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2006-10RESOLUTION BE IT RESOLVED by the members of the Airport Authority of the City of Blair, Nebraska (the "Authority"): Section 1. The members of the Authority hereby find and determine: (a) That the Mayor and Council of the City of Blair have previously created the Authority under the Cities Airport Authorities Act, Sections 3-501 et seq., R.R.S. Neb. 1997, as amended (the "Act"), and the Authority has been in continuous existence since its creation under the terms of the Act and remains in existence as of this date and has all the powers described by the provisions of said Act; (b) that the taxable valuation of all taxable property in the City of Blair, Nebraska, except intangible property, is presently not less than $409,342,648; (c) that the Authority by resolution adopted on March 18, 2003 (the "2003 Bond Resolution") authorized the issuance of $445,000 of its Airport Authority Refunding Bonds dated April 23, 2003, $365,000 of which Bonds remain outstanding (the "2003 Bonds"); (d) that the Authority by resolution adopted on November 15, 2005 (the "2005 Note Resolution") authorized the issuance of not to exceed $950,000 Airport Authority Bond Anticipation Note (Draw -Down Grant Anticipation Loan), Series 2005 (the "2005 Note"), of which approximately $600,000 in principal amount remains outstanding as of the date of this Resolution; (e) that the 2003 Bonds and the 2005 Note constitute the only outstanding indebtedness of the Authority; (f) that it is necessary and proper for the Authority to provide funds to finance certain improvements to the existing airport and related facilities of the Authority, including land acquisition and construction of runway, apron and taxiway expansion and improvements, construction of fuel storage facilities, construction of hangars and providing related equipment, structures and furnishings therefor (including payment of amounts due under the 2005 Note which were incurred to pay such costs) (collectively, the 'Project"); (g) that pursuant to the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended, (the "Code") a public hearing has been held before the members of the Authority (as duly elected officials under the laws of the State of Nebraska) for which notice has been published for not less than fourteen days in advance and that on the basis of such hearing the following matters as set forth in this reso ution an the notice of heurin—g are ere y a—pproved by the members of the Authorlty: (1) the general functional description of the Project; (2) the maximum face amount of the obligations to be issued; (3) the initial owner, operator and manager of the Project; (4) the location of the Project (2785 State Highway 133); (h) that for such purposes, it is necessary that the Authority immediately raise a sum of not less than $1,400,000 by issuing and selling its negotiable bonds; (i) that under the terms of the 2003 Bond Resolution, the Authority may issue the bonds herein authorized as additional bonds of equal lien and priority with the 2003 Bonds if there are no defaults on the 2003 Bonds and provided the additional bonds require the Authority to certify annually to the governing body of the City of Blair, Nebraska, a tax for airport purposes sufficient in amount to pay the principal of and interest on the 2003 Bonds and the proposed additional bonds; 0) that there are no defaults on the 2003 Bonds, as to payment or otherwise under the 2003 Resolution; and that this resolution requires the Authority to certify annually to the governing body of the City of Blair, Nebraska a tax for airport purposes sufficient in amount to pay the principal of and interest on the 2003 Bonds and the bonds herein authorized as the same fall due; (k) that the yearly levy of 3 1/20 per $100 of taxable valuation which may be certified by the Authority and income from the operation of the airport facility after payment of costs of operation and maintenance of the airport facility will be sufficient to pay principal and interest as the same become due on all the bonds of the Authority to be outstanding after the issuance of the bonds described in Section 2 below and to provide for the operating expenses of the Authority if not paid from other sources; and (1) that all conditions, acts and things required by law for the issuance of the bonds herein authorized as valid obligations of the Authority do exist and have happened as required by law. Section 2. For the purpose of providing the Authority with the necessary funds for paying the costs as described in Section 1 hereof, there shall be and there are hereby ordered issued negotiable bonds of the Authority to be designated "Airport Authority Bonds, Series 2006" (the "2006 Bonds"), in the aggregate principal amount of One Million Four Hundred Thousand Dollars ($1,400,000), with said bonds bearing interest at the rates per annum and maturing on December 1 of each year in the principal amounts as follows: Principal Maturing on Interest Amount December 1 of Year Rate $20,000 2007 30,000 2008 30,000 2009 35,000 2010 30,000 2011 35,000 2012 35,000 2013 40,000 2014 40,000 2015 440,000 - _ 2016 85,000 2017 90,000 2018 95,000 2019 95,000 2020 100,000 2021 600,000* 2026 *Term Bonds The 2006 Bonds due as term bonds on December 1, 2026, are sometimes referred to herein as the "2026 Term Bonds." The 2006 Bonds shall be issued in fully registered form in the denomination of $5,000 or any integral multiple thereof. The date of original issue for the 2006 Bonds shall be the date of delivery thereof. Interest on the 2006 Bonds, at the respective rates for each maturity, shall be payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2007 (each of said dates an "Interest Payment Date") and the 2006 Bonds shall bear such interest from the date of original issue or the most recent Interest Payment Date, whichever is later. The interest due on each Interest Payment Date shall be payable to the registered owners of record as of the close of business on the fifteenth day of the month immediately preceding the month in which each Interest Payment Date occurs (the "Record Date"), subject to the provisions of Section 4 hereof. The 2006 Bonds shall be numbered from 1 upwards in the order of their issuance. No 2006 Bond shall be issued originally or upon transfer or partial redemption having more than one principal maturity. The initial bond numbering and principal amounts for each of the 2006 Bonds issued shall be designated by the Authority's Treasurer as directed by the initial purchaser thereof. Payments of interest due on the 2006 Bonds prior to maturity or earlier redemption shall be made by the Paying Agent and Registrar, as designated pursuant to Section 3 hereof, by mailing a check or draft in the amount due for such interest on each Interest Payment Date to the registered owner of each 2006 Bond, as of the Record Date for each