The following are summaries of the Indenture, the Agreement and the Deed related to each series of Series 2007 Bonds. The statements made herein relating to such documents are summaries and do not purport to be complete. Due to the similarity of the documents relating to each series of bonds, only one summary of each document is contained herein. Notations have been made below where the documents for each series differ. A copy of the Indenture, the Agreement and the Deed for each series of Bonds are on file at the principal corporate trust office of the Trustee. The following summaries are qualified in their entirety by express reference to such documents.
DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the Indenture, the Agreement, the Deed and in this summary of the provisions thereof. Reference is made to such documents for the full definition of all terms and for the definition of capitalized terms used herein but not defined herein.
“A and B Agreement” shall mean the Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of February 1, 2007, between the Issuer and the A and B Company.
“A and B Company” shall mean North Georgia Parking & Recreation Center, LLC, a Georgia limited liability company, its successors and assigns.
“A and B Deed” shall mean the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated February 1, 2007, from the A and B Company in favor of the Issuer.
“A and B Ground Lease” shall mean the Ground Lease (Recreation Center and Parking), relating to the Parking & Recreation Center Project, between the A and B Company and the Board of Regents, as amended or supplemented.
“A and B Indebtedness” shall mean the debt evidenced by the A and B Agreement in the stated aggregate principal amount of ____________________________________ Dollars ($___________) payable to the order of the Issuer with the final payment being due on or before _______, ____, together with any and all renewals, modifications, consolidations, replacements and extensions thereof; and all obligations of the A and B Company in favor of the Authority of every type and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including but not limited to all obligations evidenced by the A and B Loan Documents, all A and B Indebtedness and all future advances of funds by the Issuer to the A and B Company, including, without limitation, all Additional Bonds.
“A and B Indenture” shall mean the Trust Indenture, dated as of February 1, 2007, between the Issuer and U.S. Bank National Association, as Trustee.
“A and B Project” shall, together, the Parking and Recreation Center Project or the Office Building Project.
“Act” shall mean O.C.G.A. Section 36-42-1 et seq., as amended, and as the same may be supplemented and amended from time to time .
“Additional Bonds” shall mean any bonds issued by the Issuer from time to time pursuant to the terms and provisions of the Indenture other than the Series 2007 Bonds.
“Agreement” shall mean the A and B Agreement or the C Agreement, as the case may be.
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“Authorized Company Representative” shall mean the person or persons at the time designated from time to time in writing to the Trustee and the Issuer by a certificate signed by an authorized signatory of the Company to represent the Company which certificate shall set forth the specimen signature of such person or persons.
“BB&T” shall mean Branch Banking and Trust Company, lessee for the Taxable Project.
“Board of Regents” shall mean the Board of Regents of the University System of Georgia, its successors and assigns.
“Bond Counsel” shall mean Alston & Bird LLP, or an attorney or other firm of attorneys of national recognition experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds and who is selected or employed by the Company, and not unacceptable to any recipient of the opinion required to be rendered by such counsel.
“Bond Documents” shall mean the A and B Indenture, the A and B Agreement and the A and B Deed and the Reimbursement Agreement or the C Indenture, the C Agreement and the C Deed and the Reimbursement Agreement, as the case may be.
“Bond Fund” shall mean the fund of the same name established pursuant to the A and B Indenture or the fund of the same name established pursuant to the C Indenture, as the case may be.
“Bond Insurer” or “CIFG NA” shall mean CIFG Assurance North America, Inc., its successors and assigns.
“Bond Owner” or “Owner of Bonds” or “Owners” or “owners” or “registered owners” shall mean the Person(s) in whose name(s) any series of Bond or Bonds are registered from time to time in accordance with the Indenture.
“Bonds” shall mean the Series 2007 Bonds and any Additional Bonds.
“Budget” shall mean the Company’s budget (with detail provided on a month-by-month basis) for the Project for the applicable Fiscal Year including, without limitation, a budget of capital expenditures for such year, an annual cash flow analysis that itemizes Gross Revenues and Operating Expenses on a monthly basis, the Operation and Maintenance Reserve, the Replacement Requirement, and such other information as required by the Indenture or the Agreement, as amended from time to time as provided in the Agreement.
