ ~~. vI~~ Title: ~ssrSTANT"SE;G.eETARY:.... '~H' Type Name: PATRICIA W. WILKES who, at the time of affixing their signatures, were and still are the officers of the Trustee as indicated by the titles under their signatures, and said officers were and are authorized to execute, attest and: deliver said agreements and accept the trusts contained therein on behalf of the Trustee and the signatures set forth above are their genuine signatures. 3. Under the applicable laws of the United States of America and of the State of Georgia, the Trustee is authorized and qualified to accept the trusts imposed by the Indenture and e ~ to act as trustee thereunder. The Trustee has taken all necessary corporate action to authorize the acceptanc:e of the Indenture and to authorize execution and authentication of the Certificates. 4. The Trustee, pursuant to Section 2.06 of the Indenture, has, pursuant to the Authentication Request ofRCPF dated the date hereof: authenticated all of the Certificates (as described on Schedule "A" attached hereto and by this reference thereto made a part hereof) and delivered them to the registered holders thereof upon receipt of the sum of$1,705,000. 5. The proceeds from the sale of the Certificates have been deposited on the date hereof in the "Project Fund" (as defined in the Indenture) or used to pay issuance costs in accordanl:;e with Section 3.03 of the Indenture. GIVEN this ~"'^- day of July, 1998. REGIONS BANK By: --7 /? /7 "' /~ (~~Y?--~---C--<- Title: SENIOR VICE PRESIDENT CORPORATE TRUST MANAGER . . LAW OFFICES BURNSIDE, WALL, DANIEL, ELLISON & REVELL THOMAS R. BURN!;IDE, ..JR., P.C. ..JAMES B. WALL, P.C. ..JAM ES W. ELLISO~I HARRY O. REVELL THOMAS R. BURN!;IOE, III LORI S. O'ALESSIC' A PARTNERSHIP INCLUDING PROFfl:SSIONAL CORPORATIONS P. O. BOX 2125 OFFICE 454 GREEN E STREET AUGUSTA, GEORGIA 30903 (706) 722-0768 TELECOPI ER (706) 722-5984 ROBERT C. OANIEL, ..JR. ( 1943-1993) July 2, 1998 Richmond County Public Facilities, Inc. Augusta, Georgia Regions Bank Augusta, Georgia Hull, Towill, Norman & Barrett Augusta, Georgia Re: $1,705,000 Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 (the "Certificates") To the Addressees: I am counsel to Richmond County Public Facilities, Inc. ("RCPF") and have acted as counsel to RCPF in connection with the issuance on the date hereof of the above-captioned Certificates. In such capacity, I have examined the Constitution and laws of the State of Georgia, and such other documents, certificates, instruments, and records of RCPF and of public officials, as I have deemed necessary in order to render this opinion. All capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Public Purpose Installment Sale Agreement between RCPF, as seller, and Augusta, Georgia (the "City"), as buyer, dated as of June 1, 1998 (the "Installment Sale Agreemelllt") . Based upon the foregoing, I am of the opinion that: 1. RCPF is a non-profit corporation organized and existing under the laws of the State of Georgia, and has the corporate power and authority to issue, sell, and deliver the Certificates, to execute and deliver the Trust Indenture, the Installment Sale Agreement, the Security Deed and the Reverter Deed (collectively, the "RCPF Documents"). 2. The Certificates and the RCPF Documents have been duly and validly authorized, executed, and delivered by and on behalf of RCPF and are legal, valid, and BURNSIDE, WALL, DANIEL~LLISON & REVELL . Page 2 July 2, 1998 binding obligations of RCPF, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and principles of equity applicable to the availability of specific performance or other equitable relief. 3. To the best of my knowledge, there is no action, suit, proceeding, inquiry, or investigation at law or in equity before or by any court, governmental authority, arbitration board, or tribunal, pending or threatened against or affecting RCPF, challenging the existence or powers of RCPF or the titles of the present officers of RCPF to their offices or wherein an unfavorahle decision, ruling or finding would have an adverse affect upon the existence or powers of RCPF, the validity or enforceability of the Certificates or RCPF Documents or restraining or enjoining the issuance, sale or delivery of the Certificates. 4. The execution and delivery by RCPF of the RCPF Documents and the compliance with the provisions thereof, do not and will not conflict with or constitute on the part of RCPF a violation of, breach of, or default under (i) the articles of incorporation or the by-laws of RCPF, (ii) any constitutional provision, statute or law, or, to the best of my knowledge, any indenture, mortgage, lease, resolution, note agreement, or other agreement or instrumem to which RCPF is a party or by which RCPF or any of its properties is bound, or (iii) any o:rder, rule, or regulation of any court or governmental agency or body having jurisdiction over RCPF or any of its activities or properties. 5. All consents, approvals, authorizations and orders of any court or governmental or regulatory bodies that are required to be obtained by RCPF as of the date hereof in connection with the issuance, sale, and delivery of the Certificates, the execution, delivery, and perfOImance on the part of RCPF of the RCPF Documents and the consummation by the Association of the transactions contemplated on its part by the foregoing documents have been duly obtained and remain in full force and effect. 6. To the best of my knowledge, RCPF is not in default in any material respect under any agreement or other instrument to which it is a party or by which it is bound. Very truly yours, Wtd/ J mes B. Wall ounsel to Richmond County Public Facilities, Inc. . . AUGUSTA-RICHMOND COUNTY COMMISSION LARRY E. SCONYERS Mayor ROOM 801 MUNICIPAL BLDG. (11) AUGUSTA, GEORGIA 30911 Bus. (706) 821-2488 Fax No. (706) 722-5984 ULMER BRIlXiES JERRY BRIGHAM HENRY H. BRIGHAM FREDDIE L HANDY WILLIAM B. KUHLKE. JR. WM. "WILllE" H. MAYS. III J. B. POWELL STEPHEN E. SHEPARD MOSES TODD LEE BEARD Mayor Pro Tem July 2, 1998 CHARLES R OUVER. P E. CPA Administrator JAMES B. WALL Attorney Augusta, Georgia Augusta, Georgia Reply 10: P.O. BOX 2125 Augusta. GA. 30903 Regions Bank Augusta, Georgia Hull, Towill, Norman & Barrett Augusta, Georgia Re: $1,705,000 Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 (the "Certificates") To the Addressees: I have acted as Counsel to Augusta, Georgia (the "City"), in connection with the execution and delivery of the Public Purpose Installment Sale Agreement, dated as of June 1, 1998 (the "Installment Sale Agreement"), between Richmond County Public Facilities, Inc. ("RCPF") and the City, relating to the above-captioned Certificates. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Installment Sale Agreement. I have examined the Installment Sale Agreement, the resolution adopted by the City on June 16, 1998 (the "Certificate Resolution"), and such other documents, certificates, and records as I have deemed necessary in order to render the opinions hereinafter expressed. Base:d upon such examination, I am of the opinion that: 1. The City is a body politic and corporate and a political subdivision of the State of Georgia, duly created and validly existing, and has all requisite power and authority to adopt the Certificate Resolution, to execute and deliver the Installment Sale Agreement and the warranty deed from the Ci':y to RCPF conveying the Augusta Golf Course Property dated as of June I, 1998 (the "Warranty Deed") and perform its obligations thereunder. The Certificate Resolution has been duly adopted by the City and is full force and effect. 2. The City has duly authorized, executed, and delivered the Installment Sale Agreement and the Warranty Deed and said documents are legal, valid, and binding obligations of the City, enforceable in accordance with their respective terms, except as the enforceability thereof may be lim:ited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the . e Page 2 July 2, 1998 enforcement of creditors' rights generally and principles of equity applicable to the availability of specific performance or other equitable relief. 3. The adoption of the Certificate Resolution and the execution and delivery of the Installment Sale Agreement and the Warranty Deed by the City and the compliance with the provisions cof the Installment Sale Agreement and the Warranty Deed by the City under the circumstances contemplated thereby, do not and will not conflict with or constitute on the part of the City a viola":ion of, a breach of, or a default under any constitutional provision, statute, law or, to the best of my knowledge, any indenture, mortgage, lease, resolution, note agreement, or other agreement (ir instrument to which the City is a party or by which the City is bound, or any order, rule, or regulation of any court or governmental agency or body having jurisdiction over the City or over any of its activities or properties. 4. All consents, approvals, authorizations, and orders of any court or of any governmental or regulatory bodies that are required to be obtained by the City in connection with the execution, delivery and performance of the Installment Sale Agreement and the Warranty Deed and the consum::nation by the City of the transactions contemplated on its part by the Installment Sale Agreement and the Warranty Deed have been duly obtained and remain in full force and effect. 5. There are no actions, proceedings, suits, inquiries, or investigations, at law or in equity, befNe or by any court, public board or body, pending, or to the best of our knowledge, threatened against, or affecting the City (nor to the best of my knowledge, is there any meritorious basis therefor) wherein an unfavorable decision, ruling, or finding would have (i) a material and adverse effect on the financial position of the City or the transactions contemplated on the part of the City by the Installment Sale Agreement or the Warranty Deed or (ii) an adverse effect on the validity or enforcea"Jility of the Installment Sale Agreement or the Warranty Deed or the existence or powers of the City or the titles of the Mayor and the Augusta-Richmond County Commission to their respective offices. Very truly yours, . . LAW OFFICES HULL, TOWILL, NORMAN & BARRETT WM. HALE BARRETT LAWTON JORDAN. _ R. PATRICK J. RICE DOUGLAS D. BATCH~LOR. JR.. DAVID E. HUDSON WILLIAM F. HAMMOND MARK S. BURGREEN" GEORGE R. HALLoo JAMES B. ELLINGTON F. MICHAEL TAYLOR". WILLIAM J. KEOGH II EDWARD J. TARVER J. NOEL SCHWEERS III" SUSAN D. BARRETT R. E. HANNA. III" TIMOTHY E. MOSES". N. SHANNON GENTRY FRANK C. MCCRYSTLE 11100. CHARLES H. WEIGLE: A PROFESSIONAL CORPORATION ROBERT C. NORMAN (RETIREDI PO. BOX 1564 JOHN BELL TOWILL I~07 -1991 AUGUSTA. GEORGIA 30903-1564 OFFICE SUN TRUST BANK BUILDING BOI BROAD STREET SEVENTH FLOOR AUGUSTA. GEORGIA 30901 July 2, 1998 TELEPHONE 17061 722-44BI TELECOPIER 17061 722-9779 EMAIL HULLFIRM@GROUPZ.NET -{ALSO FL AND S.CJ ..IALSO S.C.l ...(MD ONLY) Regions JBan.k:, as Trustee under a Trust Indenture, dated ~,of June 1, 1998, between Rregions Bank, as Trustee and Richmond County Public Facilities, Inc. Augusta, Georgia R~. I". $1,705,000 Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project) Series 1998 (the "Certificates") To the A,ddressee: 'We have acted as Bond Counsel for the purpose of delivering this opinion in connection with the j,ssuance and delivery of the Certificates by Richmond County Public Facilities, Inc. pursuant to a Trust Indenture, dated as of June 1, 1998 (the "Trust Indenture"), between Richmond County Public Facilities, Inc., a Georgia non-profit corporation ("RCPF"), and Regions Banle, as Trustee (the "Trustee"). The Certificates relate to and represent a proportionate interest in the obligations of Augusta, Georgia (the "City") to make certain installment payments (the "Installment Payments") pursuant to a Public Purpose Installment Sale Agreement, dated as of June 1, 1998, between RCPF and the City (the "Installment Sale Agreement"). The Installment Sale Agreement has an initial stated term ending June 30, 2013, subject to the Cily's right to terminate the Installment Sale Agreement upon the end of each calendar year due to an Event of Non-Appropriation (defined in the Installment Sale Agreement), prior to the yecrr 2013 and the right to prepay its obligations under the Installment Sale Agreement on any Interest Payment Date. . . HULL. TOWILL, I\JORMAN & BARRETT July 2, 1998 Page -2- The Installment Payments include portions designated as interest as provided in the Installment Sale Agreement. The Installment Sale Agreement does not constitute a mandatory payment obligation of the City beyond the current calendar year for which the Installment Paymenti have been appropriated and shall not constitute or give rise to a pledge of the faith, credit and taxing power, or a debt or a general obligation of the City, within the meaning of any constitutional or statutory limitation. The City is not a party to either the Trust Indenture or the Certificates. The Trustee has no obligation or liability under the Certificates or the Trust Indenture for the payment of principal of, premium, if any, and interest on the Certificates, except from amounts on deposit with the Trustee for such purposes pursuant to the Trust Indenture. The Certificates are subject to redemption prior to maturity as set forth in the Trust Indenture. In our capacity as Bond Counsel, we have examined (i) executed counterparts of the Installment Sale Agreement and the Trust Indenture, (ii) the form of the Certificates, (ill) certain o,ther certificates and documents submitted to us by or on behalf of the City, RCPF, and the Trustee which are included in the closing transcript for the Certificates. Further, we have made such examination of the Constitution and laws of the State of Georgia as we have deemed necessary in order to deliver this opinion. In our examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to our opinions we have relied solely upon the representations of RCPF and the City contained in the Trust Indenture and the Installment Sale Agreement and upon certifications of officers or other representatives of RCPF and the City contained in the Trust Indenture and the Installment Sale Agreement. As to the due authorization, execution, and delivery of the Installment Sale Agreement, we have relied solely upon an opinion of counsel for the City of even date herewith. We also have relied upon the opinion of even date herewith of Counsel to RCPF with respect to the authorization, execution, delivery, and enforceability of the Installment Sale Agreement and the Tru~:t Indenture by RCPF. In rendering the opinion as set forth in Paragraph 4 below, we have relied upon representations, certifications and covenants of the City with respect to the use of the proceeds made available under the Installment Sale Agreement and the Project (defmed in the Installment Sale Agreement) being financed thereby, without undertaking to verify the same by independent investigation. .. . HULL, TOWILL. NORMAN & BARRETT July 2, 1998 Page -3- The City has designated the Installment Sale Agreement as a "qualified tax-exempt obligation" for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986 (the "Code"). Based upon and subject to the foregoing, it is our opinion that: 1 . The Installment Sale Agreement constitutes the valid and binding obligation of the City ,and RCPF, enforceable in accordance with its terms; provided, however, no opinion is expressed with respect to the enforceability of any of the indemnification or similar provisions in the Installment Sale Agreement. It is noted, however, that the obligations of the Installmmt Sale Agreement are payable by the City only out of annually appropriated revenues of the City and that the Installment Sale Agreement may be terminated by the City on an annual basis. 2, The Trust Indenture has been duly authorized, executed, and delivered and its valid and. binding upon the Trustee and RCPF. 3, The Certificates have been duly authorized, executed and delivered and evidence valid and binding proportionate interests in, and right to receive payments of, Installment Payments, enforceable in accordance with their terms. 4.. The portion of the Installment Payments payable by the City under the Installment Sale Agreement which is designated as interest, as provided in the Installment Sale Agreement, to the extent received by the Trustee from or on behalf of the City, is excludable from gross income for federal income tax purposes under the Code and is not an item of tax preference for the purposes of computing the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted net book income. The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent to the City's execution of the Installment Sale Agreement in order that the portion of the Installment Payments which is designated as interest be, and continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of that portion of the Installment Payments which is designated as interest to be included in gross income for federal income tlX purposes retroactively to the date of issuance of the Certificates. We express no opinion regarding other federal tax consequences arising with respect to the Certificates, and we express no opinion as to the tax exemption, state or federal, of the amounts paid by any party other than the City after the expiration or the termination of the Installment Sale . . HUll. TOWilL. I-.JORMAN & BARRETT July 2, 1998 Page -4- Agreement upon the occurrence of an Event of Default or Event of Non-Appropriation thereunde:r (as defined in the Installment Sale Agreement). The rights of the owners of the Certificates and the enforceability of the Installment Sale Agrt:ement, the Trust Indenture, and the Certificates may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases, and our opinions herein are qualified by reference to such limi1tations. The opinion is delivered on the date hereof and is based upon the facts represented and the law a:i of the date hereof. No undertaking is made to amend, supplement or otherwise change this opinion based upon any event or change in circumstances or laws subsequent to the date hereof. Very truly yours, HULL, TOWILL, NORMAN & BARRETT By: 'V ~ ~cJ2J, 0 _____ ~ '\ . . INVESTMENT LETTER July 2, 1998 Richmol1d County Public Facilities, Inc. c/o Mr. Jrames B. Wall 454 Greene Street Augusta" Georgia 30901 Augusla;, Georgia City-County Building - 530 GrCl~ne Street August3:. Georgia 30901 Regions Bank, as Trustee Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 Re: $1,705,000 Richmond County Public Facilities, IDe. Certificate of Partnership (Augusta Golf Course Project) Series 1998 (the "Certificates") Gentlemen: In consideration of the sale to the undersigned of a Certificate and in consideration of Augusta, Georgia ("Augusta") providing the source and the security for the payment of the Certificate, the undersigned hereby represents, warrants, covenants, and agrees as follows: jt. The undersigned is an "accredited investor" as defined in Section 2(15) of the Securitil~ Act of 1933, as amended (the "1933 Act"). 