Interest Payment Date, to such owner's registered address as shown on the books of registration as required to be maintained in Section 3 hereof. Payments of principal and accrued interest thereon due at maturity or at any date fixed for redemption prior to maturity shall be made by said Paying Agent and Registrar to the registered owners upon presentation and surrender of the 2006 Bonds to said Paying Agent and Registrar. The Authority and the Paying Agent and Registrar may treat the registered owner of any 2006 Bond as the absolute owner of such 2006 Bond for the purpose of making payments thereon and for all other purposes and neither the Authority nor the Paying Agent and Registrar shall be affected by any notice or knowledge to the contrary, whether such 2006 Bond or any installment of interest due thereon shall be overdue or not. All payments on account of interest or principal made to the registered owner of any 2006 Bond in accordance with the terms of this Resolution shall be valid and effectual and shall be a discharge of the Authority and the Paying Agent and Registrar, in respect of the liability upon the 2006 Bonds or claims for interest to the extent of the sum or sums so paid. Section 3. The Treasurer of the Authority is hereby designated as the Paying Agent and Registrar for the 2006 Bonds. The Paying Agent and Registrar shall keep and maintain for the Authority books for the registration and transfer of the 2006 Bonds at the office of the Authority. The names and registered addresses of the registered owner or owners of the 2006 Bonds shall at all times be recorded in such books. Any 2006 Bond may be transferred pursuant to its provisions at the office of said Paying Agent and Registrar by surrender of such 2006 Bond for cancellation, accompanied by a written instrument of transfer, in form satisfactory to said Paying Agent and Registrar, duly executed by the registered owner in person or by such owner's duly authorized agent, and thereupon the Paying Agent and Registrar on behalf of the Authority will deliver at his or her office (or send by registered mail to the transferee owner or owners thereof at the transferee owner's or owners' risk and expense), registered in the name of the transferee owner or owners, a new 2006 Bond or 2006 Bonds of the same interest rate, aggregate principal amount and maturity. To the extent of the denominations authorized for the 2006 Bonds by this Resolution, one 2006 Bond may be transferred for several such 2006 Bonds of the same interest rate and maturity, and for a like aggregate principal amount, and several such 2006 Bonds may be transferred for one or several such 2006 Bonds, respectively, of the same interest rate and maturity and for a like aggregate principal amount. In every case of transfer of a 2006 Bond, the surrendered 2006 Bond shall be cancelled and destroyed. All 2006 Bonds issued upon transfer of the 2006 Bonds so surrendered shall be valid obligations of the Authority evidencing the same obligations as the 2006 Bonds surrendered and shall be entitled to all the benefits and protection of this Resolution to the same extent as the 2006 Bonds upon transfer of which they were delivered. The Authority and said Paying Agent and Registrar shall not be required to transfer any 2006 Bond during any period from any Record Date until its immediately following Interest Payment Date or to transfer any 2006 Bond called for redemption for a period of 30 days next preceding the date fixed for redemption. Section 4. In the event that payments of interest due on the 2006 Bonds on an Interest Payment Date are not timely made, such interest shall cease to be payable to the registered owners as of the Record Date for such Interest Payment Date and shall be payable to the registered owners of the 2006 Bonds as of a special date of record for payment of such defaulted interest as shall be designated by the Paying Agent and Registrar whenever monies for the purpose of paying such defaulted interest become available. Section 5. 2006 Bonds maturing on or after December 1, 2011, shall be subject to redemption, in whole or in part, prior to maturity at any time on or after the fifth anniversary of the date of original issue thereof, at par plus accrued interest on the principal amount redeemed to the date fixed for redemption. The 2026 Term Bonds are required to be redeemed prior to their stated maturity, commencing on December 1, 2022, and continuing on December 1 of each year thereafter, which redemptions shall be in the years and for the principal amounts set forth below: Year of Redemption 2022 2023 2024 2025 2026 (final maturity) Amount Reauired to be Redeemed $105,000 115,000 120,000 125,000 135,000 Such scheduled mandatory redemptions shall be at a price equal to 100% of the principal amount redeemed plus interest accrued on the principal amount being redeemed to the date fixed for redemption. The Paying Agent and Registrar shall select the 2026 Term Bonds for mandatory redemption using any random method of selection deemed appropriate by the Paying Agent and Registrar. The Authority may select the 2006 Bonds to be redeemed in its sole discretion but the 2006 Bonds shall be redeemed only in amounts of $5,000 or integral multiples thereof. Any 2006 Bond redeemed in part only shall be surrendered to said Paying Agent and Registrar in exchange for a new 2006 Bond evidencing the unredeemed principal thereof. Notice of redemption of any 2006 Bond called for optional redemption shall be given at the direction of the Authority by said Paying Agent and Registrar by mail not less than 30 days prior to the date fixed for redemption, first class, postage prepaid, sent to the registered owner of such 2006 Bond at said owner's registered address. Notice of redemption of 2026 Term Bonds called for mandatory redemption shall be given without further direction by the City. Such notice shall designate the 2006 Bond or 2006 Bonds to be redeemed by maturity or otherwise, the date of original issue and the date fixed for redemption and shall state that such 2006 Bond or 2006 Bonds are to be presented for prepayment at the office of said Paying Agent and Registrar. In case of any 2006 Bond partially redeemed, such notice shall specify the portion of the principal amount of such 2006 Bond to be redeemed. No defect in the mailing of notice for any 2006 Bond shall affect the sufficiency of the proceedings of the Authority designating the 2006 Bonds called for redemption or the effectiveness of such call for 2006 Bonds for which notice by mail has been properly given and the Authority shall have the right to direct further notice of redemption for such 2006 Bond for which defective notice has been given. Section 6. If the date for payment of the principal of or interest on the 2006 Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Blair, Nebraska, are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of