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HomeMy WebLinkAboutResolution - 2007-R0464 - Approve Issuance Of LEFA Inc. Refunding & Improvement Revenue Bonds - 10/11/2007Resolution No. 2007-RO464 October 11, 2007 Item No. 5.3 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LUBBOCK APPROVING THE ISSUANCE OF BONDS FOR LUBBOCK CHRISTIAN UNIVERSITY WHEREAS, Lubbock Christian University ("the University") has requested that the Lubbock Educational Facilities Authority, Inc. (the "Corporation") issue its Refunding & Improvement Revenue Bonds (Lubbock Christian University) Series 2407 (the `Bonds") for the purpose of refunding prior bonds, retiring other debt, and to make improvements to the educational facilities owned and operated by the University (the "Project"); WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the "Code") the issuance of the Bonds, by the Corporation must be approved by the City of Lubbock (the "City"); WHEREAS, pursuant to Section 147(f) of the Code, the Corporation has, following notice duly given, held a public hearing regarding the issuance of the Bonds and now desires to have the City Council approve the issuance thereof; WHEREAS, the Corporation's Bylaws require the Corporation to notify the City prior to issuance of any bonds, notes or other obligations, provide a description of the projects for which the obligations will be issued, and provide the City with and explanation of the projected costs of the projects; and, WHEREAS, the Corporation's Bylaws require an resolution of the City approving the issuance of any bonds, notes or other obligations of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK as follows: The City Council hereby acknowledges receipt of all required information and materials and compliance by the Corporation with the notice requirements to the City, and approves the issuance of the Lubbock Educational Facilities Authority, Inc. Refunding & Improvement Revenue Bonds (Lubbock Christian University) