HomeMy WebLinkAbout2025-015-06.18.2025 Post-Issuance Compliance Policy June 18, 2025
The Board of Trustees of the Municipal Communications Utility of the City of
Waterloo, State of Iowa, met in ��u,A session, in the Harold E. Getty Council
Chambers, 715 Mulberry Street, Wa'erloo Iowa, at '00 Q .M., on the above
date. There were present Chairperson \ 4
p,T\ f- , in the chair, and the following
named Board Members:
Absent: -VDCA-- YYZo VA o n ck \ ) ' oLnck 5
* * * * * * *
1
Board Member \<,1 f t(---k,h b Ot introduced the following Resolution entitled
"RESOLUTION APPROVING`PAST-ISSUANCE COMPLIANCE POLICY" and moved that it
be adopted. Board Member p seconded the motion to adopt, and the roll
being called thereon, the vote was as follows:
AYES: VGS1 \c A-) V.v- b m anAyd1�rn
NAYS: OY`C__-
Whereupon, the Chairperson declared the Resolution duly adopted as follows:
RESOLUTION APPROVING POST-ISSUANCE COMPLIANCE POLICY
WHEREAS,the Municipal Communications Utility of the City of Waterloo, State of
Iowa, also known as Waterloo Fiber, sometimes hereinafter referred to as the "Utility", is a
municipal corporation duly incorporated, organized and existing under and by virtue of the
constitution and laws of the State of Iowa; and
WHEREAS, various requirements apply under the Internal Revenue Code and Income
Tax Regulations (hereinafter "IRS Requirements") including information filing and other
requirements related to issuance,the proper and timely use of bond-financed property, and
arbitrage yield restriction and rebate requirements; and
WHEREAS,to comply with the IRS Requirements, governmental bond issuers must
ensure that the rules are met at the time the bonds, capital loan notes or lease-purchase
obligations (hereinafter "bonds") are issued and throughout the term of the bonds; and
WHEREAS,this includes the continued review of post-issuance obligations and
maintenance of records:
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE
MUNICIPAL COMMUNICATIONS UTILITY OF THE CITY OF WATERLOO, STATE OF
IOWA:
Section 1. The "Post-Issuance Compliance Policy" (hereinafter "Policy")attached hereto
as Exhibit A is hereby adopted and approved.
Section 2. The official designated in said policy shall take any and all action necessary to
properly implement the policy.
2
PASSED AND APPROVED this 1� day of ,\u_flQ , 2025.
ars no of th Board of Trustees
ATTEST:
Vi 1 1 I IA j _
Secretary of the :f i and of Trustees
3
CERTIFICATE
STATE OF IOWA )
) SS
COUNTY OF BLACKHAWK )
I,the undersigned Secretary of the Board of Trustees of the Municipal Communications
Utility of the City of Waterloo, State of Iowa, do hereby certify that attached is a true and
complete copy of the portion of the corporate records of the Utility showing proceedings of the
Board, and the same is a true and complete copy of the action taken by the Board with respect to
the matter at the meeting held on the date indicated in the attachment, which proceedings remain
in full force and effect, and have not been amended or rescinded in any way; that meeting and all
action thereat was duly and publicly held in accordance with a notice of meeting and tentative
agenda, a copy of which was timely served on each member of the Board and posted on a
bulletin board or other prominent place easily accessible to the public and clearly designated for
that purpose at the principal office of the Board (a copy of the face sheet of such agenda being
attached hereto)pursuant to the local rules of Chapter 21, Code of Iowa, upon reasonable
advance notice to the public and media at least twenty-four hours prior to the commencement of
the meeting as required such law and with members of the public present in attendance; I further
certify that the individuals named therein were on the date thereof duly and lawfully possessed of
their respective offices as indicated therein,that no Board vacancy existed except as may be
stated in the proceedings, and that no controversy or litigation is pending,prayed or threatened
involving the incorporation, organization, existence or boundaries of the Utility or the right of
the individuals named therein as officers to their respective positions.
WITNESS my hand this VIS day of J UCIC, , 2025.
"q" --elle/ k
ecretary the Board of Trustees of the
Municipal Communications Utility of the City
of Waterloo, State of Iowa
02369561\16548-022
_____. _
/ I� \`�
1
j r1 v
EXHIBIT "A"
THE MUNICIPAL COMMUNICATIONS UTILITY OF THE CITY OF WATERLOO,
ALSO KNOWN AS WATERLOO FIBER,STATE OF IOWA
POST-ISSUANCE COMPLIANCE POLICY FOR
TAX-EXEMPT OBLIGATIONS
1. Definitions.
"Bonds"means all tax-exempt obligations issued by the Issuer, including but not limited to
bonds, notes and lease-purchase contracts.