2. The undersigned is purchasing the Certificate for investment for its own account or for its loan portfolio and is not purchasing the Certificate for resale or other disposition, and the undersigned has no present intention of reselling or otherwise disposing of all or any part of the Certificate or dividing its interest therein, but the undersigned reserves the right to sell or otherwi:;e dispose of the Certificate as it chooses. The undersigned agrees that it will not sell, transfer, assign, or otherwise dispose of the Certificate (1) unless it obtains from the purchaser and delivers to you an agreement similar in form and substance to this Agreement and (2) except in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), any rules and regulations promulgated under either Act, and the applicable securities laws of any other jurisdiction, and in connection therewith, the undersigned agrees that it shall furnish to any purchaser ofthe Certificate all information required by applicable law. ~ . . .... July 2, 1998 Page -2- 3.. The undersigned, through its agents and employees, has investigated the Augusta Golf Coulrse, a public golf course, located in Augusta, Georgia (the "Golf Course") to be financed with the !proceeds of the Certificates, has investigated Augusta, which will purchase and operate the Project and which will use the proceeds of the Certificates on behalf of Richmond County Public Facilities, Inc. ("RCPF') to make the improvements to the Golf Course (the "Project") as required by the Public Purpose Installment Sale Agreement dated as of June 1, 1998 betWeen - Augusta, as pUfchaser;-and RCPF, as seller (the "Installment Sale Agreement"). The undersigned has also iinvestigated RCPF. The undersigned acknowledges that it has been furnished with or has been given access, without restriction or limitation, to all of the underlying documents in connection with this transaction, the Certificates,_the GolfCourse,.the Project, Augusta, and . RCPF, as well as all other information which a reasonable, prudent, and knowledgeable investor would desire in evaluating the purchase of a Certificate. The undersigned acknowledges that Augusta" RCPF and other knowledgeable.parties have made available to it and.its representatives . the opportunity to .obtain any additional information which it may desire and the opportunity to '-. - - - ask any questions it may desire of and receive satisfactory answers from Augusta.and RCPP' . concerning the security and the source of payment of the Certificates, the Golf Course, the Project, Augusta and RCPF. 4~. The undersigned acknowledges that the Certificates are limited obligations payable solely from funds paid by Augusta under the Installment Sale Agreement and from collateral furnished by RCPF and that the Certificates will not be general obligations or indebtedness of RCPF, the State of Georgia, Augusta, or any other political subdivision of the State of Georgia to which no faith and credit or taxing power of any of the foregoing will be pledged. The undersiB;ned further acknowledges that neither the members of the board of directors or officers ofRCPF, the elected officials, officers or employees of Augusta or the officers, directors, or employ(;:es of Regions Bank, as Trustee, will be liable personally on the Certificates or any documents or agreements related thereto. 5. In reaching the conclusion that it desires to acquire a Certificate, the undersigned has carefully evaluated all risks associated with this investment and acknowledges that it is able to bear the economic risk of this investment. The undersigned, by reason of its knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of the investm~nt in Certificates. The representations in this letter shall not relieve Augusta or RCPF from any obligations to disclose any information required by the documents entered into in connection with the issuance of the Certificates or required by any applicable law. 15. If the proposal and offer herein contained is satisfactory to each of you, you may so indicate by having the following acceptance executed by your duly authorized officers and by returning a copy to us. This Investment Letter and your acceptance will then constitute an . . July 2, 1998 Page -3- agreement with respect to the matters herein contained as of the date hereof This Investment Letter is ,expressly for your benefit and may not be relied upon by any other party. Very truly yours, GEORGIA BANK & TRUST COMPANY OF AUGUSTA -- By: ACCEPTANCE OF PROPOSAL AND OFFE F GEORGIA BANK & TRUST COMPANY.. OF AUGUSTA CONTAINED IN ITS INVESTMENTLETIER The terms and conditions contained in the foregoing Investment Letter of Georgia Bank & Trust Company of Augusta are hereby accepted this 2nd day of July, 1998. RICHMOND COUNTY PUBLIC FACILITIES, INC. Mayor .- . . INVESlMENT LEITER July 2, 1998 Richmol1ld County Public Facilities, Inc. do Mr. Jrames B. Wall 454 Greene Street August~, Georgia 30901 Augus13:, Georgia City-County Building - 530 GrC1:me Street Augusta, Georgia 30901 . -...~ - Regions Bank, as Trustee Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 ,- Re: $1,705,000 Richmond County Public Facilities, Inc. Certificate of Partnership (Augusta Golf Course Project) Series 1998 (the "Certificates") Gentlemen: In consideration of the sale to the undersigned of a Certificate and in consideration of Augusta~ Georgia ("Augusta") providing the source and the security for the payment of the Certificate, the undersigned hereby represents, warrants, covenants, and agrees as follows: 1. The undersigned is an "accredited investor" as defined in Section 2(15) of the Securiti,;:s Act of 1933, as amended (the "1933 Act"). 2. The undersigned is purchasing the Certificate for investment for its own account or for its loan portfolio and is not purchasing the Certificate for resale or other disposition, and the undersigned has no present intention of reselling or otherwise disposing of all or any part of the Certificate or dividing its interest therein, but the undersigned reserves the right to sell or otherwi:se dispose of the Certificate as it chooses. The undersigned agrees that it will not sell, transfer:. assign, or otherwise dispose of the Certificate (1) unless it obtains from the purchaser and delivers to you an agreement similar in form and substance to this Agreement and (2) except in comp,liance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), ~lIlY rules and regulations promulgated under either Act, and the applicable securities laws of any other jurisdiction, and in connection therewith, the undersigned agrees that it shall furnish to any purchaser of the Certificate all information required by applicable law. t. - . July 2, 1998 Page -2- 3. The undersigned, through its agents and employees, has investigated the Augusta Golf Course, a public golf course, located in Augusta, Georgia (the "Golf Course") to be financed with the proceeds of the Certificates, has investigated Augusta, which will purchase and operate the Proj(:ct and which will use the proceeds of the Certificates on behalf of Richmond County Public Facilities, Inc. ("RCPF') to make the improvements to the Golf Course (the "Project") as required by the Public Purpose Installment Sale Agreement dated as of June 1, 1998 between' - Augusta, as purchaser; and RCPF, as seller (the ~Installment Sale Agreement"). The undersigned has also inv~gated RCPF. The undersigned acknowledges that it has been furnished with or has been given access, without restriction or limitation, to all of the underlying documents in connection with this transaction, the Certificates, the Golf Course, the Project, Augusta, and RCPF, as well as all other information which a reasonable, prudent, and knowledgeable investor" would d,esire in evaluating the purchase of a Certificate. The undersigned acknowledges that Augusta, . RCPF and other knowledgeable parties...have made available to it and its. representatives the opportunity to' obtain any additional-information. which it may desire and the opportunity to ask any ,questions it may desire of and receive satisfactory answers from Augusta and-RCPF concerning the security and the source of payment of the Certificates, the Golf Course, the Project, Augusta and RCPF. , . 4. The undersigned acknowledges that the Certificates are limited obligations payable solely from funds paid by Augusta under the Installment Sale Agreement and from collateral furnished by RCPF and that the Certificates will not be general obligations or indebtedness of RCPF, the State of Georgia, Augusta, or any other political subdivision of the State of Georgia to which no faith and credit or taxing power of any of the foregoing will be pledged. The undersigned further acknowledges that neither the members of the board of directors or officers ofRCPF, the elected officials, officers or employees of Augusta or the officers, directors, or employt:es of Regions Bank, as Trustee, will be liable personally on the Certificates or any documents or agreements related thereto. :5. In reaching the conclusion that it desires to acquire a Certificate, the undersigned has carefully evaluated all risks associated with this investment and acknowledges that it is able to bear the economic risk of this investment. The undersigned, by reason of its knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of the investment in Certificates. The representations in this letter shall not relieve Augusta or RCPF from any obligations to disclose any information required by the documents entered into in connection with the issuance of the Certificates or required by any applicable law. 6. If the proposal and offer herein contained is satisfactory to each of you, you may so indicate by having the following acceptance executed by your duly authorized officers and by returning a copy to us. This Investment Letter and your acceptance will then constitute an . . July 2, 1998 Page -3- agreement with respect to the matters herein contained as of the date hereof This Investment Letter is expressly for your benefit and may not be relied upon by any other party. Very truly yours, SUNTRUST BANK, AUGUSTA, N.A BY.~tl1f-g~ Its thoriz Officer ANp , ACCEPTANCE OF PROPOSAL AND OFFER OF SUNTRUST B~-AUGUSTA, N.A CONTAINED IN ITS INVESTMENT LETTER -__". '. - --- The terms and conditions contained in the foregoing Investment Letter of SunTrust Bank, Augusta, N.A are hereby accepted this 2nd day of July, 1998. RICHMOND COUNTY PUBLIC FACILITIES, INC. By: Mayor "': . . . . INVESTMENT LETTER July 2, 1998 Richmond County Public Facilities, Inc. c/o Mr. James B. Wall 454 Gre~ne Street Augusta, Georgia 30901 Augusta, Georgia City-County Building - 530 Greene Street Augusta, Georgia 30901 Regions Bank, as Trustee Corporate Trust Department Sixth Floor 417 North 20th Street Binningnam, Alabama 35203 Re: $1,705,000 Richmond County Public Facilities, Ioc. Certificate of Partnership (Augusta Golf Course Project) Series 1998 (the "Certificates") Gentlemen: In consideration of the sale to the undersigned of a Certificate and in consideration of Augusta, Georgia ("Augusta") providing the source and the security for the payment of the Certificate, the undersigned hereby represents, warrants, covenants, and agrees as follows: it. The undersigned is an "accredited investor" as defined in Section 2(15) of the Securiti,~s Act of 1933, as amended (the "1933 Act"). 2. The undersigned is purchasing the Certificate for investment for its own account or for its loan portfolio and is not purchasing the Certificate for resale or other disposition, and the undersigned has no present intention of reselling or otherwise disposing of all or any part of the Certific<Lte or dividing its interest therein, but the undersigned reserves the right to sell or otherwi:;e dispose of the Certificate as it chooses. The undersigned agrees that it will not sell, transfer, assign, or otherwise dispose of the Certificate (1) unless it obtains from the purchaser and delivers to you an agreement similar in form and substance to this Agreement and (2) except in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), any rules and regulations promulgated under either Act, and the applicable securities laws of any (lIther jurisdiction, and in connection therewith, the undersigned agrees that it shall furnish to any purchaser of the Certificate all information required by applicable law. ~ ...,. . e July 2, 1998 Page -2- 3. The undersigned, through its agents and employees, has investigated the Augusta Golf Course, a public golf course, located in Augusta, Georgia (the "Golf Course") to be financed with the proceeds of the Certificates, has investigated Augusta, which will purchase and operate the Projeet and which will use the proceeds of the Certificates on behalf of Richmond County Public Facilities, Inc. ("RCPF') to make the improvements to the Golf Course (the "Project") as required hy the Public Purpose Installment Sale Agreement dated as of June 1, 1998 between Augusta,. as purchase1", and RCPF, as seller (the "Installment Sale Agreement"). The undersigned has also iJllvestigated RCPF. The undersigned acknowledges that it has been furnished with or has been given access, without restriction or limitation, to all of the underlying documents in connection with this transaction, the Certificates, the GolfCourse,..the Project, Augusta, and RCPF, as well as all other information which a reasonable, prudent, and knowledgeable investor. would de:;ire in evaluating the purchase of a Certificate. The undersigned acknowledges that A1,Igusta, RCPFand other knowledgeable-parties have made available to it and its..representati\lCs the OppOItunity to.obtain any additional information which it may desire and the opportunity to ask any questions it may desire of and receive satisfactory -answers .from Augusta and RCPF concernin.g the security and the source of payment of the Certificates, the Golf Course, the Project, Augusta and RCPF. 4. The undersigned acknowledges that the Certificates are limited obligations payable solely from funds paid by Augusta under the Installment Sale Agreement and from collateral furnished by RCPF and that the Certificates will not be general obligations or indebtedness of RCPF, th,~ State of Georgia, Augusta, or any other politica:l subdivision of the State of Georgia to which no faith and credit or taxing power of any of the foregoing will be pledged. The undersigned further acknowledges that neither the members of the board of directors or officers ofRCPF, the elected officials, officers or employees of Augusta or the officers, directors, or employees of Regions Bank, as Trustee, will be liable personally on the Certificates or any documen1s or agreements related thereto. 5. In reaching the conclusion that it desires to acquire a Certificate, the undersigned has carefblly evaluated all risks associated with this investment and acknowledges that it is able to bear the economic risk of this investment. The undersigned, by reason of its knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of the investmeIllt in Certificates. The representations in this letter shall not relieve Augusta or RCPF from any ,ob ligations to disclose any information required by the documents entered into in connection with the issuance of the Certificates or required by any applicable law. 6. If the proposal and offer herein contained is satisfactory to each of you, you may so indicatle by having the following acceptance executed by your duly authorized officers and by returning a copy to us. This Investment Letter and your acceptance will then constitute an '"" . . July 2, 1998 Page -3- agreement with respect to the matters herein contained as of the date hereof This Investment Letter is expressly for your benefit and may not be relied upon by any other party. Very truly yours, NATIONSBANK, N.A BY:.~~ Its Authorized Officer ACCEPTANCE OF PROPOSAL AND OFFER OF NATIONSBANK, N.A CONTAINED IN ITS INVESTMENT LETTER " -. - - . The terms and conditions contained in the foregoing Investment Letter of Nations Bank, N.A are: hereby accepted this 2nd day ofIuly, 1998. RICHMOND COUNTY PUBLIC FACILITIES, INC. Mayor . - . . INVESTMENT LETTER July 2, 1998 Richmond County Public Facilities, Inc. c/o Mr. James B. Wall 454 Greene Street August2~~r~a3090l Augusu~ ~rgia City-County Building - 530 Greene Street Augusta, ~rgia 30901 Regions. Bank, as Trustee Corpomte Trust Department Sixth Floor . 417 No:rth 20th Street BirmingJIam, Alabama 35203 Re: $1,705,000 Richmond County Public Facilities, Inc. Certificate of Partnership (Augusta Golf Course Project) Series 1998 (the "Certificates") Gentlemen: In consideration of the sale to the undersigned of a Certificate and in consideration of Augusta, Georgia ("Augusta") providing the source and the security for the payment of the Certificate, the undersigned hereby represents, warrants, covenants, and agrees as follows: 1. The undersigned is an "accredited investor" as defined in Section 2(15) of the Securiti.es Act of 1933, as amended (the "1933 Act"). 2. The undersigned is purchasing the Certificate for investment for its own account or for its loan portfolio and is not purchasing the Certificate for resale or other disposition, and the undersi,gned has no present intention of reselling or otherwise disposing of all or any part of the Certificate or dividing its interest therein, but the undersigned reserves the right to sell or otherwi.se dispose of the Certificate as it chooses. The undersigned agrees that it will not sell, transfer, assign, or otherwise dispose of the Certificate (1) unless it obtains from the purchaser and dellvers to you an agreement similar in form and substance to this Agreement and (2) except in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), llny rules and regulations promulgated under either Act, and the applicable securities laws of any other jurisdiction, and in connection therewith, the undersigned agrees that it shall furnish to any purchaser of the Certificate all information required by applicable law. . . July 2, 1'998 Page -2- 3 . The undersigned, through its agents and employees, has investigated the Augusta Golf Course, a public golf course, located in Augusta, Georgia (the "Golf Course") to be financed with the proceeds of the Certificates, has investigated Augusta, which will purchase and operate the Projc:ct and which will use the proceeds of the Certificates on behalf of Richmond County Public F,llcilities, Inc. ("RCPF') to make the improvements to the Golf Course (the "Project") as required by the Public Purpose Installment Sale Agreement dated as of June 1, 1998 between - AUguS""ill, as purchaser, and RCPF, as seller (the "Installment Sale Agreement"). The undersigried' , .