HomeMy WebLinkAboutDelivery Certificate DELIVERY CERTIFICATE
We the undersigned Chairperson and Secretary of the Board of Trustees of the Municipal
Communications Utility, City of Waterloo, Iowa, do hereby certify that we are the officers,
respectively below indicated, of a municipal corporation in the State of Iowa, known as the City
of Waterloo, State of Iowa;that in pursuance of the provisions of Sections 384.24A and 384.83,
Code of Iowa,there have been heretofore lawfully authorized and this day by us lawfully
executed, issued, caused to be registered, authenticated and delivered fully registered
Communications Utility Revenue Capital Loan Notes, Series 2025, of the City of Waterloo, by
and through the Board of Trustees of the Municipal Communications Utility, State of Iowa, in
the amount of$60,000,000 dated December 30, 2025 (the"Notes"), evidencing the obligations
of the Board under the Loan Agreement and the Continuing Covenant Agreement of like date
with Western Alliance Business Trust(the"Continuing Covenant Agreement"). Capitalized
terms used herein and not otherwise defined shall have the meaning given in the Continuing
Covenant Agreement or the Resolution(as defined in the Continuing Covenant Agreement), as
applicable.
A single Note has been executed with the manual or facsimile signature of the
Chairperson and the manual or facsimile signature of the Secretary of the Board of Trteeof
The Municipal Communications Utility. The Note bears interest and matures as outlia d in the
Continuing Covenant Agreement and the Resolution.
The Note has been delivered to the Bank and has been paid for by the Bank in accordance
with the terms of the Purchase Agreement of like date.
We further certify that no controversy or litigation is pending,prayed or threatened
involving the incorporation, organization, existence or boundaries of the City, or the titles of the
undersigned officers to their respective positions, or the validity of the Notes, or the pledge of the
Project Fund (as defined in the Resolution),to the payment of the Notes or the power and duty of
the City to construct, own and operate the Municipal Communications Utility as a revenue
producing undertaking and to provide,charge and apply adequate rates and charges, and that
none of the proceedings or authority for the issuance of the Notes has been repealed, revoked,
rescinded, or modified in any manner.
We further certify (A)that there has been no event or circumstance since June 30, 2025,
that has had or could be reasonably expected to have, either individually or in the aggregate, a
Material Adverse Effect(as defined in the Continuing Covenant Agreement), (B)that the
representations and warranties contained in Article V of the Continuing Covenant Agreement
and the other Related Documents(as defined in the Continuing Covenant Agreement) are true
and correct in all material respects on December 30, 2025, and (C)no event has occurred and is
continuing, or would result from entry into the Continuing Covenant Agreement, which would
constitute a Default or Event of Default(each as defined in the Continuing Covenant
Agreement).
We further certify that each of the officers whose signatures appear on the Notes were in
occupancy and possession of their respective offices at the time the Notes were executed and do
hereby adopt and affirm their signatures appearing in the Notes.
We further certify that the present financial condition of the Municipal Communications
Utility is as follows:
Total communications utility revenue bonded indebtedness,
including above-mentioned Communications Utility $
Revenue Capital Loan Notes, Series 2025
All other indebtedness of any kind, payable from $
Communications Utility Revenue
IN WITNESS WHEREOF,we have hereunto affixed our hands at the City of Waterloo,
State of Iowa,this day of , 2025.
•' Chairperson
-17 `.` Secret of the Board of Trustees
(SEAL) 'T•
4934-5137-8563-1\24268-001