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Home My WebLink About1996.07.02_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY TYPE OF MEETING: Regular DATE: July 2, 1996 TIME: 7:00 p.m. PLACE: Council Chambers, Owasso Community Center Notice and Agenda filed in the office of the City Clerk and posted on the City Hall bulletin board at 4:00 p.m. on Friday, June 28, 1996. Marcia outwell, City Clerk AGENDA 1. Call to Order 2. Invocation Robert Carr Public Works Director 3. Flag Salute 4. Roll Call 5. Request Approval of the Minutes of June 18, 1996 Regular Meeting. Attachment #5 Owasso Public Works Authority July 2, 1996 Page 2 6. Request Approval of Claims Attachment #6 7. Consideration and Appropriate Action Relating to a Request for Trustee Adoption of OPWA Resolution #96 -03, a Resolution Authorizing The Owasso Public Works Authority to Issue It's Utility Revenue Bonds, Series 1996 in an Approximate Aggregate Principal Amount of $5,340,000 for the Purpose of Acquiring the Bailey Golf Ranch; Waiving Competitive Bidding for the Sale of Said Bonds and Authorizing Same to be Sold on a Negotiated Basis at a Discount; Approving a Bond Purchase Agreement Pertaining to the Negotiated Sale of the Bonds; Approving a Supplemental Bond Indenture Authorizing the Issuance and Securing the Payment of Said Bonds; Agreeing to Provide Secondary Market Disclosure; Approving an Amendment to Lease with the City Relating to the Public Golf Course; Approving a Second Supplemental Security Agreement Pertaining to the Use and Pledging of the City's 3 % Sales Tax; Approving a Depository Bank Agreement with First Bank of Owasso; Authorizing and Directing the Execution and Delivery of the Bonds and Other Documents Relating to the Transaction; Declaring the Bonds to be Bank Qualified; and Containing Other Provisions Relating Thereto. 1 Mr Ray Attachment #7 Staff will recommend Trustee approval of OPWA Resolution #96 -03. 8. Report from OPWA Manager Owasso Public Works Authority July 2, 1996 Page 3 9. Report from OPWA Attorney 10. Unfinished Business 11. New Business 12. Adjournment OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, June 18, 1996 The Owasso Public Works Authority met in regular session on Tuesday, June 18, 1996 in the Council Chambers at the Owasso Community Center per the Notice of Public Meeting and Agenda posted on the City Hall bulletin board at 4:00 p.m. on Friday, June 14, 1996. ITEM 1: CALL TO ORDER Chairman Ewing called the meeting to order at 7:42 p.m. ITEM 3: ROLL CALL PRESENT Danny Ewing, Chairperson Michael Helm, Trustee Tracy Standridge, Trustee STAFF Rodney J Ray, City Manager Ronald D Cates, Authority Attorney Marcia Boutwell, Authority Secretary A quorum was declared present. ABSENT Joe Ramey, Vice Chairperson Mary Lou Barnhouse, Trustee ITEM 4: REQUEST APPROVAL OF THE MINUTES OF JUNE 7. 1996 REGULAR MEETING. Mr Helm moved to approve the minutes as written, by reference hereto; seconded by Mr Standridge. AYE: Helm, Standridge, Ewing NAY: None Motion carried 3 -0. ITEM 5: REQUEST APPROVAL OF CLAIMS Mr Standridge moved, seconded by Mr Helm, to approve the following claims as submitted: (1) OPWA Fund $117,419.69; (2) Payroll #1 $24,654.06; (3) Payroll #2 $26,436.13. Owasso Public Works Authority AYE: Standridge, Helm, Ewing NAY: None June 18, 1996 Motion carried 3 -0. ITEM 6: CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR TRUSTEE ADOPTION OF OPWA RESOLUTION #96 -02, A RESOLUTION DETERMINING THAT OWNERSHIP AND OPERATION OF A PUBLIC GOLF COURSE IS AN AUTHORIZED AND PROPER FUNCTION OF THE CITY OF OWASSO, ACCEPTING THE RESIGNATION OF LEO OPPENHEIM & CO INC AS FINANCIAL CONSULTANT TO THE AUTHORITY, SELECTING AN UNDERWRITER FOR AN ANTICIPATED SERIES 1996 OPWA REVENUE BONDS, APPROVING THE FINAL OFFICIAL STATEMENT OF SAID BONDS, AND AUTHORIZING THE DISTRIBUTION OF SAID OFFICIAL STATEMENT BY APPROVED AGENTS OF THE OWASSO PUBLIC WORKS AUTHORITY. Keith McDonald of Leo Oppenheim & Co Inc, and Scott Brown of Fagen Brown Bush Tinney & Kiser addressed the Council concerning Resolution #96 -02. The resolution determines that it is a proper function of the City of Owasso to own a public golf course, selects the firm of Leo Oppenheim & Co Inc as underwriters for revenue bonds to be issued to finance the acquisition of a golf course, approves the official statement, and authorizes the underwriter to distribute the official statement. It also accepts the resignation of Leo Oppenheim & Co Inc as Financial Consultant to the Authority. Mr Helm moved, seconded by Mr Standridge, to approve OPWA Resolution #96 -02. AYE: Helm, Standridge, Ewing NAY: None Motion carried 3 -0. ITEM 7: CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST TO SOLICIT BIDS FOR CONTRACTING RESIDENTIAL REFUSE SERVICES TO A PRIVATE VENDOR. Mr Carr said that bids have been received and opened on a new refuse collection vehicle. Because of the high cost of the vehicle, staff believes that it is appropriate to evaluate the overall costs of providing residential refuse collection services. Part of that evaluation will include privatizing the refuse collection and disposal services. Bid specifications and contract documents will be completed, advertised and mailed to potential vendors. Services in the specifications will include all services that the city is now prorividng. All bidders for the new refuse collection vehicle have agreed to extend their bids to the end of July, to allow time for responses and evaluation of those responses for private vendors. It is expected that a final recommendation 2 W Owasso Public Works Authority June 18, 1996 will be made to the Trustees by the end of July. Mr Standridge moved, seconded by Mr Helm, to authorize the solicitation of bids for contracting residential refuse collection and disposal services to a private vendor. AYE: Standridge, Helm, Ewing NAY: None Motion carried 3 -0. ITEM 8: REPORT FROM OPWA MANAGER Chairman Ewing introduced members of Boy Scout Troop #93, who were attending the City Council meeting as apart of the requirement for their Citizenship badge. Attending were v Michael Wise, Clayton West, Tim Pace, and adult leaders John Wise and Mark West. ITEM 9: REPORT FROM OPWA ATTORNEY No report. ITEM 10: UNFINISHED BUSINESS None. ITEM 11: NEW BUSINESS None. an ITEM 12: ADJOURNMENT Mr Helm moved, seconded by Mr Standridge, to adjourn. AYE: Helm, Standridge, Ewing NAY: None Motion carried 3 -0 and the meeting was adjourned at 8:04 p.m. Marcia Boutwell, Authority Secretary 3 Danny Ewing, Chairperson 1p rTTY nF nWAP�;CT n'wAgcn PTTPT.Tr wnRKfi ATTTmnPTTV .A / ?R /9A R 1 R- 1 5 A /P M.ATM^ PF.PnPT APAPVP PAGP, PO # VF.NT)nR 5P5;r.PTPTTnN AMnilvIT ---- - - - - -- ------------------- - - - - -- ------------------- - - - - -- ------- - - - - -- 9A ?5 ?O PTT(':HANAN (7nNFTR ?T(.TTnN 9A ?57jA PAMFT.A wnr)rF.c nF.PARTMFNT TnTAT. = = = =`, nPWA ADMTNTnTRATMN ------------------------ - - - - -- RFF ?TNi) nVFPPAVMFNT RFFTTNn nVFRPA'rMFNT 9A[11 97 WFqTFRN P?MTNFPP PRnT)TTrTR rnRTFR MATNT 9A''95? nFFTrF nFPnT r.A.RT) PI,A.N nFFT ^F ..UPPT.TFc 9A9557 'FAIrT'R rT.tIP TANTTnp /MATNT F?TPPT.TF^. 9A ?551 nAM'R rI.TTP rnPY;'rnMPTTTFR PAPER 9A755R TRFA�;'TTRFR PETTY rA!;FT RFTMR PETTY rA ;N T)FPARTMFNT TnTAT. = = = =) I%] ATF.R ------------------------ - - - - -- 9A? 959 nPPTrF T)FPnT CART) PT.AN 9A ?Rf11 RTANT)APT) ATTTn giTPPT.Y 9A ?RR7j GARY Mn!--.'PR 9A ?441 Pl.A.rF`PTTRTd MATTTTFAr.TTTRT!TG 9AT494 :TnANNY PnGFT?`; 9A ?495 PPAT) ^PART {MAN 9A:?49A nnrAR M-:T.A ?TRTN 9A ?497 TYRnNF T)TWTN. 9A9501 WATFP PRnn!TrTfi TNr. 9A ?50R T.AR�;FN FT.FrTRnNTrS7 TN(7 9A'7504 WATER PPnnTTrTq TNr 9A9.5A1 WATFR PRnnITt.TR TNr, 9A?5AR w rnNcTRITrTTnN_ TNr 9A?5A9 WATFR PRnnTTrT9; TNr 9A ?c,70 APrn TNr 5PPAPTMFNT TnTAT. 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RAM'R MAIR JANTT(nR /MATI;T RTTPPT.TF..C; ;R_04 9A ?55R TRFAgTIRFR PETTY r4ST4 RF.TMR PETTY (.ART4 15 DO nFPARTMF.NT TtnTAT, = = = =7 ;9A-R5 FTTNn TnTAT. ____!• ?,440_5? OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING 06/22/96 APPROVE 07/02/96 Chairman Trustee Trustee OVERTIME TOTAL DEPARTMENT EXPENSES EXPENSES Water 868.88 6J28.59 Refuse 0.00 3,358.37 APPROVE 07/02/96 Chairman Trustee Trustee TO: THE HONORABLE MAYOR AND CITY COUNCIL CITY OF OWASSO THE HONORABLE CHAIR AND TRUSTEES OWASSO PUBLIC WORKS AUTHORITY THE HONORABLE CHAIR AND TRUSTEES OWASSO PUBLIC GOLF AUTHORITY FROM: RODNEY J RAY CITY MANAGER SUBJECT: REQUEST FOR APPROVAL OF RESOLUTIONS DATE: June 28, 1996 BACKGROUND: Pursuant to discussions and official actions of the City Council, Owasso Public Works Authority, and Owasso Public Golf Authority, the agendas for each entity contain request for actions that, if approved, will finalize and authorize the sale of revenue bonds in the amount of $5,340,000 for the purpose of financing the acquisition of the Bailey Golf Ranch property and assets. Should the Council, serving as members of all three entities, desire to finalize the strategy for that "take over ", the following actions are required by the entity specified: OPWA - Resolution #96 -03 authorizes the issuance of $5,340,000 revenue Bonds, waives competitive bidding on the Bonds, approves a Bond purchase agreement with Leo Oppenheim & Co Inc whereby they agree to purchase all Bonds for resale, approves a Supplemental Bond Indenture, amends the lease between the City and OPWA of assets, adds the golf course to the Security Agreement, establishes a Depository Bank Agreement with First Bank of Owasso, and authorizes the Chair or Vice Chair to execute and have delivered the Bonds upon receipt of purchase price. NOTE - The Resolution and documents are attached as Attachment #7 in the OPWA agenda. OPGA- OPGA Resolution #96 -04 authorizes the transfer of the deed to the Bailey Golf Ranch to the City of Owasso in return for funds in an amount equal to the existing debt on the outstanding OPGA Recreational Facilities Revenue Bonds, Series 1992. NOTE: Resolution is attached as Attachment #4 in OPGA agenda. REQUEST FOR APPROVAL OF RESOLUTIONS JUNE 28, 1996 PAGE 2 CITY OF OWASSO - Resolution #96 -11 authorizes the appropriation of a portion of City sales tax to the OPWA if such is necessary, and approves a Supplemental Security Agreement adding the course to the assets of the City and using such as security for indebtedness. NOTE: Resolution #96 -11 is attached as Attachment #6 in the City Council agenda. Resolution #92 -12 provides legal determination that operation of a golf course is an authorized function of the City, approves the issuance of debt by the OPWA in the amount of $5,340,000, approves all of the other actions taken by the OPWA shown above, and additionally, declares the Bonds to be Bank Qualified and tax exempt. NOTE: Resolution #96 -12 is attached as Attachment #7 in the City Council agenda The Bond Counsel and Financial Advisor will be present to answer questions relating to the above items. Generally, nothing has changed since our last discussions. By taking the above actions, the strategy outlined in March will be finalized, the golf course will be purchased and the old Bonds paid off. COST OF ISSUANCE: The cost of issuing these Bonds is as follows: Attorney Fees Attorney Expenses Bond Printing Official Statement Printing Financial Advisor /Underwriter Fee Underwriter Expense Trustee Bank - $90,112.50 - $3,000.00 (not to exceed) - $1,500.00 (not to exceed) - $3,460.00 (not to exceed) - $93,450.00 - $2,856.06 (not to exceed) - $2,500.00 (approximate) A review of these costs indicate they are well within the range of fees normally charged for the services provided. Actually, they are in the middle of that range and represent an acceptable level of cost. RECOMMENDATIONS: The staff recommends approval of the above - listed resolutions. REQUEST FOR APPROVAL OF RESOLUTIONS JUNE 28, 1996 PAGE 3 ATTACHMENTS: 1. OPWA Attachment #7 - OPWA Resolution #96 -03 2. OPGA Attachment #4 - OPGA Resolution #96 -04 3. City Council Attachment #6 - Resolution #96 -11 4. City Council Attachment #7 - Resolution #96 -12 OWASSO PUBLIC WORKS AUTHORITY RESOLUTION NO 96 -03 A RESOLUTION OF THE OWASSO PUBLIC WORKS AUTHORITY AUTHORIZING THE OPWA TO ISSUE ITS UTILITY REVENUE BONDS, SERIES 1996 IN AN APPROXIMATE AGGREGATE PRINCIPAL AMOUNT OF $5,340,000 FOR THE PURPOSE OF ACQUIRING THE BAILEY GOLF RANCH ; WAIVING COMPETITIVE BIDDING FOR THE SALE OF SAID BONDS AND AUTHORIZING SAME TO BE SOLD ON A NEGOTIATED BASIS AT A DISCOUNT; APPROVING A BOND PURCHASE AGREEMENT PERTAINING TO THE NEGOTIATED SALE OF THE BONDS; APPROVING A SUPPLEMENTAL BOND INDENTURE AUTHORIZING THE ISSUANCE AND SECURING THE PAYMENT OF SAID BONDS; AGREEING TO PROVIDE SECONDARY MARKET DISCLOSURE; APPROVING AN AMENDMENT TO LEASE WITH THE CITY RELATING TO THE BAILEY GOLF RANCH; APPROVING A SECOND SUPPLEMENTAL SECURITY AGREEMENT PERTAINING TO THE USE AND PLEDGING OF THE CITY'S THREE PERCENT (3 %) SALES TAX; APPROVING A DEPOSITORY BANK AGREEMENT WITH FIRST BANK OF OWASSO; AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF THE BONDS AND OTHER DOCUMENTS RELATING TO THE TRANSACTION; DECLARING THE BONDS TO BE BANK QUALIFIED; AND CONTAINING OTHER PROVISIONS RELATING THERETO. BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY THAT: Section 1: Indebtedness Authorized. The Owasso Public Works Authority (the "Authority ") is authorized to incur an indebtedness by the issuance of its Utility Revenue Bonds, Series 1996 (the "Bonds "), in an approximate aggregate principal amount of $5,340,000, pursuant to the terms and conditions of the Supplemental Bond Indenture approved by Section 4 hereof, for and on behalf of the City of Owasso, Oklahoma for the purpose of, among other things, (i) acquiring the Bailey Golf Ranch in the name of the City, (ii) establishing a reserve for the payment of said Bonds; and (iii) paying costs of issuance of the Bonds. Section 2: Competitive Bidding Waived: Discount Authorized. Competitive bidding on the sale of said Bonds is waived and said Bonds are authorized to be sold pursuant to the Bond Purchase Agreement approved in Section 3 hereof; said Bonds are authorized to be sold at a discount not to exceed % of the face amount and will bear interest at a rate not to exceed an average rate of %per annum, all as will be more fully set out in the documents approved hereby. Section 3: Bond Purchase Agreement. The Bond Purchase Agreement between the Authority and Leo Oppenheim & Co Inc, offering to purchase the Bonds is hereby approved and the Chair or Vice Chair is authorized and directed to execute and deliver same for and on behalf of the Authority and the Chair or Vice Chair is authorized and directed to execute and deliver a Certificate of Determination setting out the final principal amount, interest rate, maturity and redemption provisions all within the limitations approved hereby, such execution and delivery by the Chair or Vice Chair of the Bond Purchase Agreement and Certificate of Determination to be conclusively binding upon the Authority as to the terms and conditions contained thereon including principal amount and maturity of the Bonds, interest rates, redemption provisions and discount. Section 4: Supplemental Bond Indenture. The Supplemental Bond Indenture dated as of July 1, 1996, as it supplements and amends the Bond Indenture dated as of November 1, 1988, by and between the Authority and the First National Bank and Trust Company of Tulsa, as Trustee authorizing the issuance and securing the payment of the Bonds approved in Section 1 hereof, is hereby approved, the Chair or Vice Chair is authorized to approve any change thereto, and the Chair or Vice Chair is authorized and directed to execute and deliver same for and on behalf of the Authority, such execution and delivery to be conclusive upon the Authority as to the approval of said Bond Indenture. Section 5: Continuing Disclosure. The Authority agrees and shall enter into an undertaking to provide secondary market disclosure as contemplated by SEC Rule 15(c)(2) -12 as published in the Federal Register on November 17, 1994, if required. Section 6: Amendment to Lease. The Amendment to Lease dated as of July 1, 1996, between the City, as lessor, and the Authority, as lessee pertaining to the leasing of the Bailey Golf Ranch by the City to the Authority is adopted and approved and the Chair or Vice Chair is authorized and directed to execute and deliver same for and on behalf of the Authority. Section 7: Second Supplemental Securing Agreement. The Second Supplemental Security Agreement dated as of July 1, 1996, between the Authority and the City pertaining to the use and pledging of the City's three percent (3 %) Sales Tax as security for the Bonds is adopted and approved and the Chair or Vice Chair is authorized and Directed to execute and deliver same for and on behalf of the Authority. Section 8: Depository Bank Agreement. The Depository Bank Agreement dated as of July 1, 1996, by and between the Authority and First Bank of Owasso pertaining to the deposit of utility revenue and sales tax revenue and the transfer of same as required by the Bond Indenture is adopted and approved and the Chair or Vice Chair is authorized and Directed to execute and deliver same for and on behalf of the Authority. Section 9: Execution and Approval of Necessary Documents. The Chair or Vice Chair is hereby authorized and directed on behalf of the Authority to execute and deliver the Bonds to the purchasers of said Bonds upon receipt of the purchase price, and are further authorized and directed to approve on behalf of the Authority and execute all necessary contracts, documents, certificates and closing papers required by Bond Counsel; approve the disbursement of the proceeds of the Bonds; to approve any changes to the documents approved hereby; and to execute, record and file any and all the necessary mortgages, financing statements, security instruments, including but not limited to the documents approved hereby and to consummate the transaction contemplated hereby, the execution and delivery of all such documents of the Chair or Vice Chair of the Authority being conclusive as to the approval of the Authority thereof. Section 10: Bank Qualified. The Authority reasonably anticipates that the aggregate amount of "qualified tax- exempt obligations ", as defined in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code "), which will be issued by the Authority and all subordinate entities (as said term is used in the Conference Report 99 -841 on the Tax Reform Act of 1986, page (II -334)) thereof during the calendar year 1996 will not exceed $10,000,000, and hereby covenants and agrees, as a material inducement and consideration to the purchase of the Bonds by the purchaser, that neither it nor any subordinate entity will, during calendar year 1996 issue "qualified tax- exempt obligations ", as defined in Section 265(b)(3) of the Code, in an aggregate amount exceeding $10,000,000. It is the purpose and intent of this section that the Bonds shall constitute and the Bonds are hereby designated as "qualified tax- exempt obligations" as defined in Section 265(b)(3)(B) of the Code, in order that the purchasers of the Bonds may avail themselves of the exception contained in said Section 265(b)(3)(B) with respect to interest incurred to carry tax- exempt bonds. The Authority hereby covenants and agrees that it will not designate as "qualified tax- exempt obligations" more than $10,000,000 in aggregate amount of obligations issued by it or any subordinate entity during calendar year 1996. APPROVED AND ADOPTED this 2nd day of July, 1996 by the Owasso Public Works Authority. ATTEST: Marcia Boutwell, Secretary APPROVED AS TO FORM: Ronald D Cates, Trust Attorney 1 Danny Ewing, Chairperson JUN -28 -96 12:21 FROM:FACIN BROWN BUSH ID:4052352807 PACE 2/9 ]301, -D pURCHASE CONTRACT RE: The Owasso public Works Authority Utility Revenue Bonds, Series 1996 (the °Bonds ") THIS BOND pUp.CHASE CONTRACT (hereinafter called "Contract") is submitted by and made on the 2nd day of July, 1996, by Leo Oppenheim & Co., Inc., Oklahoma City, Oklahoma (the "Underwriter "), to the Trustees of The Owasso Public Works Authority, Owasso, Oklahoma (the "Authority "). 