Payment. Section 7. The 2006 Bonds shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF WASHINGTON AIRPORT AUTHORITY OF THE CITY OF BLAIR AIRPORT AUTHORITY BOND SERIES 2006 0 Interest Rate Maturity Date of Original Issue CUSIP No. December 1, , 2006 Registered Owner: rincipa mount: KNOW ALL PERSONS BY THESE PRESENTS: That the Airport Authority of the City of Blair, in the County of Washington, in the State of Nebraska, hereby acknowledges itself to owe and for value received promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above in lawful money of the United States of America on the date of maturity specified above with interest thereon to maturity (or earlier redemption) from the date of original issue or most recent Interest Payment Date, whichever is later, at the rate per annum specified above, payable semiannually on June 1 and December 1 of each year, commencing June 1, 2007 (each of said dates an "Interest Payment Date"). Said interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal hereof and unpaid accrued interest hereon due at maturity or earlier redemption are payable upon presentation and surrender of this bond to the Treasurer of the Authority, as Paying Agent and Registrar for the Authority, at the offices of the Authority in Blair, Nebraska. Interest on this bond due prior to maturity or earlier redemption will be paid on each Interest Payment Date by a check or draft mailed by said Paying Agent and Registrar to the registered owner of this bond, as shown on the books of record maintained by the Paying Agent and Registrar, at the close of business on the fifteenth day of the month immediately preceding the month in which the Interest Payment Date occurs, to such owner's address as shown on such books and records. Any interest not so timely paid shall cease to be payable to the person entitled thereto as of the record date such interest was payable, and shall be payable to the person who is the registered owner of this bond (or of one or more predecessor bonds hereto) on such special record date for payment of such defaulted interest as shall be fixed by the Paying Agent and Registrar whenever monies for such purpose become available. For the prompt payment of this bond, principal and interest, as the same become due, the full faith, credit and resources of said Authority are hereby irrevocably pledged. This bond is one of an issue of fully registered bonds of the total principal amount of One Million Four Hundred Thousand Dollars ($1,400,000), of even date and like tenor except as to date of maturity, rate of interest and denomination which were issued by the Authority for the purpose of providing funds to pay the costs of certain improvements to the existing airport and related facilities of the Authority, including land acquisition and construction of runway, apron and taxiway expansion and improvements, construction of fuel storage facilities, construction of hangars and providing related equipment, structures and furnishings therefor. The issuance of said bonds has been duly authorized by a Resolution of the Authority duly passed and adopted in strict compliance with Sections 3-501 to 3-514 R.R.S. Neb. 1997, as amended. Any or all of the bonds of said issue maturing on or after December 1, 2011, are subject to redemption at the option of the Authority, in whole or in part, at any time on or after fifth anniversary of the date of original issue thereof, at par plus interest accrued on the principal amount redeemed to the date fixed for redemption. The Series 2006 Bonds due as term bonds in the year 2026 are required to be redeemed prior to their stated maturity, commencing on December 1, 2022, and continuing on December 1 of each year thereafter, which redemptions shall be in the years and for the principal amounts set forth below: Year of Redemption 2022 2023 2024 2025 2026 (final maturity) Amount Required to be Redeemed $105,000 115,000 120,000 125,000 135,000 Such mandatory redemptions shall be at a price equal to 100% of the principal amount redeemed plus interest accrued on the principal amount being redeemed to the date fixed for redemption. The Paying Agent and -—— Registrar shall select the 2026 Term Bonds for mandatory redemption using any random method of selection deemed appropriate by the Paying Agent and Registrar. Notice of redemption shall be given by mail to the registered owner of any bond to be redeemed at said registered owner's address in the manner specified in the Resolution authorizing said issue of bonds. Individual bonds may be redeemed in part but only in $5,000 amounts or integral multiples thereof. This bond is transferable by the registered owner or such owner's attorney duly authorized in writing at the office of the Paying Agent and Registrar upon surrender and cancellation of said bond, and thereupon a new bond or bonds of the same aggregate principal amount, interest rate and maturity will be issued to the transferee as provided in the Resolution authorizing said issue of bonds, subject to the limitations therein prescribed. The Authority, the Paying Agent and Registrar and any other person may treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment due hereunder and for all purposes and shall not be affected by any notice to the contrary, whether this bond be overdue or not. If the date for payment of the principal of or interest on this bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Blair, Nebraska, are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. Under the resolution authorizing the bonds of this issue, the revenues, income, receipts, profits and other monies derived by the Authority from the operation, management and ownership of its airport facility, including monies derived from the authorized levy of taxes, have been pledged to the payment of the bonds of this issue on an equal and ratable basis with the Authority's Airport Authority Refunding Bonds, date of original issue - April 23, 2003, presently outstanding in the principal amount of $365,000 (the "2003 Bonds"). The Authority reserves the right under the terms of the authorizing resolution to issue additional bonds on a parity basis with the 2003 Bonds and the bonds of this issue and to issue indebtedness junior to such bonds, all upon terms set forth in such resolution. The Authority covenants and agrees that it will certify annually to the governing body of the City of Blair, Nebraska, a tax for airport purposes, within the limitations imposed by law, sufficient in amount to pay the principal and interest on the 2003 Bonds and on the bonds of this issue as the same fall due. The Resolution under which this bond and the other bonds of this issue are authorized constitutes a contract between the Authority and the registered owners of said bonds which cannot be altered or changed without the written consent of the registered owners of seventy-five percent (75%) in principal