“Business Day,” shall mean any day excluding Saturday, Sunday or any day which shall be in the City of Atlanta, Georgia, the City of New York, New York, and the State in which the Trustee's Principal Office or Designated Office is located, a legal holiday or a day on which banking institutions are authorized or obligated by law or administrative order to close.
“C Agreement” shall mean the Loan Agreement and Assignment of Gross Revenues and Certain Agreements and Accounts, dated as of February 1, 2007, between the Issuer and the C Company.
“C Company” shall mean North Georgia Student Housing, L.L.C., a Georgia limited liability company, its successors and assigns.
“C Deed” shall mean the Leasehold and Fee Deed to Secure Debt, Security Agreement and Assignment of Rents and Leases, dated February 1, 2007, from the C Company in favor of the Issuer.
“C Ground Lease” shall mean the Amended and Restated Ground Lease, relating to the Housing Project, between the C Company and the Board of Regents, as amended or supplemented.
“C Indebtedness” shall mean the debt evidenced by the C Agreement in the stated aggregate principal amount of ____________________________________ Dollars ($___________) payable to the order of the Issuer with the final payment being due on or before _______, ____, together with any and all renewals, modifications, consolidations, replacements and extensions thereof; and all obligations of the A and B Company in favor of the
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Authority of every type and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including but not limited to all obligations evidenced by the C Loan Documents, all C Indebtedness and all future advances of funds by the Issuer to the C Company, including, without limitation, all Additional Bonds issued under the C Indenture.
“C Indenture” shall mean the Trust Indenture, dated as of February 1, 2007, between the Authority and U.S. Bank National Association, as Trustee.
“C Project” shall the Student Housing Project.
“Capitalized Interest” shall mean interest expense on Bonds that is paid with proceeds of the Bonds.
“Capitalized Interest Account” shall mean the account of such name established in the Project Fund pursuant to the A and B Indenture or the account of such name established in the Project Fund pursuant to the C Indenture, as the case may be.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and any temporary, final or proposed Treasury Regulations relating thereto as may be applicable.
“Company” shall mean the A and B Company, or the C Company, as the case may be, its successors and assigns.
“Construction Account” shall mean the account of such name established in the Project Fund pursuant to the A and B Indenture or the account of such name established in the Project Fund pursuant to the C Indenture, as the case may be.
“Construction Documents” shall mean collectively, (a) the Amended and Restated Program Management Agreement, dated as of ____________, between the A and B Company and The Staubach Company-Southeast, Inc., (b) the Construction Management Agreement, between the A and B Company and The Winter Construction Company, and (c) the AIA Abbreviated Standard Form of Agreement Between Owner and Architect, dated as of March 1, 2006, between the A and B Company and Cooper Carry, Inc., as each may be amended or supplemented.
“Consultant” shall mean a person, firm, association or corporation who or which is appointed by the A and B Company or the C Company, as the case may be, for the purpose of passing on questions relating to the financial affairs, management or operations of the A and B Company or the C Company, as the case may be, and, in the good faith opinion of the A and B Company or the C Company, as the case may be, has a favorable reputation for skill and experience in performing similar services in respect of entities engaged in reasonably comparable endeavors. If any Consultant’s report or opinion is required to be given with respect to matters partly within and partly without the expertise of such Consultant, such Consultant may rely upon the report or opinion of another Consultant, which other Consultant shall be reasonably satisfactory to the relying Consultant and the A and B Company or the C Company, as the case may be,.
“Continuing Disclosure Certificate” shall mean the Continuing Disclosure Certificate, dated as of February ___, 2007, of the A and B Company or the C Company, as the case may be, as amended or supplemented.