1. Upon the terms and conditions and upon the basis of the representations contained herein, the Authority agrees to sell to the Underwriters and the Underwriters agree to purchase from the Authority all, but not less than all, of the above referenced Bonds. The Bonds shall be in the approximate aggregate principal amount not to exceed $5,340,000, dated July 1, 1996, mature as to principal or be subject to mandatory redemption on July 1 in each of the years 1999 through 2017, inclusive, and bear interest payable each January 1 and July 1 at the rates set forth in the hereinafter described Bond Indenture and as set out on a Certificate or Certificates of Determination executed by an authorized officer of the Authority. A. The purchase price to be paid to the Authority for the Bonds shall be set out on a Certificate of Determination executed by authorized officer of the Authority but shall be at a discount not to exceed 1.75% of the amount of Bonds issued and said Bonds shall bear interest at an average annual rate not to exceed 6.25 %. B. The Bonds shall be delivered not later than the 30th day of July, 1996, or such later date as may be agreed upon in writing. Payment for the Bonds shall be made by the Underwriters in immediately available funds to the order of the Authority at the Trustee Bank on which date the Authority shall deliver the Bonds in definitive form, duly executed and authenticated, together with the other documents hereinafter mentioned and the Underwriters, shall accept such delivery and pay the purchase price of the Bonds as set forth above. Delivery and payment shall be made at a place designated for such purpose by the Underwriters. Such payment and delivery is herein called the "Closing." The Bonds will be delivered as fully registered bonds in authorized denominations and registered in such names as the Underwriters may request at least seventy -two (72) hours prior to the Closing_ If the Underwriters request, the Bonds will be made conditionally available to them sixty (60) hours prior to the Closing, for checking and packaging. C. Counsel to the Authority shall be Ronald D_ Cates, Esq_, Tulsa, Oklahoma. JUN -28 -96 12 =22 FROM =FAGIN BROWN BUSH ID= 4052352807 PAGE b. Bond Counsel shall be Fagin, Brawn, Bush, Tinney & Kiser, Oklahoma City, Oklahoma_ 3/9 E. The Bond Trustee shall be Liberty Bank and Trust Company I of Tulsa, National Association. 2. The Bonds are being issued on a parity with the Authority's Public Improvement Revenue Bonds, Series 1988, Series 1993A Promissory Note and Series 1993B Promissory Note. The Bonds are being issued for the purpose of (i) acquiring the Bailey Golf Ranch in the name of the Beneficiary to be leased to the Authority, (ii) funding a debt service reserve, and (iii) paying certain legal and financing costs. The Bonds are issued pursuant to the terms of a Bond Indenture dated as of November 1, 1988, as heretofore modified and supplemented pursuant to a Series 1993A supplemental Bond Indenture, a Series 1993B Supplemental Bond Indenture, both dated as of April 1, 1993, and as further modified and supplemented by a Series 1996 Supplemental Bond Indenture dated as of May 1, 1996, and all being between the Authority and the Trustee (collectively, called "Indenture ") . All capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture. The Bonds shall be solely the obligations of the Authority and not of the State of Oklahoma nor the Beneficiary. The Bonds are payable solely out of (i) the income, revenues and receipts derived or to be derived from the operation of the water, sanitary sewer and garbage and trash collection systems of the City, and the Bailey Golf Ranch of the City, (ii) a portion of the City's 3% sales tax, and (iii) the funds and accounts held under and pursuant to the Indenture and pledged therefor or other income, revenues and receipts received by the Authority from any other sources as a result of the investment or expenditure of the proceeds derived from the issuance of the Bonds, including, but not by way of limitation, other monies which, by law or contract, may be made available to the Authority and pledged under and in the manner prescribed in the Indenture. The Authority shall authorize the preparation and use of the Official Statement, and the information therein contained, to be used in connection with the public offering and sale of the Bonds. 3. The Authority represents and warrants to the Underwriter that to the best of their knowledge (i) the information in the Official Statement as of its date was true and correct in all material respects and did not omit any statement or information which is necessary to make the statements and information contained therein not misleading, in any material respect; and (ii) both at the time hereof and at the time of the Closing, the Authority has the legal right to enter into the Indenture, the Lease Agreement, the Security Agreement and this Bond Purchase Contract and to engage in the transactions described therein and herein. ON JUN -28 -96 12:23 FROM :FACIN BROWN BUSH ID:4052352807 PACE 4/9 4. You shall deliver or cause to be delivered to us, promptly after your acceptance thereof, Copies of the Official Statement deemed final by the Authority relating to the Bonds, with only such changes therein as shall have been accepted by us (the "Official Statement ") signed on your behalf by the Chairman of the Authority and the financial statements of the Authority for the year ended ,Tune 30, 1995. Our execution of this Bond Purchase Contract shall constitute acceptance of the Official Statement. In connection with the public offering and sale of the Bonds, you authorize the use by the Underwriters of copies of the Official Statement, the Indenture, the Lease Agreement and the Security Agreement. The Authority represents and warrants that the Preliminary Official Statement used in connection with the Authority's Utility Revenue Bonds, Series 1996, is "deemed final" except for the delivery dates and other terms of the Bonds depending on such matters all with respect to the Bonds (the "Permitted Omissions ") for the purposes of Section (b) (1) of Rule 15c2 -12 of the Securities and Exchange commission (the "Rule ") ; provided, however, that the Authority makes no representation or warranty as to the Permitted Omissions. If, at any time prior to the earlier of (i) ninety days from the end of the Underwriting Period (as defined in Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934, as amended) , or (ii) the time when the final official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than twenty -five days following the end of the Underwriting Period (as defined in Rule 15c2 -12), the Authority has actual knowledge or notice of any event or information with the result that either of the final Official Statement may include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Authority agrees to notify the Underwriter concerning such event or information in writing. Upon the request ' of the Underwriter, the Authority shall prepare and deliver to the Underwriter, at the expense of the Authority, as many copies of an amendment or supplement to the final Official Statement, necessary op to correct any untrue statement or omission therein, as the Underwriter may reasonably request. S. The obligations of the Authority and the Underwriters herein shall be subject to the performance by the parties of their obligations, as herein stated, and the following conditions: 3 1 A. At the time of the Closing (i) the Indenture, the Lease Agreement and the Security Agreement shall be in full force and effect, and shall not have been hereafter amended, modified or supplemented except as may have been ' agreed to in writing by the Underwriter and the 3 1 JUN -28 -SG 12:23 FROM:FAGIN BROWN BUSH ID =4052352807 PAGE 5/9 Authority. There shall be in full force and effect such resolutions as shall, in the opinion of Bond Counsel, be necessary in connection with the transactions contemplated hereby, (ii) the Authority shall perform or have performed all of their obligations required under or specified in this Bond Purchase Contract, the Indenture, the Security Agreement and the Lease Agreement to be performed at or prior to the closing, and (iii) the documents, opinions, certificates and requirements enumerated in the Bond indenture shall have been filed with the Trustee. B. At the time of the Closing, no litigation, except any which may be exempted in writing by the Underwriter, shall be pending or threatened which would (i) contest the creation, existence or powers of the Authority or the validity of any of the proceedings of either taken in conjunction herewith, (ii) restrain or enjoin the issuance of the Bonds, or in any way question or affect the validity or enforceability of the Bonds, the Bond Indenture, Security Agreement, Lease Agreement or any other instrument, contract or document relating to the Bonds including this Bond Purchase Contract. C. At or prior to the Closing, unless otherwise agreed to by the Underwriters, the Underwriters shall receive: (i) The legal market opinion of Bond Counsel, dated the date of Closing, in customary market form and the supplemental opinion of Bond Counsel to the effect that the Bonds, the Bond Indenture, Lease Agreement and the Security Agreement conform as to form and tenor with the terms and provisions thereof summarized in the official Statement. (ii) A copy of the Official Statement executed on behalf of the Authority by its Chairman or Vice- Chairman and executed by all experts whose reports are contained therein. (iii) Certificates dated the date of Closing executed on behalf of the Authority by its Chairman or Vice - Chairman that to the best of their knowledge, (a) there is no litigation of the nature described in subparagraph 4(B) above pending or threatened, (b) the representations herein contained are true and accurate as of the time of the Closing and that the Authority or the City has no knowledge that the information with respect to the Authority or the City contained in the Official Statement as of the date of Closing is not true or correct in all material respects or omits any statements or information which is necessary to make the statements and information 4 JUN -28 -96 12 =24 FROM =FAGIN BROWN BUSH ID =40S2352807 PAGE 6/9 contained therein not misleading in any material respect, (c) the Authority or the City have complied with all of the agreement and satisfied all the conditions on their part to be performed or satisfied at or prior to the time of Closing, (d) since the date hereof no event has occurred which should have been set forth in an amendment or supplement to the Official Statement including the information set forth in the exhibits thereto which has not been set forth in such an amendment or supplement, and (e) to the best of their knowledge, after reasonable investigation since the date hereof there has been no material adverse change in the financial position or results of operation of the Authority or the City except as set forth in or contemplated by the exhibits to the Official Statement. (iv) The opinion of counsel to the Authority, dated the date of Closing, addressed to the Underwriters, to the effect that (a) the Bond Purchase Contract has been duly authorized, executed and delivered by the Authority and constitutes a binding and enforceable agreement of the Authority in accordance with its terms; (b) the Lease Agreement and Security Agreement have been duly authorized, executed and delivered by the Authority and the City; (c) the Authority has approved the Official Statement and the execution and delivery thereof to the Underwriters; (d) to the best of his knowledge, there is no action, suit, proceeding, or investigation at law or in equity before any or by any court, public board or body, pending or threatened, against or affecting the Authority or the City, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Official Statement, the Bond Indenture, the Security Agreement, the Lease Agreement and the Bond Purchase Contract or the validity of the Bonds; (e) nothing has come to his attention to lead him to believe that the information in the Official Statement with respect to the Authority and the City is not correct in all material respects or omits any statement which, in his opinion, should be included or referred to therein. (v) Executed counterpart of the Bond Indenture, the Lease Agreement and the Security Agreement. (vi) Certified copies of the authorizing resolutions of the governing boards of the Authority and The City of Owasso. (vii) The Owasso Public Golf Authority has conveyed good merchantable title to the Bailey Golf Ranch to the City. S JUN- "Lti -`,jb 12:24 1-MUM ! FAG I N BROWN BUSH 1 D _ 4052352807 PAGE (viii) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriters or Bond Counsel may reasonably request in connection with the transactions contemplated hereby. 6. In addition, the Underwriters shall have the right to cancel this Bond Purchase Contract by notifying the Authority and the City in writing, if, at any time at or prior to the Closing, one or more of the following occurs: A. There shall have occurred any change or any development involving a prospective change in or affecting particularly the finances, properties or operations of the Authority or the City which, in the reasonable opinion of the Underwriters, materially impairs the investment quality of the Bonds; B. The market price of the Bonds, or the market price of general credit or revenue obligations issued by states or political subdivisions thereof, or the market price of revenue obligations of the character of the Bonds shall (in the reasonable opinion of the Underwriters) have been materially adversely affected by reason of: (i) Legislation enacted by the Congress or favorably reported for passage to either House of Congress by any Committee of such House to which such legislation has been referred for consideration, or (ii) A decision rendered by a Court of the United States or the United States Tax Court, or (iii) An order, ruling or regulation made by the Treasury Department of the United States or the Internal Revenue Service in each case with the purpose or effect, directly or indirectly, of imposing Federal income taxation upon such interest as would be received by the holders of the Bonds or upon such income as would be received by the Authority or the City; C. Trading in securities generally on the New York Stock Exchange shall have been suspended, minimum prices shall have been established on such Exchange or a banking moratorium shall have been enacted by Federal, New York State or Oklahoma authorities; D. An order, decree or injunction or any court of competent jurisdiction, or any order, ruling, regulation or administrative proceedings by any governmental body or board, shall have been issued or commenced or if any legislation shall have been enacted by the Congress, with A 5 7/9 JUN -26 -96 12 =25 FROM =FAGIN BROWN BUSH ID= 4052352807 PAGE the purpose or effect of prohibiting the public offering or sale of the Bonds as contemplated hereunder; E. The United States shall be or become engaged in any major outbreak of armed hostilities which results in the declaration of a national emergency; F. Any event shall have occurred, or shall in fact exist, that, in the opinion of the Underwriters, makes untrue or incorrect, in any material respect, any material statement or information contained in the Official Statement. G- Litigation is filed which in the opinion of Bond Counsel reasonably would have an adverse effect on the transaction or the Bonds. if the obligations of the Underwriters shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and thereafter the Underwriters, the Authority nor the City shall have any further obligations hereunder. 46 7. All representations and warrants of the Authority and the r" City shall remain operative and in full force and effect regardless � of any investigation made by or on behalf of the Underwriters and shall survive delivery of the Bonds. 8. The Authority and the City will cooperate in obtaining the qualification of the Bonds for sale and the determination of their eligibility for investment under the lags of such jurisdictions as the Underwriters designate, and will use their best efforts to continue such qualifications in effect so long as required for the distribution. F9. The Authority and the City will not assist in the amending or supplementing of the Official Statement insofar as it pertains to the Authority or the City without the Underwriter's consent and will advise the Underwriters promptly of the institution of any proceedings by any governmental agency or otherwise affecting the use of the Official Statement in connection with the offering, sale and distribution of the Bonds. 