amount of the bonds of this issue then outstanding. This bond shall constitute a general obligation of the Authority and shall not be a debt of the State of Nebraska or the City of Blair and neither the State of Nebraska nor the City of Blair shall be liable thereon. IT IS HEREBY CERTIFIED AND WARRANTED that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this bond did exist, did happen and were done and performed in regular and due form and time as required by law. This bond shall not be valid and binding on the Authority until authenticated by the Paying Agent and Registrar. AS PROVIDED IN THE RESOLUTION REFERRED TO HEREIN, UNTIL THE TERMINATION OF THESYSTEMOF BOOK -ENTRY -ONLY TRANSFERS THROUGH THE DEPOSITORY TRUST COMPANY, NEW YORK, NEW YORK (TOGETHER WITH ANY SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE RESOLUTION, "DTC"), AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THE RESOLUTION TO THE CONTRARY, A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT AND REGISTRAR. DTC OR A NOMINEE, TRANSFEREE OR ASSIGNEE OF DTC OF THIS BOND MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID. THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE RESOLUTION. UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED OFFICER OF DTC (A) TO THE PAYING AGENT AND REGISTRAR FOR REGISTRATION OF TRANSFER OR EXCHANGE OR (B) TO THE PAYING AGENT AND REGISTRAR FOR PAYMENT OF PRINCIPAL, AND ANY BOND ISSUED IN REPLACEMENT HEREOF OR SUBSTITUTION HEREOF IS REGISTERED IN THE NAME OF DTC AND ANY PAYMENT IS MADE TO DTC OR ITS NOMINEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSONS IS WRONGFUL BECAUSE ONLY THE REGISTERED OWNER HEREOF, DTC OR ITS NOMINEE, HAS AN INTEREST HEREIN, IN WITNESS WHEREOF the Authority has caused this bond to be executed on behalf of the Authority with the manual or facsimile signatures of the Chairman and Secretary of the Authority and by causing the official seal of the Authority to be imprinted or impressed hereon, all as of the date of original issue specified above. ATTEST (Sample —Do not sign) Secretary (SEAL) AIRPORT AUTHORITY OF THE CITY OF BLAIR, NEBRASKA (Sample —Do not sign) Chairman Certificate of Authentication This bond is authorized by Resolution of the Airport Authority of the City of Blair, in the County of Washington, in the State of Nebraska as described in the foregoing bond. (Sample —Do not sign) Treasurer, Airport Authority of City of Blair, Nebraska Paying Agent and Registrar (Form of Assignment) For value received assigns and transfers unto (Social Security or Taxpayer I.D. No. bond and hereby irrevocably constitutes and appoints hereby sells, the within , attorney, to transfer the same on the books of registration in the office of the within mentioned Paying Agent and Registrar with full power of substitution in the premises. Dated: Registered Owner(s) Signature Guaranteed Authorized Officer Note: The signature(s) on this assignment MUST CORRESPOND with the name(s) as written on the face of the within bond in every particular, without alteration, enlargement or any change whatsoever and must be guaranteed by a commercial bank or a trust company or by a firm having membership on the New York, Midwest or other stock exchange. Section 8. Each of the 2006 Bonds shall be executed on behalf of the Authority with the manual or facsimile signatures of the Chairman and the Secretary and shall have imprinted or impressed thereon the Authority's seal. The 2006 Bonds shall be issued initially as "book -entry -only" bonds under the services of The Depository Trust Company (the "Depository"), with one typewritten bond per maturity being issued to the Depository. In such connection said officers are authorized to execute and deliver a Letter of Representations (the "Letter of Representations") in the form required by the Depository (which may be in the form of a blanket letter, including any such letter previously executed and delivered), for and on behalf of the Authority, which shall thereafter govern matters with respect to registration, transfer, payment and redemption of the 2006 Bonds. With respect to the issuance of the 2006 Bonds as "book -entry -only" bonds, the following provisions shall apply: (a) The Authority and the Paying Agent and Registrar shall have no responsibility or obligation to any broker -dealer, bank or other financial institution for which the Depository holds 2006 Bonds as securities depository (each, a 'Bond Participant") or to any person who is an actual purchaser of a 2006 Bond from a Bond Participant while the 2006 Bonds are in book -entry form (each, a "Beneficial Owner") with respect to the following: (i) the accuracy of the records of the Depository, any nominees of the Depository or any Bond Participant with respect to any ownership interest in the 2006 Bonds, (ii) the delivery to any Bond Participant, any Beneficial Owner or any other person, other than the Depository, of any notice with respect to the 2006 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the 2006 Bonds. The Paying Agent and Registrar shall make payments with respect to the 2006 Bonds only to or upon the order of the Depository or its nominee, and all such payments shall be valid and effective fully to satisfy and discharge the obligations with respect to such 2006 Bonds to the extent of the sum or sums so paid. No person other than the Depository shall receive an authenticated 2006 Bond, except as provided in (e) below. (b) Upon receipt by the Paying Agent and Registrar of written notice from the Depository to the effect that the Depository is unable or unwilling to discharge its responsibilities, the Paying Agent and Registrar shall issue, transfer and exchange 2006 Bonds requested by the Depository in appropriate amounts. Whenever the Depository requests the Paying Agent and Registrar to do so, the Paying Agent and Registrar will cooperate with the Depository in taking appropriate action after reasonable notice (i) to arrange, with the prior written consent of the Authority, for a substitute depository willing and able upon reasonable and customary terms to maintain custody of the 2006 Bonds or (ii) to make available 2006 Bonds registered in whatever name or names as the Beneficial Owners transferring or exchanging such 2006 Bonds shall designate. (c) If the Authority determines that it is desirable that certificates representing the 2006 Bonds be delivered to the ultimate beneficial owners of the 2006 Bonds and so notifies the Paying Agent and Registrar in writing, the Paying Agent and Registrar shall so notify the Depository, whereupon the Depository will notify the Bond Participants of the availability through the Depository of bond certificates representing the 2006 Bonds. In such event, the Paying Agent and Registrar shall issue, transfer and exchange bond certificates representing the 2006 Bonds as requested by the Depository in appropriate amounts and in authorized