"Code" means Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as
amended.
"Rules" means Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as
amended, and the U.S. Treasury Regulations promulgated thereunder.
"Advisors" means the Issuer's bond counsel, municipal advisor, paying agent, and rebate analyst.
"Governing Body" means the Board of Trustees of the Municipal Communications Utility of the
City of Waterloo, Iowa.
"Issuer" means of the Municipal Communications Utility of the City of Waterloo, also known as
Waterloo Fiber, State of Iowa.
"Fiber System" means fiber communication system, including backbone, distribution system,
electronics, and related infrastructure and facilities.
2. Purpose. Issuers of tax-exempt governmental Bonds must comply with federal tax rules
pertaining to expenditure of proceeds for qualified costs, rate of expenditure, use of bond
financed property, investment of proceeds in compliance with arbitrage rules, and retention of
records. As an issuer of such Bonds, the Governing Body of the Issuer is required by the terms
of Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended, and the
U.S. Treasury Regulations promulgated thereunder,to take certain actions subsequent to the
issuance of the Bonds to ensure the continuing tax-exempt status of such Bonds. Further,
Section 6001 of the Code and Section 1.6001-1(a) of the Treasury Regulations impose record
retention requirements on the Issuer with respect to its tax-exempt governmental Bonds. This
policy is designed to ensure that the Issuer complies with its tax compliance obligations under
applicable provisions of the Rules.
1
3. Effective Date and Term. The effective date of this policy shall be the date of approval
by the Governing Body, and shall remain in effect until superseded or terminated by action of the
Governing Body. The Issuer shall comply with this policy upon issuance of Bonds and as long
as the Bonds remain outstanding. This policy may be revised to comply with amendments to the
Rules during the period the Bonds are outstanding.
4. Compliance Coordinator:
a) The General Manager("Coordinator") shall be responsible for monitoring
post-issuance compliance to ensure that the Issuer successfully carries out its tax
compliance requirements under applicable provisions of the Rules with regard to
all obligations of the Issuer.
b) The Coordinator shall be assisted by other staff and officials when appropriate
and at the Coordinator's discretion. The Coordinator shall be responsible for
assigning post-issuance tax compliance responsibilities to other staff and to the
Advisors.
c) The Coordinator will maintain a copy of the transcript of proceedings in
connection with the issuance of any tax-exempt obligations. Coordinator will
obtain such records as are necessary to meet the requirements of this policy.
d) The Coordinator shall be authorized to retain and consult with the Advisors
during the time the Bonds are outstanding for assistance in carrying out post-
issuance tax compliance requirements. The Coordinator shall utilize such other
professional service organizations as are necessary to ensure compliance with the
post-issuance tax compliance requirements of the Issuer. The Coordinator shall
consult with the Advisors, IRS publications and such other resources as are
necessary to understand and meet the requirements of this policy.
e) Training and education of Coordinator will be sought and implemented upon the
occurrence of new developments and upon the hiring of new personnel to
implement this policy. The Coordinator shall also provide training and
educational resources to staff responsible for ensuring compliance with any
portion of the tax compliance requirements of this policy.
5. Financing Transcripts. The Coordinator shall confirm the proper filing of an 8038 Series
return,and maintain a transcript of proceedings for all tax-exempt obligations issued by the
Issuer, including but not limited to all tax-exempt bonds, notes and lease-purchase contracts.
Each transcript shall be maintained until eleven(11)years after the tax-exempt obligation it
documents has been retired. Said transcript shall include, at a minimum:
a) Form 8038s;
b) minutes, resolutions, and certificates;
c) certifications of issue price from the underwriter;
2
d) formal elections required by the IRS;
e) trustee statements;
f) records of refunded Bonds, if applicable;
g) correspondence relating to bond financings; and
h) reports of any IRS examinations for bond financings.
