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HomeMy WebLinkAboutOrd 147-2004 Bond Ordinance 2004B.pdfORDINANCE NO. AN ORDINANCE by the City Council of the City of Anna, Texas, relating to bonds proposed to be issued and delivered by the Greater Texoma Utility Authority, approving the issuance thereof, and the facilities to be constructed, acquired, and improved by such Authority. WHEREAS, the Greater Texoma Utility Authority (the "Authority") and the City of Anna, Texas (the "City"), have previously executed and delivered a Contract for Water Supply and Sewer Service (the "Contract") whereby the Authority is to provide water and sewer services to the City; WHEREAS, under Section 4.15 of the Contract, it is provided that the City shall approve the issuance by the Authority of any bonds that are to be payable from certain moneys that the City has contracted to pay under the provisions of the Contract and the form of any purchase contract for the purchase of such bonds; WHEREAS, in connection with the proposed "Greater Texoma Utility Authority Contract Revenue Bonds, Series 20048 (City of Anna Project)" (the "Bonds"), TIB—The Independent Bankers Bank, Irving, Texas (the "Purchaser") has agreed, pursuant to a Purchase Agreement between the Purchaser and the Authority, dated as of May 17, 2004 (the "Purchase Agreement"), to purchase the Bonds, and such purchase of the Bonds by the Purchaser and the terms of the Purchase Agreement relating to the City are hereby approved; WHEREAS, the City acknowledges that no Notice of Sale relating to the Bonds has been prepared, and the City hereby waives any requirement that a Notice of Sale relating to the Bonds be prepared, because the City has found and determined and hereby finds and determines that it is neither necessary nor advisable for the Authority to prepare a Notice of Sale relating to the Bonds because, insofar as the City is concerned, the Purchase Agreement evidences a "private placement" of the Bonds with the Purchaser and contains sufficient information to accomplish the purposes of a Notice of Sale; and WHEREAS, the net effective interest rate on the Bonds will not exceed fifteen percent (15%) per annum, and it is now appropriate for this Council to approve the Purchase Agreement (in lieu of approving a Notice of Sale relating to the Bonds) as well as the issuance and delivery of the Bonds and the facilities to be constructed, acquired, and improved with the proceeds of the Bonds for the Project described in Exhibit A attached hereto and to the Resolution of the Authority (the "Bond Resolution") authorizing the Bonds; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: Section 1. The facilities to be constructed, acquired, and improved by the Authority with the proceeds of the Bonds for the Project described in Exhibit A attached hereto and to the Authority's Bond Resolution are hereby approved. The use of the proceeds of the Bonds, as described in Exhibit A attached hereto and to the Authority's Bond Resolution, is hereby approved. The Bond Resolution is approved as to form and content, and the City acknowledges that the payment of principal of and interest on the Bonds is payable, in whole or in part, from payments to be made by the City under and pursuant to the Contract. The City agrees to provide the reports described in the Bond Resolution within the times specified therein, and in compliance with the Purchase Agreement. The City agrees with the obligations and conditions 45455129.1\10315081 set forth in the Purchase Agreement. A copy of such Purchase Agreement is attached hereto as Exhibit B. Section 2. It is the purpose and intent of the City Council of the City to approve the Bond Resolution, and the facilities to be constructed, acquired, and improved in full accordance with the provisions of the Contract mentioned in the preamble hereof. To the extent required by the Office of the Attorney General of Texas, the Authority is authorized by this City Council to make changes and revisions to the Bond Resolution from the form approved by this ordinance