“Cost of Issuance” shall mean all costs that are treated as costs of issuing or carrying the Bonds under existing Treasury Department regulations and rulings, including, but not limited to, (a) underwriter’s spread (whether realized directly or derived through purchase of the Bonds at a discount below the price at which they are expected to be sold to the public) and expenses; (b) counsel fees (including Bond Counsel, underwriter’s counsel, Authority counsel, counsel to the A and B Company or the C Company, as the case may be, and Bond Insurer’s counsel, as well as any other specialized counsel fees incurred in connection with the issuance of the Bonds);
(c) rating agency fees; (d) Trustee fees incurred in connection with the issuance of the Bonds; (e) paying agent and certifying and authenticating agent fees in connection with the issuance of the Bonds; (f) accountant fees related to the issuance of the Bonds; (g) printing costs of the Bonds and of the preliminary and final offering materials;
(h) publication costs associated with the financing proceedings; (i) costs of engineering and feasibility studies necessary to the issuance of the Bonds; and (j) bond insurance premiums and fees; provided, that bond insurance
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premiums and certain credit enhancement fees, to the extent treated as interest expense under applicable regulations, shall not be treated as Issuance Costs for purposes of complying with Section 147(g) of the Code.
“Cost of Issuance Account” shall mean the account of such name established in the Project Fund pursuant to the A and B Indenture or the account of such name established in the Project Fund pursuant to the C Indenture, as the case may be.
“Costs of the Project” shall mean all expenses which are properly chargeable to the Parking & Recreation Project, the Office Project, the Housing Project, the Infrastructure or the Land, as the case may be, under Generally Accepted Accounting Principles or which are incidental to the financing or reimbursing of the acquisition or improvement of the Parking & Recreation Project, the Office Project, the Housing Project, the Infrastructure Project or the Land, as the case may be, or which are otherwise financeable under the Act, including, without limiting the generality of the foregoing:
(a) amounts payable to contractors and costs incident to the award and performance of contracts;
(b) cost of labor, materials, facilities services and insurance furnished by the Company or the Authority, and their employees or others, materials and supplies purchased by the Company or the Authority or others, and permits and licenses obtained by the Company,, the Authority or others;
(c) engineering, architectural, legal, accounting and other professional and advisory fees, as well as the fees and expenses of the Trustee;
(d) costs, fees and expenses in connection with the acquisition of real and personal property or rights therein, including premiums for title insurance;
(e) costs of equipment;
(f) costs of the acquisition of the Project Land, buildings and improvements and the costs of any site improvements;
(g) Capitalized Interest; and
(h) amounts necessary to fund the funds and accounts created under the Indenture, including but not limited to the Bond Fund.
“Counsel” shall mean a lawyer duly admitted to practice law before the highest court of any state in the United States of America or the District of Columbia, or any law firm, who or which, as the case may be, is not unsatisfactory to any recipient of the opinion to be rendered by such Counsel.
“County” shall mean Lumpkin County, Georgia.
“Debt Service Coverage Ratio” shall mean, for any Fiscal Year, the ratio (stated as a percentage) determined by dividing Income Available for Debt Service for such period by the Maximum Debt Service Requirement.
“Debt Service Requirement” shall mean, for any Fiscal Year for which such determination is made, the aggregate of the payments required to be made in respect of principal of and interest on outstanding Bonds taking into account any mandatory sinking fund requirements during such period. The principal of and interest on Bonds shall be excluded from the determination of Debt Service Requirement to the extent that the same were or are expected to be paid with amounts on deposit on the date of calculation (or Bond proceeds to be deposited on the date of issuance of proposed Bonds) in the Capitalized Interest Account of the Project Fund or the Debt Service Reserve Fund.
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“Debt Service Reserve Fund” shall mean the fund of such name established pursuant to the A and B Indenture, or the fund of such name established pursuant to the C Indenture, as the case may be.
“Debt Service Reserve Requirement” shall mean, at any time of computation, an amount equal to the least of (a) ten percent of the original aggregate principal amount of the Bonds; (b) 125% of the average annual principal and interest requirements on the Bonds in any Fiscal Year; or (c) the maximum annual principal and interest requirements on the Bonds in any Fiscal Year.