6. Proper Use of Proceeds. The Coordinator shall review the resolution authorizing
issuance for each tax-exempt obligation issued by the Issuer, and shall:
a) obtain a computation of the yield on such issue from the Issuer's financial
advisor;
b) create a separate Project Fund(with as many sub-funds as shall be
necessary to allocate proceeds among the projects being funded by the
issue) into which the proceeds of issue shall be deposited;
c) review all requisitions, draw schedules, draw requests, invoices and bills
requesting payment from the Project Fund;
d) determine whether payment from the Project Fund is appropriate, and if
so, make payment from the Project Fund (and appropriate sub-fund if
applicable);
e) maintain records of the payment requests and corresponding records
showing payment;
f) consult with the Advisors to ensure that such expenditures are within the
sixty (60) day period prior to the date in which the Issuer made a
"declaration of intent" to reimburse such costs or are preliminary
expenditures under the Code, in the event the Issuer seeks to utilize bond
proceeds for costs that were incurred prior to the issuance of the Bonds;
g) maintain records showing the earnings on, and investment of, the Project
Fund;
h) ensure that all investments acquired with proceeds are purchased at fair
market value;
i) identify bond proceeds or applicable debt service allocations that must be
invested with a yield-restriction and monitor the investments of any yield-
restricted funds to ensure that the yield on such investments does not
exceed the yield to which such investments are restricted;
j) maintain records related to any investment contracts, credit enhancement
transactions, and the bidding of financial products related to the proceeds;
3
7. Timely Expenditure and Arbitrage/Rebate Compliance. The Coordinator shall review the
Tax-Exemption Certificate (or equivalent) for each tax-exempt obligation issued by the Issuer
and the expenditure records provided in Section 6 of this policy, above, and shall:
a) ensure that the expenditure of bond proceeds will be monitored against the
expenditure expectations represented in such certificate for such bond
issue to ensure that:
• Five percent(5%)of the net sale proceeds were spent or committed
within six (6)months of the issue date;
• Eighty-five percent(85%)of the net sale proceeds were spent within
three (3)years of the issue date; and
• the Issuer proceeded with due diligence to complete the project and
fully spend the net sale proceeds.
Failure to meet the expected expenditure expectations represented in the
tax compliance certificate for such bond issue shall be documented and
retained by the Coordinator in the records for the bond issue.
b) monitor and ensure that proceeds of each such issue are spent within the
temporary period set forth in such certificate;
c) if the Issuer does not meet the"small issuer" exception for said obligation,
monitor and ensure that the proceeds are spent in accordance with one or
more of the applicable exceptions to rebate as set forth in such certificate;
d) not less than 60 days prior to a required expenditure date confer with bond
counsel and a rebate consultant if it appears expenditures will fail to meet
the applicable temporary period or rebate exception expenditure
requirements of the Tax-Exemption Certificate; and
e) in the event of failure to meet a temporary period or rebate exception:
i. procure a timely computation of any rebate liability and, if rebate
is due, file a Form 8038-T and arrange for payment of such rebate
liability;
ii. arrange for timely computation and payment of"yield reduction
payments"(as such term is defined in the Code and Treasury
Regulations), if applicable.
f) ensure that the investment of bond proceeds is made only in permitted
investments of the Issuer as outlined in Iowa Code chapters 12B and 12C,
and any official policy;
4
g) consult with the Advisors to ensure that the investment of bond proceeds
is performed in compliance with the arbitrage rules and rebate
requirements;
h) consult with the Advisors to identify bond proceeds that must be yield-
restricted and shall monitor the investments of any yield-restricted funds
to ensure that the yield on such investments does not exceed the yield to
which such investments are restricted;
i) contact the Rebate Analyst(and, if appropriate, bond counsel)prior to 1)
the fifth anniversary of the date of issuance of each issue of Bonds of the
Issuer, 2) each fifth anniversary thereafter, 3) final maturity of the Bonds,
and 4)redemption of the Bonds,to arrange for calculations and reports of
the rebate requirements with respect to such Bonds; and
j) if a rebate payment is required to be paid by the Issuer,the Coordinator
shall prepare or cause to be prepared the appropriate form to be filed with
the IRS (Form 8038-T).
8. Filings with Internal Revenue Service. The Coordinator, with assistance from bond
counsel, shall ensure that each issuance of Bonds is properly reported with the Internal Revenue
Service (IRS) as required by Section 149(e)of the Code. On the issue date of each series of
Bonds, the Coordinator shall consult with the Advisors to identify the deadline to file the
requisite IRS form for such issue.
9. Reporting the Issuance of Tax-Exempt Bonds. The original issuance of a tax-exempt
bond issue with an issue price of one hundred thousand dollars ($100,000) or greater shall be
reported on Form 8038-G. The original issuance of a tax-exempt bond issue with an issue price
less than one hundred thousand dollars ($100,000) shall be reported on Form 8038-GC.