- has also inv~gated RCPF. The undersigned acknowledges that it has been furnished with or has been given access, without restriction or limitation, to all of the underlying documents in connection with this transaction, the Certificates,.the Golf Course, the Project, Augusta, and RCPF, 2S well as all other information which a reasonable; prudent,' and knowledgeable investor would desire in evaluating the purchase of a Certificate. The. undersigned acknowledges that AugusUl, RCPF and other knowledgeable parties have made available to it and its representatives ~ '--.. - '-.:' -the opportunity to..obtain any additional information which it may desire and the opportunity to--: - - ask any questions it may desire of and receive satisfactory answers.from AugUsta and RCPF concerning the security and the source of payment of the Certificates, the Golf Course, the Project, Augusta and RCPF. 4. The undersigned acknowledges that the Certificates are limited obligations payable solely from funds paid by Augusta under the Installment Sale Agreement and from collateral furnished by RCPF and that the Certificates will not be general obligations or indebtedness of RCPF, the State of Georgia, Augusta, or any other political subdivision of the State of Georgia to which no faith and credit or taxing power of any of the foregoing will be pledged. The undersigned further acknowledges that neither the members of the board of directors or officers ofRCPJl', the elected officials, officers or employees of Augusta or the officers, directors, or employees of Regions Bank, as Trustee, will be liable personally on the Certificates or any documents or agreements related thereto. .5. In reaching the conclusion that it desires to acquire a Certificate, the undersigned has cart:fully evaluated all risks associated with this investment and acknowledges that it is able to bear tht: economic risk of this investment. The undersigned, by reason of its knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of theeinvestment in Certificates. The representations in this letter shall not relieve Augusta or RCPF from an,y obligations to disclose any information required by the documents entered into in connec1ion with the issuance of the Certificates or required by any applicable law. 6. If the proposal and offer herein contained is satisfactory to each of you, you may so indicate by having the following acceptance executed by your duly authorized officers and by returning a copy to us. This Investment Letter and your acceptance will then constitute an . . July 2, 1998 Page -3- agreement with respect to the matters herein contained as of the date hereof. This Investment Letter is expressly for your benefit and may not be relied upon by any other party. Very truly yours, REGIONS BANK By: ~.~_~~~ Its Authorized cer ~ \J p ACCEPTANCE OF PROPOSAL AND OFFER OF REGIONS BANK CONTAINED IN ITS INVESTMENT LETTER -" _"_. . The terms and conditions contained in the foregoing Investment Letter of Regions Bank are herehy accepted this 2nd day of July, 1998. RICHMOND COUNTY PUBLIC FACILITIES, INC. By: Its President AUGUSTA, GEORGIA By: Its Mayor REGIONS BANK, AS TRUSTEE By: Its . . July 2, 1'998 Page -3- agreement with respect to the matters herein contained as of the date hereof This Investment Letter is expressly for your benefit and may not be relied upon by any other party. Very truly yours, REGIONS BANK By: Its Authorized Officer ACCEPT ANCE OF PROPOSAL _AND OFFER OF REGIONS BANK CONTAINED IN ITS INVESTMENT LETTER The terms and conditions contained in the foregoing Investment Letter of Regions Bank are hereby accepted this 2nd day of July, 1998. RICHMOND COUNTY PUBLIC FACILITIES, INC. /'" Mayor . . INVESTMENT LETTER July 2, 1998 Richmond County Public Facilities, Inc. do Mr. James B. Wall 454 Greene Street Augusta, Georgia 30901 Augusta, Georgia City-County Building - 530 Greene Street Augu~~Georgia3090l Regions Bank, as Trustee Corporate Trust Department Sixth Floor 417 North 20th Street Birmingham, Alabama 35203 . Re: $1,705,000 Richmond County Public Facilities, IDe. Certificate of Partnership (Augusta Golf Course Project) Series 1998 (the "Certificates") Gentlemen: In consideration of the sale to the undersigned of a Certificate and in consideration of Augusta, Georgia ("Augusta") providing the source and the security for the payment of the Certificate, the undersigned hereby represents, warrants, covenants, and agrees as follows: 1. The undersigned is an "accredited investor" as defined in Section 2(15) of the Securiti,es Act of 1933, as amended (the "1933 Act"). 2. The undersigned is purchasing the Certificate for investment for its own account or for its k>an portfolio and is not purchasing the Certificate for resale or other disposition, and the undersigned has no present intention of reselling or otherwise disposing of all or any part of the Certificate or dividing its interest therein, but the undersigned reserves the right to sell or otherwiise dispose of the Certificate as it chooses. The undersigned agrees that it will not sell, transfer, assign, or otherwise dispose of the Certificate (1) unless it obtains from the purchaser and delivers to you an agreement similar in form and substance to this Agreement and (2) except in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), :any rules and regulations promulgated under either Act, and the applicable securities laws of any .other jurisdiction, and in connection therewith, the undersigned agrees that it shall furnish to any purchaser of the Certificate all information required by applicable law. . . July 2, 1998 Page -2.. :I. The undersigned, through its agents and employees, has investigated the Augusta Golf Course, a public golf course, located in Augusta, Georgia (the "Golf Course") to be financed with the proceeds of the Certificates, has investigated Augusta, which will purchase and operate the Proj.~ and which will use the proceeds of the Certificates on behalf of Richmond County ~blic Facilities, Inc. ("RCPF') to make the improvements to the Golf Course (the "Project") as required by the Public Purpose Installment Sale Agreement dated as of June 1, 1998 between - Augusta, as purchaser, and RCPF, as seller (the "Installment Sale Agreement"). The undersigned has also inv~gated RCPF. The undersigned acknowledges that it has been furnished with or has been given access, without restriction or limitation, to all of the underlying documents in connecti.onwi.!h this.transaction, the Certificates, the Golf Course, thed>roject,. Augusta, and - _ _ . _ _ RCPF, IlS well as all other information which a reasonable, prudent, and knowledgeable investor - would desire in evaluating the purchase of a Certificate. The undersigned acknowledges that . -~ .-----.u _August~, RCPFand.other.knowledgeable parties have made available to-it-and its..repr-esentatives---- __.__ the opportunity to:obtain any additional.information-which it may desire and the opportunity to-- ask any questions it may desire of and receive satisfactory answers from Augusta and RCPF concerning the security and the source of payment of the Certificates, the Golf Course, the Project, Augusta and RCPF. 4. The undersigned acknowledges that the Certificates are limited obligations payable solely from funds paid by Augusta under the Installment Sale Agreement and from collateral furnished by RCPF and that the Certificates will not be general obligations or indebtedness of RCPF, tile State of Georgia, Augusta, or any other political subdivision of the State of Georgia to which no faith and credit or taxing power of any of the foregoing will be pledged. The undersigned further acknowledges that neither the members of the board of directors or officers ofRCPF, the elected officials, officers or employees of Augusta or the officers, directors, or employees of Regions Bank, as Trustee, will be liable personally on the Certificates or any documents or agreements related thereto. ~;. In reaching the conclusion that it desires to acquire a Certificate, the undersigned has careifully evaluated all risks associated with this investment and acknowledges that it is able to bear the economic risk of this investment. The undersigned, by reason of its knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of the investmmt in Certificates. The representations in this letter shall not relieve Augusta or RCPF from any obligations to disclose any information required by the documents entered into in connection with the issuance of the Certificates or required by any applicable law. 6. If the proposal and offer herein contained is satisfactory to each of you, you may so indiClllte by having the following acceptance executed by your duly authorized officers and by returning a copy to us. This Investment Letter and your acceptance will then constitute an . . July 2, 1998 Page -3- agreement with respect to the matters herein contained as of the date hereof This Investment Letter is expressly for your benefit and may not be relied upon by any other party. Very truly yours, SOUTHTRUST BANK, N.A By-&le&tP Its Authorized Officer ACCEPTANCE OF PROPOSAL AND_OFFER OF SOUTIITRUST BANK, N.A CONTAINED IN ITS INVESTMENT LEITER The terms and conditions contained in the foregoing Investment Letter of SouthTrust Bank, N.A are hereby accepted this 2nd day of July, 1998. RICHMOND COUNTY PUBLIC FACILITIES, INC. By: Ll W~~ Mayor . LEGEND: TIllS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN \\ ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER OFFERING DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION WITH THE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOT BE TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12(d)(1)(i), THE EXEMPTION FROM lHE CONTINUlNG DISCLOSURE REQUIREMENTS OF SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2(b)(5) OR ANY SIMILAR RULES OR STATUTES IN EFFECT AT THE TIME OF SUCH TRANSFER. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATE OF PARTICIPATION (AUGUST A GOLF COURSE PROJECJ'),..SERIES 1998 Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the "Installment Sale Agreement") Between.Augusta,_Georgia and Rich.o1ond County Public._ - Facilities., Inc. Maturi~~ Dated Date Number June 30, 2013 July 2, 1998 R-3 Register1ed Owner: Georgia Bank & Trust Company of Augusta Initial Principal Amount: $340,000.00 Initial Interest Rate: 5.18% THIS CERTIFIES THAT the principal amount of this Certificate less principal redemptions thereof will be paid in lawful money of the United States of America to the registered owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this Richmond County Public Facilities, Inc. Certificate of Participation (Augusta Golf Course Project), Series 1998 (this "Certificate") on the Maturity Date shown above or on such earlier date or dates as herein described, with interest on said sum from the Interest Payment Date next preceding the date of authentication hereof (unless the authentication date is an Interest Payment Date or prior to the first Interest Payment Date, in which case it shall bear interest from such authentil:ation date) at the Initial Interest Rate set forth above as the same may be adjusted as hereinafiter provided payable on the Interest Payment Dates, subject to the provisions hereof respecting redemption before maturity. 1 . . This Certificate is one of the duly authorized Certificates issued in the aggregate principal amount of $1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc. Certificaltes of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust") establishl~ under, and subject to the terms, provisions and conditions of, a Trust Indenture, dated as of June 1, 1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc., (the "RCPF") and Regions Bank, as trusiee (the "Trustee"), to which Trust Indenture the 'owner of this Certificate by virtue of the acceptance hereof assents and by which each such owner is bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in writing to the Trustee at its principal corporate trust office in Birmingham, Alabama. This Certificate represents a fractional undivided interest in a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement") between RCPF and Augusta, Georgia - ("Augu:;ta") dated as of June 1, 1998; and-the Installment Payments (as defined in the Installment Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption premium (uany) and a portion of which constitutes interest. The fractional interest represented ~ ..- by this (~ertificate !s.determi..'1ed by dividing the outstanding principal. amount hereunder by the _ '"Outstanding principal amount of all Certificates under the Trust Indenture. The Installment Sale - Agreement is to be administered pursuant .to the Trust Indenture. The Installment Payments under tbe Installment Sale Agreement. will constitute curreatly budgeted expenditures. ofAugusta..______ _. _ Augusta's obligations to make payments-.under.the Installment Sale-Agreement shall be from year tiJ year IJruy and shall not constitute a mandatory payment obligation of Augusta in any calendar '-'-- year beyond the then current calendar year. The Installment Sale Agreement does not create a general obligation of Augusta within the meaning of any constitutional debt limitation and does not directly or indirectly obligate Augusta to make any payments beyond those appropriated in the sole discretion of Augusta for any calendar year in which the Installment Sale Agreement shall be in effect Augusta is not obligated to renew the Installment Sale Agreement from year to year, and the taxing power of Augusta is not pledged directly or indirectly or contingently to secure the Installment Payments. The Certificates are issuable in the amount of$5,OOO or any integral multiple thereof, in fully registered form dated the Dated Date set forth above. Certificates may be transferred and exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the limitations and conditions provided in the Trust Indenture. The final principal installment of this Certificate is payable, at the Maturity Date sho.wn above, upon the presentation and surrender thereof, at the corporate trust office of the Trustee and payment of the interest with respect to this Certificate and the semi-annual principal installments shall be made by the Trustee on each Interest Payment Date to the person appearing as the registered owner thereof as of the close of business on the Record Date by check mailed to such n:gistered owner at its address as it appears on the registration books maintained by the Trustee or at such other address as is furnished in writing to the Trustee. as registrar. The Record Date S11all be the fifteenth day of the month preceding each Interest Payment Date. 2 . . Interest is payable in arrears on June 30 and December 31 of each year, commencing December 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business Day, on the next succeeding Business Day (each such day being an "Interest Payment Daie"). This Certificate shall bear interest at the Initial Interest Rate per annum shown above through Decemb4~r 31,2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed 15% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the United States Treasury Bond rate for five (5) year maturities which shall be determined and set for each Adjusted Rate Period on October 1 immediately preceding the beginning of such Adjusted Rate Period. Adjusted Rate Period means the time period from January 1,2004 through December 31, 2008 and from January 1, 2009 and thereafter. Interest and the semi-arJlual principai installments due to any holder of Certificates in an aggregate principal amount of $1,000,000 or more will be paid, upon the request of any such holder delivered to the Trustee at least five Business Days prior to the due date of such payments, - by wiretransfer to. an aCC'A>untdesignated by.such holder.. ____ _ _ . ._ . Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all . -.- -- - supplement.s thereto for a description of the nature-and extent of the Trust Estate, the rights,_. duties and obligations cfRGPF~ the Trustee-and Augusta,. the rights of the holders of the ---.Certificates, the issuance of the Certificates, and the terms on which the Certificates.are-or may be issued ~lIld secured, and to all the provisions of which the holder hereof by the acceptance of this Certificate assents. Any term used in this Certificate as a defined term but not defined in this Certificate shall have the meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement. References herein to the Certificate Payment Fund and the accounts therein shall be to the Certificate Payment Fund and the accounts therein established under the Trust Indenture. No recourse shall be had for the payment of the principal of: or interest on this Certificate or for any claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer, director, trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through the Tmstee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or employee of any successor of the Trustee, RCPF or Augusta, either personally or in such capaci1y under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, commissioner, mayor", officer, director, trustee, agent or employee, as such, is hereby expressly waived and releas~:d as a condition of any consideration for the execution of the Trust Indenture and the issuanl;e of this Certificate. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under applicable law and under the Trust Indenture precedent to and in the issuance of 3 . . this Certificate, exist, have happened and have been performed, and that the issuance, authenti<:ation and delivery of this Certificate have been duly authorized. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the certificate of authentication hereon shall have bC(:n duly executed by the Trustee. . The Certificates are subject to extraordinary optional redemption in whole or in part upon the occurrence of certain events described in Section 5.3 of the Installment Sale Agreement ("Extraordinary Purchase Option") and are otherwise subject to optional redemption ("Voluntary Purchase Option") as a result of the exercise of certain purchase options of Augusta set forth in --~-Section4.S(c) of the Installment Sale Agreement from prepayments made by ~ugustcrofBasic . Payments (as defined in the Installment Sale Agreement) and other amounts, on any Interest Payment Date, at the principal amount thereof plus accrued interest to the redemption date, - The Certificates are subject to mandatory redemption in whole, after termination of the L"lstallment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as defined in the Installment Sale Agreement). The Trustee shall apply to the payment of the - - -_'_ redemption price any amounts deposited from.time to'.timein the.Certificate.Pa.yment.E.und;;with -.' respect to which the Event of Non-Appropriation or Event of Default occurred. . The Trustee may establish such additional dates for the payment of portions-of the redemption.price as may be appropriate, taking into consideration the dates when amounts available to pay portions of the redemption price are available. Amounts available to pay the redemption price may be insufficient, and the holders of the Certificates shall have no recourse for any such insufficiencies. Interest on the Certificates shall cease to accrue on the date of any such redemption. The Certificates are subject to mandatory redemption in whole or in part on any Interest Payment Date from, and to the extent of: amounts deposited in the Redemption Subaccount of the Principal Account of the Certificate Payment Fund. The redemption price for all redemptions shall be equal to the principal amount being redeemed plus accrued interest to any date on which the Certificates are scheduled to be redeemed. If the Certificates are to be redeemed in part following an Event of Default or an Event of Non-Appropriation, such redemption shall be proportionate among all Certificates and each of the Certiflcates shall be redeemed by its proportionate share. For each Certificate, "proportionate" mearu; an amount determined by multiplying the aggregate principal to be redeemed on all the Certificates times a fraction the numerator of which is the outstanding principal amount of such Certuicate and the denominator of which is the outstanding principal amount of all Certificates. If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase . Option or a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be 4 ... . . redeemed among all owners in integral multiples of $5,000 in the manner set forth in the Trust Indenture. In the event the Certificates or portions thereof are called for redemption as aforesaid, notice thereof identifying the Certificates or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days arid not more than sixty days prior to the date fixed for redemption to the registered owner of each Certificate at his address as the same shall last appear upon the registration books. Failure to give such notice by mailing to any Certificateholder or any defect therein, shall not affect the validity of the rede:mption of any other Certificates. Upon the giving of notice, if sufficient funds available solely fhr redemption are on deposit with the Trustee, the Certificates or portions thereof so ."- -. - called fbr redemption cease to bear. interest on and after the specified redemptiofr date. : GENERAL PROVISIONS The term "Business Day" shall.mean any day excluding Saturday, Sunday and any day on which banks in Augusta, Georgia or in such other city in which the principal corporate trust office of the-Trustee is located are authorized by Jawor.other governmental action.to close. Interest hereon shall be computed on the.basis ofa 360-day year of twelve thirty-day month:;. Subject to the provisions of the legend set forth at the top of this Certificate and the provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the Trustee, and upon payment of the charges and subject to the conditions provided in the Trust Indenlture: Upon such transfer a new Certificate or Certificates for the same aggregate principal amoulllt of Certificates will be issued to the designated transferee or transferees. The. Trustee 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 due hereon and for all other purposes, and the Trustee shall Jrlot be affected by any notice to the contrary. The Trustee will not be required to (i) transfer or exchange this Certificate during the period of fifteen days next preceding any day upon which notice of redemption of such Certificate is to "be made or (Ii) transfer or exchange any such Certificate after the giving of notice calling such Certificate for redemption. To the extent permitted by, and as provided in, the Trust Indenture, modifications or amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain circumstances by the Trustee and RCPF without the consent of Certificate holder and in other 5 .. . . instance; upon the consent in writing of the owners of not less than fifty-one percent in aggregate principall amount of the Certificates then outstanding. IN WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC. has cam.ed this Certificate to be executed in its name and on its behalfby the manual or facsimile signature of an authorized officer of the Trustee and the corporate seal of the Trustee to be (REMAINDER OF P AGE INTENTIONALLY LEFf BLANK) 6 . . hereunto affixed by facsimile or actual impression and attested to by the manual or facsimile signature of an authorized officer of the Trustee, all as of the year and day first above written. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF PARTICIPATION (AUGUSTA GOLF COURSE PROmCT), SERIES 1998 TRUST By: REGIONS BANK, as Trustee By: ~~~ Its thorized Officer Attest: (7 ~~-< ~ ,. ) ~ .~ R;~ v ell ./ Its Authorized Officer [BANK SEAL] CERTIFICATE OF AUTHENTICATION This Certificate is one of the Certificates described in the withilIl-mentioned Trust Indenture. Date of Authentication: July 2 . 1998 Region:; Bank, AS TRl~' S By:~ ~~.- ~~ Hzed Signatory FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [please insert name and Social Security or other identifying number of assignee] the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within Certificate on the books kept for registration thereot: with full power of substitution in the premises. The undersigned certifies that it has complied with the restrictions set forth in the investment letter executed by the undersigned at the time of its purchase of this Certificate and the legend set forth at the beginning of this Certificate, and that the transferee has delivered to the 7 ~. . . Trustee an investment letter in substantially the same form as executed by the undersigned at the time of it:; purchase of the Certificate. 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. Signature Guaranteed By: 8 . . . COpy lLEGEND: TIllS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER OFFERING DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION wrrn THE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOt BE TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2(d)(1)(i), THE EXEMPTION FROM THE CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND EXCHANGE COMMISSION RULE l5c2-12(b)(5) OR ANY SIMILAR RULES OR STATUTES IN EFFECT AT THE TIME OF SUCH TRANSFER. --- - n_ RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATE OF PARTICIPATION -" ....- ~(AUGUSTA GOLF COURSE PROJECT), SERIES 1998 Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the - ~IInsta1L",.ent_Sal.e_Agre.ementll) Betw~en Augoct3,Georgia-and.Richmond -CQunty-EtJbli.c- Facilities, Inc. ~'---.,.,,....~, Maturity Date Dated Date Number June 30, 2013 July 2, 1998 R-4 ~ered Owner: SouthTrust Bank, N.A Initial Principal Amount: $340,000.00 Initial Interest Rate: 5.18% TIllS CERTIFIES THAT the principal amount of this Certificate less principal redemptions thereof will be paid in lawful money of the United States of America to the registered owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this Richmond County Public Facilities, Inc. Certificate of Participation (Augusta Golf Course Projeet), Series. 1998 (this IlCertificatefl) on the Maturity Date shown above or on such earlier date or dates as herein described, with interest on said sum from the Interest Payment Date next preceding the date of authentication hereof(unless the authentication date is an Interest Payment Date or prior to the first Interest Payment Date, in which case it shall bear interest from such authentication date) at the Initial Interest Rate set forth above as the same may be adjusted as hereinafter provided payable on the Interest Payment Dates, subject to the proVisions hereof respecting redemption before maturity. 1 . . This Certificate is one of the duly authorized Certificates issued in the aggregate principal amount of$1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc. Certifi~Ltes of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust") established under, and subject to the terms, provisions and conditions of, a Trust Indenture, dated as ofJuCle 1, 1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc., (the "RCPF") and Regions Bank, as trustee (the "Trustee"), to which Trust Indenture the' owner of this Certificate by virtue of the acceptance hereof assents and by which each such owner is bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in writing to the Trustee at its principal corporate trust office in Birmingham, Alabama. This Certificate represents a fractional undivided interest in a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement") between RCPF and Augusta, Georgia .- -, T'Au81usta") dated as of June 1, 1998, and the Installment Payments (as defined nrthe lllstaIlment Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption premiulm (lfany) and a portion of which constitutes interest. The fractional interest represented . - by this, Certificate is determined by dividing the outstanding pFinciFnl amotv."..~-hereunder b)' the.- outstanding principal amount of all Certificates under the Trust Indenture. The-Installment Sale Agreement is to be administered pursuant to the Trust Indenture. The Installment Payments - under the Installment Sale Agreement 3.w.1.~nstimw-$uue,!;!t~ budgetp~e.v.p~itu1=es..cl"-Augusta:- . .-=-- .:...- -.- --'.' ---.- -Augu:;ta's .obligations to make payments under the Installment Sale Agreement shall be-from year - -.-, to year only and shall not constitute a mandatory'payment obligation of Augusta in any calendar year beyond the then current calendar year. The Installment Sale Agreement does not create a general obligation of Augusta within the meaning of any constitutional debt limitation and does not dilfectly or indirectly obligate Augusta to make any payments beyond those appropriated in the sole discretion of Augusta for any calendar year in which the Installment Sale Agreement shall be in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year, and the taxing power of Augusta is not pledged directly or indirectly or contingently to secure the InstaUment Payments. The Certificates are issuable in the amount of$5,000 or any integral multiple thereof: in fully registered form dated the Dated Date set forth above. Certificates may be transferred and exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the limitations and conditions provided in the Trust Indenture. The final principal installment of this Certificate is payable, at the Maturity Date shown abov'e, upon the presentation and surrender thereof: at the corporate trust office of the Trustee and payment of the interest with respect to this Certificate and the semi-annual principal installments shall be made by the Trustee on each Interest Payment Date to the person appearing as the registered owner thereof as of the close of business on the Record Date by check mailed to such registered owner at its address as it appears on the registration books maintained by the Trustee or at such other address as is furnished in writing to the Trustee, as registrar. The Record Date shall be the fifteenth day of the month preceding each Interest Payment Date. 2 . . Ilnterest is payable in arrears on June 30 and December 31 of each year, commencing Decemb4~r 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business Day, on the next succeeding Business Day (each such day being an "Interest Payment Date"). This Certificate shall bear interest at the Initial Interest Rate per annum shown above through Decembl~r 31,2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed] 5% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the United S:tates Treasury Bond rate for five (5) year maturities which shall be determined and set for each Adjusted Rate Period on October 1 immediately preceding the beginning of such Adjusted Rate Period. Adjusted Rate Period means the time period from January 1,2004 through December 31, 2008 and from January 1, 2009 and th~reafter. lnterest and the semi-annual principal installments due to any hoider of Certificates 'in an aggregalle principal amount of $1,000,000 or more will be paid, upon the request of any such holder delivered to the Trustee at least five Business Days prior to the due date of such payments, by wire transfer to an account designated-by.such holde[;. . . ... u-. . _ - - - .' R.eference is made to the Trust Indenture, the Installment Sale Agreement, and to all supplements thereto-ror a description o.f.th5- Rature.and .~em...ot:.theJrust-Estste;- the-rights, -- . -duties and obligations ofRCPF, the Trustee and Augusta, the rights of the holders-efthe----. ---.. Certificates, the issuance of the Certificates, and the terms on which the Certificates are or may be issued and secured, and to all the provisions of which the holder hereof by the acceptance of this Certificate assents, Any term used in this Certificate as a defined term but not defined in this Certificate shall have th(: meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement. References herein to the Certificate Payment Fund and the accounts therein shall be to the Certificate Payment Fund and the accounts therein established under the Trust Indenture. No recourse .shall be had for the payment of the principal of: or interest on this Certificate or for any claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer, director, trustee, agent Qr employee of the Trustee, RCPF or Augusta, either directly or through the Tru:rtee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or employ'~ of any successor of the Trustee, RCPF or Augusta, either personally or in such capacity under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and au such liability of any such member, commissioner, mayor" officer, director, trustee, agent or employee, as such, is hereby expressly waived and released as a condition of any consideration for the execution of the Trust Indenture and the issuance of this Certificate. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under applicable law and under the Trust Indenture precedent to and in the issuance of 3 'i . . this Certificate, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Certificate have been duly authorized. T.llls Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the certificate of authentication hereon shall have been duly executed by the Trustee. . The Certificates are subject to extraordinary optional redemption in whole or in part upon the occurrence of certain events described in Section 5.3 of the Installment Sale Agreement ("Extraordinary Purchase Option") and are otherwise subject to optional redemption ("Voluntary Purchase Optionlt) as a result of the exercise of certain purchase options of-Augusta set forth in Section 4.5(c) of the Installment Sale Agreement from prepayments made by Augusta of Basic PaymenU: (as defined in the Installment Sale Agreement) and other amounts, on any Interest Payment Date, at the principal amount thereof plus accrued interest to the redemption date, The Certificates are ~ubj~ct to mandatory redemption in whole, after. termination of the Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as defim:d in the Installment Sale Agreement). The Trustee shall apply to the payment of the --..... ----'-- r.edemptiDn pri~~ any-arr:.ounts .deposited-fl:cm time to time in the-€ertificate J!ayment :EUIl~~v.1.th .,_~~~ respect to which the. Event of Non-Appropriation or Event of Default occurred. The Trustee may establish"such additional dates for the payment of portions of the redemption price as may be appropriate, taking into consideration the dates when amounts available to pay portions of the redemption price are available. Amounts available to pay the redemption price may be insufficiell1t, and the holders of the Certificates shall have no recourse for any such insufficiencies. Interest (In the Certificates shall cease to accrue on the date of any such redemption. The Certificates are subject to mandatory redemption in whole or in part on any Interest Payment Date from, and to the extent of: amounts deposited in the Redemption Subaccount of the Principal Account of the Certificate Payment Fund. The redemption price for all redemptions shall be equal to the principal amount being redeemed plus accrued interest to any date on which the Certificates are scheduled to be redeemed. Ifthe Certificates are to be redeemed in part following an Event of Default or an Event of Non-Appropriation, such redemption shall be proportionate among all Certificates and each of the Certificates shall be redeemed by its proportionate share. For each Certificate, Itproportionate" means an amount determined by multiplying the aggregate principal to be redeemed on all the Certificates times a fraction the numerator of which is the outstanding principal amount of such Certificat e and the denominator of which is the outstanding principal amount of all Certificates. If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase Option o:r a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be 4 . . redeemed among all owners in integral multiples of$5,000 in the manner set forth in the Trust Indentum. III the event the Certificates or portions thereof are called for redemption as aforesaid, notice thereof identifying the Certificates or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days arid not more than sixty days prior to the date fixed for redemption to the registered owner of each Certificate at his address as the same shall last appear upon the registration books. Failure to give such notice by mailing to any Certificateholder or any defect therein, shall not affect the validity of the redemption of any other Certificates. Upon the giving of notice, if sufficient funds available solely for redemption are on deposit with the Trustee, the Certificates or portions thereof so called for redemption cease to bear interest on and after the specified redemption date. GENERAL PROVISIONS The term "Business Day" shall mean any day excluding Saturday, Sunday and any day on which banks in Augusta, Georgia or in such other city in which the principal corporate trust office -- .: ~ --~ ct:th.e Trusteei&-b~tedar~ authorized-by law or'6ther-govemmental-action-to-close._____ ----_. Interest hereon shall be computed on the basis ofa 360-day year of twelve thirty~day-' months. Subject to the provisions of the legend set forth at the top of this Certificate and the provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the Trustee, and upon payment of the charges and subject to the conditions provided in the Trust Indenture. Upon such transfer a new Certificate or Certificates for the same aggregate principal amount. of Certificates will be issued to the designated transferee or transferees. The Trustee may deem and treat the registered owner hereof as the absolute owner hereof (wheth1er or not this Certificate shall be overdue) for the purpose of receiving payment of: or on account of: principal hereof and interest due hereon and for all other purposes, and the Trustee shall not be affected by any notice to the contrary. The Trustee will not be required to (i) transfer or exchange this Certificate during the period of fifteen days next preceding any day upon which notice of redemption of such Certificate is to b(: made or (Ii) transfer or exchange any such Certificate after the giving of notice calling such Certificate for redemption. To the extent permitted by, and as provided in, the Trust Indenture, modifications or amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain circumstances by the Trustee and RCPF without the consent of Certificate holder and in other 5 . . instances upon the consent in writing of the owners of not less than fifty-one percent in aggregate principaJl amount of the Certificates then outstanding. IN WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC. has caused this Certificate to be executed in its name and on its behalfby the manual or facsimile signatur'~ of an authorized officer of the Trustee and the corporate seal of the Trustee to be (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 6 '. . . hereunto affixed by facsimile or actual impression and attested to by the manual or facsimile signature' ofan authorized officer of the Trustee, all as of the year and day first above written. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF P ARTICIP ATION (AUGUST A GOLF COURSE PROmCT), SERIES 1998 TRUST By: REGIONS BANK, as Trustee By: L~~&~ Its A orized Officer AttestC7~~~ ~~~4L=--' Its Authorized Officer [BA.J.'OC SEAL] CERTIFICATE OF AUTHENTICATION " This Certificate is one of the Certificates described in the within-mentioned Trust Indenture:. Date of j~thentication: July 2 ,1998 Regions Bank, AS TRUSTEE ~~ By: -zIZ=:. A . 19natory FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [please insert name and Social Security or other identifying number of assignee] the within Certificate and all rights thereunder, and hereby irrevocablly constitutes and appoints attorney, to transfer the within Certificate on the books kept for registration thereof:""with full power of substitution in the premises. The undersigned certifies that it has complied with the restrictions set forth in the investment letter executed by the undersigned at the time of its purchase of this Certificate and the legend set forth at the beginning of this Certificate, and that the transferee has delivered to the 7 " . . Trustee an investment letter in substantially the same form as executed by the undersigned at the time of its purchase of the Certificate. 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. Signature Guaranteed By: 8 . e COpy LEGEND: TIllS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D PROMlILGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER TIlE SECURJITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER OFFERlNG DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION WITH lHE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOT BE TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2(d)(1)(i), THE EXEMPTION FROM THE CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2(b)(5) OR ANY SIMILAR RULES OR STATUrES IN EFFECT AT TIlE TIME OF SUCH TRANSFER. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATE OF PARTICIPATION '. ,(AUGUSTAGOLECOURSEPROJECT), SERIES 1998 Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the - ~. ,.......-. "Lqst2!!ment 8~e-.~.ment") Between A.~g'.!sta.,-.c~.(;)rgia-aud Richmt,''}1d.Gounty-Public-n-'-'''_ ""'"~ ~ - ....i.'-=. Facilitien, Inc. MaturitJ~ Dated Date Number June 30, 2013 July 2, 1998 R-5 Registered Owner: SunTrust Bank, Augusta, N.A Initial PJincipal Amount: $340,000.00 Initial Interest Rate: 5.18% TIllS CERTIFIES THAT the principal amount of this Certificate less principal redemptions thereof will be paid in lawful money of the United States of America to the registered owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this Richmond County Public Facilities, Inc. Certificate of Participation (Augusta Golf Course Project}, Series 1998 (this "Certificate") on the Maturity Date shown above or on such earlier date or elates as herein described, with interest on said sum from the Interest Payment Date next preceding the date of authentication hereof (unless the authentication date is an Interest Payment Date or prior to the first Interest Payment Date, in which case it shall bear interest from such authentil:ation date) at the Initial Interest Rate set forth above as the same may be adjusted as hereinafter provided payable on the Interest Payment Dates, subject to the provisions hereof respecting redemption before maturity. 1 . . This Certificate is one of the duly authorized Certificates issued in the aggregate principal amount of$1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trustll) established under, and subject to the terms, provisions and conditions of: a Trust Indenture, dated as of Jun.e 1, 1998 (the "Trust Indenturell), between the Richmond County Public Facilities, Inc., (the "RCPF") and Regions Bank, as trustee (the "Trusteell), to which Trust Indenture the owner of this Certificate by virtue of the acceptance hereof assents and by which each such owner is bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in writing to the Trustee at its principal corporate trust office in Birmingham, Alabama. This Certificate represents a fractional undivided interest in a Public Purpose Installment Sale Agreemmt (the "Installment Sale Agreement") between RCPF and Augusta, Georgia ("Augusta") dated as of June 1, 1998,and the Installment Payments (as defined in the Installment .: Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption premium (u any) and a portion of which constitutes interest. The fractional interest represented bytlrisCertificate is<determined by dividing the. outstanding principal amount hereunGer h-y",the Or ....... ~ <>" '- . 'outstanding principal amount of all Certificates under the Trust Indenture. The Installment Sale' " Agreemc;:nt is to be administered pursuant to the Trust Indenture. The Installment Payments -.,..--- - -~"an-clc;'~h;::I,'1Stcill.--r.:mt Sale Agreemcli.twill constitut~ currem!y,m:dgeted~~en&~3S of-AP~star~~ ---"=-..:.-..- - ',,-. . Augusta's obligations-to make'-payments'under the Installment Sale Agreement shalLbe-fr.om year--" .. to year only and shall not constitute a mandatory payment' obligation of Augusta in any calendar.. year beyond the then current ca:lendar year. The Installment Sale Agreement does not create a general obligation of Augusta within the meaning of any constitutional debt limitation and does not directly or indirectly obligate Augusta to make any payments beyond those appropriated in the sole discretion of Augusta for any ca:len~ar year in which the Installment Sale Agreement shall be in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year, and the taxing power of Augusta is not pledged directly or indirectly or contingently to secure the Installmc;:nt Payments. lbe Certificates are issuable in the amount of $5,000 or any integral multiple thereof: in fully registered form dated the Dated Date set forth above. Certificates may be transferred and exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the limitations and conditions provided in the Trust Indenture. lhe final principal installment of this Certificate is payable, at the Maturity Date shown above, upon the presentation and surrender thereof: at the corporate trust office of the Trustee and payment of the interest with respect to this Certificate and the semi-annual principal installments shall be made by the Trustee on each Interest Payment Date to the person appearing as the registered owner thereof as of the close of business on the Record Date by check mailed to such regi stered owner at its address as it appears on the registration books maintained by the Trustee or at such other address as is furnished in writing to the Trustee, as registrar. The Record Date shaU be the fifteenth day of the month preceding each Interest Payment Date. 2 . . Interest is payable in arrears on June 30 and December 31 of each year, commencing December 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business Day, on the next succeeding Business Day (each such day being an "Interest Payment Date"). This Certificate shall bear interest at the Initial Interest Rate per annum shown above through Decembe:r 31, 2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed 15% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95%'ofthe United States Treasury Bond rate for five (5) year maturities which shall be determined and set for each Adjusted Rate Period on October 1 immediately preceding the beginning of such Adjusted Rate Period. Adjusted Rate Period means the time period from January 1, 2004 through Decemb(:r 31,2008 and from January 1, 2009 and thereafter. Interest and the semi-annual principal installments due to any holder of Certificates in an aggregate principal amount of $1,000,000 or more will be paid, upon the request of any such holder d.~livered to the Trustee at least five Business Days prior to the due date of such payments, ," '"""'" by wire transfer to an account designated by such holder: _ .. c ... __ ..,.. .~. Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all - ~'-~ . supplements theI'~to for aclescription of~.natufe,and.extent.o.t-!he-T-ru$Estat~tbe-rights,.-~- - - duties and obligations-ofRCPF,.the Trustee and Augusta, the rights ofthe.holders.ofthe-- - -~ _. - Certificates, the issuance of the Certificates, and the terms on which- the Certificates -are or may be issued and secured, and to all the provisions of which the holder hereof by the acceptance of this Certificate assents. Any term used in this Certificate as a defined term but not defined in this Certificate shall have the meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement. Referenl~ herein to the Certificate Payment Fund and the accounts therein shall be to the Certificate Payment Fund and the accounts therein established under the Trust Indenture. No recourse shall be had for the payment of the principal of, or interest on this Certificate or for any claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Tmst Indenture, against any past, present or future member, commissioner, mayor, officer, director" trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through the Tru~:tee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or employ(:e of any successor of the Trustee, RCPF or Augusta, either personally or in such capacity under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, commissioner, mayor" officer, director, trustee, agent or employee, as such, is hereby expressly waived and releasedi as a condition of any consideration for the execution of the Trust Indenture and the issuanCt~ of this Certificate. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under applicable law and under the Trust Indenture precedent to and in the issuance of 3 . . this Certificate, exist, have happened and have been performed, and that the issuance, authentieation and delivery of this Certificate have been duly authorized. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the certificate of authentication here~>n shall have b~:n duly executed by the Trustee. The Certificates are subject to extraordinary optional redemption in whole or in part upon the occurrence of certain events described in Section 5.3 of the Installment Sale Agreement ("Extraordinary Purchase Option") and are. otherwise subject to optional redemption ("Voluntary Purch3.Sl~ Option") as a result of the exercise of certain purchase options of Augusta set forth in - Section 4.5(c) of the Installment Sale Agreement from prepayments made by Augusta of Basic Paymenlts (as defined in the Installment Sale Agreement) and other amounts, on any Interest Payment Date, at the principal amount thereof plus accrued interest to the redemption date, The Certificates are subject to mandatory redemption in whole, after termination of the "- _. Installment Sale Agreement as a result of an Event ofNorr-Appropriation or an Event of Default (as defined in the Installment Sale Agreement). The Trustee shall apply to the payment of the ~- redemp1ionprice any amounts deposit~-fi:om-*.Jme-.tg..t~ID-tR~Gerti.ficate-Payme.nt-Fimd with- .t,.-";J. --_- - "-respect to which the Event of Non-Appropriation or Event of Default occurred.-1'he Trustee.may_. establish such additional dates for the payment of portions of the redemption price as may be appropriate, taking into consideration the dates when amounts available to pay portions of the redempt:ion price are available. Amounts available to pay the redemption price may be insufficient, and the holders of the Certificates shall have no recourse for any such insufficiencies. Interest on the Certificates shall cease to accrue on the date of any such redemption. The Certificates are subject to mandatory redemption in whole or in part on any Interest Payment Date from, and to the extent of, amounts deposited in the Redemption Subaccount of the Princip~J Account of the Certificate Payment Fund. The redemption price for all redemptions shall be equal to the principal amount being redeeffit~ plus accrued interest to any date on which the Certificates are scheduled to be redeeffit~. lfthe Certificates are to be redeemed in part following an Event of Default or an Event of Non-Appropriation, such redemption shall be proportionate among all Certificates and each of the Certificates shall be redeemed by its proportionate share. For each Certificate, "proportionate" means ~U1 amount determined by multiplying the aggregate principal to be redeemed on all the Certificates times a fraction the numerator of which is the outstanding principal amount of such Certificate and the denominator of which is the outstanding principal amount of all Certificates. If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase Option or a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be 4 . . redeemed among all owners in integral multiples of $5,000 in the manner set forth in the Trust Indenture. ln the event the Certificates or portions thereof are called for redemption as aforesaid, notice thereof identifying the Certificates or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days and not more than sixty days prior to the date fixed for redemption to the registered owner of each Certificute at his address as the same shall last appear upon the registration books. Failure to give such nOltice by mailing to any Certificateholder or any defect therein, shall not affect the validity of the redemption of any other Certificates. Upon the giving of notice, if sufficient funds available solely for redemption are on deposit with the Trustee, the Certificates or portions thereof so called fhr redemption cease to bear interest on and after the specified redemption date.- GENERAL PROVISIONS The term "Business Day" shall mean any day excluding Saturday, Sunday and any day..on which banks in Augusta, Georgia or in such other city in which the principal corporate trust office -.nf the- Tmstee .is..!aeated'are author..zed-ty-!-a-\v",s%ketkeF-govem:mental acticm:-to-close. '_~ --~.__ Interest hereOn shall be computed on the basis of a 360-day year of twelve thirty-day months. Subject to the provisions of the legend set forth at the top of this Certificate and the provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the Trustee, and upon payment of the charges and subject to the conditions provided in the Trust Indenture. Upon such transfer a new Certificate or Certificates for the same aggregate principal amount of Certificates will be issued to the designated transferee or transferees. The Trustee 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 due hereon and for all other purposes, and the Trustee shall n:>t be affected by any notice to the contrary. The Trustee will not be required to (i) transfer or exchange this Certificate during the period of fifteen days next preceding any day upon which notice of redemption of such Certificate is to be made or (ii) transfer or exchange any such Certificate after the giving of notice calling such Certificate for redemption. To the extent permitted by, and as provided in, the Trust Indenture, modifications or amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain circumstances by the Trustee and RCPF without the consent of Certificate holder and in other 5 . . instances upon the consent in writing of the owners of not less than fifty-one percent in aggregate principal amount of the Certificates then outstanding. ][N WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC. has cau~:ed this Certificate to be executed in its name and on its behalfby the manual or facsimile signature of an authorized officer of the Trustee and the corporate seal of the Trustee to be (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.) 6 >, . . hereunto affixed by facsimile or actual impression and attested to by the manual or facsimile signatun: of an authorized officer of the Trustee, all as of the year and day first above written. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF PARTICIPATION (AUGUSTA GOLF COURSE PROJECT), SERIES 1998 TRUST By: REGIONS BANK, as Trustee By: I~~JL.-,,-z- Attest:G~~.~~ ~ ~~-ci--J Its Authorized Officer [BANK SEAL] CERTIFICATE OF AUTHENTICATION This Certificate is one of the Certificates described in the within-mentioned Trust Indenture. Date of Authentication: July 2. 1998 Regions Bank, AS TRUSTEE By:d~~" · J orized Signatory FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [please insert name and Social Security or other idl:mtifying number of assignee] the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within Certificate on the books kept for registration thereot:>with full power of substitution in the premises. The undersigned certifies that it has complied with the restrictions set forth in the investment letter executed by the undersigned at the time of its purchase of this Certificate and the legend !:et forth at the beginning of this Certificate, and that the transferee has delivered to the 7 . . Trustee an inv~ent letter in substantially the same form as executed by the undersigned at the time of its purchase of the Certificate. 