14_ The Underwriters shall be under no obligation to pay any expenses incidental to the performance of the obligations of the Authority, the City or the Trustee Bank under this Agreement, such as legal fees, document printing and /or preparations charges, rating agency fees, bond printing expenses, acceptance fees, recording and filing fees. 11. This Agreement has been and is made solely for the benefit of the Underwriters and their respective successors and 16 assigns, the Authority and the City and no other person, 7 11 8/9 JUN- 1t3 -yb 12:25 tRUM:FAGIN BROWN BUSH 10:4052352807 PACE partnership, association or corporation shall acquire or have any right under or by virtue of this Agreement. The terms "successors" and "assigns" shall not include any purchase or Bonds from the Underwriters merely because of such purchase. 12. This Agreement shall be governed by the laws of the State of Oklahoma. LEO OPPENHEIM & CO., INC. By: ACCEPTED THIS 2ND DAY OF JULY, 1996. THE OWASSO PUBLIC WORKS AUTHORITY By: Chairman M THE OWASSO PUBLIC WORKS AUTHORITY I TO 1-1 US COMPANY TRUST OF TULSA, LIBERTY BANK AND C S , NATIONAL ASSOCIATION as Trustee SERIES 1996 SUPPLEMENTAL BOND INDENTURE IDATED AS OF JULY 1, 1996 This Series 1996 Supplemental Bond Indenture as it modifies and supplements a Bond Indenture dated as of November 1, 1988, being by and between The Owasso Public Works Authority and The First National Bank and Trust Company of Tulsa, as Trustee together with any bond indenture supplemental hereto authorizing the OR issuance of bonds thereunder as provided herein constitutes a security agreement authorizing the issuance and securing the payment of bonds of The Owasso Public Works Authority entitled "The Owasso Public Works Authority Utility Revenue Bonds, Series 1996" in the aggregate principal amount of $ THE OWASSO PUBLIC WORKS AUTHORITY UTILITY REVENUE BONDS, SERIES 1996 SERIES 1996 SUPPLEMENTAL BOND INDENTURE T A B L E O F C O N T E N T S Page RECITALS . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I DEFINITIONS AND INCORPORATION OF BOND INDENTURE . . . . . . . . . . . . . . . . 3 Section 1.01 Definitions . . . . . . . . . . . . . . . 3 Section 1.02 Interpretation . . . . . . . . . . . . . 4 ARTICLE II GRANTING CLAUSE . . . . . . . . . . . . . 6 ARTICLE III AUTHORIZATION, TERMS AND CONDITIONS OF SERIES 1996 BONDS . . . . . . . . . . 8 Section 3.01 Bonds Issuable Under this Article Only 8 Section 3.02 Maturities, Interest Rate, Redemption 8 Section 3.03 Form of Series 1996 Bonds . . . . . . . . 11 Section 3.04 Delivery of the Series 1996 Bonds . . . . 11 ARTICLE IV ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF . . . . . . . . . . . . . . . . . 13 Section 4.01 Application of Proceeds of the Bonds 13 Section 4.02 Funds and Accounts created by Bond Indenture . . 13 Section 4.03 Payment into Funds and Accounts . . . . . 13 Section 4.04 Rebate . . . . . . . . . . . . . . . . . 14 Section 4.05 Non - Arbitrage . . . . . . . . . . . . . . 14 ARTICLE V MISCELLANEOUS . . . . . . . . . . . . . . 16 Section 5.01 Incorporation of Bond Indenture . . . . . 16 Section 5.02 Concerning the Bond Insurance Company . . 16 Section 5.03 Successors and Assigns . . . . . . . . . 16 Section 5.04 Liability Limited to Trust Estate . . . . 16 Section 5.05 Preservation and Inspection of Documents 17 Section 5.06 Parties Interested Herein . . . . . . . . 17 Section 5.07 No Recourse on the Bonds . . . . . . . . 17 Section 5.08 Severability of Invalid Provisions . . . 17 Section 5.09 Successors . . . . . . . . . . . . . . . 17 Section 5.10 Consents and Approvals . . . . . . . . . 18 Section 5.11 Notices, Demands and Requests . . . . . . 18 Section 5.12 Counterparts . . . . . . . . . . . . . . 18 Section 5.13 Applicable Law . . . . Section 5.14 Table of Contents and Section Headings Not Controlling . . . . . . . . . . . . . Section 5.15 Indenture to Constitute a Contract . . . SIGNATURES . . . . . . . . . . . . . . . . . . . . ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . EXHIBIT A CONCERNING THE BOND INSURANCE COMPANY EXHIBIT B LEGAL DESCRIPTION EXHIBIT C FORM OF SERIES 1996 BOND mj 19 19 20 21 THE OWASSO PUBLIC WORKS AUTHORITY UTILITY REVENUE BONDS, SERIES 1996 SERIES 1996 SUPPLEMENTAL BOND INDENTURE THIS SERIES 1996 SUPPLEMENTAL BOND INDENTURE, dated as of the 1st day of July, 1996, by and between The Owasso Public Works Authority, an Oklahoma public trust acting by and through its trustees ( "AUTHORITY ") and LIBERTY BANK AND TRUST COMPANY OF TULSA, NATIONAL ASSOCIATION (formerly The First National Bank and Trust Company of Tulsa), as trustee, a national banking association duly organized and doing business under the laws of the United States of America and having its principal office in Tulsa, Oklahoma, which bank is authorized under such laws to exercise corporate trust powers, hereinafter, together with any bank or trust company appointed as successor trustee hereunder called ( "TRUSTEE "), supplements and modifies the Bond Indenture dated as of November 1, 1988, as supplemented by a Series 1993A Supplemental Note Indenture and a Series 1993B Supplemental Note Indenture, both dated as of April 1, 1993, all said Indentures being by and between the AUTHORITY and the TRUSTEE. W I T N E S S E T H: WHEREAS, The Owasso Public Works Authority was created by a ' Declaration of Trust, dated as of January 10, 1973, designating certain individuals as Trustees of the AUTHORITY for the use and benefit of The City of Owasso, Oklahoma (the "City ") under authority of and pursuant to the provisions of Title 60, Oklahoma Statutes 1991, Sections 176 to 180.4, inclusive, as amended and supplemented, the Oklahoma Public Trust Act (the "Act ") and other applicable statutes of the State of Oklahoma; and WHEREAS, the AUTHORITY has issued its Public Improvement Revenue Bonds, Series 1988 in the original amount of $6,100,000 (the "1988 Bonds ") pursuant to a Bond Indenture dated as of November 1, 1988 (the "1988 Indenture ") , between the AUTHORITY and the Trustee; and WHEREAS, the AUTHORITY has issued its Series 1993A Promissory Note to the Oklahoma Water Resources Board in the original principal amount of $3,630,000 (the "1993A Note ") pursuant to a Series 1993A Supplemental Bond Indenture dated as of April 1, 1993 (the "1993A Indenture ") , between the AUTHORITY and the Trustee; and WHEREAS, the AUTHORITY has issued its Series 1993B Promissory Note to the Oklahoma Water Resources Board in the original principal amount of $970,000 (the "1993B Note ") pursuant to a Series 1993B Supplemental Bond Indenture dated as of April 1, 1993 (the "1993B Indenture ") , between the AUTHORITY and the Trustee; and WHEREAS, the City has entered into a lease dated July 31, 1973 (the "1973 Lease "), pursuant to which the AUTHORITY leased all of its water, sanitary sewer, garbage and trash collection systems to the AUTHORITY for a term of fifty (50) years until July 13, 2023, or so long thereafter as the indebtedness secured by the revenues of the leased property shall remain unpaid which has been supplemented by an Amendment to Lease dated as of July 1, 1996, (the 111996 Lease" and together with the 1973 Lease herein called "Lease "), whereby the City additionally leased the municipal golf course to the AUTHORITY including the revenues derived therefrom; and WHEREAS, the City and the AUTHORITY entered into a Security Agreement dated as of the 1st day of November, 1988, as supplemented by a Supplemental Security Agreement dated as of April 1, 1993, and as further supplemented by a Second Supplemental Security Agreement dated as of July 1, 1996 (the herein collectively called the "Security Agreement ") , whereby the City has agreed to pay over to the AUTHORITY a portion of the three percent (3%) City sales tax as received for use by the AUTHORITY to secure the repayment of its indebtedness incurred for proper sales tax purposes; and WHEREAS, the AUTHORITY intends to issue its Utility Revenue Bonds, Series 1996 in an aggregate principal amount of $ (the "1996 Bonds ") pursuant to this Series 1996 Supplemental Bond Indenture as it supplements and amends the 1988 Indenture, the 1993A Indenture and the 1993B Indenture (the herein collectively called the "Indenture ") for the purposes of (i) acquiring the Owasso Public Golf Course for the City to be leased back to the AUTHORITY under the Lease, (ii) establishing a debt service reserve for the 1996 Bonds, and (iii) paying the costs of issuance; and WHEREAS, this Series 1996 Supplemental Bond Indenture as it modifies and supplements the 1988 indenture, the 1993A Indenture and the 1993B Indenture is entered into to authorize the issuance and secure the payment of the Series 1996 Bonds; and WHEREAS, all things required by the laws of the State of Oklahoma to make this Series 1996 Supplemental Bond Indenture, as same may be supplemented from time to time, a valid and binding agreement by and between the TRUSTEE and the AUTHORITY have been done, happened and performed. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants expressed herein and the issuance of the bonds by the AUTHORITY on behalf of the City and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the TRUSTEE and the AUTHORITY agree as follows: r^. ow ARTICLE I DEFINITIONS AND INCORPORATION OF BOND INDENTURE Section 1.01. Definitions. The terms used herein shall have the meanings given to them in the Bond Indenture dated as of November 1, 1988, unless otherwise defined herein. In each and every place in and throughout this Series 1996 Supplemental Bond Indenture, whenever the following terms, or any of them are used, unless the context shall clearly indicate another or different meaning or intent, they shall have the following meanings: " AMBAC Indemnity" means AMBAC Indemnity Corporation, a Wisconsin - domiciled stock insurance company. "Authorized Investments" as defined in the 1988 Indenture is hereby changed to read as set out in Exhibit A, hereto. "Bond Insurance Company" shall mean AMBAC Indemnity, the insurer of the principal of and interest on the Series 1996 Bonds issued hereunder pursuant to a Municipal Bond Insurance Policy to be issued by the Bond Insurance Company insuring said Bonds. Depository Bank " shall mean the First Bank of Owasso, Owasso, Oklahoma, its successors or assigns. "Depository Bank Agreement" shall mean the Depository Bank Agreement dated as of March 1, 1996, by and among the AUTHORITY, the City and the Depository Bank as may be supplemented or amended from time to time. "Indenture" shall mean the 1988 Indenture, the 1993A , Indenture, the 1993B Indenture and this Series 1996 Supplemental Bond Indenture, all as may be supplemented or amended from time to time. "1988 Indenture" shall have the meanings given to it in the second Recital hereof. "1993A Indenture" shall have the meaning given to it in the third recital hereof. "1993B Indenture" shall have the meaning given to it in the fourth recital hereof. "Lease" shall have the meaning given to it in the fifth Recital hereof. "Limited Sales Tax Revenue" shall mean certain sales tax revenue received by the AUTHORITY from the City which sales tax revenue is levied pursuant to Ordinance No. 103 of the City, as amended by Ordinance No. 153 of the City and does not include the Restricted Tax. "Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy issued by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Series 1996 Bonds as provided therein. "Restricted Tax" shall mean the sales tax revenue received by the AUTHORITY from the City which sales tax revenue is levied pursuant to Ordinance No. 326 of the City, as amended by Ordinance No. 395 of the City, which Restricted Tax is currently pledged solely to the 1988 Bonds. "Security Agreement" shall have the meaning given to it in the sixth recital hereof. "System" shall mean the presently existing water, sanitary sewer and garbage and trash collection systems of the City and the Owasso'Public Golf Course located on the real property described on Exhibit B hereto, and all appurtenances thereof presently belonging to the City or under its custody, management or control located within or without the corporate limits of the City, together with the rights -of -way, real estate and interest therein, licenses, easements and other rights and privileges appertaining or related thereto and all the interest of the City in and to all unexpired leases and contracts heretofore or hereafter executed by the City pertaining to use of any part of said water, sanitary sewer, garbage and trash collection systems and said golf course including revenue and income to be received therefrom and all property, real, personal or mixed together with all rights and privileges appertaining or related thereto which hereafter may be acquired by or in the name of the City or the AUTHORITY for use in connection with furnishing of water, sanitary sewer and garbage and trash collection service to, or recreational golf services to, persons, firms, corporations and others within and without the corporate limits of the City, and shall include all repairs, replacements, improvements, accessions and additions to the foregoing. Section 1.02. Interpretation. For all purposes of this Series 1996 Supplemental Bond Indenture, unless the context shall otherwise indicate, (1) words used in the singular number shall include the plural, and vice versa; (2) the word "person" shall 4 "Series 1996 Bonds" means the AUTHORITY's Outstanding Utility Revenue Bonds, Series 1996 issued pursuant to this Series 1996 Supplemental Bond Indenture. "Series 1996 Supplemental Bond Indenture" means this Series 1996 Supplemental Bond Indenture dated as of July 1, 1996, between ' the AUTHORITY and the TRUSTEE, authorizing the issuance of the Series 1996 Bonds, as same may be amended from time to time. rl 11 "System" shall mean the presently existing water, sanitary sewer and garbage and trash collection systems of the City and the Owasso'Public Golf Course located on the real property described on Exhibit B hereto, and all appurtenances thereof presently belonging to the City or under its custody, management or control located within or without the corporate limits of the City, together with the rights -of -way, real estate and interest therein, licenses, easements and other rights and privileges appertaining or related thereto and all the interest of the City in and to all unexpired leases and contracts heretofore or hereafter executed by the City pertaining to use of any part of said water, sanitary sewer, garbage and trash collection systems and said golf course including revenue and income to be received therefrom and all property, real, personal or mixed together with all rights and privileges appertaining or related thereto which hereafter may be acquired by or in the name of the City or the AUTHORITY for use in connection with furnishing of water, sanitary sewer and garbage and trash collection service to, or recreational golf services to, persons, firms, corporations and others within and without the corporate limits of the City, and shall include all repairs, replacements, improvements, accessions and additions to the foregoing. Section 1.02. Interpretation. For all purposes of this Series 1996 Supplemental Bond Indenture, unless the context shall otherwise indicate, (1) words used in the singular number shall include the plural, and vice versa; (2) the word "person" shall 4 include all legally cognizable entities; (3) the words "hereof" and "herein" shall be construed to refer to the entirety of this Series 1996 Supplemental Bond Indenture and not restricted to the particular article, section, subsection or paragraph in which they occur; and (4) words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. *End of Article I* ARTICLE II GRANTING CLAUSE The AUTHORITY acting by and through its Trustees, in consideration of the premises, the acceptance by the TRUSTEE of the trusts hereby created and of the purchase and acceptance of the Series 1996 Bonds; and also for and in consideration of the sum of Ten Dollars ($10.00) in lawful money of the United States of America to it duly paid by the TRUSTEE at or before the execution and delivery of this Indenture, and for other good and valuable consideration the receipt whereof is hereby acknowledged; and for the purpose of fixing and declaring the terms and conditions upon which the Series 1996 Bonds are to be issued, authenticated, delivered, secured; and in order to secure the payment of all tjze bonds at any time issued and outstanding under the Indenture and the interest and the redemption premium, if any, thereon according to their tenor, purport and effect; and in order to secure the express or implied undertakings therein and herein contained, has executed and delivered this Series 1996 Supplemental Bond Indenture and by this Series 1996 Supplemental Bond Indenture has GIVEN, GRANTED, ASSIGNED, PLEDGED AND CONVEYED A SECURITY INTEREST, and does GIVE, GRANT, ASSIGN, PLEDGE, AND CONVEY A SECURITY INTEREST unto the TRUSTEE and its successor or successors in trust, all of the following property: (1) The rights, title and interests of the AUTHORITY in and to the Security Agreement and the Limited Sales Tax Revenue derived pursuant thereto; and (2) The rights of the AUTHORITY in and to the Gross Revenues of the System, as defined herein; and (3) All rights, titles and interests of the AUTHORITY in and to the System; and (4) The present and hereafter acquired interest of the AUTHORITY in and to the Lease; and (5) All funds and accounts created hereunder except any fund created to receive monies subject to rebate to the United States of America (to the extent the same is established) which shall be held in trust for the United States of America. TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed to be, to the TRUSTEE and its successor or successors in trust and to them and their assigns forever, IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, for the equal and proportionate benefit, security and protection of all and singular the present and future holders and owners of Bonds issued or to be issued under and secured by the Indenture without preference, priority or 51 distinction as to lien or otherwise, except as may otherwise be provided herein, of any one Bond over any other Bond by reason of priority in their issue, sale or otherwise, all as herein provided. PROVIDED, HOWEVER, that if the AUTHORITY, its successors or assigns, shall well and truly pay, or cause to be paid, or provide for the payment, pursuant to the provisions of the Indenture of the principal of the Series 1996 Bonds, premium, if any, and the interest due on or to become due thereon, at the times and in the manner set forth in the Bonds and this