denominations. (d) Notwithstanding any other provision of this Resolution to the contrary, so long as any 2006 Bond is registered in the name of the Depository or any nominee thereof, all payments with respect to such 2006 Bond and all notices with respect to such 2006 Bond shall be made and given, respectively, to the Depository as provided in the Letters of Representations. (e) Registered ownership of the 2006 Bonds may be transferred on the books of registration maintained by the Paying Agent and Registrar, and the 2006 Bonds may be delivered in physical form to the following: (i) any successor securities depository or its nominee; (ii) any person, upon (A) the resignation of the Depository from its functions as depository or (B) termination of the use of the Depository pursuant to this Section. (f) In the event of any partial redemption of a 2006 Bond unless and until such partially redeemed bond has been replaced in accordance with the provisions of this Resolution, the books and records of the Paying Agent and Registrar shall govern and establish the principal amount of such bond as is then outstanding and all of the 2006 Bonds issued to the Depository or its nominee shall contain a legend to such effect.If for any reason the Depository is terminated or resigns and is not replaced, the Authority shall immediately provide a supply of printed bond certificates for issuance upon the transfers from the Depository and subsequent transfers or in the event of partial redemption. In the event that such supply of bond certificates shall be insufficient to meet the requirements of the Paying Agent and Registrar for issuance of replacement 2006 Bonds upon transfer or partial redemption, the Authority agrees to order printed an additional supply of bond certificates and to direct their execution by manual or facsimile signatures of its then duly qualified and acting Chairman and Secretary and by imprinting or impressing thereon the Authority's seal. In case any officer whose signature or facsimile thereof shall appear on any 2006 Bond shall cease to be such officer before the delivery of such 2006 Bond (including 2006 Bonds delivered to the Paying Agent and Registrar for issuance upon transfer or partial redemption), such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes the same as if such officer or officers had remained in office until the delivery of such 2006 Bond. The 2006 Bonds shall not be valid and binding on the Authority until authenticated by the Paying Agent and Registrar. The 2006 Bonds shall be delivered to the Paying Agent and Registrar for registration and authentication. Upon execution, registration, and authentication of the 2006 Bonds, they shall be delivered to the Treasurer, who is authorized to deliver them to Ameritas Investment Corp., as initial purchaser thereof, upon receipt of % of the principal amount of the 2006 Bonds plus accrued interest thereon (if any) to date of payment for the 2006 Bonds. Such purchaser and its agents, representatives and counsel (including its bond counsel) are hereby authorized to take such actions on behalf of the City as are necessary to effectuate the closing of the issuance and sale of the Series 2006 Bonds, including without limitation, authorizing the release of the Series 2006 Bonds by the Depository at closing. The officers of the City (or any one of them) are hereby authorized to execute and deliver the Bond Purchase Agreement for and on behalf of the City. Said initial purchaser shall have the right to direct the registration of the 2006 Bonds and the denominations thereof within each maturity, subject to the restrictions of this Resolution. Section 9. The proceeds of the 2006 Bonds shall be applied to the payment of the costs of the Project as described in Section 1 hereof, including the payment, if any, of note, warrant or other indebtedness incurred for the payment of certain of said costs and reimbursement to the Authority for costs advanced. Funds not initially required for such costs may be invested in permissible investments of cities of the first class. All such proceeds and funds shall be applied upon order of the members of the Authority. Accrued interest, if any, received from the sale of the 2006 Bonds shall be applied to pay interest falling due on said 2006 Bonds on June 1, 2007. Expenses of issuance of the 2006 Bonds may be paid from the proceeds of the 2006 Bonds. Section 10. The Secretary shall make and certify a duplicate transcript of the proceedings of the Authority with respect to the 2006 Bonds herein authorized, which shall be delivered to the initial purchaser. Section 11. So long as the 2003 Bonds, the 2006 Bonds herein authorized or any additional bonds as hereinafter permitted to be authorized are outstanding and unpaid, the Authority agrees to certify annually to the governing body of the City of Blair, Nebraska, a tax for airport purposes (including the authorized levy of up to 3.50 per $100 of taxable valuation) on the taxable valuation of all taxable property in such City sufficient in amount to pay the principal and interest on the 2003 Bonds, the 2006 Bonds and any such additional bonds as the same fall due and further covenants and agrees that it will establish, maintain and collect fees, rents and other charges for the use and occupancy of its airport facility and for all services, facilities and commodities sold, furnished or supplied from said airport facility which, together with the proceeds of such levy described above shall be in the aggregate sufficient to provide for the maintenance, operation and repair of the airport facility and for the payment of interest on and principal of the 2003 Bonds, the 2006 Bonds herein authorized and any such additional bonds as the same become due. The Authority will punctually perform all duties with reference to the 2006 Bonds required by the Constitution and laws of the State of Nebraska and this Resolution, including the making and collecting of sufficient charges for the use of said airport facility. Section 12. The Authority hereby pledges and hypothecates all revenues, income, receipts, profits and other monies derived from and to be derived from the operation of its airport facility and from the levy of taxes required to be certified pursuant to Section 11 of this Resolution and the income from any additions and improvements to said airport facility for payment of the 2003 Bonds and the 2006 Bonds herein authorized, both principal and interest, equally and ratably. The Authority agrees that all revenues, income, receipts, profits and other monies of the Authority from whatever source derived, including tax revenues, shall be paid to the Treasurer of the Authority who shall not commingle such money with any other money under his control. The pledge of the revenues, including any and all tax revenues, provided for in this resolution for the 2003 Bonds and the 2006 Bonds, subject to the