“Debt Service Reserve Surety Bond” means a surety bond or irrevocable letter of credit credited to the Debt Service Reserve Fund in lieu of or in partial substitution for moneys and securities on deposit therein.
“Deed” shall mean the A and B Deed and the C Deed, as amended or supplemented, as the case may be.
“Default” shall mean any event which, upon the giving of notice or lapse of time, or both, would constitute a Loan Default.
“Depository Accounts” shall mean the accounts of such name established pursuant to the Agreement.
“Designated Office” when referring to the Trustee shall mean the office of the Trustee so designated by written notice to the Authority and the Company, which initially shall be as follows: U.S. Bank Corporate Trust Services, 1349 West Peachtree, NW, Two Midtown Plaza, Suite 1050, Atlanta, Georgia 30309.
“Fiscal Year” shall mean the twelve-month period designated by the Company as its fiscal year, and initially means the period commencing on July 1 of each calendar year and ending on June 30 of the following calendar year, unless changed by the Company and certified to the Trustee in writing by the appropriate Authorized Company Representative.
“Generally Accepted Accounting Principles” shall mean those accounting principles applicable in the preparation of financial statements of municipalities, corporations, nonprofit corporations, partnerships or municipal authorities, as appropriate, as promulgated by the Financial Accounting Standards Board, the Government Accounting Standards Board or such other body recognized as authoritative by the American Institute of Certified Public Accountants or any successor body, as in effect on (a) the date of the delivery of the Indenture, or (b) at the election of the Person applying the accounting principles, as specified in an officer’s certificate of such Person delivered to the Trustee, the date of application of such accounting principles, to the extent applicable, consistently applied.
“Government Obligations” shall mean only (1) non-callable direct obligations of the United States of America (“Treasuries”), (2) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated or (3) pre-refunded municipal obligations which are rated in the highest rating category of a Rating Agency or (4) money market funds comprised of investments included in (1), (2) or (3) hereof which are rated in the highest rating category of a Rating Agency.
“Gross Revenues” shall mean all revenues, income, receipts, accounts and money now existing or hereafter acquired which are derived from the operation of the Project or arising in any manner with respect to, incident to or on account of the Company’s operations or from services provided by the Company regardless of where such services are performed, received in any period by the Company, including, but without limiting the generality of the foregoing, (i) accounts receivable, contract rights and general intangibles; (ii) proceeds derived from (A) insurance, except to the extent the use thereof is otherwise required by the Indenture, (B) accounts receivable, (C) securities and other investments, (D) inventory or other tangible and intangible property, (E) condemnation awards except to the extent that the use thereof is otherwise required by the Indenture, (F) general intangibles, contract and other rights and assets now or hereafter owned or held or possessed by or on behalf of the Company; (iii) amounts earned on amounts deposited into the funds and accounts created under the Indenture; (iv) all revenues, rents or fees payable by tenants, lessees or users of the Project, including rental payments; (v) the revenues of any surviving,
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resulting or transferee entity provided for in the Indenture; and (vi) any gifts, grants, bequests, donations or contributions to the Company.
“Ground Lease” shall mean the A and B Ground Lease or the C Ground Lease, as amended or supplemented, as the case may be.
“Income Available for Debt Service” shall mean with respect to any period of time, the excess revenues which constitute Gross Revenues over the sum of Operating Expenses and Replacement Requirement related thereto.
“Indebtedness” shall mean the A and B Indebtedness or the C Indebtedness, as the case may be.
“Indenture” shall mean the A and B Indenture or the C Indenture, as amended or supplemented, as the case may be.
“Infrastructure Project” shall mean the acquisition and construction of a street, sidewalks or walking trails, infrastructure and certain related improvements necessary to connect the central portion of the University’s campus to a proposed site for future student housing, more particularly described in Exhibit “A” to the C Agreement.
“Interest Payment Date” shall mean each January 1 and July 1 of each year, commencing July 1, 2007.
“Investment Securities,” under the Indenture shall mean any one or more of the following investments, if
“Investment Securities,” under the Indenture shall mean any one or more of the following investments, if