• Forms 8038-G and 8038-GC shall be filed by the Coordinator or bond counsel no
later than the 15th day of the 2nd calendar month following the quarter in which
the Bonds were issued.
• The Coordinator shall consult with the Advisors to ensure the Form 8038-G is
accurately filled out.
10. Rebate Reporting Requirements. The Coordinator shall contact the rebate analyst prior to
1)the 5th anniversary of the issue date on each series of Bonds, 2) each 5th anniversary
thereafter, 3) final maturity of the Bonds, and 4) redemption of the Bonds,to arrange for
calculations of the rebate requirements with respect to such Bonds. If a rebate payment is
required to be paid, the Coordinator shall prepare or cause to be prepared a Form 8038-T, and
submit such Form 8038-T to the IRS with the required rebate payment. If the Issuer is
authorized to recover a rebate payment previously paid, the Coordinator shall consult with
5
Advisors and may prepare or cause to be prepared a Form 8038-R, with respect to such rebate
recovery, and submit such Form 8038-R to the IRS.
11. Proper Use of Bond Financed Assets. The Coordinator shall monitor the use of all bond-
financed facilities in order to determine whether private business uses of bond-financed facilities
have exceeded the limits set forth in Section 141(b)of the Code (generally 10% of bond
proceeds; sometimes 5% of bond proceeds) as a result of output contracts, leases and subleases,
licenses, management contracts, research contracts,naming rights agreements or other
arrangements that provide special legal entitlements to nongovernmental persons. To this end,
the Coordinator shall:
a) maintain appropriate records and a list of all bond financed assets. Such records
shall include the actual amount of proceeds (including investment earnings) spent
on each of the bond financed assets;
b) with respect to each bond financed asset, the Coordinator will monitor and confer
with bond counsel with respect to all proposed:
i. management contracts,
ii. service agreements,
iii. research contracts,
iv. naming rights contracts,
v. leases or sub-leases,
vi. joint venture, limited liability or partnership arrangements,
vii. sale of property;
viii. any other change in use of such asset;
ix. reservation of capacity or other special treatment or entitlements; or
x. output contracts (including retail and wholesale requirements
contracts);
c) maintain a copy of the proposed agreement, contract, lease or arrangement,
together with the response by bond counsel with respect to said proposal for at
least three (3)years after retirement of all tax-exempt obligations issued to fund
all or any portion of bond financed assets, or obligations issued to refund those
obligations; and
d) provide training and educational resources to any staff member that has the
primary responsibility for the operation, maintenance, or inspection of bond-
financed facilities with regard to the limitations on the private business use and on
the private security or payments with respect to bond-financed facilities;
e) ensure that no item of bond-financed property will be sold or transferred to a
nonexempt party without advance arrangement of a"remedial action" under the
applicable Treasury Regulations and the Coordinator shall consult with bond
counsel prior to the sale or transfer of any bond-financed property; and
6
f) In the event of an action with respect to a bond financed asset,which may cause
the private business tests or private loan financing test to be met, the Coordinator
shall contact bond counsel and ensure timely remedial action under IRS
Regulation Sections 1.141-12.
12. Fiber System.
Financing a Fiber System:
The Coordinator shall make the following determination with respect to a Fiber System:
a) whether the Issuer will use all or a portion of the proceeds of the bond issue to
finance all or a portion of a Fiber System;
Fiber or Capacity Contracts—Purchase of Available Fiber or Capacity by Nongovernmental
Persons:
The purchase pursuant to a contract by a nongovernmental person of available fiber or
capacity of a Fiber System financed with proceeds of an issue may be taken into account
under the private business tests. To this end,the Coordinator shall monitor arrangements
for the sale of fiber or capacity and confer with bond counsel in order to determine
whether such contracts cause an issue to meet the private business tests in Section 1.141-
3 of the Rules.
The Coordinator shall examine and monitor all proposed sales of available fiber or
capacity, including sales at wholesale or retail, for compliance with Section 1.141-3 of
the Rules and confer with bond counsel, as necessary.
13. Record Retention—General Project Records. For each project financed with tax-exempt
obligations,the Coordinator shall maintain,until three (3)years after retirement of the tax-
exempt obligations or obligations issued to refund those obligations,the following:
a) appraisals, demand surveys or feasibility studies,
b) applications, approvals and other documentation of grants,
c) depreciation schedules,
d) contracts respecting the project.