right of the Authority to issue additional bonds as provided in this resolution, is intended as a first and prior pledge of, lien on and security interest in such revenues for the payment of principal of and interest on the 2003 Bonds and the 2006 Bonds, superior to any pledge or promise made with respect to any other indebtedness of the Authority as to the revenues hereby pledged and is intended to be a full exercise of the powers of the Authority provided for in Article 5, Chapter 3, R.R.S. Neb. 1997, as amended, with respect to such revenues. Section 13. The Authority hereby covenants and agrees that so long as any of the 2003 Bonds and 2006 Bonds remain outstanding and unpaid, the Authority shall not issue any additional bonds or other obligations payable out of the revenues, income, receipts, profits and other monies derived from the airport facility and the levy of taxes as described in Section 11 of this Resolution, or any part of any of the foregoing, which are superior to the 2003 Bonds and the 2006 Bonds herein authorized. The Authority, however, shall have the right to issue additional bonds on a parity or equality with the 2003 Bonds and the 2006 Bonds provided the following conditions are met: (a) Any defaults on bonds issued under this Resolution have been made good; and (b) The Resolution under which the additional bonds are issued requires the Authority to certify annually to the governing body of the City of Blair, Nebraska a tax for airport purposes sufficient in amount to pay the principal of and interest on the bonds then outstanding and the proposed additional bonds to be issued as the same fall due. Additional bonds of the Authority issued in conformity with the conditions set forth shall stand on a parity with the 2003 Bonds and the 2006 Bonds and the Authority may make equal provisions for the payment of said bonds and the interest thereon out of the funds of the Airport and may also provide for the creation of reasonable reserves with respect thereto. The term "additional bonds" as used in this Resolution shall mean only those bonds of equal lien to the 2003 Bonds and the 2006 Bonds which are authorized as permitted in this Section 13. Nothing contained in this Section 13 shall be construed as prohibiting the issuance by the Authority of bonds or notes which are subordinate to the 2003 Bonds and the 2006 Bonds and any additional bonds, the principal of and interest of which may be payable from surplus monies, nor shall it prevent the Authority from issuing refunding bonds which will take up and pay off in full the 2003 Bonds or the 2006 -- Bon s or any"part thereof -or any such additional -bonds of any part thereof: Section 14. The Authority hereby agrees that in the event that collections of tax levy monies permitted to be certified by the Authority are insufficient to satisfy the requirements of the 2003 Bonds and the 2006 Bonds issued hereunder, the Authority will establish, maintain and collect fees, rents and other charges for the use and occupancy of the airport facility operated by it for all services, facilities and commodities sold, furnished or supplied from said airport facility, which, together with the proceeds of the maximum levy permitted to be certified shall be in the aggregate, sufficient to provide for the maintenance, operation and repair of said airport facility and for the payment of interest on and principal of the 2003 Bonds and the 2006 Bonds issued hereunder and any additional bonds, provided, however, that the Authority reserves the right to pay principal on the bonds of this issue or any additional bonds by the issuance of refunding bonds as described herein. Section 15. No amendment shall be made to this Resolution nor to any rights of the registered owners of the 2006 Bonds which in any way would be prejudicial to the rights of the registered owners of the 2006 Bonds without first obtaining the written consent of the registered owners of not less than seventy-five percent (75%) in principal amount of said 2006 Bonds then outstanding under this Resolution. The provisions of this Resolution, including the covenants and agreements herein contained, shall constitute a contract by and between the Authority and the registered owners of the 2006 Bonds and the registered owner of any one or more of the 2006 Bonds shall have the right for the equal benefit and protection of all registered owners of such 2006 Bonds to take any action permitted by law to enforce the provisions of this Resolution and the payment of the outstanding 2006 Bonds. Section 16. The Authority further covenants and agrees with each of the purchasers and registered owners of the 2006 Bonds that so long as said 2006 Bonds remain outstanding and unpaid the Authority will operate and maintain the airport facility operated by it in an efficient manner and at a reasonable cost and in good repair; that the Authority will carry the customary usual insurance on airport facilities of the kind maintained and in the amounts normally carried by other similar airports, such insurance to include but not be limited to worker's compensation, public liability, tornado and fire insurance and flood insurance, if available at reasonable rates, and in the event of loss, the proceeds of such insurance shall be used in reconstructing or replacing the property damaged or destroyed (or, in the context of workers' compensation or liability insurance, paying the associated claim or claims) with any surplus remaining available for general corporate purposes of the Authority so long as payment of the 2003 Bonds, 2006 Bonds and any additional bonds has been fully provided for as to payments falling due within the year in which such surplus monies become available. Section 17. The Treasurer of the Authority and the Secretary of the Authority and any other official or employee of the Authority having custody of the funds described and referred to in this Resolution shall be bonded, in addition to their regular official bonds, in amounts sufficient to cover at all times the amount of funds of the Authority held by them and the cost of premiums for obtaining such bonds may be paid as an ordinary operating expense of the Authority. Section 18. The Authority is hereby authorized and directed to keep proper books, records and accounts in which complete correct entries shall be made of all transactions relating to the tax levy funds described herein and the funds of the airport facility. The Authority further agrees that it will within 90 days following the close of each fiscal year cause an audit of its books and records to be made by a certified public accountant showing receipts and disbursements for all accounts of the Authority and such audit will be furnished to the initial purchaser of the 2006 Bonds, and, upon request, to any registered owner of twenty-five percent (25%) or more in principal amount of the 2006 Bonds within 120 days after