in order to expedite the delivery of the Bonds. It is the intent of the City to authorize the Authority to proceed with the construction, acquisition, and improvement of the facilities at the earliest possible date, but nothing herein shall be construed as a limitation upon the right and power of the City to approve a change in the facilities for which the Bonds are to be issued (but not the purpose for which the Bonds are to be issued as set forth in the Bond Resolution), the City specifically reserving the right to modify the facilities for which the Bonds are being issued if the Authority and the City agree such modification should be made. Section 3. The Contract is amended to include the definition of Project attached hereto as Exhibit A. A copy of Exhibit A shall be attached to the Contract, as Exhibit C thereto. In all other respects the Contract is reapproved and shall be and remain in full force as the agreement of the parties. Section 4. The findings and determinations of the City Council contained in the preamble hereof are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section. 45455129.1\10315081 PASSED AND APPROVED, this the 25th day of May, 2004. ity of Anna, Texas ATTEST: City Se etary and Assistant dministrator City of Anna, Texas (Seal) 45455129.1\10315081 S-1 EXHIBIT A PROJECT DESCRIPTION Proceeds of the bond issue will be used by the Greater Texoma Utility Authority to finance the following: Wastewater (Sewer) Project: The Series 20048 Project includes participation in the construction of a 30" sewer pipeline from an area on the southeast side of Anna southwestward along a tributary to the East Fork Creek, where such pipeline will connect with the existing North Texas Municipal Water District regional sewer system. 454551294\10315081 A.1 EXHIBIT B FORM OF PURCHASE AGREEMENT 45055129.1\10315081 B_1 CONTRACT REVENUE BONDS PURCHASE AGREEMENT May 17, 2004 Board of Directors Greater Texoma Utility Authority 5100 Airport Drive Denison, Texas 75020 Re: $1,090,000 Greater Texoma Utility Authority Contract Revenue Bonds, Series 20048 (City of Anna Project) Gentlemen TIB—THE INDEPENDENT BANKERSBANK, Irving, Texas (the "Purchaser"), hereby offers to purchase from GREATER TEXOMA UTILITY AUTHORITY ("GTUA") the captioned obligations (the "Obligations") and, upon acceptance of this offer by GTUA, such offer will become a binding agreement between the Purchaser and GTUA. This offer must be accepted by 10:00 p.m., Dallas time, May 17, 2004, and if not so accepted will be subject to withdrawal. 1. Purchase Price, The purchase price for the Obligations is $1,090,000. 2. Terms of Obligations: The Obligations shall be issued in principal amounts, shall bear interest at such rates, mature on such dates and in such amounts, and have such other terms and conditions as are set forth in the Bond Resolution (the "Resolution") to be adopted by the Board of Directors of GTUA on May 17, 2004, unsigned copies of which have been provided to the Purchaser. Pursuant to and as more fully described in the Resolution, the Obligations shall be secured by a pledge of Pledged Revenue (as defined in the Resolution). 3. Closing: GTUA shall deliver the Initial Bond (as defined in the Resolution) to, or for the account of, the Purchaser, and the Purchaser shall purchase the Obligations at 10:00 a.m. Dallas time, on 2004, or at such other time as shall be mutually agreed upon (hereinafter referred to as the "Closing"). The Closing shall take place at the offices of Fulbright & Jaworski L.L.P., Dallas, Texas, or such other location as may be mutually agreed upon. GTUA will also deliver a signed copy of the Resolution to the Purchaser. 