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. Signature: Guaranteed By: 8 . . COpy LEGEND: THIS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFlNED BY REGULATION D PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER TIfE SECURlITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER OFFERlNG DOClThffiNT HAS BEEN PREPARED OR EXECUTED IN CONNECTION Willi THE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOT BE TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2( d)(l)(i), THE EXEMPTION FROM THE CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2(b)(5) OR ANY SlMILAR RULES OR STATUTES IN EFFECT AT THE TIME OF SUCH TRANSFER. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATE OF P ARTICIP ATION ~ - (AUGUSTA GOLF COURSE PROJECT), SERlES_1.998 Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the - -.~ &..e.. "Inst211me~t- Sale A.~ement") Between Augusta,georgia~d-RichmOEdCmmty-PlJblic...- Facilities, Inc. . --- . r ~ --,.-~ ....- Maturit~ Dated Date Number June 30, 2013 July 2, 1998 R-2 Registered Owner: Regions Bank Initial Principal Amount: $345,000.00 Initial Interest Rate: 5.18% THIS CERTIFIES THAT the principal amount of this Certificate less principal redemptions thereof will be paid in lawful money of the United States of America to the registered owner :;hown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this Richmond County Public Facilities, Inc. Certificate of Participation (Augusta Golf Course Project), Series 1998 (this "Certificate") on the Maturity Date shown above or on such earlier date or dates as herein described, with interest on said sum from the Interest Payment Date next preceding the date of authentication hereof(unless the authentication date is an Interest Payment Date or prior to the first Interest Payment Date, in which case it shall bear interest from such authent:ication date) at the Initial Interest Rate set forth above as the same may be adjusted as hereinafter provided payable on the Interest Payment Dates, subject to the provisions hereof respecting redemption before maturity. 1 . . This Certificate is one of the duly authorized Certificates issued in the aggregate principal amount of$1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust") established under, and subject to the terms, provisions and conditions of: a Trust Indenture, dated as of June 1, 1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc., ' (the "RCPF") and Regions Bank, as trustee (the "Trustee"), to which Trust Indenture the'owner of this Certificate by virtue of the acceptance hereof assents and by which each such owner is bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in writing to the Trustee at its principal corporate trust office in Birmingham, Alabama. This Certificate represents a fractional undivided interest in a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement") between RCPF and Augusta, Georgia - ("'Augu~") dated as of June 1, 1998, and the Installment Payments (as defined in the Installment-"7-4 -:.. Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption premium (If any) and a portion of which constitutes interest. The fractional interest represented &.:" .... - ..by this Certificate is determined by-dividing the outstanding prinsipC!! amount he[eunder~ the..:. -.,...:- - -,- outstanding principal amount of all Certificates under the Trust Indenture. The Inst-al1ment~Sale - 'n Agreement is to be administered pursuant to the Trust Indenture. The Installment :Rayments_ -~. - .. - '~er~ the Installment Sale' Agreement w'Jl ronstit1.ue..r~rrentl~dgew4/~'.xpend~~ lfP$_..of All8J1,st~ . "'- - _.~ - ""Acrgusta's.obligations-to make payments under the Installment Sale Agreement shall be-from year~ ----- to year only and shall not constitute a mandatory payment obligation-of Augusta in.any ca:Iendar year beyond the then current calendar year. The Installment Sale Agreement does not create a general obligation of Augusta within the meaning of any constitutional debt limitation and does not dirc~ly or indirectly obligate Augusta to make any payments beyond those appropriated in the sole dh:cretion of Augusta for any calendar year in which the Installment Sale Agreement shall be in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year, and the: taxing power of Augusta is not pledged directly or indirectly or contingently to secure the Installm.ent Payments. The Certificates are issuable in the amount of $5,000 or any integral multiple thereof: in fully re:gistered form dated the Dated Date set forth above. Certificates may be transferred and exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the limitations and conditions provided in the Trust Indenture. The final principal installment of this Certificate is payable, at the Maturity Date shown above, upon the presentation and surrender thereof: at the corporate trust office of the Trustee and payment of the interest with respect to this Certificate and the semi-annual principal instalhnents shall be made by the Trustee on each Interest Payment Date to the person appearing as the registered owner thereof as of the close of business on the Record Date by check mailed to such registered owner at its address as it appears on the registration books maintained by the Trustee or at such other address as is furnished in writing to the Trustee, as registrar. The Record Date shall be the fifteenth day of the month preceding each Interest Payment Date. 2 . . lnterest is payable in arrears on June 30 and December 31 of each year, commencing December 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business Day, on the next succeeding Business Day (each such day being an "Interest Payment Date"). This Celtificate shall bear interest at the Initial Interest Rate per annum shown above through December 31,2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed il5% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the United States Treasury Bond rate for five (5) year maturities which shall be determined and set for each Adjusted Rate Period on October 1 immediately preceding the beginning of such Adjusted Rate Period. Adjusted Rate Period means the time period from January 1, 2004 through December 31, 2008 and from January 1, 2009 and thereafter. ....- - <> ~- Interest and- the semi-annual principal installments due to any holder of Certificates~in' an - . aggregate principal amount of S 1,000,000 or more will be paid, upon the request of any such holder delivered to the Trustee at least five Business Days prior to the due date of such payments, by wire transfer to an account designated-by such holder. _ _ _ _ _ _ __ _ _'_ - _ .;:~.--'-... Reference is made to the Trust Indenture, the Installment .sale Agreement, and to all ::;upplements th0r~ro-for a description ofthe..JJ.ature ami p,tienLof.the T~sLEslatp.rtbe rights,....~ - duties clltld-chligations-ofRCPF, the Trustee and Augusta, the rights of the holders.ofthe-=--. -.. Certificates, the issuance of the Certificates, and the terms-on which.the Certificates are or may be issued and secured, and to all the provisions of which the holder hereof by the acceptance of this Certificate assents. Any term used in this Certificate as a defined term but not defined in this Certificate shall have th(: meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement. References herein to the Certificate Payment Fund and the accounts therein shall be to the Certificate Payment Fund and the accounts therein established under the Trust Indenture. No recourse shall be had for the payment of the principal of: or interest on this Certificate or for allY claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer, director. trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through the Tru:itee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or employee of any successor of the Trustee, RCPF or Augusta, either personally or in such capacity under any rule oflaw or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, commissioner, mayor" officer, director, trustee, agent or employee, as such, is hereby expressly waived and released as a condition of any consideration for the execution of the Trust Indenture and the issuancc~ of this Certificate. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under applicable law and under the Trust Indenture precedent to and in the issuance of 3 . . this Cettificate, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Certificate have been duly authorized. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the certificate of authentication hereon shall have been duly executed by the Trustee. . The Certificates are subject to extraordinary optional redemption in whole or in part upon the OCClJrrence of certain events described in Section 5.3 of the Installment Sale Agreement ("Extraordinary Purchase Option") and are otherwise subject to optional redemption (II Voluntary Purcha!:e Option") as a result of the exercise of certain purchase options of Augusta- set forth in-- - Section 4.5(c) of the Installment Sale Agreement from prepayments'made by Augusta of Basic Payments (as defined in the Installment Sale Agreement) and other amounts, on any Interest Payment Date, at the principal amount thereof plus accrued interest to the redemption date, The Certificates are subject tomandat~ r.edemptionJn whole,. after termination of-the - Installment Sale Agreement as a result of an Event- of Non-Appropriation or an Event of Default, (as defined in the Instalhnent Sale Agreement). - The Trustee shall apply to the payment of the ---.q _redemption - price aIijU...tTIounts-.rleposited..fro.ro...tim.e. t9.1.ime..in 'the-€\;rtificat~P~}11lent Ftmd'fWith. - -- _ _~"'" . _ respect to which the Event ofNon:-Appropriation or Event of Default occurred. The Trustee may establish such-additional dates for the payment of portions of the redemption price as may be appropJiate, taking into consideration the dates when amounts available to pay portions of the redemption price are available. Amounts available to pay the redemption price may be insuffic:lent, and the holders of the Certificates shall have no recourse for any such insufficiencies. Interest on the Certificates shall cease to accrue on the date of any such redemption. The Certificates are subject to mandatory redemption in whole or in part on any Interest Payment Date from, and to the extent of: amounts deposited in the Redemption Subaccount of the Principal Account of the Certificate Payment Fund. The redemption price for all redemptions shall be equal to the principal amount being redeemed plus accrued interest to any date on which the Certificates are scheduled to be redeemed. If the Certificates are to be redeemed in part following an Event of Default or an Event of Non-Appropriation, such redemption shall be proportionate among all Certificates and each of the Certificates shall be redeemed by its proportionate share. For each Certificate, IIproportionate" means ~m amount determined by multiplying the aggregate principal to be redeemed on all the Certificates times a fraction the numerator of which is the outstanding principal amount of such Certificate and the denominator of which is the outstanding principal amount of all Certificates. If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase Option or a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be 4 . . redeemed among all owners in integral multiples of$5,000 in the manner set forth in the Trust Indenture. In the event the Certificates or portions thereof are called for redemption as aforesaid, notice thereofidentifying the Certificates or portions thereof to be redeemed will be given by the Trustee: by mailing a copy of the redemption notice by first-class mail at least thirty days and not more than sixty days prior to the date fixed for redemption to the registered owner of each Certificate at his address as the same shall last appear upon the registration books. Failure to give such notice by mailing to any Certificateholder or any defect therein, shall not affect the validity of the redl~mption of any other Certificates. Upon the giving of notice, if sufficient funds available solely f.or redemption are on deposit with the Trustee, the Certificates or portions thereof so - called tor redemption cease to bear interesfon.a.ml after-the specified redemption date. GENERAL PROVISIONS , -, .... The term "Business Day" shall mean any day excluding Saturday, Sunday and any day on which banks in Augusta, Georgia or in such other city in which the principal corporate trust office of the Trustee is lo.~ted are authorized hy law .or.-oth~govelllInOOtal-action-to-close~ -... =....:.. ~. . Interest hereon shall be computed on the basis of a 360-day year of twelve thirty-day - months. Subject to the provisions of the legend set forth at the top of this Certificate and the provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the TrustC(:, and upon payment of the charges and subject to the conditions provided in the Trust Indentulre. Upon such transfer a new Certificate or Certificates for the same aggregate principal amount of Certificates will be issued to the designated transferee or transferees. The Trustee may deem and treat the registered owner hereof as the absolute owner hereof (wheth~r or not this Certificate shall be overdue) for the purpose of receiving payment of: or on account of: principal hereof and interest due hereon and for all other purposes, and the Trustee shall not be affected by any notice to the contrary. The Trustee will not be required to (i) transfer or exchange this Certificate during the period lof fifteen days next preceding any day upon which notice of redemption of such Certificate is to be made or (ii) transfer or exchange any such Certificate after the giving of notice calling such a~rtificate for redemption. To the extent permitted by, and as provided in, the Trust Indenture, modifications or amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain circum:rtances by the Trustee and RCPF without the consent of Certificate holder and in other 5 . . instances upon the consent in writing of the owners of not less than fifty-one percent in aggregate principal amount of the Certificates then outstanding. . 1[N WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC. has cam:ed this Certificate to be executed in its name and on its behalfby the manual or facsimile signature of an authorized officer of the Trustee and the corporate seal of the Trustee to be (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 6 . . hereunto affixed by facsimile or actual impression and attested to by the manual or facsimile signatur1e of an authorized officer of the Trustee. all as of the year and day first above written. RICHMOND COUNTY PUBLIC FACILITIES. INC. CERTIFICATES OF PARTICIPATION (AUGUST A GOLF COURSE PROJECT), SERIES 1998 TRUST By: REGIONS BANK, as Trustee By: ~. ,~ Its Au orized Officer Attest~-,f~e.;-<,--/ ~ ~~.-J Its Authorized Officer [BANK SEAL] CERTIFICATE OF AUTHENTICATION This Certificate is one of the Certificates described in the within-mentioned Trust Indenture. Date of Authentication: July 2. 1998 Regions Bank, AS TRUSTEE BY:~~.~ orized SIgnatOry FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers ooto [please insert name and Social Security or other identifying number of assignee] the within Certificate and all rights thereunder. and hereby irrevoc:ably constitutes and appoints attorney, to transfer the within Certificate on the books kept for registration thereof:" with full power of substitution in the premises. The undersigned certifies that it has complied with the restrictions set forth in the investment letter executed by the undersigned at the time of its purchase of this Certificate and the legend set forth at the beginning of this Certificate, and that the transferee has delivered to the 7 . . Trustee ~1Il investment letter in substantially the same form as executed by the undersigned at the time of its purchase of the Certificate. 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. Signature: Guaranteed By: 8 . e COPY LEGEND: TIllS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER TIlE SECURITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER OFFERING DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION - WITH 'TIlE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOT BE TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2(d)(1)(i), THE EXEMPTION FROM THE CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND EXCRWGE COMMISSION RULE l5c2-l2(b)(5) OR ANY SIMILAR RULES OR STATUTES IN EFFECT AT THE TIME OF SUCH TRANSFER. r"'",-~--, RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATE OF P ARTICIP ATION (AUGUST A GOLF COURSE PROJECT).,. SERIES 19.98 0 = .-..- - 1": ,- ..'~ . ':" Eviden:ing a Proportionate, Undivided Interest in an Installnient Sale Agreement (the - - - -==, ~._~-. 1I~sta1lment Sale Agreementll) BetweeaAugnstas-J3eorgia..anrl-BklLrnond ('~,lOtyPllhlic Facilities, Inc. Maturily Date Dated Date Number June 30, 2013 July 2, 1998 R-l Registc::red Owner: NationsBank, N.A Initial Principal Amount: $340,000.00 Initial Interest Rate: 5.18% TIllS CERTIFIES THAT the principal amount of this Certificate less principal redemptions thereof will be paid in lawful money of the United States of America to the registered owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this Richmond County-Public Facilities, Inc. Certificate of Participation (Augusta Golf Course Project), Series 1998 (this IICertificatell) on the Maturity Date shown above or on such earlier date or dates as herein described, with interest on said sum from the Interest Payment Date next . preceding the date of authentication hereof (unless the authentication date is an Interest Payment Date o:r prior to the first Interest Payment Date, in which case it shall bear interest from such authentication date) at the Initial Interest Rate set forth above as the same may be adjusted as hereinafter provided payable on the Interest Payment Dates, subject to the provisions hereof respec1mg redemption before maturity. 