the close of the fiscal year, and will be available for inspection by the registered owner of said 2006 Bonds. Any registered owner or owners of twenty-five percent (25%) or more in aggregate principal amount of the 2006 Bonds then outstanding shall have the right at all reasonable times to inspect the airport facility and all records, accounts and data of the Authority relating thereto. Section 19, The Authority hereby covenants and agrees that, while any of the 2003 Bonds and 2006 Bonds are outstanding, the Authority will not grant any franchise or right to any person, firm or corporation to own or operate an airport facility in competition with that owned by the Authority. Section 20. The Authority hereby covenants with the purchasers and registered owners of the 2006 Bonds that it will make no use of the proceeds of said issue, including monies held in any sinking fund for the payment of principal of and interest on said bonds, which would cause said bonds to be arbitrage bonds within the meaning of Sections 103(b) and 148 of the Code, and further covenants to comply with said Sections 103(b) and 148 and all applicable regulations thereunder throughout the term of said bond issue. The Authority hereby covenants and agrees to take all actions necessary under the Code to maintain the tax exempt status (as to taxpayers generally) of interest payable on the 2006 Bonds. The Authority hereby further covenants and warrants as follows: (a) No portion of the property or improvements financed from the proceeds of the Bonds will consist of any airplane, health club facility, skybox or other luxury box, facility primarily used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises. (b) All of the net proceeds of the Bonds will be applied to pay the costs of improvements to the Authority's airport facility. All of the property or improvements financed from the proceeds of the Bonds will be owned by the Authority (or the City of Blair, Nebraska, or a successor governmental unit to the Authority or said City) and used for airport purposes so long as any of the Bonds remain outstanding. None of such property shall be leased to any private lessee under terms where such lessee shall have the right to claim depreciation or investment credit with respect to such property (with any and all such rights, if extant, being irrevocably elected against by any such lessee binding upon any and all of its successors). None of such property shall be leased with a term extending beyond 80% of the reasonably expected economic life of the property and no lessee shall have an option to purchase other than at fair market value determined as of the time of exercise of such option. (c) Any and all office space constituting a part of the property or improvements financed by the Bonds shall be located at the airport of the Authority and not more than a de minimis amount of the functions to be performed at such office shall be other than directly related to the day-to-day operations of Authority's airport. (d) None of the property financed by the Bonds shall be or constitute (i) any lodging facility; (ii) any r—eai1- facility(including foo`c anon -beverage facilities in excess of the size necessary to serve the passengers and employees at the Authority's airport, (iii) any retail facility (other than parking) for passengers or the general public located outside the terminal building of the Authority's airport, (iv) any office building for individuals who are not employees of a governmental unit or of the Authority or (v) any industrial park or manufacturing facility. (e) The average maturity of the Bonds does not and shall not exceed 120% of the remaining average reasonably expected economic life of the property and improvements financed or refinanced by the Bonds. (f) Less than 25% of the proceeds of the Bonds will be applied for the acquisition of land or an interest in land. (g) All of the property acquired with the proceeds of the Bonds will be new property with its first use being made pursuant to acquisition from such proceeds. (h) No more than 2% of the proceeds of the Bonds shall be applied to pay any expenses related to the issuance of the Bonds. (i) The Authority shall make payments and reports with respect to arbitrage rebates as required under the terms of Section 148 of the Code and applicable regulations thereunder. 0) No portion of the proceeds of the Bonds will be used to acquire property to be leased to the government of the United States of America or to any department, agency or instrumentality of the government of the United States of America; and no moneys in the debt service fund (or other fund created under the Resolution) shall be invested in investments which cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of the Code. If at any time the moneys in such funds exceed, within the meaning of Section 149(b)(3)(B) of the Code, (i) amounts invested for an initial temporary period until the moneys are needed for the purpose for which the Bonds were issued, (ii) investments of a bona fide debt service fund, and (iii) investments of a reserve which meet the requirement of Section 148(d) of the Code, such excess moneys shall be invested in only those Government Obligations, as otherwise appropriate, which are (A) obligations issued by the United States Treasury, (B) other investments permitted under regulations, or (C) obligations which are (a) not issued by, or guaranteed by, or insured by, the United States or any agency or instrumentality thereof or (b) not federally insured deposits or accounts, all within the meaning of Section 149(b)(3)(B) of the Code. The covenants set forth in this Section 20 are intended to apply to the 2006 Bonds generally. The Authority's covenants are not intended to provide assurance of the tax-exempt status of interest on the 2006 Bonds in the event that, and for any period of time when, any of the 2006 Bonds are held by a "substantial user" of the Project or a "related person" of any such substantial user within the meaning of Section 147(a) of the Code. Section 21. The Authority's obligations under this Resolution and the liens, pledges, covenants and agreements of the Authority herein made or provided for with respect to any or all of the 2006 Bonds shall be fully discharged and satisfied as to any or all of such 2006 Bonds and any such 2006 Bond shall no longer be deemed to be outstanding hereunder if such 2006 Bond has been purchased by the Authority and cancelled or when the payment of the principal of and interest thereon to the respective date of maturity or redemption (a) shall have been made or caused to be made in accordance with the terms thereof or (b) shall have been provided for by depositing with a national or state bank having trust powers, or trust company, in trust, solely for such payment (i) sufficient money to make such payment and/or (ii) direct general obligations of or obligations the