4. Conditions to Closing: The Purchaser shall not have any obligation to consummate the purchase of the Obligations unless the following requirements have been satisfied prior to Closing: 45455004.3/10315061 Greater Texoma Utility Authority May 17, 2004 Page 2 (a) GTUA (acting by and through its Board of Directors) shall have adopted the Resolution authorizing the issuance of the Obligations. (b) Fulbright & Jaworski L.L.P., Bond Counsel, shall have issued its approving legal opinion as to the due authorization, issuance, and delivery of the Obligations and as to the exemption of the interest thereon from federal income taxation, upon which the Purchaser shall be entitled to rely. (c) The Obligations shall have been approved by the Attorney General of the State of Texas, and shall have been registered by the Comptroller of Public Accounts of the State of Texas. (d) Nothing shall have occurred prior to Closing which in the reasonable opinion of the Purchaser has had or could have a materially adverse effect on the Pledged Revenue. (e) The City of Anna, Texas (the "City"), shall have approved the issuance of the Obligations by GTUA on the City's behalf. (f) Nothing shall have occurred prior to Closing which in the reasonable opinion of the Purchaser has had or could have a materially adverse affect on the City's business, property, or financial condition. Nature of Purchase: The Purchaser acknowledges that no official statement or other disclosure or offering document has been prepared in connection with the issuance and sale of the Obligations. The Purchaser is a financial institution or other accredited investor as defined in the Securities Act of 1933, Regulation D, 17 C.F.R. §230.501(a), accustomed to purchasing tax-exempt obligations in large denominations such as the Obligations. Fulbright & Jaworski L.L.P., Bond Counsel, has not undertaken steps to ascertain the accuracy or completeness of information furnished to the Purchaser with respect to GTUA or the City or the Obligations, and the Purchaser has not looked to that firm for, nor has that fine made, any representations to the Purchaser with respect to that information. The Purchaser has satisfied itself that it may lawfully purchase the Obligations. The Obligations (i) are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state; (ii) will not be listed on any stock or other securities exchange; and (iii) will not carry any rating from any rating service. The Purchaser is familiar with the financial condition and affairs of GTUA and of the City, particularly with respect to GTUA's and the City's respective ability to pay obligations such as the Obligations (with regard to GTUA) and contractual obligations (with regard to the City). The Purchaser has received from GTUA and the City all information that it has requested in order for it to assess and evaluate the security and source of payment for the Obligations. The Purchaser is purchasing the Obligations for its own account or for that of an affiliate as evidence of a loan to GTUA and has no present intention to make a public distribution or sale of the Obligations. In no event will the Purchaser sell the 45455064.3110315081 Greater Texoma Utility Authority May 17, 2004 Page 3 Obligations or participations therein to purchasers who are not sophisticated investors unless an official statement or other disclosure document is prepared with respect to such sale of the Obligations. 6. In consideration of the purchase of the Obligations by the Purchaser, GTUA agrees as follows: (a) To the extent GTUA has received them, GTUA will provide the Purchaser with audited annual financial statements relating to the City's water and sewer system within one hundred eighty (180) days after each fiscal year end. (b) GTUA agrees to deliver to the Purchaser any other financial information that the Purchaser may reasonably request from time to time. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be bound by the terms of the following notice: THIS PURCHASE AGREEMENT, THE RESOLUTION OF GTUA AUTHORIZING THE OBLIGATIONS, THE ORDINANCE OF THE CITY AUTHORIZING GTUA'S ISSUANCE OF THE OBLIGATIONS, THE ATTORNEY GENERAL'S OPINION, THE OPINION OF BOND COUNSEL, AND THE OBLIGATIONS TOGETHER REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THIS TRANSACTION AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THIS TRANSACTION. [Signatures begin on next page] 454%084.3/10315081 If this purchase agreement meets with the Purchaser's and GTUA's approval, please execute it in the places provided below. TIB—THE INDEPENDENT BANKERSBANK By: Printed Name: Title: ACCEPTED BY THE GREATER TEXOMA UTILITY AUTHORITY: President, Board of Directors ATTEST: Secretary, Board of Directors 45455D64.3I10315081 S-1 CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF COLLIN CITY OF ANNA I, the undersigned, City Secretary and Assistant Administrator of the City of Anna, Texas, DO HEREBY CERTIFY as follows: 1. That on the 25th day of May, 2004, the City Council of the City of Anna, Texas, convened in regular session at its regular meeting place of said City; the duly constituted members of the Council being as follows: KENNETH L. PELHAM ) MAYOR MARK MONTGOMERY - ) MAYOR PRO TEM LYNN MOSIER ) JOE FINLEY, JR. ) COUNCIL MEMBERS JOHN GEREN ) CHRIS M. COLDWELL ) all of said persons were present at said meeting, except the following: 40'' 6�' Among other business considered at said meeting, the attached ordinance entitled: AN ORDINANCE by the City Council of the City of Anna, Texas, relating to bonds proposed to be issued and delivered by the Greater Texoma Utility Authority, approving the issuance thereof, and the facilities to be constructed, acquired, and improved by such Authority. was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the ordinance, and upon a motion made by fl N�# y and seconded by 512, the ordinance was duly passed and adopted by the Council to be effective immediately by the following vote: t' voted "For' 0 voted "Against' 6 abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of the City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of the meeting was given to each member of the Council; and that said meeting, including the subject of the entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Chapter 551 of the Texas Government Code. 45456309.1/10315061 IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this 17th day of May, 2004. (CITY SEAL) �2- City Secretary and Assistant Administrator City of Anna, Texas 45456309.1/10315061 .2. ORDINANCE N0.30 - -Y�2 ()0-/ AN ORDINANCE by the City Council of the City of Anna, Texas, relating to bonds proposed to be issued and delivered by the Greater Texoma Utility Authority, approving the issuance thereof, and the facilities to be constructed, acquired, and improved by such Authority. .WHEREAS, the Greater Texoma Utility Authority (the "Authority") and the City of Anna, Texas (the "City"), have previously executed and delivered a Contract for Water Supply and Sewer Service (the "Contract") whereby the Authority is to provide water and sewer services to the City; WHEREAS, .under Section 4.15 of the Contract, it is provided that the City shall approve the issuance by the Authority of any bonds that are to be payable from certain moneys that the City has contracted to pay under the provisions of the Contract; WHEREAS, in connection with the proposed "Greater Texoma .Utility Authority Contract venue Bonds, Series 2004K (City of Anna Project) (the "Bonds"), the Texas Agricultural ance Authority (the "Finance Authority") has agreed, pursuant to an Application Requesting ancial Assistance (the "Application"), to purchase the Bonds and, therefore, it is neither ;essary nor advisable for the Authority to prepare a., Notice of Sale because, insofar as the � is concerned, the Application contains sufficient information to accomplish the purpose of a :ice of Sale; and WHEREAS, the net effective interest rate on' the Bonds will not exceed fifteen percent %) per annum, and it is now appropriate for this Council to.approve the Application (in lieu of droving a Notice of Sale with respect to the Bonds) as well as the issuance and delivery of Bonds and the facilities to be constructed, acquired, and improved with the proceeds of the ids for the Project described in Exhibit A attached to the Resolution of the Authority (the nd Resolution") authorizing the Bonds; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: Section 1. The facilities to be constructed, acquired, and improved by the Authority t'the proceeds