Series 1996 Supplemental Bond Indenture, according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all of the covenants and agreements as provided herein and pursuant to the terms and provisions hereof, then upon such performance and payments this Series 1996 Supplemental Bond Indenture and the rights hereby granted shall cease, terminate and be void as provided by the applicable defeasance provisions of the Indenture; otherwise the Indenture shall be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH and it is expressly declared that the Series 1996 Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property hereby ' given, granted, assigned and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter and in the Indenture expressed, and the AUTHORITY has agreed and covenanted, and does hereby agree and covenant, with the TRUSTEE and with the registered owner, from time to time, of the Series 1996 Bonds, as follows: * End of Article II* ARTICLE III AUTHORIZATION, TERMS AND CONDITIONS OF SERIES 1996 BONDS Section 3.01. Bonds Issuable Under this Article Only. No bonds may be issued under the provisions of this Series 1996 Supplemental Bond Indenture except in accordance with the provisions of this Article. Section 3.02. Maturities, Interest Rate, Redemption. There is hereby established and created an issue of Bonds to be known as The Owasso Public Works Authority Utility Revenue Bonds, Series 1996, in the aggregate principal amount of $ The Series 1996 Bonds shall be dated 1, 1996, shall be lettered as the TRUSTEE shall determine and numbered 1 upwards, and shall be in fully registered form in the denomination of $5,000 or with respect to principal maturing on the same date, integral multiples thereof. The Series 1996 Bonds shall mature on 1 of each of the years and in the principal amounts and shall bear interest at the rates per annum, all as set forth below. Serial Bonds Principal Maturity Interest Principal Amount Date Rate Amount Term Bonds $ - % Term Bond Due —/1/20 $ - % Term Bond due _/1/20 Maturity Interest Date Rate at price of at price of Interest on the Series 1996 Bonds shall be payable semiannually on 1 and 1 of each year beginning 1, 1996, and continuing until the, principal amount of the Series 1996 Bonds is paid. Both the principal of and interest on the Series 1996 Bonds 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 at the office of the TRUSTEE. Payments of interest due on any Series 1996 Bonds shall be remitted by check or draft mailed to the person appearing as registered owner on the registration books maintained by the TRUSTEE at the close of business on the fifteenth day of the calendar month next preceding an interest payment date. Payment of the principal of all Series 1996 Bonds shall be made by the TRUSTEE upon the presentation and surrender of such Series 1996 Bonds as the same shall become due and payable. TERMS OF REDEMPTION Mandatory Redemption The Series 1996 Bonds maturing 1, 20_, are subject to mandatory redemption prior to maturity, on thirty (30) days notice, out of required payments to the Bond Fund at the principal amount thereof, plus accrued interest to the date fixed for redemption. Such required payments shall be applied to the redemption of the following amounts and on the following dates: Upon redemption of the above amounts, the Series 1996 Bonds in the principal amount of $ shall, unless otherwise previously redeemed or purchased, remain outstanding and be due and payable on 1, 20_. The Series 1996 Bonds maturing 1, 20_, are subject to mandatory redemption prior to maturity, on thirty (30) days notice, out of required payments to the Bond Fund at the principal amount thereof, plus accrued interest to the date fixed for redemption. Such required payments shall be applied to the redemption of the following amounts and on the following dates: Upon redemption of the above amounts, the Series 1996 Bonds in the principal amount of $ shall, unless otherwise previously redeemed or purchased, remain outstanding and be due and payable on 1, 20_. Optional Redemption The Series 1996 Bonds maturing on or after 1, 2006, in addition to being subject to redemption as otherwise provided herein, shall be subject to redemption at the option of the AUTHORITY from monies other than those received from the Bond Insurance Company and from monies other than required payments to the Bond Fund, on at least thirty (30) days notice, in whole on any date, or in part on any interest payment date on and after 1, 2006, at the respective Redemption Prices (expressed as percentages of principal amount) set forth below, in each case together with accrued interest to the date fixed for redemption. Redemption Dates Redemption (Dates Inclusive) Price Special Redemption The Series 1996 Bonds are subject to redemption at the option of the AUTHORITY from available monies other than monies received from the Bond Insurance Company, in whole or in part, at any time, if such redemption is made from (a) insurance proceeds; (b) expropriation awards; (c) the proceeds of the sale of all or part of the System; or (d) payments received from the AUTHORITY pursuant to an Event of Default as defined in the Indenture. In the event that such redemption is made, such redemption shall be made at the principal amount so redeemed and the interest accrued thereon to the redemption date, but without premium. The Series 1996 Bonds are subject to redemption, at the option of the AUTHORITY from available monies other than monies received from the Bond Insurance Company, in whole at any time, at the principal amounts thereof and accrued interest to the date fixed for redemption, if, as a result of any change in the Constitution of The United States of America or of the State of Oklahoma or legislative or administrative action, whether State or Federal, or by final judgment in a court of competent jurisdiction after the contest thereof by the City or the AUTHORITY in good faith, wherein (i) the Indenture or the Lease Agreement become void, unenforceable, or impossible of performance in accordance with the intent and purpose of the parties as expressed therein or (ii) the interest on the Series 1996 Bonds shall become includable in gross income for Federal income tax purposes. In the event that such redemption is made, such redemption shall be made at the principal amount so redeemed and the interest accrued thereon to the redemption date, but without premium. No Special Redemption provided for herein is covered by the municipal bond insurance policy issued by the Bond Insurance Company and no such redemption is covered or payable by the Bond Insurance Company. 10 Selection of Bonds Being Redeemed In the event of any redemption of less than all outstanding Series 1996 Bonds, any maturity or maturities and amounts within maturities to be redeemed shall be selected by the TRUSTEE at the direction of the AUTHORITY. If less than all of the Series 1996 Bonds of the same maturity are to be redeemed, the TRUSTEE shall select the Series 1996 Bonds to be redeemed by lot in such manner as the TRUSTEE may determine. In making such selection, the TRUSTEE shall treat each Series 1996 Bond as representing that number of Series 1996 Bonds of the lowest authorized denomination as is obtained by dividing the principal amount of such Series 1996 Bonds by such denomination. Notice of Redemption Notice of redemption shall be given by the TRUSTEE not less ' than thirty (30) days prior to the date fixed for redemption by notice sent by first -class mail (postage prepaid) to the holder or holders of the Series 1996 Bonds to be redeemed, directed to the addresses shown on the registration books maintained by the TRUSTEE. All Series 1996 Bonds so called for redemption will cease to bear interest after the specified redemption date provided funds , for their redemption are on deposit at the place of payment at that time. Notice of any redemption of Series 1996 Bonds shall either (i) , explicitly state that the proposed redemption is conditioned on there being on deposit in the applicable fund or account on the redemption date sufficient monies to pay the full redemption price of the Series 1996 Bonds to be redeemed or (ii) be sent only if sufficient money to pay the full redemption price of the Series 1996 Bonds to be redeemed is on deposit in the applicable fund or account. Section 3.03. Form of Series 1996 Bonds. The Series 1996 Bonds originally authorized and issued hereunder shall be substantially in the form set forth on Exhibit C, attached hereto, with such additional variations, omissions and insertions as are permitted or required by this Indenture. All such Series 1996 Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any securities exchange on which the bonds may be listed on any usage or requirement of law with respect thereto. The Series 1996 Bonds may bear identifying so- called CUSIP numbers but any failure to include such numbers or any error in any CUSIP number so included shall not in any way affect the validity of the Series 1996 Bonds. Section 3.04. Delivery of the Series 1996 Bonds. Upon the execution and delivery of this Series 1996 Supplemental Indenture, the AUTHORITY shall execute and deliver to the TRUSTEE and the TRUSTEE shall authenticate the Series 1996 Bonds and deliver them 11 1 to the purchasers as may be directed by the AUTHORITY as hereinafter in this Section provided. Prior to the delivery by the TRUSTEE of the Bonds there shall be filed with the TRUSTEE: A. A copy, duly certified by the Secretary of the AUTHORITY, of the resolution or resolutions adopted by said AUTHORITY authorizing the execution and delivery of the Indenture and the authorization, issuance, sale and delivery of the Series 1996 Bonds. B. Original executed counterparts or certified copies of the Indenture, the Security Agreement and the Lease Agreement. C. A signed copy of the opinion of bond counsel. D. Signed copies of the opinion of counsel to the AUTHORITY. *End of Article III* ARTICLE IV ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF Section 4.01. Application of Proceeds of the Bonds. The proceeds, including accrued interest and premium, if any, received from the sale of the Series 1996 Bonds, shall be applied simultaneously with the delivery of such Series 1996 Bonds to the original purchasers thereof, according to the Closing Order as follows: (a) The accrued interest received upon delivery and payment for the Series 1996 Bonds shall be deposited in the Interest Account of the Bond Fund. (b) The AUTHORITY shall deposit the amount necessary from the Series 1996 Bond proceeds, which together with any other monies available therefor, will cause the amounts on deposit in the Bond Reserve Account of the Bond Fund to equal the Reserve Requirement for all outstanding bonds. (c) The AUTHORITY shall pay to Bank of Oklahoma, National Association, as Trustee for The Owasso Public Works Authority Recreational Facilities Revenue Bonds, Series 1992, the amount set out in the Closing Order as necessary to purchase the Owasso Public Golf Course from The Owasso Public Golf Authority. (d) The fees and expenses of the issuance of the Series 1996 Bonds will be paid according to the Closing Order of the AUTHORITY. (e) Any balance remaining after the aforesaid transfers and disbursements shall be deposited in the Interest Account of the Bond Fund as authorized by the Bond Indenture and shall be utilized to pay a portion of the interest due on the Bonds on 1, 1996. The foregoing application of Bond Proceeds may be altered as set out in the Closing Order executed by the Chairman or Vice - Chairman of the AUTHORITY. Section 4.02. Funds and Accounts Created by Bond Indenture. Except to the extent modified in the 1993A or 1993B Indentures, or in this Article IV of this Series 1996 Supplemental Bond Indenture, the Funds and Accounts created and established by the Indenture shall be utilized in the manner set out therein to secure and pay the Series 1996 Bonds. Section 4.03. Payment into Funds and Accounts. Section 4.03 of the November 1, 1988 Bond Indenture, entitled "Collection and Disposition of Revenues," shall become effective and govern the 13 action of the AUTHORITY and the TRUSTEE with regard to the Gross Revenues of the System and the Sales Tax Revenue. Section 4.04. Rebate. (A) The AUTHORITY agrees to compute or cause to be computed the Rebate Amount, as defined in the Arbitrage Certificate, as of the last day of the Computation Period, as defined in the Arbitrage Certificate in accordance with the Arbitrage Certificate, if appropriate. The TRUSTEE is not responsible for calculating the Rebate Amount but may hire, at the AUTHORITY's expense, an independent third party to make such calculations. (B) The AUTHORITY shall pay, if appropriate, (1) not later than 30 days after the end of each five -year period following the date os issuance of any series of Bonds, an amount such that, together with amounts previously paid, the total amount paid to the united States is equal to 90% of the Rebate Amount calculated as of the end of the most recent Calculation period, and 92) not later than 30 days after the date on which all of the Bonds have been paid or redeemed, 100% of the Rebate Amount as of the end of the final Calculation Period. Notwithstanding anything in this Bond Indenture to the contrary, in the event the AUTHORITY shall receive an opinion of nationally recognized bond counsel to the effect that it is not necessary under existing statutes and court decisions to pay any amount attributable to earnings on funds held under this Bond Indenture to the United States in order to preserve the exemption from federal income taxation of interest on the Bonds, then the provisions of this Section need not be complied with and shall no longer be effective. All terms used in this Section and not otherwise defined, are used as defined in the Arbitrage Certificate. Section 4.05. Non - Arbitrage. Notwithstanding all the provisions of the Indenture, moneys in the various Funds and Accounts created under the Indenture or any Supplemental Indenture shall not be allowed to accumulate or be invested in a manner which F would result in the loss of the exclusion of interest on the Series 1996 Bonds from gross income for purposes of Federal income taxation or in such manner which would result in the Series 1996 Bonds constituting "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986 or any applicable subsequently enacted tax legislation. To this end, the AUTHORITY shall proceed as expeditiously as possible with the completion of all projects. Provided, however, the TRUSTEE shall in no event be held liable if the Bonds are ever determined to be arbitrage bonds. In furtherance of this provision, all investment of funds held under the Indenture referred to in the Arbitrage Certificate shall be invested, and the earnings thereon applied, in accordance with 14 the expectations and procedures set forth in Certificate. The AUTHORITY shall provide moneys necessary to fund rebate payments required by Certificate. Notwithstanding any other provision of or any indenture supplementary or amendatory obligation of the AUTHORITY established by this survive and shall remain effective subsequent to the Series 1996 Bonds until the satisfaction thereof with the requirements of the Arbitrage Certificate. *End of Article IV* 15 the Arbitrage to the extent the Arbitrage the Indenture thereto, the section shall payment of the in conformance ARTICLE V MISCELLANEOUS Section 5.01. Incorporation of Bond Indenture. This Series 1996 Supplemental Bond Indenture has been approved by the AUTHORITY and the TRUSTEE and is authorized pursuant to a Bond Indenture dated as of November 1, 1988, as supplemented by a Series 1993A Supplemental Bond Indenture and a Series 1993B Supplemental Bond Indenture, both dated as of April 1, 1993, and all said Indentures being by and between the AUTHORITY and the TRUSTEE which Bond Indenture is incorporated herein by reference and this Series 1996 Supplemental Bond Indenture, and the Indenture as supplemented by this Series 1996 Supplemental Bond Indenture, and as all thereof may further be amended and supplemented from time to time, shall be read together as one document for the equal and proportionate benefit of the owners of all the bonds from time to time outstanding, to the end that the grant and pledge and the rights, powers, privileges and immunities granted and set out in the Indenture shall enure to the benefit of the owners of the Series 1996 Bonds and all bonds issued on a parity therewith. Section 5.02. Concerning the Bond Insurance Company. The Bond Insurance Company has issued the Municipal Bond Insurance Policy insuring the timely payment of the principal of and interest on the Series 1996 Bonds. As a condition thereto and in consideration thereof, the Bond Insurance Company has required certain provisions as set out on Exhibit A hereto to be incorporated in and made a part of the Bond Indenture. To that end and in satisfaction thereof Exhibit A "Concerning the Bond Insurance Company" is incorporated herein and shall be read together as a part of the Bond Indenture. Section 5.03. Successors and Assigns. All terms, provisions, conditions, covenants, warranties and agreements contained herein shall be binding upon the successors and assigns of the AUTHORITY and all such terms, provisions, conditions, covenants, warranties and agreements shall likewise inure to the benefit of the TRUSTEE, its successors or substitutes in trust and assigns, and to the benefit of everyone who may at any time be a beneficiary hereunder. The illegality or invalidity of any provisions or part of the Indenture shall in no way affect any of the other provisions and parts hereof. Section 5.04. Liability Limited To Trust Estate. All expenses and obligations, and all debts, damages, judgments, decrees or liabilities, incurred by any trustee, temporary or permanent or both, or incurred by any receiver, and any of the foregoing incurred by any agent, servant or employee of the aforesaid trustees or receiver, in the execution of the purposes of the Indenture, shall be solely chargeable to and payable our of the owl Trust Estate. In no event shall any TRUSTEE, temporary or permanent, or any receiver, in any manner be individually liable for any damage, or for breach of contract or obligations caused by, arising from, incident to, or growing out of the execution of this Indenture nor shall they or any of them be liable for the acts or omission of each other, or of any agent, servant