principal of and interest of which are unconditionally guaranteed by the United States of America (herein referred to as "U.S. Government Obligations") in such amount and bearing interest and maturing or redeemable at stated fixed prices at the option of the holder as to principal, at such time or times, as will ensure the availability of sufficient money to make such payments; provided, however, that with respect to any 2006 Bond to be paid prior to maturity, the Authority shall have duly called such 2006 Bond for redemption and given notice of such redemption as provided by law or made irrevocable provision for the giving of such notice. Any money so deposited with such bank or trust company may be invested or reinvested in U.S. Government Obligations at the direction of the Authority, and all interest and income from U.S. Government Obligations in the hands of such bank or trust company in excess of the amount required to pay principal of and interest on the 2006 Bonds for which such monies or U.S. Government Obligations were deposited shall be paid over to the Authority as and when collected. Section 22. The use of the Preliminary Official Statement dated October 10, 2006 is hereby approved and deemed final and said Preliminary Official Statement is hereby deemed final as of its date and the Chairman and Secretary are hereby authorized to review and approve on behalf of the Authority a Final Official Statement providing information with respect to the 2006 Bonds. Section 23. In accordance with the requirements of Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission, the Authority hereby agrees that it will provide to Ameritas Investment Corp. (the "Underwriter") and any person making request at least annually or in the alternative to any state information depository ("SID") for the State of Nebraska (no such SID currently exists or is presently expected to exist based upon any current pending legislation), the following financial information or operating data regarding the Authority: (a) the general financial and operating information shown under the heading "FINANCIAL STATEMENT" in the Official Statement for the 2006 Bonds. (b) any additional financial information and operating data which is customarily prepared by the Authority and which is publicly available, including the Authority's most recently prepared audited financial statement, which shall be prepared on the basis of generally accepted accounting principles. The Authority further agrees to provide in a timely manner to the Underwriter, to the Municipal Securities Rulemaking Board (the "MSRB"), to the SID (if any) and to any nationally recognized municipal securities information repository for which the Underwriter makes request, notice of the occurrence of any of the following events with respect to the Bonds, if in the judgment of the Authority, such event is material: (a) principal and interest payment delinquencies, (b) non-payment related defaults, (c) unscheduled draws on debt service reserves reflecting financial difficulties, (d) unscheduled draws on credit enhancements reflecting financial difficulties, (e) substitution of credit or liquidity providers, or their failure to perform, (f) adverse tax opinions or events affecting the tax-exempt status of the 2006 Bonds, (g) modifications to rights of the registered owners of the 2006 Bonds, (h) bond calls, (i) defeasances, (j) release., substitution or sale of property securing repayment of the 2006 Bonds and (k) rating changes. The Authority reserves the right to modify the type of information or the format for any such information provided pursuant to such undertaking, to the extent necessary or appropriate in the judgment of the Authority, so long as any such modification is consistent with the requirements of the Rule. The undertakings of the Authority in this Section are hereby declared to be for the benefit of the registered owners of the Bonds (including beneficial owners of 2006 Bonds held in nominee name, each a "Beneficial Owner") and such covenants may be enforced by the registered owner of any of the 2006 Bonds or by a Beneficial Owner of the 2006 Bonds, provided that any right to enforcement shall be limited to specific enforcement of such covenants and any failure shall not constitute an event of default under this Resolution. The Authority hereby designates its General Manager as the contact person from whom the foregoing information, data and notices can be obtained. Section 24. If any section or sections or any parts of any section or sections of this Resolution are for any reason held to be invalid or unconstitutional, the validity of the remainder of said Resolution shall not be affected thereby. Section 25. All Resolutions or orders or parts thereof in conflict with the provisions of this Resolution are to the extent of such conflict hereby repealed. law. Section 26. This Resolution shall be in full force and effect from and after its passage as provided by ADOPTED this 17th day of October, 2006. 4ha'a n The foregoing Resolution having been read, Member R. Johnson seconded the motion for its passage and adoption and after consideration, roll was called on the passage and adoption of said Resolution and the following members voted "AYE": Lorenzen, R. Johnson, Combs and D. Johnson The following members voted "NAY": None More than the majority of all members of the Authority were in favor of the Resolution and the same was declared adopted. Secret I the undersigned Secretary for the Airport Authority of the City of Blair, Nebraska (the "Authority") hereby certify that the foregoing is a true and correct copy of the proceedings had and done by the Chairman and Board of Directors of said Authority on October 17, 2006; that all of the subjects included in the foregoing proceedings were contained in the agenda for the meeting, kept continually current and readily available for public inspection at the office of the Secretary; that such agenda items were sufficiently descriptive to give the public reasonable notice of the matters to be considered at the meeting; that such subjects were contained in said agenda for at least twenty-four hours prior to said meeting; that at least one copy of all reproducible material discussed at the meeting was available at the meeting for examination and copying by members of the public; that the said minutes from which the foregoing proceedings have been extracted were in written form and available for public inspection within ten working days and prior to the next convened meeting of said body; that all news media requesting notification concerning meetings of said body were provided advance notification of the time and place of said meeting and the subjects to be discussed at said meeting; and that a current copy of the Nebraska Open Meetings Act was available and accessible to members of the public, posted during such meeting in the room in which such meeth