of the Bonds for the Project described in Exhibit A attached hereto and to the hority's Bond Resolution are hereby approved. The use of the proceeds of the Bonds, as cribed in Exhibit A attached hereto and to the Authority's Bond Resolution, is hereby roved. The Bond Resolution is approved as to form and content, and the City acknowledges the payment of principal of and interest on the Bonds is payable, in whole or in part, from ments to be made by the City under and pursuant to the Contract. The City agrees to vide the reports described in the Bond Resolution within the times specified therein, in 1pliance with the Finance Authority's commitment. The City agrees with the obligations and ditions set forth in the Finance Authority's Commitment to purchase the Bonds. A copy of, h commitment is attached hereto as Exhibit B. action 2. It is the purpose and intent of the City Council of the City to approve the volution, and the facilities to be constructed, acquired, and improved in full accordance ,rovisions of the Contract mentioned in the preamble hereof. To the extent required by ce Authority or the Office of the Attorney General of Texas, the Authority is authorized Jty Council to make changes and revisions to the Bond Resolution from the form by this ordinance in order to expedite the delivery of the Bonds. It is the intent of the City to authorize the Authority to proceed with the construction, acquisition, and improvement of the facilities at the earliest possible date, but nothing herein shall be construed as a limitation upon the right and power of the City to approve a change in the facilities for which the Bonds nra fn he issued (but not the purpose for which the Bonds are to be issued as set forth in the ;solution), the City specifically reserving the right to modify the facilities for which the re being issued if the Authority and the City agree such modification should be made. >ection 3. The Contract .is amended to include the definition of Project attached s Exhibit A. A copy of ExhibitA shall be attached to the Contract, as Exhibit C thereto. -ger respects the Contract is reapproved and shall be and remain in full force as the mt of the parties. 1\10315081 2 PASSED AND APPROVED, this the 16th day of March, 2004. or City of Anna, Texas ATTEST: City Secretary and Assistant Administrator City of Anna, Texas (Seal) 897.1\10315081 S-1 EXHIBIT .A PROJECT DESCRIPTION Proceeds of the bond issue will be used by. the Greater Texoma Utility Authority to finance the following: Water Project: Construction of water system improvements, including a 150-200 g.p.m. well, 300,000 -gallon ground storage tank, associated high -service pumps, piping, power and control systems, and related components, to be located in the City of Anna, Texas. Wastewater (Sewer) Project: Construction of wastewater system improvements, including the Throckmorton Creek Sewer (wastewater system extensions in the Throckmorton Creek service area), to be located in the City of Anna, Texas. ;897.1\10315081 A-1 EXHIBIT B COMMITMENT OF TEXAS AGRICULTURAL FINANCE AUTHORITY �-1\10315081 B-1 X1.d.YM3.JrS IO A ILV,$OLT 'JON B''f"'. M °TF+US AMMI,'M&L FIVOICR.AYJTFTi,►M-Y °.ATA) Ai7'.'yjC MZjNG THE STAUFa OVT"A'90 DEVE Or CLOSING Tiff ,W0,bM IN GoTIO �I TH T EG CUUNSU ,. FINANC7 .� ` ISO ��'���t� �i� `��o CLOSUr'a Ti ; �� F t�a1x'�t " Ab$T�s'�' T� 'I' F: ''q''XER'T'i .4 UT'YU`T'Y AFJ' MOMTY (GT'UA) FOR A CONIRACT REVENUP3 BOND VOR THF, C1TY OF ANDTAFOR ''':{l~rlpOl"T"8'T �Y7 CT1°`'tA '�'1'�' pACULXryANDTo F Fri1ND CgRTAIN OMSTAWDING OBLIG&TIONS OF LWNAi. P.RLATINO TO TM WASTEWATER FAMIAM FIREAS, UA-wal oteated by Ciasp�er 07, Aeu of the 66:1, :cgiaiam") jte liaxT-mica,1979, as cncied try i ♦laiaptea 3, data of flee iii; Tl;iitxx, Taalateaaio, (fie Act), and VHEA`sl €3 the Act aitthaxixe j GTUA to iasua bo: ,% -ca:A j>aaj.aAf Of fertAbl poMoM 5UbL ivi9i0aaa Of the StAtieof the Tex,38, IncludiM the MOY oft fa, M VH€j, the Bond of GTi: A hwa adopted a laalaation wlavre"ay GTUA -wm ismue contm'�'l re saaae bands ou bobxeM of the pity of a in the =OnkLt Of