14. Record Retention—Bond issues. Management and retention of records related to bond
issues shall be supervised by the Coordinator. Records and documents pertaining to
cancellation,transfer,redemption or replacement of Issuer Bonds shall be preserved by the
Issuer or its agent for a period of not less than eleven (11)years, as set forth in Iowa Code
Section 76.10. Other records shall be retained during the period in which the Bonds remain
7
outstanding (plus any refunding Bonds)plus three (3)years. Records may be in the form of
documents and electronic copies of documents, appropriately indexed to specific bond issues and
compliance functions.
The Coordinator shall collect and retain the following records with respect to each issue of
Bonds of the Issuer and with respect to the facilities financed with the proceeds of such Bonds:
• audited financial statements of the Issuer;
• appraisals, demand surveys, or feasibility studies, if any, with respect to the
facilities to be financed with the proceeds of such Bonds;
• publications,brochures, and newspaper articles, if any,related to the bond
financing;
• trustee or paying agent statements;
• records of all investments and the gains (or losses) from such investments;
• paying agent or trustee statements regarding investments and investment earnings;
• reimbursement resolutions, if any,and expenditures reimbursed with the proceeds
of such Bonds;
• allocations of proceeds to expenditures (including costs of issuance) and the dates
and amounts of such expenditures(including any requisitions, expenditure/draw
schedules, expenditure/draw requests, invoices,bills, and cancelled checks with
respect to such expenditures;
• contracts entered into for the construction, renovation, or purchase of bond-
financed facilities;
• an asset list or schedule of all bond financed depreciable property and any
depreciation schedules with respect to such assets or property;
• records of the purchases and sales of bond-financed assets;
• private business uses of bond-financed facilities that arise subsequent to the date
of issue through output contracts, leases and subleases, licenses,management
contracts,research contracts, naming rights agreements, or other arrangements
that provide special legal entitlements to nongovernmental persons and copies of
any such agreements or instruments; arbitrage rebate reports and records of rebate
and yield reduction payments, if any; resolutions or other actions, if any,taken by
the Governing Body subsequent to the date of issue with respect to such Bonds;
• formal elections authorized by the Code or Treasury Regulations that are taken
with respect to such Bonds;
• relevant correspondence relating to such Bonds;
• documents related to guaranteed investment contracts or certificates of deposit,
credit enhancement transactions, and financial derivatives entered into subsequent
to the date of issue;
• copies of any and all forms filed with the IRS for each series of Bonds including,
as applicable, Form 8038-G or Form 8038-GC; and
• the official transcript prepared by bond counsel with respect to each series of
Bonds of the Issuer.
8
15. Identification of Violations and Corrections. If, during the period the Bonds remain
outstanding, it is determined that a violation of federal tax requirements may have occurred,the
Coordinator shall immediately consult with the Advisors to ensure that corrective or remedial
action is taken. In consultation with bond counsel,the Coordinator shall become acquainted with
the remedial actions under Treasury Regulations, Section 1.141-12,to be utilized in the event
that private business use of bond-financed facilities exceeds the limits under Section 141(b)(1)of
the Code. In consultation with bond counsel, the Coordinator shall become acquainted with the
Tax Exempt Bonds Voluntary Closing Agreement Program, described in Notice 2008-31, 2008-
11 I.R.B. 592,to be utilized as a means for an issuer to correct any post-issuance infractions of
the Rules with respect to its outstanding Bonds.
16. Advance Refundings. [At the time of adoption of this policy, advance refunding of bonds
are no longer allowed. This section shall not apply unless advance refunding bonds are once
again allowed by applicable law.] The Coordinator, shall be responsible for the following
current,post issuance and record retention procedures with respect to advance refunding Bonds:
a) Identify and select Bonds to be advance refunded with advice from internal
financial personnel, and a financial advisor;
b) The Coordinator shall identify, with advice from the financial advisor and bond
counsel, any possible federal tax compliance issues prior to structuring any
advance refunding;
c) The Coordinator shall review the structure with the input of the financial advisor
and bond counsel, of advance refunding issues prior to the issuance to ensure (i)
that the proposed refunding is permitted pursuant to applicable federal tax
requirements if there has been a prior refunding of the original bond issue; (ii)that
the proposed issuance complies with federal income tax requirements which
might impose restrictions on the redemption date of the refunded Bonds; (iii)that
the proposed issuance complies with federal income tax requirements which allow
for the proceeds and replacement proceeds of an issue to be invested temporarily
in higher yielding investments without causing the advance refunding Bonds to
become"arbitrage Bonds"; and (iv)that the proposed issuance will not result in
the issuer's exploitation of the difference between tax exempt and taxable interest
rates to obtain an financial advantage nor overburden the tax exempt market in a
way that might be considered an abusive transaction for federal tax purposes.