or employee of the aforesaid trustees, or of another such trustee or of any receiver. Section 5.05. Preservation and Inspection of Documents. All documents received by the TRUSTEE under the provisions of the Indenture shall be retained in its possession and shall be subject at all reasonable times to the inspection of the AUTHORITY, the Beneficiary and any Bondholders and their agents and their representatives, any of whom may make copies thereof under such reasonable terms and regulations as the TRUSTEE may purchase. Section 5.06. Parties Interested Herein. Nothing in the Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the AUTHORITY, the TRUSTEE, the Bond Insurance Company and the bondholders any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation thereon; and all the covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the AUTHORITY shall be for the sole and exclusive benefit of the AUTHORITY, the TRUSTEE, the Bond Insurance Company and the Bondholders. Section 5.07. No Recourse on the Bonds. No recourse shall be had for the payment of the principal of or interest on the Series 1996 Bonds or for any claim based thereon or in this Indenture against any officer, director, shareholder or employee of the TRUSTEE, any officer, director, shareholder or employee of the Operator or any trustee, officer or employee of the AUTHORITY. Section 5.08. Severabilitv of Invalid Provisions. If any one or more of the covenants or agreements provided in the Indenture on the part of the AUTHORITY or the TRUSTEE to be performed should be contrary to law, then such covenant or covenants or agreement or agreements shall be deemed severable from the remaining covenants and agreements, and shall in no way affect the validity of the ' other provisions of the Indenture. Section 5.09. Successors. Whenever in the Indenture the AUTHORITY is named or referred to, it shall be deemed to include any public trust or other entity organized and existing for the benefit of and on behalf of the Beneficiary, which succeeds to the principal functions and powers of the AUTHORITY, and all the covenants and agreements contained in the AUTHORITY by or in behalf of the AUTHORITY shall bind and inure to the benefit of said successor whether so expressed or not. 17 Section 5.10. Consents and Approvals. Whenever the written consent or approval of the AUTHORITY, TRUSTEE, Beneficiary or Bondholders shall be required under the provisions of this Indenture, such consent or approval shall not be unreasonably withheld or delayed. Section 5.11. Notices, Demands and Requests. All notices demands and requests to be given or made hereunder to or by the AUTHORITY, the Beneficiary or the TRUSTEE shall be in writing and shall be properly made if sent by United States mail, postage prepaid, and addressed as follows: (a) AUTHORITY The Owasso Public Works Authority c/o City Clerk P.O. Box 180 Owasso, Oklahoma 74055 -0180 Attn: Chairman (b) TRUSTEE Liberty Bank and Trust Company of Tulsa, National Association P.O. Box One Tulsa, Oklahoma 74193 Attn: Corporate Trust Department (c) Beneficiary City of Owasso P.O. Box 180 Owasso, Oklahoma 74055 -0180 Attn: Mayor (d) Bond Insurance Company AMBAC Indemnity Corporation One State Street Plaza 17th Floor New York, New York 10004 The above addresses may be changed at any time upon written notice of such change sent by United States mail, postage prepaid, to the other parties by the party effecting the change. A duplicate copy of each notice required to be given hereunder by the TRUSTEE to the AUTHORITY shall be given to any Credit Facility Providers at the address for notice set forth in such Credit Facility. Section 5.12. Counterparts. This 1996 Supplemental Bond Indenture may be executed in several counterparts, each of which 18 shall be an original and all of which shall constitute but one and the same instrument. Section 5.13. Applicable Law. The Indenture shall be , governed exclusively by the applicable laws of the State. Section 5.14. Table of Contents and Section Headings Not Controlling. The Table of Contents and the Headings of the several Sections of the Indenture have been prepared for convenience of reference only and shall not control, affect the meaning of, or be taken as an interpretation of any provision of the Indenture. Section 5.15. Indenture to Constitute a Contract. The Indenture, upon execution by the AUTHORITY and execution by the TRUSTEE shall constitute a third party beneficiary contract by and between the AUTHORITY and the TRUSTEE for the equal and proportionate benefit of the holders of all the Bonds. *End of Article V* 19 IN WITNESS WHEREOF, the AUTHORITY has caused this Series 1996 Supplemental Bond Indenture to be executed by its Chairman and attested by its Secretary and has caused the seal of the AUTHORITY to be affixed hereto and the TRUSTEE for itself, its successors or assigns, as TRUSTEE, has caused this Series 1996 Supplemental Bond Indenture to be executed by its Vice President and attested by its Assistant Secretary and has caused its corporate seal to be affixed hereto, all as of the day and year first above written. (SEAL) ATTEST: Secretary (SEAL) ATTEST: Name: Title: Assistant Secretary THE OWASSO PUBLIC WORKS AUTHORITY Chairman LIBERTY BANK AND TRUST COMPANY OF TULSA, NATIONAL ASSOCIATION, as Trustee Name: Title: Vice President 20 STATE OF OKLAHOMA ) t )SS COUNTY OF TULSA ) ' The foregoing instrument was acknowledged before me this day of , 1996, by Danny Ewing, Chairman of The Owasso Public Works Authority, a public trust, on behalf of the trust. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year first above written. (SEAL) Notary Public My commission expires STATE OF OKLAHOMA ) )SS COUNTY OF TULSA ) BEFORE ME, the undersigned, a Notary Public in and for said State on the day of , 1996, personally appeared , to me known to be a Vice President of Liberty Bank and Trust Company of Tulsa, National Association and to me further known to be the identical person who subscribed the name of said Bank as one of the makers thereof to the foregoing instrument as such officer and acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of said Bank, for the uses and purposes I therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my ' notarial seal the day and year first above written. (SEAL) Notary Public , My commission expires 21 1 EXHIBIT A CONCERNING THE BOND INSURANCE COMPANY So long as the 1996 Bonds remain Outstanding and are insured by AMBAC Indemnity, the following terms and conditions shall control the provisions contained in the Indenture: 1. AMBAC CONSENT LANGUAGE (A) Consent of AMBAC Indemnity Any provision of the Indenture expressly recognizing or granting rights in or to AMBAC Indemnity may not be amended in any manner which affects the rights of AMBAC Indemnity under the Indenture without the prior written consent of AMBAC Indemnity. (B) Consent of AMBAC Indemnity in Addition to Bondholder Consent Unless otherwise provided in this Section, AMBAC Indemnity's consent shall be required in addition to Bondholder consent, when required, for the following purposes: (i) execution and delivery of any supplemental Indenture or any amendment, supplement or change to or modification of the Lease, (ii) removal of the TRUSTEE or Paying Agent and selection and appointment of any successor trustee or pay agent, and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Bondholder consent. (C) Consent of AMBAC Indemnity in the Event of Insolvency Any reorganization or liquidation plan with respect to the AUTHORITY must be acceptable to AMBAC Indemnity. In the event of any reorganization or liquidation, AMBAC Indemnity shall have the right to vote on behalf of all bondholders who hold AMBAC Indemnity- insured bonds absent a default by AMBAC Indemnity under the applicable Municipal Bond Insurance Policy insuring such 1996 Bonds. (D) Consent of AMBAC Indemnity Upon Default Anything in the Indenture to the contrary notwithstanding, upon the occurrence and continuance of an event of default as defined therein, AMBAC Indemnity shall be entitled to control and direct the enforcement of all rights and remedies granted to the 1996 Bondholders or the TRUSTEE for the benefit of the 1996 Bondholders under the Indenture, including, without limitation: (i) the right to accelerate the principal of �o the Bonds as described in the Indenture, and (ii) the right to annul any declaration of acceleration, and AMBAC Indemnity shall also be entitled to approve all waivers of events of default. (E) Acceleration Rights Upon the occurrence of an event of default, the TRUSTEE may, with the consent of AMBAC Indemnity, and shall, at the direction of AMBAC Indemnity or 25% of the Bondholders with the consent of AMBAC Indemnity, by written notice to the AUTHORITY and AMBAC Indemnity, declare the principal of the 1996 Bonds to be immediately due and payable, whereupon that portion of the principal of the 1996 Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in the Indenture or in the 1996 Bonds to the contrary notwithstanding. 2. INFORMATION TO BE GIVEN TO AMBAC The following notice provisions are hereby incorporated in the Indenture. (A) While the Municipal Bond Insurance Policy is in effect, the AUTHORITY shall furnish to AMBAC Indemnity, to the attention of the Surveillance Department the following: (a) as soon as practicable after the filing thereof, a copy of any financial statement of the AUTHORITY and a copy of any audit and annual report of the AUTHORITY; (b) a copy of any notice to be given to the registered owners of the Bonds, including, without limitation, notice of any redemption of or defeasance of Bonds, and any certificate rendered pursuant to the Indenture relating to the security for the Bonds; and (c) such additional information it may reasonably request. (B) The AUTHORITY shall notify AMBAC Indemnity of any failure of the AUTHORITY to provide relevant notices, certificates, etc. (C) The AUTHORITY will permit AMBAC Indemnity to discuss the ' affairs, finances and accounts of the AUTHORITY or any information AMBAC Indemnity may reasonably request regarding the security for the Bonds with appropriate ' officers of the AUTHORITY. The TRUSTEE and the AUTHORITY will permit AMBAC Indemnity to have access to the Project A -2 ' and the System and have access to and to make copies of all books and records relating to the Bonds at any reasonable time. (D) AMBAC Indemnity shall have the right to direct an accounting at the AUTHORITY's expense, and the AUTHORITY's failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from AMBAC Indemnity shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any registered owner of the Bonds. ' (E) Notwithstanding any other provision of the Indenture, the TRUSTEE shall immediately notify AMBAC Indemnity if at any time there are insufficient moneys to make any payments of principal and /or interest as required and immediately upon the occurrence of any event of default hereunder. (F) To the extent that the AUTHORITY has entered into a continuing disclosure agreement with respect to the Bonds, AMBAC Indemnity shall be included as party to be notified. 3. AUTHORIZED INVESTMENTS (A) AMBAC Indemnity will allow the following obligations to be used as Authorized Investments for all purposes, including defeasance investments in refunding escrow accounts. (1) Cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in paragraph (2) below), or (2) Direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America. (B) AMBAC Indemnity will allow the following Obligations to be used as Authorized Investments for all purposes other than defeasance investments in refunding escrow accounts. (1) obligations of any of the following federal agencies which obligations represent the full faith A -3 and credit of the United States of America, including: - Export- Import Bank -Farm Credit system Financial Assistance Corporation - Farmers Home Administration - General Services Administration -U.S. Maritime Administration -Small Business Administration - Government National Mortgage Association (GNMA) -U.S. Department of Housing & Urban Development (PHA's) - Federal Housing Administration (2) senior debt obligations rated "AAA" by Standard & Poor's Corporation (S &P) and "Aaa" by Moody's Investors Service, Inc. ( Moody's) issued by the Federal National Mortgage Association or the Federal home Loan Mortgage Corporation. Senior debt obligations of other Government Sponsored Agencies approved by AMBAC Indemnity. (3) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "A -1" or "A -1 +" by S &P and "P -1" by Moody's and maturing no more than 360 days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank) ; (4) commercial paper which is rated at the time of purchase in the single highest classification, "A- 1 +" by S &P and "P -1" by Moody's and which matures not more than 270 days after the date of purchase; (5) investments in a money market fund rated "AAAm" or "AAAm -G" or better by S &P; (6) Pre - refunded Municipal Obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are rated based on an irrevocable escrow account or fund (the "escrow ") , in the highest A -4 r I (7) investment agreements approved in writing by AMBAC Indemnity Corporation supported by appropriate opinions of counsel with notice to S &P; and (8) other forms of investments (including repurchase agreements) approved in writing by AMBAC with notice to S &P. (C) The value of the above investments shall be determined as follows: "Value ", which shall be determined as of the end of each month, means that the value of any investments shall be calculated as follows: (a) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; (b) as to investments the bid and asked prices of which C are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such f,•1 rating category of S &P and Moody's or any successors thereto; or ' (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph A(2) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified g p public accountant, to pay principal of and interest and redemption r premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate. Pre - refunded Municipal Obligations meeting the requirements of subsection (B) hereof may not be used as Authorized Investments for annual appropriation lease transactions without the prior written approval of Standard & Poor's Corporation (S &P). (7) investment agreements approved in writing by AMBAC Indemnity Corporation supported by appropriate opinions of counsel with notice to S &P; and (8) other forms of investments (including repurchase agreements) approved in writing by AMBAC with notice to S &P. (C) The value of the above investments shall be determined as follows: "Value ", which shall be determined as of the end of each month, means that the value of any investments shall be calculated as follows: (a) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; (b) as to investments the bid and asked prices of which C are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such f,•1 investments by any two nationally recognized government securities dealers (selected by the Trustee in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; ' (c) as to certificates of deposit and bankers acceptances: the face amount thereof, plus accrued interest; and (d) as to any investment not specified above: the value thereof established by prior agreement ' between the AUTHORITY, the TRUSTEE and AMBAC Indemnity Corporation. 4. DEFEASANCE LANGUAGE (A) the definition of "Outstanding" bonds or obligations, or any like concept, shall specifically include bonds or obligations which fall into the category described below. (B) The defeasance section of the Indenture (Article XI of , the 1988 Indenture) shall include the following language: Notwithstanding anything herein to the contrary, in the event that the principal and /or interest due on the 1996 Bonds shall be paid by AMBAC Indemnity Corporation pursuant to the Municipal Bond Insurance Policy, the 1996 Bonds shall remain Outstanding for all purposes, not be ' defeased or otherwise satisfied and not be considered paid by the AUTHORITY, and the assignment and pledge of the Trust Estate and all covenants, agreements and other , obligations of the AUTHORITY to the registered owners shall continue to exist and shall run to the benefit of AMBAC Indemnity, and AMBAC Indemnity shall be subrogated to the rights of such registered owners. 5. PAYMENT PROCEDURE PURSUANT TO THE MUNICIPAL BOND INSURANCE POLICY The following language sets out the applicable procedure for payments under the Municipal Bond Insurance Policy and should ' be incorporated into the Financing Document: As long as the bond insurance shall be in full force and effect, the AUTHORITY, the TRUSTEE and any Paying Agent agree to comply with the following provisions: (a) At least one (1) day prior to all Interest Payment Dates the TRUSTEE or Paying Agent, if any, will determine whether there will be sufficient funds in the Funds and No 1 r Accounts to pay the principal of or interest on the Bonds on such Interest Payment Date. If the TRUSTEE or Paying Agent, if any, determines that there will be insufficient funds in such Funds or Accounts, the TRUSTEE or Paying Agent, if any, shall so notify AMBAC Indemnity. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. If the TRUSTEE or Paying Agent, if any, has not so notified AMBAC Indemnity at least one (1) day prior to an Interest Payment Date, AMBAC Indemnity will make payments of principal or interest due on the Bonds on or before the first (lst) day next following the date on which AMBAC Indemnity shall have received notice of nonpayment from the TRUSTEE or Paying Agent, if any. (b) the TRUSTEE or Paying Agent, if any, shall, after giving notice to AMBAC Indemnity as provided in (a) above, make available to AMBAC Indemnity and, at AMBAC Indemnity's direction, to the United States Trust Company of New York, as insurance trustee for AMBAC Indemnity or any successor insurance trustee (the "Insurance Trustee "), the registration books for the AUTHORITY maintained by the Trustee or Paying Agent, if any, and all records relating to the Funds and Accounts maintained under the Indenture. (c) the TRUSTEE or Paying Agent, if any, shall provide AMBAC Indemnity and the Insurance Trustee with a list of registered owners of Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the registered owners of Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (d) the TRUSTEE or Paying Agent, if any, shall, at the time it provides notice to AMBAC Indemnity pursuant to (a) above, notify registered owners of Bonds entitled to receive the payment of principal or interest thereon from AMBAC Indemnity (i) as to the fact of such entitlement, (ii) that AMBAC Indemnity will remit to them all or a part of the interest payments next coming due'upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that A -7 should be entitled to receive full payment of principal from AMBAC Indemnity, they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of AMBAC Indemnity) for payment to the Insurance Trustee, and not the TRUSTEE or Paying Agent, if any, and (iv) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must surrender their Bonds for payment thereon first to the TRUSTEE or Paying Agent, if any, who shall note on such Bonds the portion of the principal paid by the TRUSTEE or Paying Agent, if any, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. (e) in the event that the TRUSTEE or Paying Agent, if any, has notice that any payment of principal of or interest on a Bond which has become Due for Payment and which is made to a Bondholder by or on behalf of the AUTHORITY has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the TRUSTEE or Paying Agent, if any, shall, at the time AMBAC Indemnity is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available, and the TRUSTEE or Paying Agent, if any, shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Bonds which have been made by the TRUSTEE or Paying Agent, if any, and subsequently recovered from registered owners and the dates on which such payments were made. (f) in addition to those rights granted AMBAC Indemnity under the Indenture, AMBAC Indemnity shall, to the extent it makes payment of principal of or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the TRUSTEE or Paying Agent, if any, shall note AMBAC Indemnity's rights as subrogee on the registration books on the Issuer maintained by the TRUSTEE or Paying Agent, if any, upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of the Bonds, and (ii) in the case of subrogation W. ' as to claims for past due principal, the TRUSTEE or Paying Agent, if any, shall note AMBAC Indemnity's rights ' as subrogee on the registration books of the AUTHORITY maintained by the TRUSTEE or Paying Agent, if any, upon surrender of the Bonds by the registered owners thereof together with proof of the payment of principal thereof. 6. TRUSTEE RELATED PROVISIONS The following provisions be incorporated into the Indenture: (A) The TRUSTEE (or Paying Agent) may be removed at any time, at the request of AMBAC Indemnity, for any breach of the trust set forth in the Indenture. (B) AMBAC Indemnity shall receive prior written notice of any TRUSTEE (or Paying Agent) resignation. (D) Notwithstanding any other provision of the Indenture, in determining whether the rights of the Bondholders will be adversely affected by action taken pursuant to the terms and provisions of the Indenture, the TRUSTEE (or Paying Agent) shall consider the effect on the Bondholders as if there were no Municipal Bond Insurance Policy. (E) Notwithstanding any other provision of the Indenture, no removal, resignation or termination of the TRUSTEE (or Paying Agent) shall take effect until a successor, acceptable to AMBAC, shall be appointed. 7. INTERESTED PARTIES The following provision be incorporated into the Indenture: (A) AMBAC As Third Party Beneficiary To the extent that the Indenture confers upon or gives or grants to AMBAC any right, remedy or claim under or by reason of the Indenture, AMBAC is hereby explicitly recognized as being a third -party beneficiary under the EWA (C) Every successor Trustee appointed pursuant to the Indenture shall be a trust company or bank in good standing located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, ' having a reported capital and surplus of not less than $75,000,000 and acceptable to AMBAC Indemnity. Any successor Paying Agent, if applicable, shall not be P_ appointed unless AMBAC approves such successor in im. writing. (D) Notwithstanding any other provision of the Indenture, in determining whether the rights of the Bondholders will be adversely affected by action taken pursuant to the terms and provisions of the Indenture, the TRUSTEE (or Paying Agent) shall consider the effect on the Bondholders as if there were no Municipal Bond Insurance Policy. (E) Notwithstanding any other provision of the Indenture, no removal, resignation or termination of the TRUSTEE (or Paying Agent) shall take effect until a successor, acceptable to AMBAC, shall be appointed. 7. INTERESTED PARTIES The following provision be incorporated into the Indenture: (A) AMBAC As Third Party Beneficiary To the extent that the Indenture confers upon or gives or grants to AMBAC any right, remedy or claim under or by reason of the Indenture, AMBAC is hereby explicitly recognized as being a third -party beneficiary under the EWA Indenture and may enforce any such right remedy or claim ' conferred, given or granted the Indenture. (B) Parties Interested Herein Nothing in the Indenture expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the AUTHORITY, the TRUSTEE, AMBAC Indemnity, the Paying Agent, if any, and the registered owners of the Bonds, any right, remedy or claim under or by reason of the Indenture or any covenant, condition or stipulation thereof, and all covenants, stipulations, promises and agreements in the ' Indenture contained by and on behalf of the AUTHORITY shall be for the sole and exclusive benefit of the AUTHORITY, the TRUSTEE, AMBAC Indemnity, the Paying Agent, if any, and the registered owners of the Bonds. ' A -10 EXHIBIT "B' Legal Description OWASSO PUBLIC GOLF COURSE LEGAL DESCRIPTIONS FOR GOLF COURSE PROPERTY IN SECTION 19, TOWNSHIP 21 NORTH, RANGE 14 EAST CORRIDOR BOUNDARIES FOR GOLF HOLES TRACT 1 - Holes 1, 2, 10 & 18 A tract of land located in the West Half of Section 19, Township 21 North, Range 14 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, more particularly described as follows: Beginning at the Southeast Corner of the Southwest Quarter of the Southwest Quarter of said Section; thence S88 *55145 "W along the South Line of said Section a distance of 743.12 feet; thence NOO *08112 "E a distance of 79.81 feet; then N66 *12115 11E a distance of 193.46 feet; thence N07 *40134 "E a distance of 703.81 feet; thence H2O *14124 "W a distance of 368.77 feet; then N13*31'48 "E a distance --of 280.66 feet to a point on a curve to the left having a radius of 509.62 feet . and central angle of 34 *44107" a distance of 308.96 feet; thence N60 *02129 "E a distance of 70.27 feet; thence S30 *03118 "E a distance of 52.23 feet; thence N83 *21134 "E a distance of 947.29 feet; thence.S89 *53149 "E a distance of 349.26 feet; thence N32 *13141 "E a distance of 28.68 feet; thence N18*51107 "W a distance of 644.81 feet; thence NO2 *38155 0E a distance of 58.58 feet; thence N10*29134 "E a distance of 492.25 feet; thence N88 *26125 "E a distance of 245.52 feet; thence S01 *17'30 "E a distance of 146.83 feet to the center of said Section 19; thence S01 *17'30 "E along the East Line of the West Half of said Section 19 a distance of 1318.92 feet to the Southeast Corner of the Northeast Quarter of the Southwest Quarter; thence S88 *551001W along the South Line of the Northeast Quarter of the Southwest Quarter a distance of 1348.06-feet; thence S01 *17154 "E along the East Line of the Southwest Quarter of the Southwest Quarter of said Section 19 a distance of 1318.63 feet to the Point of Beginning, said tract containing 1483338.41 square feet, or 34.05276 acres, more or less; and TRACT 2 - Holes 3 and 8 A. tract of land located in the Northwest Quarter of Section 19, Township 21 North, Range 14 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, more particularly described as follows: Commencing at the Center of Section 19; thence N01 *17130 11W along the East Line of the West Half of said Section a distance of 207.97 feet to the Point of Beginning; thence S89 *34'58 "W a distance of 95.05 feet; thence N50 *11'33 "W a distance of 775.89 feet; thence 571 *05142 "W a distance of 126.84 feet; thence B -1 t x s- S86 *26'52 "W a distance of 88.63 feet; thence N55 *17'16 "W a distance of 528.88 feet; thence N12*23'15 "E a distance 136.03 feet; thence S74 *31147 11E a distance of 587.71 feet; thence N07 *47'14 "E a distance of 168.25 feet; thence N24 *49'48 "E a distance of 87.39 feet; thence S83 *29'42 "E a distance of 94.23 feet; thence N80 *13140 11E a distance of 103.20 feet; thence S60 *12157 11E a distance of 144.95 feet; thence S30 *03118 "E a distance of 104.24 feet; thence S10 *58135 18E a distance of 136.25 feet; thence S23 *21108 11E a distance of 86.88 feet; thence S36 *06131 11E a distance of 268.30 feet; thence N88 *28121 "E a distance of 78.63 feet; thence SO1 *17'30 "E along the East Line of the West Half of said Section a distance of 389.26 feet to the Point of Beginning, said tract containing 532273.42 square feet, or 12.21932 acres, more or less; and TRACT 3 - Holes 4 and 5 A tract of land located in the Northwest Quarter of Section 19, Township 21 North, Range 14 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, more particularly described as follows: Commencing at the Northwest Corner of said Section 19; thence N88 *54133 "E along the North Line of said Section a distance of 2020.87 feet to the Point of Beginning; thence continuing along said North Line N88 *54133 "E a distance of 367.94 feet; thence SO4 *37'40 "E a distance of 220.35 feet; thence S06 *20'52 11W a distance of 199.04 feet; thence S22 *30132 0E a distance of 272.87 feet; thence SOO *47'01 "W a distance of 68.74 feet; thence S85 *14110 "W a distance of 117.90 feet; thence S75 *31144 11W a distance of 181.29 feet; thence S03 *13'34 "E a distance of 605.73 feet; thence S80 *13140 11W a distance of 82.50 feet; thence N31 *18159 "W a distance of 161.30 feet; thence N12 *44113 "W a distance of 573.73 feet; thence S82 *41'51 "W a distance of 234.42 feet; thence H45 *30141 "W a distance of 108.03 feet; thence N09 *20141 "W a distance of 112.21 feet; thence N41 *50'53 "E a distance of 616.81 feet; thence N00 *11105 11W a distance of 91.61 feet to the Point of Beginning, said tract containing 585748.32 square feet, or 13.44693 acres, more or less; and TRACT 4 - Holes 6 and 7 Beginning at the Northwest Corner of said Section 19; thence N88*54'33 "E along the North Line of said Section a distance of 234.43 feet; thence S43 *52136 11E a distance of 621.54 feet; thence N89 *57'59 "E a distance of 756.16 feet; thence SO1 *20'16 "E a distance of 70.76 feet; thence S05 *21122 11E a distance of 67.15 feet; thence S79 *28103 "W a distance of 952.40 feet; thence S30 *56120 11E a distance of 144.71 feet; thence S43 *35108 11E a distance of 544.78 feet; thence S79 *51120 11E a distance of 286.23 feet; thence S57 *39'03 "E a distance of 89.69 feet; thence S23 *29'14 11E a distance of 82.92 feet; thence S21 *57'48 "W a distance of 134.66 feet; thence S69 *49'40 "W a distance of 114.09 feet; thence N80 *54'37 "W a distance of 349.66 feet; thence N45 *55135 "W a distance of 675.59 feet; thence N24 *41'30 "W a distance of 529.08 feet; thence S89 *10106 11W a distance of 110.51 feet; thence NO1 *18118 "W along the West Line of said Section a distance of 608.10 feet to the Point of Beginning, said tract containing 905929.05 square feet, or 20.79727 acres, more or less; L'1M Y i - ` and r TRACT 5 - Hole 9 and Practice Areas A tract of land located in the West Half of Section 19, Township 21 North, Range 14 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, more particularly described as follows: Commencing at the Southwest Corner of the Northwest Quarter of said Section 19; thence NO1 *18118 "W along the West Line of said Northwest Quarter a distance of 658.78 feet to a point 50 feet West of the Northwest Corner of Hale Addition; thence N88 *41'42 "E along the North Line of Hale Addition a distance of 682.38 feet to the Northeast Corner of said Addition; thence S01 *18418 "E along the East Line of said Addition a distance of 162.40 feet to the Point of Beginning; thence N88 *41'42 "E a distance of 355.28 feet; thence S35 *01104 "E a distance of 169.44 feet; thence S01 *15150 11E a distance of 668.93 feet; thence S59 *47'58 "E a distance of 198.70 feet; thence N49 *39110 11E a distance of 259.78 feet; thence N16 *38101 11E a distance of 781.26 feet; thence S76 *20128 11E a distance of 151.32 feet; thence S05 *54'30 "W a distance of 883.39 feet; thence S36 *23111 "W a distance of 93.71 feet; thence S53 *171 18"W a distance of 583.35 feet; thence S67 *47103 "W a distance of 117.53 feet; thence S01 *04158 "E a distance of 167.94 feet; thence S60 *02'29 "W a distance of 20.74 feet; thence Westerly on a curve to the right having a radius of 449.62 feet and central angle of 56 *21133" a distance of 442.27 feet; thence N63 *35'58 "W a distance of 47.27 feet; thence N01 *18118 "W a distance of 1368.83 feet; thence H88 *41130 "E along the South Line of said Hale Addition a distance of 31.98 feet to Southeast Corner of Hale Addition; thence NO1 *18'18 "W along the East Line of said Addition a distance of 166.95 feet to the Point of Beginning, said tract containing 1160997.13 square feet, or 26.65283 acres, more or less. TOTAL AREA FOR THE WEST HALF OF SECTION 19, TOWNSHIP 21 NORTH, RANGE 14 EAST IS ik 4668286.85 SQUARE FEET, OR 107.17 ACRES. B -3 OWASSO PUBLIC GOLF COURSE LEGAL DESCRIPTIONS FOR GOLF COURSE PROPERTY IN SECTION 30, TOWNSHIP 21 NORTH, RANGE 14 EAST CORRIDOR BOUNDARIES FOR GOLF HOLES TRACT 6 - Holes 11, 12, 13, 14, 15, 16 & 17 A tract of land located in the West Half of Section 30, Township 21 North, Range 14 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, more particularly described as follows: Commencing at the Northwest Corner of said Section 30; thence N88 *55145 "E along North Line of said Section a distance of 604.49 feet to the Point of Beginning; thence continuing along the North Line of said Section N88 *55145 "E a distance of 1044.46 feet; thence S18*57' 39 "W a distance of 395.62 feet; thence S60 *27' 59 "E a distance of 157.90 feet; thence S17 *25'17 "E a distance of 712.62 feet; thence S09 *44157 "E a distance of 250.96 feet; thence S27 *18146 11W a distance of 100.57 feet; thence S70 *00147."W a distance of 125.01 feet; thence H53 *33124 "W a distance of 134.69 feet; thence N11 *28' 53 "W a distance of 366.34 feet; thence N19 *53' 59 "W a distance of 363.12 feet; thence S83 *52105 11W a distance of 59.42 feet; thence S31 *11'22 "W a distance of 206.44 feet; thence S58 *51102 "W a distance of 209.07 f eet; thence S62*46' 14 "W a di stance of 535.46 f eet; thence S17 *38' 55" E a d i stance of 384.14 feet; thence S09 *33108 "E a distance of 569.67 feet; thence N75 *08112 "E a distance of 205.67 feet; thence S50 *39146 "E a distance of 108.65 feet; thence S29 *50'36 "E a distance of 636.84 feet; thence S38 *03118 "E a distance of 208.44 feet; thence N61 *19' 42 "E a distance of 125.59 feet; thence N04 *29' 33 "E a distance of 1191.59 feet; thence H76 *46' 41" E a distance of 121.59 feet; thence S07 *12' 20" E a distance of 637.37 feet; thence SOO*01130 "E a distance of 547.06 feet; thence S21 *00107 11E distance of 592.83 feet; thence S01*02109 11E a distance of 205.38 feet; thence S89 *31'40 "W a distance of 202.94 feet to a point on the East Right - of -Way Line of the Southern Kansas and Oklahoma Railroad; thence along said railroad right -of -way N45 *46142 "W a distance of 567.28 feet; thence along said railroad right -of -way S44 *13'18 "W a distance of 75.00 feet; thence along said railroad right -of -way N45 *46142 "W a distance of 585.68 feet to a point on a curve to the right along said railroad right -of -way having a central angle of 23 *22'45" and a radius of 2789.79 feet a distance of 1138.36 feet; thence along said railroad right -of -way N67 *36104 "E a distance of 100.00 feet; thence along said railroad right -of -way N22 *23157 "W a distance of 396.00 feet; thence along said railroad right -of -way NOO *56149 "W a distance of 169.40 feet; thence along said railroad right -of -way S88 *19148 "W a distance of 173.16 feet; thence along said railroad right -of -way N22 *23'57 "W a distance of 561.47 feet to a point on the West Line of Section 30; thence continuing along said West Line of Section 30 NO1 *18'18 "W a distance of 48.47 feet; thence N52*30'14 "E a distance of 739.69 feet; thence N00 *08'12 "E a distance of 298.83 feet to the Point of Beginning, said tract containing 65.1716 acres, or 2838872.48 square feet, more or less. :• F EXHIBIT C (FORM OF SERIES 1996 BOND) No. R- Municipal Bond Insurance Policy No. (the "Policy ") with respect to payments due for principal of and interest on this bond has been issued by AMBAC Indemnity Corporation ("AMBAC Indemnity "). The Policy has been delivered to the United States Trust Company of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Policy. UNITED STATES OF AMERICA STATE OF OKLAHOMA THE OWASSO PUBLIC WORKS AUTHORITY UTILITY REVENUE BONDS, SERIES 1996 INTEREST RATE MATURITY DATE DATED DATE % 1, 1996 REGISTERED OWNER: PRINCIPAL AMOUNT CUSIP F• NC The Owasso Public Works Authority (the "Issuer ") , a public trust created pursuant to the laws of the State of Oklahoma, the trustees of which are an agency of the State of Oklahoma and a duly constituted authority of The City of Owasso, Oklahoma (the "Beneficiary ") for value received, promises to pay, only from the source and as hereinafter provided to the Registered Owner named above, or registered assigns, on the maturity date specified above, the principal sum specified above and in like manner to pay interest on said sum from the interest payment date next preceding the date of Registration and Authentication of this Bond (unless this Bond is registered as of an interest payment date, in which event it shall bear interest from that date, or unless this Bond is registered prior to the first interest payment date, in which event it shall bear interest from its date) at the rate specified above semiannually on commencing_ unless this and payment Bond shall shall have _ 1, have been 1 and 1 of each year 1996, until said principal sum is paid, been previously called for redemption duly made or provided for. Principal C -1 of and premium, if any, on this Bond is payable in lawful money of The United States of America at the principal office of Liberty Bank and Trust Company of Tulsa, National Association, Tulsa, Oklahoma, as paying agent and registrar or its successor (the "Trustee "), provided, however, payment