1 ..,. J- . e ----- This Certificate is one of the duly authorized Certificates issued in the aggregate principal amount of$1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project). Series 1998 Trust (the "Trust") established under, and subject to the terms, provisions and conditions of: a Trust Indenture, dated as of June 1, 1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc., (the "RCPF") and Regions Bank, as trustee (the "Trustee"), to which Trust Indenture the 'owner of this Certificate by virtue of the acceptance hereof assents and by which each such owner is bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in writing to the Trustee at its principal corporate trust office in Birmingham, Alabama. This Certificate represents a fractional undivided interest in a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement") between RCPF and Augusta, Georgia (" Augu.sta") dated as of June 1, 1998, and the InStallment Payments (as defined in the Installment Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption premium (if any) and a portion of which constitutes interest. The fractional interest represented --by this Certificate is detennined by dividing-the 0u~dmg principal amounthereunderlw the----- - -. outstanding principal amount of all Certificates under the Trust Indenture. The Installment Sale - Agreement is to be administered pursuant to the Trust Indenture. The Installment Payments l1l1der the Installiumt Sale-Agreem~nt will-emwtit'....~~waPk!y..i.udgetedexpenditures-of Augusta,..-. - ----~ -Augusta's obligations to make payments-under the In'stallinent Sale-Agreement-shall beiTom year- to year only and shall not constitute a mandatory payment obligation of Augusta in any calendar year beyond the then current calendar year. The Installment Sale Agreement does not create a general obligation of Augusta within the meaning of any constitutional debt limitation and does not dirt::ctly or indirectly obligate Augusta to make any payments beyond those appropriated in the sole discretion of Augusta for any calendar year in which the Installment Sale Agreement shall be in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year, and the taxing power of Augusta is not pledged directly or indirectly or contingently to secure the Installment Payments. The Certificates are issuable in the amount of $5,000 or any integral multiple thereof: in fully registered form dated the Dated Date set forth above. Certificates may be transferred and exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the limitations and conditions provided in the Trust Indenture. The final principal installment of this Certificate is payable, at the Maturity Date shown above, upon the presentation and surrender thereof: at the corporate trust office of the Trustee and payment of the interest with respect to this Certificate and the semi-annual principal installments shall be made by the Trustee on each Interest Payment Date to the person appearing as the registered owner thereof as of the close of business on the Record Date by check mailed to such registered owner at its address as it appears on the registration books maintained by the Trustee:: or at such other address as is furnished in writing to the Trustee, as registrar. The Record Date shall be the fifteenth day of the month preceding each Interest Payment Date. 2 . . Interest is payable in arrears on June 30 and December 31 of each year, commencing Decemb er 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business Day, on the next succeeding Business Day (each such day being an "Interest Payment Date"). This Celtificate shall bear interest at the Initial Interest Rate per annum shown above through December 31, 2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed 15% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95%'ofthe United States Treasury Bond rate for five (5) year maturities which shall be determined and set for each Adjusted Rate Period on October 1 immediately preceding the beginning of such Adjusted Rate Period. Adjusted Rate Period means the time period from January 1, 2004 through December 31,2008 and from January 1,2009 and thereafter. Interest and the semi-annual principal instalL-nents due to any holder of Certificates in an aggregate principal amount of$l,OOO,OOO or more will be paid, upon the request of any such holder delivered to the Trustee at least five Business Days prior to the due date of such payments, by w.re transfer to a.q account designate0,!)y su.ch.holder.' ..... . _.... .' " -' Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all - ~ supplements there~.rlescription,of~~ extent:'~fthe Trost-Estate, the.rights,- -- duties and obligations ofRCPF, the Trustee and kugusta,-the rights-of the holders .ofthe Certifica.tes, the issuance of the. Certificates, and the terms on which the Certificates are or may be issued and secured, and to all the provisions of which the holder hereofby the acceptance of this Certificalte assents. Any term used in this Certificate as a defined term but not defined in this Certificate shall have the meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement. Referenc;es herein to the Certificate Payment Fund and the accounts therein shall be to the Certificalte Payment Fund and the accounts therein established under the Trust Indenture. No recourse shall be had for the payment of the principal of: or interest on this Certificate or for allY claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer, director,. trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through the Trustee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or employee of any successor of the Trustee, RCPF or Augusta, either personally or in such capacity under any rule oflaw or equity, statute or constitution or by the enforcement of any assessm~nt or penalty or otherwise, and all such liability of any such member, commissioner, mayor" officer, director, trustee, agent or employee, as such, is hereby expressly waived and released as a condition of any consideration for the execution of the Trust Indenture and the issuance: of this Certificate. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under applicable law and under the Trust Indenture precedent to and in the issuance of 3 . . this Certificate, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Certificate have been duly authorized. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture -until the certificate of authentication hereon shall have bCf~n duly executed by the Trustee. . The Certificates are subject to extraordinary optional redemption in whole or in part upon the occurrence of certain events described in Section 5.3 of the Installment Sale Agreement ("Extraordinary Purchase Optiontl) and are otherwise subject to optional redemption ("Voluntary Purchase Optiontl) as a result of the exercise of certain purchase options of Augusta set forth in - Section 4.5(c) ofthelnstallment Sale Agreement-from prepayments made by Augusta of Basic " Payments (as defined in the Installment Sale Agreement) and other amounts, on any Interest Payment Date, at the principal amount thereof plus accrued interest to the redemption date, < "',- TheCertificates are subject to mandatory.redemption in whole; after termination of_the - ___ . _ - Installment Sale- Agreement-as a result of an Event of Non-Appropriation or an'Event of-Default- (-as defined in the Installment Sale Agreement). The Trustee shall apply to the payment of the- . -- -- - _. - -G:..~emption:- pric~3Jlramounts deposited from time.OO-time-iMOO€ertifi~P~~Fun~ - -- respect to' which the Event of Non-Appropriation or Event of Default occurred. The.Trustee may. _., establish. such additional dates for the payment of portions of the redemption-price as mayJ>e . appropdate, taking into consideration the dates when amounts available to pay portions of the redemption price are available. Amounts available to pay the redemption price may be insufficient, and the holders of the Certificates shall have no recourse for any such insufficiencies. Interest on the Certificates shall cease to accrue on the date of any such redemption. The Certificates are subject to mandatory redemption in whole or in part on any Interest Payment Date from, and to the extent of: amounts deposited in the Redemption Subaccount of the Princip.al Account of the Certificate Payment Fund. The redemption price for all redemptions shall be equal to the principal amount being redeemed plus accrued interest to any date on which the Certificates are scheduled to be redeemed. If the Certificates are to be redeemed in part following an Event of Default or an Event of Non-Appropriation, such redemption shall be proportionate among all Certificates and each of the Certifi<:ates shall be redeemed by its proportionate share. For each Certificate, "proportionate" means an amount determined by multiplying the aggregate principal to be redeemed on all the Certifil:ates times a fraction the numerator of which is the outstanding principal amount of such Certifi(~te and the denominator of which is the outstanding principal amount ofall Certificates. If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase Option or a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be 4 . . redeemed among all owners in integral multiples of$5,000 in the manner set forth in the Trust Indentulre. In the event the Certificates or portions thereof are called for redemption as aforesaid, notice thereof identifying the Certificates or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days and not more than sixty days prior to the date fixed for redemption to the registered owner of each Certificate at his address as the same shall last appear upon the registration books. Failure to give such notice by mailing to any Certificateholder or any defect therein, shall not affect the validity of the redc:mption of any other Certificates. Upon the giving of notice, if sufficient funds available solely fi)r redemption are on deposit with the Trustee, the Certificates or portions thereof so - called-f,)r redemption cease to bear interest on and after the specified redemption date.- GENERAL PROVISIONS The term "Business Day" shall mean any day excluding Saturday, Sunday and any day on' Pc which hanks in Augusta, Georgia or in such other city in which the-principal corporate trust office ~~ O'r --' clthe Trustee-is located- ar-e authorized.hylaw Q.t-Other gov.e.romerlt:t> t,?~2tion to...dose- .~, Interest hereon shall be computed on the basis ofa 360-day year of twelve thirty-day month~:. Subject to the provisions of the legend set forth at the top of this Certificate and the provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the Truste'e, and upon payment of the charges and subject to the conditions provided in the Trust Indenture. Upon such transfer a new Certificate or Certificates for the same aggregate principal amount of Certificates will be issued to the designated transferee or transferees. The Trustee 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 accowlt ot: principai hereof and interest due hereon and for all other purposes, and the Trustee shall not be affected by any notice to the contrary. The Trustee will not be required to (i) transfer or exchange this Certificate during the period. of fifteen days next preceding any day upon which notice of redemption of such Certificate is to be made or (Ii) transfer or exchange any such Certificate after the giving of notice calling such Certificate for redemption. To the extent permitted by, and as provided in, the Trust Indenture, modifications or amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain circumstances by the Trustee and RCPF without the consent of Certificate holder and in other 5 . . instanC(:s upon the consent in writing of the owners of not less than fifty-one percent in aggregate principal amount of the Certificates then outstanding. IN WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC. has cau:~ed this Certificate to be executed in its name and on its behalfby the manual or facsimile signature of an authorized officer of the Trustee and the corporate seal of the Trustee to be (REMAINDER OF PAGE INTENTIONALLY LEFf BLANK) 6 . . hereunto affixed by facsimile or actual impression and attested to by the manual or facsimile signature of an authorized officer of the Trustee, all as of the year and day first above written. RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF PARTICIPATION (AUGUST A GOLF COURSE PROJECT), SERIES 1998 TRUST By: REGIONS BANK, as Trustee By: 4Q- 6~~~p Its Authorized Officer AttestC7~o'.;....)~ v/~.=~--L,~ Its Authorized Officer [BANK SEAL] CERTIFICATE OF AUTHENTICATION This Certificate is one of the Certificates described in the within-mentioned Trust Indenh!re. Date of Authentication: July 2. 1998 Regions Bank, AS TRUSTEE B~ ~ &-~ Autho Signatory FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [please insert name and Social Security or other identifying number of assignee] the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within Certificate on the books kept for registration thereot:" with full power of substitution in the premiSl~. The undersigned certifies that it has complied with the restrictions set forth in the investment letter executed by the undersigned at the time of its purchase of this Certificate and the legend set forth at the beginning of this Certificate, and that the transferee has delivered to the 7 . . Trustee an investment letter in substantially the same form as executed by the undersigned at the time of its purchase of the Certificate. 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. Signature Guaranteed By: 8 . . PROJECT FUND REQUISITION Date: July ,~ ~, 1998 Requisition No.: 1 Regions Bank, as Trustee BirmineJtarn, Alabama Re:: Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 To the Addressee: Amount of Disbursement Requested: $68,920.45 $0 Total of Prior Disbursements: 1. All capitalized terms used herein shall have the meanings assigned to them in a Trust Indenture, dated as of June 1, 1998, between Richmond County Public Facilities, Inc. and you, as Trustee. 2. Each obligation for which a disbursement is hereby requested is described in reasonable detail on Schedule A hereto together with the name and address of the person, firm or corporation to whom payment is due. 3. The undersigned hereby certifies that: (a) insofar as such obligation was incurred for work, material, supplies or equipment in connection with the Project, such work was actually performed, or such material, supplies or equipment were actually installed in or about the construction or delivered at the site of the work for that: purpose; (b) each obligation mentioned on Schedule A has been properly incurred, is a proper charge against the Project Fund, has not been paid and the bill, invoice or statement of account for such. obligation, or a copy thereof, is on file with the City; (c) the undersigned has no notice of any vendor's, mechanic's or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interests which should be satisfied or discharged before such payment is made; (d) such requisition contains no item representing payment on account, or any retained perl:entages which the City is, at the date of such certificate, entitled to retain. Given this ;ArJ.. day of July, 1998. TIll ~ eoDIMd u ~~", . SCHEDULE A TO REQUISITION NO. I Issuance <:us.ts.;. Regions Bank - Acceptance Fee Hull, Towill, Norman & Barrett - Fees Title Insurance Premium Out of Pocket Expenses Burnside, Wall, Daniel, Ellison & Revell- Fees TOTAL: Pre-Sale <~ T.o Augusta Georgia - Reimbursement for Amounts Paid to: Atlantic Supply & Equipment R.A. Fields Maintenance Co. James G. Swift & Associates Atlanta Energy Resources TOTAL: P...D..Jt. 157290 157917 157920 61819 . 1,530.00 15,000.00 3,208.75 236.61 14,124.64 34,100.00 2,584.40 2,100.00 26,947.10 3,188.95 34,820.45 . . RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF P ARTICIP ATION (AUGUST A GOLF COURSE PROJECT) SERIES 1998 RECEIPT FOR CERTIFICATE Georgia Bank & Trust Company of Augusta acknowledges receipt of the above-captioned Certificate Number R-3 in the principal amount of$340,000.00. Dated July 2, 1998. GEORGIA BANK & TRUST COMPANY OF AUGUSTA By: . e RICHMOND COUNTY PUBLIC FACILITIES, lNC. CERTIFICATES OF PARTICIPATION (AUGUSTA GOLF COURSE PROJECT) SERIES 1998 RECEIPT FOR CERTIFICATE NationsBank, N.A acknowledges receipt of the above-captioned Certificate Number R-l in the principal amount of $340,000.00. Dated Iuly 2, 1998. NATIONSBANK, N.A BY:~~ Its Authorized Offic r . . RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF PARTICIPATION (AUGUSTA GOLF COURSE PROJECT) SERIES 1998 RECEIPT FOR CERTIFICATE RI;:gions Bank acknowledges receipt of the above-captioned Certificate N~mber R-2 in the principal amount of$345,000.00. Dated July 2, 1998. REGIONS BANK By ~~~.-iF;:' Its Authorized Officer . . RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF P ARTICIP ATION (AUGUST A GOLF COURSE PROJECT) SERIES 1998 RECEIPT FOR CERTIFICATE SunTrust Bank, Augusta, N.A acknowledges receipt of the above-captioned Certificate Number R-5 in the principal amount of $340,000.00. Dated July 2, 1998. SUNTRUST BANK, AUGUSTA, N.A BY~/ I s Authorized ffieer . . RICHMOND COUNTY PUBLIC FACILITIES, INC. CERTIFICATES OF P ARTICIP ATION (AUGUST A GOLF COURSE PROJECT) SERIES 1998 RECEIPT FOR CERTIFICATE SouthTrust Bank, N.A acknowledges receipt of the above-captioned Cert'ifieate Number R-4 in the principal amount of$340,000.00. Dated July 2, 1998. SOUTHTRUST BANK, N.A B~~ . . ~ ! ~ "I c _ @ ~ ~ 0' " o (J) . '" ~ JJ m o Ill~~~~ ~IJ~~IJI19 STOCK# 91901 . . SUMMARY OF PUBLIC HEARING ON A PUBLIC PURPOSE INSTALLMENT SALES AGREEMENT INVOLVING THE SALE OF REAL ESTATE BETWEEN AUGUSTA, GEORGIA AND RICHMOND COUNTY PUBLIC FACILITIES, INC. BELD ON JUNE 15, 1998 Mr. James B. Wall, acting as Hearing Officer for Augusta, Georgia ("Augusta") called the hearingio order at 10:00 a.m. on June 15, 1998 in Room 802-03, City-County MunicipaI' . ..,. Building, 530 Greene Street, Augusta, Georgia. Mr. Wall stated that this was a public hearing to ron8ider a proposed Public Purpose Installment Sales Agreement (the "Agreement")between.<:. ___ Richmond County Facilities, Inc. ("Faeilities") as seller and Augusta as purchaser. The proposed - trarlsaGt:on in'.'c!ves_a_transfecoftitle to.the Augusta Golf Course on Highland Avenue and' Damascus Road (the "Golf Course") to Facilities with Facilities agreeing to' make certain improvements to the Golf Course and entering into the Agreement to sell the Golf Course in its improved condition baek to Augusta at a priee of$1,705,000 payable in installments over a fifteen year period. During this fifteen year period, Augusta will remain in possession of the Golf Course and will hold title to the real estate subject to reversion to Facilities if the purchase pnce installments under the Agreement are not paid. The hearing is being held pursuant to the requirements of Section 36-60-13(g), Official Code of Georgia Annotated. Mr. Wall stated that notice ofthis public hearing was published in the Augusta Chronicle on June 1 and June 8, 1998 and an Affidavit of Publication evidencing the notice given of this public hearing is attached hereto a!: Exhibit" 1 " . :Mr. Wall presented a letter from Mr. Charles R. Oliver, Administrator of Augusta, a copy of which is attached hereto as Exhibit "2". Mr. Oliver's letter stated that Augusta intended to 1 . . enter into this transaction and presented the Improvement Plan for Augusta Golf Course describing the improvements to be made by Faeilities at a cost of approximately $1,705,000. The improvements to the Golf Course will be financed with the proceeds of the sale of Certificates of Participation in the Agreement. These eertifieates will be issued by Facilities pursuant to a Trust Indenture between Facilities and Regions Bank:. A copy of the Agreement and the Trust Indentur,e are on file in the offices of Augusta and available for pub lie inspeetion. An invitation was issued to any other person present who would like to be heard and no one.appe:ared. Mr. Walt stated that he had n9t received any other written eomments in relati9n to ; -. _ - '. of (. . t ,..... _ . 