d) The Coordinator shall collect and review data related to arbitrage yield restriction
and rebate requirements for advance refunding Bonds. To ensure such
compliance,the Coordinator shall engage a rebate consultant to prepare a
verification report in connection with the advance refunding issuance. Said report
shall ensure said requirements are satisfied.
e) The Coordinator shall, whenever possible,purchase SLGS to size each advance
refunding escrow. The financial advisor shall be included in the process of
9
subscribing SLGS. To the extent SLGS are not available for purchase,the
Coordinator shall, in consultation with bond counsel and the financial advisor,
comply with IRS regulations.
f j To the extent as issuer elects to the purchase a guaranteed investment contract,the
Coordinator shall ensure, after input from bond counsel, compliance with any
bidding requirements set forth by the IRS regulations.
g) In determining the issue price for any advance refunding issuance, the
Coordinator shall obtain and retain issue price certification by the purchasing
underwriter at closing.
h) After the issuance of an advance refunding issue, the Coordinator shall ensure
timely identification of violations of any federal tax requirements and engage
bond counsel in attempt to remediate same in accordance with IRS regulations.
17. Continuing Disclosure. The Coordinator shall assure compliance with each continuing
disclosure certificate and annually, per continuing disclosure agreements, file audited annual
financial statements and other information required by each continuing disclosure agreement.
The Coordinator will monitor material events as described in each continuing disclosure
agreement and assure compliance with material event disclosure. Events to be reported shall be
reported promptly,but in no event not later than ten(10) Business Days after the day of the
occurrence of the event. Currently, such notice shall be given in the event of:
a) Principal and interest payment delinquencies;
b) Non-payment related defaults, if material;
c) Unscheduled draws on debt service reserves reflecting financial difficulties;
d) Unscheduled draws on credit enhancements relating to the Bonds reflecting
financial difficulties;
e) Substitution of credit or liquidity providers, or their failure to perform;
f) Adverse tax opinions,the issuance by the Internal Revenue Service of proposed
or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax-exempt
status of the Bonds, or material events affecting the tax-exempt status of the
Bonds;
g) Modifications to rights of Holders of the Bonds, if material;
h) Bond calls (excluding sinking fund mandatory redemptions), if material, and
tender offers;
10
i) Defeasances of the Bonds;
j) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
k) Rating changes on the Bonds;
1) Bankruptcy, insolvency, receivership or similar event of the Issuer;
m) The consummation of a merger, consolidation, or acquisition involving the Issuer
or the sale of all or substantially all of the assets of the Issuer, other than in the
ordinary course of business,the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material; and
n) Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
o) Incurrence of a Financial Obligation of the obligated person, if material*, or
agreement to covenants, events of default, remedies,priority rights, or other
similar terms of a Financial Obligation of the obligated person, any of which
affect security holders, if material*; and
p) Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the obligated person,
any of which reflect financial difficulties.
*Materiality is determined upon the incurrence of each distinct Financial Obligation,
taking into account all relevant facts and circumstances. A Financial Obligation is
considered to be incurred when it is enforceable against the Issuer. Event notices for
Financial Obligations(e.g. under 15 and 16 above) should generally include a description
of the material terms of the Financial Obligation, including: (i)date of the incurrence, (ii)
principal amount, (iii)maturity and amortization; (iv) interest rate(s), if fixed, or method
of computation, if variable, (v) other appropriate terms, based on the circumstances. In
addition to a summary of material terms, the Issuer may alternatively, or in addition,
submit related materials, such as transaction documents (which may require some
redaction),terms sheets prepared in connection with the Financial Obligation, or
continuing covenant agreements or financial covenant reports.
18. Other Post-Issuance Actions. If, in consultation with the Advisors, the Coordinator
determines that any additional action not identified in this policy must be taken by the
Coordinator to ensure the continuing tax-exempt status or "qualified" status of any issue of the
Issuer's Bonds, the Coordinator shall take such action if the Coordinator has the authority to do
so. If, after consultation with the Advisors,the Coordinator determines that this policy shall be
11
amended or supplemented to ensure the continuing tax-exempt status or "qualified" status of any
issue of the Issuer's Bonds, the Coordinator shall follow the appropriate Issuer policy or
procedure that this document be so amended or supplemented.
4937-0927-2653-1\24268-001
12