of the semiannual interest hereon shall be made to the registered owner hereof and shall be paid by check or draft mailed to such registered owner (or the registered owner of the immediate predecessor Bond or Bonds) as it appears on the Trustee's registration books at the close of business on the fifteenth day of the calendar month next preceding such interest payment date. Issuance of Bonds. This Bond is one of an authorized issue of the Issuer in the aggregate principal amount of $ (the "Bonds "), issued on a parity with the Issuer's Public Improvement Revenue Bonds, Series 1988, Series 1993A Promissory Note and Series 1993E Promissory Note. The Bonds are being issued for the purpose of (i) acquiring the Owasso Public Golf Course in the name of the Beneficiary to be leased to the Issuer, (ii) funding a debt service reserve, and (iii) paying certain legal and financing costs. The Bonds are issued pursuant to the terms of a Bond Indenture dated as of November 1, 1988, as heretofore modified and supplemented pursuant to a Series 1993A Supplemental Bond Indenture, a Series 1993B Supplemental Bond Indenture, both dated as of April 1, 1993, and as further modified and supplemented by a Series 1996 Supplemental Bond Indenture dated as of May 1, 1996, and all being between the Issuer and the Trustee (collectively, called "Indenture ") All capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture. Mandatory Redemption. The Bonds maturing 1, 20_ and 1, 20_ are subject to mandatory redemption prior to maturity out of required payments to the Bond Fund, at a price equal to the principal amount of the Bonds so called for redemption, plus accrued interest to the redemption date, without premium, on the dates and in the respective aggregate principal amounts as provided for in the above - referenced Series 1996 Supplemental Bond Indenture. Optional Redemption. The Bonds maturing on or after 1, 2006, in addition to being subject to redemption as otherwise provided herein, shall be subject to redemption at the option of the Issuer, from monies other than those received from AMBAC Indemnity and from monies other than required payments to the Bond Fund, on at least thirty (30) days notice, in whole on any date, or in part on any interest payment date on and after 1, 2006, at the respective redemption prices (expressed as percentages of principal amount) set forth below, together with accrued interest to the date fixed for redemption: C -2 e F Redemption Dates Redemption (Dates Inclusive) Price Special Redemption. The Bonds are subject to redemption at the option of the Issuer from available monies other than monies received from AMBAC Indemnity, in whole or in part, at any time, if such redemption is made from (a) insurance proceeds; (b) expropriation awards; (c) the proceeds of the sale of all or part of the System; or (d) payments received from the Issuer pursuant to an Event of Default under the Indenture. In the event that such redemption is made, such redemption shall be made at the principal amount so redeemed and the interest accrued thereon to the redemption date, but without premium. The Bonds are subject to redemption from available monies other than monies received from AMBAC Indemnity, at the option of the Issuer, in whole at any time, at the principal amounts thereof and accrued interest to the date fixed for redemption, if, as a result of any change in the Constitution of The United States of America or of the State of Oklahoma or legislative or administrative action, whether State or Federal, or by final judgment in a court of competent jurisdiction after the contest thereof by the Beneficiary or the Issuer in good faith, wherein (i) the Indenture, the Security Agreement or the Lease Agreement become void, unenforceable, or impossible of performance in accordance with the intent and purpose of the parties as expressed therein or (ii) the interest on the Bonds shall become includable in gross income for Federal income tax purposes. In the event that such redemption is made, such redemption shall be made at the principal amount so redeemed and the interest accrued thereon to the redemption date, but without premium. No Special Redemption provided for herein is covered by the municipal bond insurance policy issued by the Bond Insurance Company and no such redemption is covered or payable by the Bond Insurance Company. Selection of Bonds Being Redeemed. In the event of any redemption of less than all outstanding Bonds, any maturity or maturities and amounts within maturities to be redeemed shall be selected by the Trustee at the direction of the Issuer. If less than all of the Bonds of the same maturity are to be redeemed, the Trustee shall select the Bonds to be redeemed by lot in such manner as the Trustee may determine. Notice of Redemption. In the event any of the Bonds or portions thereof (which shall be $5,000 or an integral multiple thereof) are called for redemption as aforesaid, notice thereof C -3 identifying the Bonds or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed in whole or in part at the address shown on the registration books maintained by the Trustee. All Bonds so called for redemption will cease to bear interest after the specified redemption date provided funds for their redemption are on deposit at the place of payment at that time. Transfer and Exchange. This Bond is transferable by the registered owner hereof in person or by his attorney duly authorized in writing at the principal office of the Trustee but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of the same maturity or maturities, interest rate or rates, and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. The Bonds are issuable only in the form of fully registered bonds without coupons in the denomination of $5,000 each or any integral multiple thereof. Upon payment of a transfer charge as provided in the Indenture and any required tax, fee or other governmental charge and subject to such conditions, this Bond, upon the surrender hereof at the principal office of the Trustee with a written instrument of transfer, in form and with guarantee of signature satisfactory to the Trustee, duly executed by the registered owner or such owner's duly authorized attorney, may, at the option of the registered owner hereof, be exchanged for an equal aggregate principal amount of Bonds of the same maturity and interest rate of any other authorized denomination. The Issuer and the Trustee shall not be required (a) to issue, transfer or exchange any Bonds during a period beginning at the close of business on the 15th day of the calendar month next preceding either any interest payment date or any date of selection of Bonds to be redeemed and ending at the close of business on the interest payment date or day on which the applicable notice of redemption is given, or (b) to transfer or exchange any Bonds selected, called or being called for redemption in whole or in part. Source of Payment. The Bonds are issued under the provisions of and in full compliance with the Constitution and laws of the State of Oklahoma, particularly the Oklahoma Public Trust Act, Title 60, Oklahoma Statutes 1991, Section 176 to 180.4, as amended and supplemented, a Declaration of Trust dated as of January 10, 1973, as amended by an Amendment to Declaration of Trust dated as of May 1, 1996, creating the Issuer and a resolution of the Issuer authorizing the issuance of the Bonds. C -4 The Bonds shall be solely the obligations of the Issuer and not of the State of Oklahoma nor the Beneficiary. The Bonds are payable solely out of (i) the income, revenues and receipts derived or to be derived from the operation of the water, sanitary sewer and garbage and trash collection systems of the Beneficiary, and the Public Golf Course of the Beneficiary, (ii) a portion of the Beneficiaries 3% sales tax, and (iii) the funds and accounts held under and pursuant to the Indenture and pledged therefor or other income, revenues and receipts received by the Issuer from any other sources as a result of the investment or expenditure of the proceeds derived from the issuance of the Bonds, including, but not by way of limitation, other monies which, by law or contract, may be made available to the Issuer and pledged under and in the manner prescribed in the Indenture. The Bonds are special obligations of the Issuer and do not constitute an obligation, either general or special, of the State of Oklahoma or the Beneficiary within the meaning of any constitutional or statutory provisions whatsoever. THE ISSUER HAS NO TAXING POWER. The Bonds are equally secured by the pledge, lien and covenants made in the Indenture together with the Issuer's Series 2988 Bonds and Series 1993A and Series 1993B Promissory Notes. As provided in the Indenture, Additional Bonds of the Issuer on a parity with the Bonds (the "Additional Bonds ") may be issued from time to time pursuant to supplements to the Indenture. The aggregate principal amount of the Additional Bonds is not limited except as may be provided in the Indenture, as supplemented, and said Additional Bonds to be issued pursuant to supplements to the Indenture are and will be equally secured by the pledge, lien and covenants made therein. Copies of the Indenture, the Security Agreement and the Lease are on file at the office of the Issuer and the principal office of the Trustee. Reference is made to the Act, to the Indenture to the Security Agreement and to the Lease Agreement and any and all supplements thereto and modifications and amendments thereof for a description of the pledge, lien and covenants securing the Bonds, the nature, extent and manner of enforcement of such pledge, lien and covenants, the rights and remedies of the holders of the Bonds with respect thereto, the limitations on such rights and remedies and the terms and conditions upon which the Bonds are issued. Defeasance. The Indenture prescribes the manner in which it may be discharged, including a provision that the Bonds shall be deemed to be paid if certain Authorized Investments, as described therein, maturing as to principal and interest in such amounts and at such times as will provide sufficient funds to pay the principal of and interest on the Bonds, shall have been deposited with the Trustee, after which the Bonds shall no longer be secured by or entitled to the benefits of the Indenture, except for the purposes of registration and exchange of Bonds and of any such payment from such Authorized Investments. C -5 Amendment. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the owners of the Bonds at any time by the Issuer with consent of the owners of fifty -one percent in aggregate principal amount of the Bonds at the time outstanding or the Bond Insurance Company. Any such consent or waiver by the owner of this Bond shall be conclusive and binding upon such owner and upon all future owners of this Bond and of any Bond issued upon the transfer or exchange of this Bond whether or not notation of such consent or waiver is made upon the Bond. The owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. Default. If an "Event of Default" as defined in the Indenture occurs, the principal of all the Bonds may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture also contains provisions permitting the Trustee to waive certain past defaults under the Indenture and their consequences. Recital. The Issuer hereby certifies, recites and declares that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Issuer, does not exceed or violate any constitutional or statutory limitation applicable to the Issuer; and that the revenues pledged to the payment of the principal of, premium, if any, and interest on this Bond and the issue of which it forms a part, as the same become due, are designed to be sufficient in amount for that purpose. Authentication. This Bond shall not be valid and become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee. C -6 IN WITNESS WHEREOF, The Owasso Public Works Authority has caused this Bond to be executed in its name by the signature of its Chairman and attested by the signature of its Secretary (the signature hereon of either or both the Chairman or the Secretary being authorized to be a facsimile of said signature) and its corporate seal to be imprinted hereon by facsimile all as of the Dated Date set out above. (SEAL) ATTEST: By Secretary THE OWASSO PUBLIC WORKS AUTHORITY By Chairman C -7 (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION) This Bond is one of the Bonds of the issue described in the within - mentioned Indenture. LIBERTY BANK AND TRUST COMPANY OF TULSA, NATIONAL ASSOCIATION, as Trustee By Authorized Signature Date of Registration and Authentication: FORM OF TRANSFER FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Tax Identification or Social Security Number) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Wt NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. 1 1 1 1 1 1 1 AMENDMENT TO LEASE THIS AMENDMENT TO LEASE for the convenience of the parties hereto dated as of July 1, 1996, amends the LEASE dated as of July 1, 1973, between the CITY OF OWASSO, OKLAHOMA, an Oklahoma municipal corporation ( "LESSOR ") and THE OWASSO PUBLIC WORKS AUTHORITY, an Oklahoma public trust ( "LESSEE ") as follows: W I T N E S S E T H: WHEREAS, the LESSOR desires to acquire the Owasso Public Golf Course and lease same to the LESSEE in order that the LESSEE may operate and maintain same and pledge the revenues derived therefrom as security for Bonds issued by the LESSEE; and WHEREAS, the LESSEE has agreed to issue its Bonds to acquire the Owasso Public Golf Course for the LESSOR to be leased to the LESSEE hereunder. NOW, THEREFORE in consideration of the mutual covenants contained herein and the issuance of the Bonds by the LESSEE, LESSOR and LESSEE agree as follows: 1. The property, described on Exhibit A attached hereto, leased by the LESSOR to the LESSEE pursuant to the Lease dated July 31, 1973 shall be expanded to include the Owasso Public Golf Course described on Exhibit B, attached hereto. 2. The Schedule of Specific Property attached to the Lease dated July 1, 1973, between the LESSOR and the LESSEE shall be expanded to include that property attached hereto as Exhibit B. ' 3. The term of the Lease dated July 1, 1973, between the LESSOR and the LESSEE shall not expire prior to the date that the Utility Revenue Bonds, Series 1996 issued by the LESSEE are paid. 1 I .. L IN WITNESS WHEREOF, the City of Owasso, Oklahoma, a municipal corporation, as LESSOR, and the Trustees of The Owasso Public Works Authority, a public trust, as LESSEE, have hereunto set their hands, executing this Amendment to Lease in several multiple originals all of which constitute one and the same instrument, on this 2nd day of July, 1996. (SEAL) ATTEST: Marcie Boutwell, City Clerk (SEAL) ATTEST: Marcia Boutwell, Secretary THE CITY OF OWASSO, OKLAHOMA By Danny Ewing, Mayor THE OWASSO PUBLIC WORKS AUTHORITY By 2 Danny Ewing, Chairman I r STATE OF OKLAHOMA ) )SS COUNTY OF TULSA ) On this 2nd day of July, 1996, before me, the undersigned Notary Public in and for the above named State and County, personally appeared Danny Ewing to me known to be the identical person who executed the within and foregoing Amendment to Lease upon behalf of the municipal corporation named as LESSOR therein as the Mayor of said municipal corporation, and acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth. WITNESS MY HAND and seal the date above written. I (SEAL) Notary Public My commission expires r STATE OF OKLAHOMA ) )SS COUNTY OF TULSA ) The foregoing instrument was acknowledged before me this 2nd day of July, 1996, by Danny Ewing, Chairman of The Owasso Public Works Authority, a public trust, on behalf of the trust. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year first above written. 