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HomeMy WebLinkAboutRegistered NoteREGISTERED Note No. 1 REGISTERED Principal Amount $60,000,000 UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF BLACK HAWK CITY OF WATERLOO MUNICIPAL COMMUNICATIONS UTILITY COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTE, SERIES 2025 Interest Rate Maturity Date Note Date 5.15% December 1, 2030 December 30, 2025 The City of Waterloo, by and through its Board of Trustees of the Municipal Communications Utility, State of Iowa, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to WESTERN ALLIANCE BUSINESS TRUST, PHOENIX, ARIZONA or registered assigns, the principal sum of SIXTY MILLION DOLLARS in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the Secretary of the Board of Trustees, Paying Agent of this issue, or its successor, with interest on such sum from the date hereof until paid at the rate per annum specified above (as such rate may be adjusted pursuant to the terms of that certain Resolution Approving and Authorizing a Form of Loan Agreement and Continuing Covenant Agreement and Authorizing and Providing for the Issuance and Securing the Payment of the Notes, of the Issuei, Under the Provisions of the City Code of Iowa, and Providing for a Method of Payment of the Notes, dated December 22, 2025 (the "Resolution")), payable on June 1, 2026, and semiannually thereafter on the 1st day of June and December in each year. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of the City Code of Iowa, for the purpose of paying costs of acquisition, construction, improving, equipping and designing of all or part of the Municipal Communications Utility, including the acquisition, installation and construction of a fiber -to -the -premise communications system and related infrastructure, equipment and facilities, including conduit, fiber, vaults, pedestals, fiber management frame, FDH and splitter cabinets, rnultiport service terminals, handholes, splice cases, customer premise electronics, customer connections to fiber system infrastructure, the acquisition of vehicles, trucks and construction and maintenance equipment, the construction of a new communications building or the acquisition, reconstruction and remodeling of a communications building, the furnishing and equipping thereof, computer system hardware and software, billing system, related site improvements including parking, and other miscellaneous improvements, extensions and equipment purchases to benefit the Utility, and in order to evidence the obligations of the Issuer under a certain Loan Agieement and a certain Continuing Covenant Agreement dated December 30, 2025 between the Issuer and Western Alliance Business Trust, in conformity to the Resolution of the Board of Trustees duly passed and approved. For a complete statement of the revenues and funds from which and the conditions under which this Note is payable, a statement of the conditions under which additional Notes or Bonds of equal standing may be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Loan Agreement, Continuing Covenant Agreement and Resolution. The Notes may be called for redemption by the Issuer and paid before maturity on any date on or after December 1, 2026, from any funds regardless of source, in whole or, from time to time with the prior written consent of the Lender, in part, on any Interest Payment Date on or after December 1, 2026. The terms of redemption shall be par, plus accrued interest to date of call, plus the applicable premium as set forth below: Prepayment Date 12/1/26 6/1/27 12/ 1 /27 & thereafter Premium 2% 1% 0% Thirty days' written notice of redemption shall be given to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All Notes or portions thereof 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. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the Secretary of the Board of Trustees, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar as designated below, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered Noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Note Resolution. This Note and the series of which it forms a part and any Additional Obligations which may be hereafter issued and outstanding from time to time on a parity with the Notes, as provided in the Resolution and Loan Agreement of which notice is hereby given and which are hereby made a part hereof, are payable from and secured by a pledge of the Net Revenues of the System, as each is defined and provided in the Resolution. There has heretofore been established and the City covenants and agrees that it will maintain just and equitable rates or charges for the use of and service rendered by the System in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the establishment of a sufficient sinking fund to meet the principal of and interest on this series of Notes, and other Additional Obligations (as defined in the Resolution) ranking on a parity therewith, as the same become due. This Note is not payable in any manner by taxation and under no ciicumstances shall the City be in any manner liable by reason of the failure of the Net Revenues to be sufficient for the payment hereof. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and Constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, the City of Waterloo, by and through its Board of Trustees of the Municipal Communications Utility, has caused this Note to be signed by the manual or facsimile signature of its Chairperson and attested by the manual or facsimile signature of its Secretary, with the seal of the Board printed or impressed hereon, and authenticated by the manual signature of an authorized representative of the Registrar, the Secretary of the Board of Trustees of the Municipal Communications Utility, Waterloo, Iowa. Date of authentication: CITY OF WATERLOO, BY AND THROUGH ITS BOARD OF TRUSTEES OF THE MUNICIPAL This is one of the Notes described in the within COMMUNICATIONS U 'fLITY, STATE OF IOWA mentioned Resolution, as registered by the Secretary of the Board of Trustees SECRETARY OF THE BOARD OF TRUSTEES, Registrar By: ateA<V ( Authorized SIature Chairperson of the Board of Trustees ATTEST: By: Secret .�►''�of the Board of Trustees Registrar and Transfer Agent: Secretary of the Board of Trustees Paying Agent: Secretary of the Board of Trustees (SEAL) I ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) or Note(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and pi ocedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Corporation Partnership Trust *If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - Custodian (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act (State) 4926-2479-2707-1 \24268-001