M00100 (th* "Dan&"), and WHEREAS, the buidHimA06 tla u lx the gale oftBt n�la will be uad to improve swd O—And the My of n9e watar w49't ate? sy atam i �►pera��tcaerarta; � WIMT .t` % the QV of .Am?, has esaj�ajval into sa Conva ct Mr Vgmr Supply mad Smox Servicea with 0,113A whaeby the laity ofAnua iii a, xeed to poly aU nmvuutz mr-mmly for thg umniti2sadOn caft xt Honda to GT'Uthe City of,A,mua ha.a plcdPd a-il tuvcrAlIcs ;n=kAd tAm,g1'a ita g roTision of tax attd wa t �vai r s tvic a to ita citbiena Pox payment Of tho DOnds, Atid NV,KEn As, the G, IPUA ism adolstad a rcaolaaijota xa-qucating fmaucial m%mjmtgnce fmoi TAFA anti 1'157t -Appg for fi4,gnc:ial Baia is t xsa tleo TAVAOu Ruml T�'�t�i�rprram�t unasi}��� �i�a� e Fxxa asa�i rgcitaemoM the TAF,&pwahasc tho BOA& igAlled ota Whn f o£�ac Ci$y ofA=2 im the m+otxtat of t-000,000, and VI ,ate l A 0 �1 of Tlix ra, a°oopeta�otx with OW Siff of `T A hmv uta sand tg de2c cd (i) tbrat asap vex 9UU f0r wAtel dwNtowat" ay�setaa, �elaxde saa�n�ixvto0 of aewcr ling -9 fot the T'ixmolav ton p spxvicca €arab a UO -200 9a�oaa per �aataut+� �e"il, to "00000 .on g ou a xage tank, W- 90ci tad paatrapa, pii gs prMaj sttxi contmi itystem and x&a d ca�xrapor, a#�, as is aAgible pmjcct walmir rlre Pkl"s'A DavElaPe;at Mu aicipaxl Flimic-p prYasr , and (ii) tlafst the iraprovern4,- xi taaad eN-5ta491cata to tiae City of Amm, 913 057i2ftArai a vmmtewaa v wptems ptovides th* iaxafr8mu"too that is mcm.'amly to orate fuilno economic dcvclopmol opponunitIen In t1le City ol''k-aoa by pvoviciisag fbT 0se SU&I'P aved g2owth of the Asa, and �,tkS, thv Tr +A Brad of Dim OW -90, in ccape xadon %V4tla tiio 8 tnO ofTAVA, hPs found ehal iassmucing thn n cumsry expAusintx wndimpsnvc ont to the City -of .rSaazaaswaatet And As wrete!v ,a'yntem vVill Facilitate fut uxa ccaae5omia davelop-aent Acavities it, tho city OrAtna, anal. FMAS, the TAFABoard of Direc'00TI, in 000p atioaz vAjh j3voffof TVA, h avo found OW. d'atermitted Saab the timmoing ptoviamd to Greveax Texomn Utility .Autho4iy sviil be adegaam-07 aarcuAVd W a pledge of the rev numl of the wa r axihay trx of tion City of Anna undek the Contract fox Vater ftpply and' 4i- 88tvioval :and of tGAOAtOT T,_= UtWty A111hoctd theAty of Ama havm C compu" VAth thPa*PPuC%1$on "quigumenta for thmbKOW=!, B116 N()V, THpREVOM, bi� it molved thm. whP, TAPA Butitil of DizectOU.' 1, Ili -Ads =d ftle=ines (i) thm Ole imymwmints exp"A10A to the City of A:hna!fi wdstin. g watu and temmmx nrynmmsto iuclude Cumt.mctloft of smat RAOs for thg Tluockmomu Cmelk ser4m urg;a) a %50.200 Ptinu per mituto W014 a M,000 on BX01md mtot�)ar tom, AzAociaW4 PUMPO" pjpj2%M power and oomml myaum aud n COMPOWMA, -%TC mA AO)Wbb P2ject un&v the R=l DmOopment Mubielpmt VillAnOt! PtOgmm, M%d M *heat the 'WPMV=aut Bud expomlon to the City Otu th %to X7 to oTAntlala e-iisft Watut and Wmftwsut OYZ=Z'PWV1d98 the 'n*m.'xa '%t's j 'tag Cresite Ntmu econande amlop ment Opportobiti,2S ill the City of Ahtall by Vmviditig fo,, tht =t1gip'AUGA gtowth of the ave2t. 2. Find;; UAd dW=Mlng;j that fiamucingt c saaty empan5ion ami improvamput to at City of fl�z Azn,a wAtur md Waatawatcx Wilak= Vill fAO111txW fatgt* ecozom'c d"rAoPment mrtidtign ' in my j4.Aaj)miftd by tha Cynatez Te.-Mma UtiRty A-40intity fox the 3. App -moves ThQ ApplicadOn 102 f1Muv1x% 0 0 ii -I tat Impmvements fox tbb watat Ind WmtWVMW 9Mgm i'm " mol"'t not to =Cted $'400 '0 0 form of Contract Rtye111UR Bovas -with S tntm of metity4b= (24) rum� at 'A w4ab1a kament rate of true and OUL-11AUParcout (I.g5n/4) 0 -mg tho cont of:ftitmin 6f the TAFAN Sgries A, commarcitl PAPOR pLuta pgograu to be adjmvd anuumUy; sulbicet to t1he meelpt of the Aprprovd, OfP15M uptelftation's) Mceipt of i5rAmcing dmmeats in % fo= 07,throutory to thv its of TAFA, mud raceipt of Approval of *e closing dooumext-U by the Anomey Gent.lid"a to 4, AuthorLlxeii th,- St-Aff of TATA, which OwU InCIVY42 tbL- fluzLtcial Aftmot and 1W oiounsg% to t'e,A-.% appie and pnecuu all mccemnaty closing documalitAtiou for the flu=C1fta.,- ]Duly adapt,4d tbiz, 27fil day of Vebwary U04.