1 (SEAL) Notary Public My commission expires 1 1 1 3 EXHIBIT A The specifically- described property mentioned in Paragraph A of Section 1 of Article I of the Lease to which this Schedule is attached as a part thereof is described as follows: All of that part of the NE1 /4 SW1 /4 NE1 /4 of Section 31, Township 21 North, Range 14 East of the Indian Base & Meridian, Tulsa County, Oklahoma being more particularly described as follows, to wit: Beginning at a point in the north boundary of said NE1 /4 SW1 /4 NE1 /4 125.7 feet east of the northwest corner thereof, said point being also in the south boundary of Ivadel Addition, according to the official recorded plat thereof; thence east along the north boundary of said NE1 /4 SW1 /4 NE1 /4 a distance of 217.80 feet to the southwest corner of Block 2 of said Ivadel Addition; thence 900 to the right a distance of 100.00 feet; thence west and parallel to the north boundary of said NE1 /4 SW1 /4 NE1 /4 a distance of 217.80 feet; thence north 100.00 feet to the point of beginning, containing 0.50 acres. A - 1 • 1 1 EXHIBIT "B" Legal Description OWASSO PUBLIC GOLF COURSE LEGAL DESCRIPTIONS FOR GOLF COURSE PROPERTY IN SECTION 19, TOWNSHIP 21 NORTH, RANGE 14 EAST CORRIDOR BOUNDARIES FOR GOLF HOLES TRACT 1 - Holes 1, 2, 10 & 18 A tract of land located in the West Half of Section 19, Township 21 North, Range 14 East of the Indian Base.and Meridian, Tulsa County, State of Oklahoma, more particular.ly described as follows: Beginning at the Southeast Corner of the Southwest Quarter of the Southwest Quarter of said Section; thence S88 *55'45 "W along the South Line of said Section a distance of 743.12 feet; thence N00 *08112 "E a distance of 79.81 feet; then N66 *12115 "E a distance of 193.46 feet; thence H07 *40134 "E a distance of 703.81 feet; thence H2O *14'24 "W a distance of 368.77 feet; then N13 *31148 11E a distance —of 280.66 feet to a point on a curve to the left having a radius of 509.62 feet and central angle of 34 *44107" a distance of 308.96 feet; thence N60 *02129 "E a distance of 70.27 feet; thence S30 *03118 "E a distance of 52.23 feet; thence N83 *21'34 "E a distance of 947.29 feet; thence S89 *53149 "E a distance of 349.26 feet; thence N32 *13141 "E a distance of 28.68 feet; thence N18 *51107 11W a distance of 644.81 feet; thence NO2 *38155 "E a distance of 58.58 feet; thence N10*29134 11E a distance of 492.25 feet; thence N88 *26125 11E a distance of 245.52 feet; thence S01 *17'30 "E a distance of 146.83 fdet to the center of said Section 19; thence S01 *17'30 "E along the East Line of the West Half of said Section 19 a distance of 1318.92 feet to the Southeast Corner of the Northeast Quarter of the Southwest Quarter; thence S88 *551001W along the South Line of the Northeast Quarter of the Southwest Quarter a distance of 1348.06 -feet; thence SO1 *17'54 "E along the East Line of the Southwest Quarter of the Southwest Quarter of said Section 19 a distance of 1318.63 feet to the Point of Beginning, said tract containing 1483338.41 square feet, or 34.05276 acres, more or less; and TRACT 2 - Holes 3 and 8 A tract of land located in the Northwest Quarter of Section 19, Township 21 North, Range 14 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, more particularly described as follows: Commencing at the Center of Section 19; thence N01 *17'30 "W along the East Line of the West Half of said Section a distance of 207.97 feet to the Point of Beginning; thence 589 *34158 "W a distance of 95.05 feet; thence N50 *11'33 "W a distance of 775.89 feet; thence S71 *05'42 "W a distance of 126.84 feet; thence W j t H, S86 *26'52 "W a distance of 88.63 feet; thence N55 *17116 11W a distance of 528.88 feet; thence N12 *23115 "E a distance 136.03 feet; thence S74 *31'47 "E a distance of 587.71 feet; thence N07 *47114 "E a distance of 168.25 feet; thence N24 *49148 11E a distance of 87.39 feet; thence S83 *29142 11E a distance of 94.23 feet; thence N80 *13140 "E a distance of 103.20 feet; thence S60 *12157 11E a distance of 144.95 feet; thence S30 *03' 18 "E a distance of 104.24 feet; thence S10 *58' 35 "E a distance of 136.25 feet; thence S23 *21'08 "E a distance of 86.88 feet; thence S36 *06131 "E a distance of 268.30 feet; thence N88 *28121 "E a distance of 78.63 feet; thence S01 *17'30 "E along the East Line of the West Half of said Section a distance of 389.26 feet to the Point of Beginning, said tract containing 532273.42 square feet, or 12.21932 acres, more or less; t and TRACT 3 - Holes 4 and 5 A tract of land located in the Northwest Quarter of Section 19, Township 21 North, Range 14 East of the Indian Base and Meridian, Tulsa ' County, State of Oklahoma, more particularly described as follows: Commencing at the Northwest Corner of said Section 19; thence N88 *54'33 "E along the North Line of said Section a distance of 2020.87 feet to the Point of Beginning; thence continuing along said North Line N88 *54'33 "E a distance of 367.94 feet; thence SO4 *37140 "E a distance of 220.35 feet; thence S06 *20152 11W i a distance of 199.04 feet; thence S22 *301320E a distance of 272.87 feet; thence SOO *47'07 "W a distance of 68.74 feet; thence S85 *14110 "W a distance of 117.90 feet; thence S75 *31144 11W a distance of 181.29 feet; thence S03 *13134 "E a distance , of 605.73 feet; thence S80 *13'40 "W a distance of 82.50 feet; thence N31 *18159 11W a distance of 161.30 feet; thence N12 *44113 "W a distance of 573.73 feet; thence S82 *41151 "W a distance of 234.42 feet; thence N45 *30141 "W a distance of 108.03 feet; thence N09 *20141 "W a distance of 112.21 feet; thence N41 *50' 53 "E a distance of 616.81 feet; thence NOO *11105 "W , a distance of 91.61 feet to the Point of Beginning, said tract containing 585748.32 square feet, or 13.44693 or less; acres, more ' and TRACT 4 - Holes 6 and 7 Beginning at the Northwest Corner of said Section 19; thence N88*54'33 "E along the North Line of said Section a distance of 234.43 feet; thence S43 *52136 11E a distance of 621.54 feet; thence N89 *5759 "E a distance of 756.16 feet; thence S01 *20'16 "E a distance of 70.76 feet; thence S05 *21122 11E a distance of 67.15 feet; thence S79 *28103 11W a distance of 952.40 feet; thence S30 *56'20 "E a distance of 144.71 feet; thence S43 *35'08 "E a distance of 544.78 feet; thence S79 *51120 11E a distance of 286.23 feet; thence S57 *39103 11E a distance of 89.69 feet; thence S23 *29'14 "E a distance of 82.92 feet; thence S21 *57148 "W a distance of 134.66 feet; thence S69 *49'40 "W a distance of 114.09 feet; thence N80 *54137 11W a distance of 349.66 feet; thence N45 *55135 "W a distance of 675.59 feet; thence N24 *41130 "W a distance of 529.08 feet; thence S89 *10106 "W a distance of 110.51 feet; thence NO1 *18118 11W along the West Line of said Section a distance of 608.10 feet to the Point of Beginning, said tract containing 905929.05 square feet, or 20.79727 acres, more or less; L:0 x and 1 L� 1 TRACT 5 - Hole 9 and Practice Areas A tract of land located in the West Half of Section 19, Township 21 North, Range 14 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, more particularly described as follows: Commencing at the Southwest Corner of the Northwest Quarter of said Section 19; thence N01 *18118 "W along the West Line of said Northwest Quarter a distance of 658.78 feet to a point 50 feet West of the Northwest Corner of Hale Addition; thence N88 *41'42 "E along the North Line of Hale Addition a distance of 682.38 feet to the Northeast Corner of said Addition; thence S01 *18418 11E along the East Line of said Addition a distance of 162.40 feet to the Point of Beginning; thence N88 *41142 "E a distance of 355.28 feet; thence S35 *01104 "E a distance of 169.44 feet; thence S01 *15150 11E a distance of 668.93 feet; thence S59 *47158 11E a distance of 198.70 feet; thence N49 *39110 "E a distance of 259.78 feet; thence N16 *38101 11E a distance of 781.26 feet; thence S76 *20128 "E a distance of 151.32 feet; thence S05 *54130 11W a distance of 883.39 feet; thence S36 *23111 11W a distance of 93.71 feet; thence S53 *17'1$ "W a distance of 583.35 feet; thence S67 *47103 11W a distance of 117.53 feet; thence S01 *04158 11E a distance of 167.94 feet; thence S60 *02129 11W a distance of 20.74 feet; thence Westerly on a curve to the right having a radius of 449.62 feet and central angle of 56 *21133" a distance of 442.27 feet; thence H63 *35'58 "W a distance of 47.27 feet; thence NO1 *18'18 "W a distance of 1368.83 feet; thence N88 *41130 "E along the South Line of said Hale Addition a distance of 31.98 feet to Southeast Corner of Hale Addition; thence NO1 *18'18 "W along the East Line of said Addition a distance of 166.95 feet to the Point of Beginning, said tract containing 1160997.13 square feet, or 26.65283 acres, more or less. TOTAL AREA FOR THE WEST HALF OF SECTION 19, TOWNSHIP 21 NORTH, RANGE 14 EAST IS 4668286.85 SQUARE FEET, OR 107.17 ACRES. M OWASSO PUBLIC GOLF COURSE LEGAL DESCRIPTIONS FOR GOLF COURSE PROPERTY IN SECTION 30, TOWNSHIP 21 NORTH, RANGE 14 EAST ' CORRIDOR BOUNDARIES FOR GOLF HOLES TRACT 6 - Holes 11, 12, 13, 14, 15, 16 & 17 ' A tract of land located in the West Half of Section 30, Township 21 North, Range 14 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, more particularly described as follows: Commencing at the Northwest Corner of said Section 30; thence N88 *55145 "E along North Line of said Section a distance of 604.49 feet to the Point of Beginning; thence continuing along the North Line of said Section N88 *55145 11E a distance of 1044.46 feet; thence S18 *51' 39 "W a distance of 395.62 feet; thence S60 *27' S9" E a distance of 157.90 feet; thence S17 *25117 "E a distance of 712.62 feet; thence S09 *44'57 "E a distance of 250.96 feet; thence S27 *18'46 "W a distance of 100.57 feet; thence S70 *00147. "W a distance of 125.01 feet; thence N53 *33'24 "W a distance of 134.69 feet; thence N11 *28153 "W a distance of 366.34 feet; thence N19 *53'59 "W a distance of 363.12 feet; thence S83 *52105 "W a distance of 59.42 feet; thence S31 *11'22 "W a distance of 206.44 feet; thence S58 *51102 "W a distance of 209.07 f eet; thence S62*46' 14 "W a di stance of 535.46 f eet; thence S17 *38' 55" E a d i stance of 384.14 feet; thence S09 *33108 11E a distance of 569.67 feet; thence N75 *08112 11E a distance of 205.67 feet; thence S50 *39146 11E a distance of 108.65 feet; thence S29 *50'36 "E a distance of 636.84 feet; thence S38 *03118 "E a distance of 208.44 feet; thence N61 *19142 "E a distance of 125.59 feet; thence N04 *29'33 "E a distance of 1191.59 feet; thence N76 *46'41 "E a distance of 121.59 feet; thence S07 *12120 11E a distance of 637.37 feet; thence S00*01'30 "E a distance of 547.06 feet; thence S21 *00'07 11E distance of 592.83 feet; thence SO1 *02'09 "E a distance of 205.38 feet; thence S89 *31140 11W a distance of 202.94 feet to a point on the East Right - of -Way Line of the Southern Kansas and Oklahoma Railroad; thence along said railroad right -of -way N45 *46142 "W a distance of 567.28 feet; thence along said railroad right -of -way S44 *13118 11W a distance of 75.00 feet; thence along said railroad right -of -way N45 *46'42 "W a distance of 585.68 feet to a point on a curve to the right along said railroad right -of -way having a central angle of 23 *22145" and a radius of 2789.79 feet a distance of 1138.36 feet; thence along said railroad right -of -way N67 *36'04 "E a distance of 100.00 feet; thence along said railroad right -of -way N22 *23157 11W a distance of 396.00 feet; thence along said railroad right -of -way NOO *56'49 "W a distance of 169.40 feet; thence along said railroad right -of -way S88 *19148 "W a distance of 173.16 feet; thence along said railroad right -of -way N22 *23'57 "W a distance of 561.47 feet to a point on the West Line of Section 30; thence continuing along said West Line of Section 30 NO1 *18'18 "W a distance of 48.47 feet; thence N52*30'14 "E a distance of 739.69 feet; thence N00 *08112 "E a distance of 298.83 feet to the Point of Beginning, said tract containing 65.1716 acres, or 2838872.48 square feet, more or less. M. r ' SECOND SUPPLEMENTAL SECURITY AGREEMENT ' THIS SECOND SUPPLEMENTAL SECURITY AGREEMENT dated as of July 1, 1996, supplements and amends the Security Agreement dated as of November 1, 1988, as supplemented by a Supplemental Security Agreement dated as of April 1, 1993, all being by and between THE OWASSO PUBLIC WORKS AUTHORITY (the "Authority ") and the CITY OF OWASSO, OKLAHOMA (the "City "). W I T N E S S E T H: WHEREAS, the Authority and the City entered into the Security ,. Agreement dated as of November 1, 1988 (the "Original Security Agreement "), in order to secure the payment of the Authority's Public Improvement Revenue Bonds, Series 1988 (the "1988 Bonds "), and all indebtedness issued on a parity therewith, and in order to define how certain sales tax revenue was to be received by the City and paid over to the Authority; and WHEREAS, the Authority and the City entered into a Supplemental Security Agreement dated as of April 1, 1993 (the "Supplemental Security Agreement ") in order to secure the payment ' of a Series 1993A Promissory Note to Oklahoma Water Resources Board in the principal amount of $3,630,000 and a Series 1993B Promissory Note to Oklahoma Water Resource Board in the principal amount of $970,000 (collectively, the "Notes "); and WHEREAS, the Authority has determined to issue its Utility Revenue Bonds, Series 1996, in the aggregate principal amount of ' $ (the "1996 Bonds "); and WHEREAS, the City and the Authority have entered into this Second Supplemental Security Agreement in order to establish that a portion of the Sales Tax Revenue (as defined in the Original Security Agreement) shall secure the 1996 Bonds. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants expressed herein and the issuance of the 1996 Bonds by the Authority and other good and valuable consideration, receipt of ' which is hereby acknowledged by the parties hereto, the City and the Authority agree as follows: Section 1. Defined terms used herein and not otherwise defined shall be ascribed the meaning given said terms in the Original Security Agreement. Section 2. The Authority will issue the 1996 Bonds and use the proceeds thereof to acquire the Owasso Public Golf Course for the City. Section 3. The parties hereto agree that the 1996 Bonds shall be secured pursuant to the Original Security Agreement, as amended by the Supplemental Security Agreement and as hereby supplemented ' and amended to the effect that the 1996 Bonds are secured on a LI parity with the 1988 Bonds and the Notes, to the same extent as if said 1996 Bonds were specifically described in the Original Security Agreement; provided however that notwithstanding any provision contained herein or in the Original Security Agreement or ' the Supplemental Security Agreement to the contrary, the 1996 Bonds shall not be secured by the sales tax revenues levied and collected pursuant to Ordinance No. 326 of the City, as amended by Ordinance ' No. 395 (the "Restricted Tax ") . More specifically, the parties hereto agree to segregate the Restricted Tax from the balance of the Sales Tax and said parties will take all action necessary in order to ensure that no portion of the Restricted Tax is utilized to pay debt service on the Notes or the 1996 Bonds. IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Security Agreement to be executed by their respective duly authorized officers and they have caused their respective seals to impressed hereon, all as of the date set forth above. THE OWASSO PUBLIC WORKS AUTHORITY (SEAL) • Chairman ATTEST: ' Secretary (SEAL) ATTEST: City Clerk CITY OF OWASSO, OKLAHOMA Mayor 2 DEPOSITORY HANK AGREEMENT THIS DEPOSITORY BANK AGREEMENT, dated as of the 1st day of July, 1996, by and among the Trustees of The Owasso Public Works Authority (the "Authority "), the City of Owasso, Oklahoma (the "City ") and First Bank of Owasso, Owasso, Oklahoma (the "Bank "), ' W I T N E S S E T H: ' WHEREAS, the Authority is a public trust duly created and existing under Oklahoma law for the benefit of the citizens of Owasso, Oklahoma; and WHEREAS, the Authority has issued its $6,100,000 Public Improvement Bonds, Series 1988 (the "1988 Bonds "), its $3,630,000 Series 1993A Note (the "1993A Note "), $970,000 Series 1993B Note (the "1993B Note ") and its $ Utility Revenue Bonds, Series 1996 (the 111996 Bonds" and together with the 1988 Bonds, the 1993A Note and the 1993B Note, herein collectively called "Bonds ") pursuant to the terms of a Bond Indenture dated as of November 1, 1988, by and between the Authority and The First National Bank and Trust Company of Tulsa, as supplemented by a Series 1993A ' Supplemental Note Indenture, a Series 1993B Supplemental Note Indenture and a Series 1996 Supplemental Bond Indenture all being between the Authority and Liberty Bank and Trust Company of Tulsa, successor in interest to The First National Bank and Trust Company ' of Tulsa, as Trustee (herein collectively called "Bond Indenture "); and P1 WHEREAS, the Authority has entered into a Lease dated as of July 14, 1973, as amended by an Amendment to Lease Agreement between the Authority and the City (hereinafter collectively referred to as the "Lease Agreement ") which entitles the Authority to receive the Gross Revenues from the leasehold estate (the "Gross Revenues ") which have been pledged to the Trustee, as security for the Bonds pursuant to Bond Indenture; and WHEREAS, the Authority and the City have entered into a Security Agreement dated as of November 1, 1988, as supplemented by a Supplemental Security Agreement dated as of April 1, 1993, and a Second Supplemental Security Agreement dated as of July 1, 1996 (herein collectively called the "Security Agreement ") wherein the City agrees to pay to the Authority a portion of the City's 3% Sales Tax Revenue (the "Sales Tax Revenue ") which Sales Tax Revenue has been pledged to the Trustee as security for the Bonds pursuant to the Bond Indenture; and WHEREAS, said Bank is a national banking association duly organized and doing business under the laws of the United States and of the State of Oklahoma, and having it principal office in the City of Owasso, Oklahoma, and said Bank is willing and desires to 6. function as depository bank for the Authority pursuant to the terms of the Lease Agreement, the Security Agreement, the Bond Indenture and this Depository Bank Agreement; I NOW, THEREFORE, in consideration of the payment by the Bank to the Authority of the sum of one dollar ($1.00), receipt of which is hereby acknowledged, and in consideration of the acceptance by the Bank of this Depository Bank Agreement and the Trust hereby created, the parties hereto agree as follows: 1. That Bank does hereby agree to serve as and hereby accepts the rights, benefits and obligations of Depository Bank to the Authority pursuant to the terms of the Bond Indenture heretofore mentioned, said documents being incorporated herein by reference. 2. The Bank shall faithfully hold in trust any and all sums ' of money deposited in it by the City of Owasso or by the Authority for or to the account of the Authority, according to the terms of the Bond Indenture, and shall hold, invest, transfer or disburse such funds in accordance with said Bond Indenture. ' 3. The Bank shall be entitled to reasonable compensation for its services rendered to the Authority, according to the terms of the Bond Indenture. 4. The Bank shall not be liable for the exercise of reasonable discretion and judgment in the performance of its obligations under this Depository Bank Agreement or as provided for in the Bond Indenture. 5. The Bank shall faithfully act and function as the agent of the Authority in transferring or disbursing to the Trustee, on behalf of the Authority, any and all sums of money called for to be transferred or paid over according to the terms of the Bond Indenture, including, but not limited to Article IV Section 4.01C and D thereof, for the equal and proportionate payment of all Bonds outstanding under the Bond Indenture and shall further transfer, disburse or pay out to other persons or entities such other sums as it is directed, in writing, by the Authority or the Trustee to do, provided such transfers, disbursements or payments are not inconsistent with the terms of the Bond Indenture. 6. The Bank shall serve until further notice, at the pleasure of the Authority and the Trustee according to the Bond Indenture, or until the terms of the Indenture are fully completed and satisfied. 7. The Authority shall faithfully comply with all terms and provisions of the Lease Agreement, the Bond Indenture and this Depository_ Bank Agreement. 2 IN WITNESS WHEREOF, this Depository Bank Agreement is executed by the Authority by its Chairman, attested by its Secretary, by the City by its Mayor, attested by its City Clerk and the Bank for itself, its successor or successors, has by its execution hereof, signified its acceptance of the trust hereby created and imposed, all as of the day and year first above written. (SEAL) ATTEST: Secretary (SEAL) ATTEST: City Clerk (SEAL) ATTEST: Authorized Officer THE OWASSO PUBLIC WORKS AUTHORITY By: Chairman THE CITY OF OWASSO, OKLAHOMA By: Mayor FIRST BANK OF OWASSO, Owasso, Oklahoma By: 3 President