4 r .:' . ~ this projt~ct. Accordingly, the hearing was concluded. Dated: June 15, 1998. -, ....- Jam B. Wall, Hearing Officer for A usta, Georgia 2 ~~~~~~fF~.~~~~IJ~~ ~UBLICATION BUSINESS ~ ' I STATE OF GEOHGIA COUNTY OF BK;HMOND -.i'ersorYt:i#y~e;arad be';sre-rn'S, Violet Brissey, to me knoWn, wh()r.b(jjnrtswor~depoS'es CfflU say\S:i.. ,,- Do That He/She s this authorized agent of Southeastern Newspapers Corporation, a Georgia Corporation, doing business in said county under the trade name of The Augusta Chronicle, a newspaper published -'irfstcrcoanty;-Trlat He/She is authorized to make 'affidavits'of publication orrt>ehalf of saittpabnsller- corporation; That said newspaper is of general circulation in said county and in the area adjacent thereto; That he has reviewed the regu!ar editions of sai newspapers published on 19 tie . Exhibit "1" . ~ in each of said editions, to-wit: ( deponent) ,19QL. ': 19 q 9 , and finds NOTICE OF PUBLIC HEARING ON A' ',PROPOSED PUBLlC'PURPOSE ' .,INSTALLMENT SALES AGREEMENT BETWEEN RICHMOND COUNTY PUBLIC , FACILITIES.INC. AND AUGUSTA, GEORGIA ,:: You are herebv notified Ihat on June 15. 1998 at 10:00 a.m."n Room 802-m, Clty-Countv Munlc- _ . 'pal Building. 530 Grel!lle Street, Augusta, Gear- . 'gla, a public hearing will be held concerning a ", prOPOSe<t 'Public Purpose Installment Sales Agreement (the "Agreement") .between Rlch- .' monel County ,Public Facilities, Inc....as seller , (the "Seller") and Augusta. Geor91a, ,as ,pUr- , .,chaser '("Augusta"). The proposed transaction ~, .Involves a, transfer ,of title ,of the AUllusta Golf r', Course on Highland Avenue and Damascus Road ~,~I (the "Galf Course") ,to the Seller"wlth the Seller tr-agreelng to make certain hriprovemenls 10 the ~.~Golf Course and enterlng'nlo the Agreement to ' . . sell the Golf 'CourSe In lis Improved condlllon back to AUllusta at a price of 51.705.000 payable . In Installments over a 15 vear porlad. During this perlad, AUllustci, will remain In Possession of the :,' Galf CoUrse. The hearing will be held before Mr. . -,James B. Wall OS the designated hearing officer <jI 'of AUGUsta and may be Continued or acIlourned. '.; .The Improvements to the Golf Course wlll be ';'flrlanced through the aale, of certlfloates of por- I .t'cIPOllon In the Agreementtlhe "Certlfloatos"). , the ,purchase price Installment pavments made bv Augusta under the Agreement ,will be dlstrlb- , uted to the owners of the Certificates. Upan pay- , ment In full of, thepUrchose price. under. the ,Agreement. the Galf Course os Improved will be- , long to'Augusta. ': ," ','. , Further 'nformation regarding this tr.onaac- lion Is elf public record In the office of AUllllstO. . !' ,Anv :PeI'lOll having views On the prOPOSed transoc:lIon mav be heard, at the pUbliC hearing and mav IUbmll wr'"en comments to Mr. JamM B, Wall. P.O. Box 212$: Augusta, Georllla 30903 at anv time prior to the hearing. -, " . ," -, . . AUGUSTA, GEORGIA, ," " ,Bv: II James 8. Wall " , , I' :11. DeIlvrmled Hearlntl 0fflCtr ' ~!!!!t.1.8. tP98 . . AUGUSTA-RICHMOND COUNTY COMMISSION June 15, 1998 ULMER BRIDGES JERRY BRIGHAM HENRY II. BRIGHAM FREDDIE l.. HANDY WILUAM B. KUHLKE. JR. WM. "WIUlE" H. MAYS, ill J. B. POWELL STEPHEN E. SHEPARD MOSES TODD LARRY E. SCONYERS Mayor ROOM 801 MUNICIPAL BLDG. (11) AUGUSTA, GEORGIA 30911 Bus. (706) 821-2488 Fax No. (706) 722-5984 LEE BEARD Mayor Pro Tt~m CHARLES R. OUYER, P E, CPA Administntar JAMES B. WALL AllOmey Wli. James B. Wall Hearing Officer, City of Augusta Burnside, Wall, Daniel, Ellison & Revell 454 Gre~ne Street Augusta, GA 30903 Reply 10: P.O. BOX 2125 AugU:;ll:. GA. 30903 -- ~:~..: ,- Re: "$1,705,000 Richmond CmmtyF.adlities,,-lQ,c. {;ert!fi.c3.t~s-9f-- ......;... -" -,- -'. -, Participation (Augusta Golf Course Proje~~~ries 1998-- - -- -;. Dear Mr. Wall: I am the administrator for Augusta, Georgia. It is proposed that Augusta convey the Augusta Golf Course on HigWand Avenue and Damascus Road (the "Golf Course") to the Richmond County Publie Facilities, Inc. (the "Facilities"). Faeilities will agree to make eertain improvements to the Golf Course as set out in the Improvement Plan for Augusta Golf Course dated November 3, 1997, a copy of which is attached hereto at a cost of approximately $1,705,000. Facilities will, pursuant to a Public Purpose Installment Sales Agreement, sell the Golf Course back to Augusta at a price of$I,705,000. The funds to pay for the improvements to the Golf Course will come from the sale of Certificates of Participation in the Public Purpose Installment Sales Agreement. Copies of the Agreement and the Trust Indenture between Facilities and Regions Bank, as trustee, have been provided to you and are on file in the offices of Augusta and available for public im:pection. This letter is being submitted to you for presentation at the public hearing on this proposed transaction which is scheduled for June 15, 1998 at 10:00 a.m, Please present this letter at the hearing and include it in the record of the hearing. Very truly yours, ~~ \?~ Charles R. Oliver CRO/sp Exhibit "2" . . AUGUSTA-RICHMOND COUNTY RECREATION AND PARKS DEPARTMENT Tom F. Beck, Jr. Direcwr I 2027 Lumpkin Road P.O, Box 5596 Augusta, Georgia 30916-5596 Robert Howard Assistant Direcwr II DATE: November 3, 1997 TO: Randy Oliver, Administrator Tom Beek Jr., Direetor ;2; I FROM: I RE: August~<Dolf Course Improvements- :: E'-~ .:. 4i' ~" '~..:r...:.. '"' __ I - As requested, f. have enclosed all pertinent infoffilatiori'regarding proposed improvemehls' ~ t~,the Augusta Golf Course. Jamf',S G._'Swift & Associates, the consultants for the project, have' prepared a site plan, detailed cost estim:ates, and a schedule for the improvements. This was prepared in concert with the golf course staff, to ensure proper scheduling for the best interest of the course and the public. The total project cost, including contingency funds and professional serviees, is $1.731.834, . .. . The areas of improvement include: .. . - . Complete irrigation system replacement New clubhouse and cart storage building New maintenance shop New practice range and putting green Redesign of 15th and 18th holes Parking and eart path improvements Demolition of the existing clubhouse . . . . . . I . . ~ - As you will note on the schedule, all improvements are to be finished by January 15, 1999, in order to keep the disruption of play at a minimum, and to bring on line the improvements which will promote increased revenues at the course. Augusta Publie Works Dept. has agreed to perform initial clearing and grading on the project to help achieve this goal. . I am recommending Swift & Associates be approved for all professional services related to the improvement plan. Their golf eourse experience, as well ac; local knowledge of the course and this improvement plan make them the best qualified firm for this project. Their proposal in the amowlt of $137.014 is attached for your review. Business (706) 796-5025 Fax (706) 796-4099 1. - ~ . . - The improvements would be financed with Revenue Bonds over a period of 15 years, , with the debt being serviced by course revenues. The recommendations for fee increases included in the plan are minimial and help keep the course affordable to the public, but also will help inerease revenues to fund the project. I ,- Also included is a letter of support from the Augusta Golf Course Citizens Advisory Committee, who have been involved in the planning process and have been of great assistance. - I am higJ.Jy recommending this plan be approved and to move forward immediately to completl~ the project on sch~dule. Thank you for your consideration to this important proposal. I -- :. I" I I I - - l'!!!!!!!!! - 2. . . AUGUSTA GOLF COURSE IMPROVEMENT PLAN Project Budget Constru~tion and improvements - Engineering and Architectural Contingency Legal Fees TOTAL I I . 1 461-020 , , , --l-37,014 103,800 30.000 $1,731,834 ~ ~,. - """'. 3. f -' - 1- r ,. I~ .--. I I I I' I I . . ESTIMATE FOR PROPOSED IMPROVEMENTS AUGUSTA GOLF COURSE :/:O':';':::;:E:<':S:':'::;;;'R:':'::::.liTiiS:N:::':':,:t:r:t:::ttt:i:::::,:::ttt:t:t:tttt:tjit:atil:ii.=iAA'J:';or;;:,::::::rilN":::':':.;;r:t:::?:/:::::;;^AA:i',it:::rWrHft'.::ita:t:H':':::':';s:'U":':':'::S:::':::'E::::tt ..__IIIt.I.at Clearing & Grubbing (15th 10 AC $3,500 $ 35,000 Richmond Cty. Fairway, 18th Green, & Driving Range) 1 . . 2 Excavati.on (15th Fairway) 3500 CY $3 $ 3 Haul-in Fill for Berms 5000 CY $6 $ 4. New Tee (15th Fairway) LUMP SUM $ 5 New Putting Green LUMP 'SUM $ 6. New Tel~ (Practice Fairway) LUMP-SUM _ .-.... ""-L,. $ 7. Shape Driving Range LUMP- SUM $ 8. Rebuild 15th & 18th Greens LUMP SUM $ 9, Pave Cart Paths 6' Wide 6500 SY $6 $ 10. Grassing lt40 ac. seeded) 40 AC $1,000 $ 11 Sod 15th Fairway Landing Area 30,000 SF $0.40 $ 12. 8" Wate:rmain (Including Wire) 16000 LF $10 $ 13 6" Wate:rmain (Including Wire) 4500 LF $8 $ 14. 4" Wate:rmain (Including Wire) 1130 LF $6.50 $ 15. 3" Watermain (Including Wire) 4000 LF $5.50 $ 16. 2" W atermain (Including Wire) 1700 LF $5 $ 17. 8" Valves 35 EA $460 $ 18. 6" Valves 12 EA $375 $ 19. 4" Valves 6EA $300 $ 20. 3" Valves 30EA $250 $ 21 2" Valves 20EA $175 $ 22. 6" x 6" Tees 8 EA $225 $ 23 8" x 6" Tees 5 EA $250 $ 24. 8" x 8" Tees 15 EA $275 $ [ I. .- . . I' 10,500 Richmond Cty, 30,000 $ 30,000 \000 $'r 5,000 12,000 $ 12,000 12,000 .$ p-- 12,000 10,000 Richmond Cty. 36,000 $ 36,000 39,000 $ 39,000 40,000 $ 40,000 12,000 $ 12,000 160,000 $ 160,000 36,000 $ 36,000 7,345 $ 7,345 22,000 $ 22,000 8,500 $ 8,500 16,100 $ 16,100 4,500 $ 4,500 1,800 $ 1,800 7,500 $ 7,500 3,500 $ 3,500 1,800 $ 1,800 1,250 $ 1,250 4,125 $ 4,125 4. I , I I I I I~ I I I I I J I t f - . . 25 Miscellaneous Fittings LUMP SUM $ 1 0, 000 $ 1 0, 000 26 32 GPM Sprinkler Head 260 EA $250 $ 65 ,000 $ 65 ,000 27 Fire Hydrant 2 EA $ 1 ,600 $ 3 ,200 $ 3 , 200 28 Water System Controllers LUMP SUM $ 20 , 000 $ :20, 000 29 Grading (Parking Lot & Club House) LUMP SUM $ 1 8 ,000 $ 1 8 , 000 30 Removal s LUMP SUM $ 1 5 , 000 $ 1 5 ,000 3 1 Base & Paving 1 0000 Sy $ 1 1 $ 1 10, 000 $ 1 10 ,000 32 Curb & Gutter 2200 LF $8 $ 1 7 , 600 $ 17 , 600 33 Storm Drainage LUMP SUM $ 26 ,000 $ 26 ,000 34 Sanitary Sewer Service . - ~ LUMP' SUM- -~- ;;.~}-:".. ~ .$ - ~ 1 , €O@., :'$ '.. 1 ,000 (Club Hou:;e) ,.35 Water Service (Club House) LUMP SUM $ - 500 $ -.-- 500 36 Site Work @ Maintenance B1dg LUWIP. SUM $ 25 , 000 $ 25 , 000 37 Crush Stone Service Road 1000 TONS $ 1 8 $ 1 8 ,000 $ 1 8 ,000 3 8 Sanitary Sewer Service LUMP SUM $ 800 $ 800 (Maintenance Building) 39 Water Se rvice LUMP SUM $ 500 $ 500 (Maintenance Building) 40 Protective Sereens LUMP SUM $ 10,000 $ 1 0, 000 ..!I:I::]iiii:'::::'ii!.li:i:'III~:ii,:::i I1i~~i~!j[jiI!~ii!iif~iiiiiiiiii!!Ijjji!iiiiiji~j~!jiiiiiiiiiiiiiiiiiiiiii!! ......................................................................................... .......................................... - - 4 1 3500 SF Club House w/Golf LUMP SUM $ 500,000 Cart Storage Facility Below 42 4000 SF Maintenance Building LUMP SUM $ 1 60, 000 43 Professional Fees $ 1 37 ,014 44 Contingencies $ 1 03 , 800 -- - I I & ! a.. 5. - , , t m- I I .6 I I I I I I .... I ..... .... - - - - ~ - - = ~ - - ~ = - . . REVENUE PROJECTIONS, OPERATING BUDGET AND FINANCING (INCLUDING 1997) Operating budget projections for the next 15 years, along with anticipated annual debt service, based on the proposed improvements, would be as follows: Y'ear 1~}97 1~}98 1999 2000 2001 2002 21)03. 2004 2005 21)06 21J07 21J08 21)09 21HO 21)11 21H2 *Expense 245,000 348,000 375,000 405,000 426,000 458,000 479,OOQ 522,000 584,000 618s000 639,000 648,000 667,000 687,000 707,000 731,000 Revenue 420,000 380,000 540,000 595,000 628,000 680,000 ,742,000 786,00v 844,000 902,000 928,000 .. 942,000 970,000 999,000 1,028,000 1,046,000 Net Operating 175,000 32,000 165,000 190,300 202,000 222,000 263,000 264,000 260,000 284,000 289,000- - -'" 296,000 303,000 312,000 321,000 315,000 Debt Service (7.5%) o 120,000 210,000 210,000 210,000 210,000 210',000 210,000 210,000 210,000 210,000 210,000 210,000 210,000 210,000 210,000 Balance 175,000 88,000 43,000 23.00fL - 15,000 27,000 80,000 1"34,000 184,000 258,000 337,000 4~23,000 726,000 828,000 939,000 1,044,000 The Augusta Golf Course currently has a usage rate @ 35% of course capacity, meaning # 1 tee is vacant for @ 65% of available tee times. The increase in the number of pl:ayer rounds due to the improvements will inerease the eourse usage each year by 5 to 1 I) percent, up to a capacity of @ 70% by the year 2006. The addition of the praetice f<:lcility will provide additional revenues with rental of driving range balls as well as provide a venue for instructional lessons and clinies, in which 20% of fees will go back to the eourse. The increase in players will also boost food, beverage and merchandise sales proportionately, as well as tournaments potentially held at the course. The increase in expenses directly relates to the increase in player rounds. More maintenanee staff will need to be added, as well as support staff for the pro shop and cart rental activities. Course marshals will be needed to keep play moving at an acceptable rate. And with increased food, beverage and pro shop sales also comes additional cost for the goods sold. * Capital equipment and golf cart lease expenses are included annually in the operating budget. 6. I - , I I I I-- I. I- I i I I I I. I- f .... . .... ii . . Revenue Projection Justification - Augusta Golf Course Improvements 1997 - 1999 ]997 1998 ]999 120;000 *33,000 26,000 15,000 6,500 4,500 7,100 12,500 15,000 120,000 420,000 380,000 540,000 22,000 rounds 20,000 rounds (Potential less usage during eonstruction) 24,200 rounds (10% increase from 1997) - Additional revenue for 1997 - vs - 1999 based on: New revenue - driving range & lessons 10% increase in player rounds 2200 rounds X -$12.00 average rollIld., _ New revenue from $1 per round increase (15,000 rounds played by non - members) Increase in concession (food & soft drink}net.revenue- L'lcrease in beer sales (net revenue) Increase in merchandise sales (net revenue)'- - New revenue for tournaments (5 x 2,500.00 per tournament) New membership dues (25 new members x $600.00 annually) Total new revenue *Driving range 4.00 average ball rental x 25 per day x 280 days = 28,000 3 Junior Clinics x 1,500.00 per clinic = 4,500 20% of Fees from private lessons = 500 Total 33,000 7. ,~ - (. I: I I I- I I I i I I I J. i i - - . . , Additionally, the following schedule of fee inereases will contribute to additional revenues: Year 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Weekday Green fce/Cart 20.00 21.00 22.00 23.00 23.00 24.00 26.00 26.00 28.00 30.00 30.00 30.00 30.00 31.00 31.00 Weekend Grccn fce/Cart 24.00 26.00 26.00 27.00 27.00 28.00 30.00 30.00 32.00 32.00 34.00 34.00 34.00 35.00 35.00 Ouarterly Individual Membership Dues 150.00 150.00 160.00 , 160.00 160.00 175.00 175.00 ~'185.00 '~'-, 185.00 185.00 195.00 195.00 195.00 210.00 210.00 lhese increases would be the maximum fees recommended in order to keep the operation at affordable and efficient standards. Public golf eourses operated by Parks and Recreati~n Departments in San Antonio, TX, , (Braekenridge Golf Course) Dalton, GA (Nob Golf Course) and Augusta, GA (Forest Hills Golf Course) all had net revenues exceeding $300,000 in 1996. Comparable rates for golf courses in theAugusta area are as follows (as of November 3, 1997): Course Goshen Plantation P.Dinte South f,Drest Hills Midland Valley ) Weekday green fee/cart 26.75 23.00 27.00 25.00 Weekend green fee/cart 33.92 30.00 34.00 35.00 8. , - , I , I I I " I I i --' I I ......... - ---II ~ - -JI ........ -->-01 . . ATTACHMENT' . Schedule of Improvements - Augusta Golf Course Design grading plan - new 15th fairway ~d driving range .Clear and grade - new 15 fairway and driving range . Design I prepare bid documents for COnstructioDS and installation of: Irrigation system - all of course and practice areas New 15th tee . New 18th green New practice tee Grassine of 15th fairway Grassing of driving range Adver1isement for bids' Award. bid ConstIuction (back 9 closed - reopens in origina11ayout April 1 ) --. ~ . - ~ ;....J..--..... 0_ _ . " -Design I prep:are bid documents ~ Maintenance Shop. , Advertisement for bids - Maintenance Shop Award bid - Maintenance Shop Constl:1iction of Maintenanee Shop New 18th green, 15th hole and driving range open Install front nine irrigation (Bid award Feb. 1) Front nin~,:reopens J~y 1 Design I prepare bid documents for construction of: New clubhouse Parking improvements Ne~ practice'putting green Bid advertisement Award bid . Cons1mction DeSign I prel,are bid documents for: Old Clubhouse demolition Parking Improv~ents Advertisements for bids AWaJd bid Construction .Work perfo,rmed by city ~orces Nov. 1 - Nov. 30 Dec.. 1 - Jan. 31 Nov. 1 - Dec. 15 Dec. 15 - Jan. 15 Feb. 1 Feb. 15 - Mar. 15 pec. 1 ~ec. 31 Jan.1 - Jan. 31 Feb. 15 Mar. 1 - May 31 May 15 May 15 - Jun. 15 Feb. 15 - May 15 May 15 -.June 15 . July 1 July 15 - Nov. 15 Aug. 15 - Sept 15 Sept 15 - Oct 15 .Nov. 1 "Nov.. 15 - Jan. 15 9" , . ,. . . =; October 3, 1997 " ., Mayor, Lany Sc6nyet:S City of Augusta 530 Greene 8t Augusta, GA 30911 -.. Dear Mayor Sconyers: - ~ As IILembers of the Augusta Golf Course Citizens Advisory Committee, we wholeheartedly and enthusiastically endorse the improyement plan for the course. These impro1vements are vital to ~e future of the Augusta Golf Course, and will definitely enhance, om: status as the ".GolfCapital of the World". . The :;chedule for the improvements allows the course to remain open forplay at all times (at least ninf~ hol~), and the changes in the course layout are minim~l, which keeps the character_ and tradition of the "Patch" steadfast The Recreation and Parks Department, along with James G. Swift & Associates, deserve our praise for planning and preparing an excellent design that will help tall:e public golf in Augusta to "the next lever'. , Should you Iie,ed any further informati,on, our phone numb~ ar~ attached for your con.veniencc:. . Sincerely, Clois Hemd:on Bill Bambrick Melvin: Jackso WarrenLm:tlar ,~~ Henry Wyllds .~$f/-.:r:olo '. 10.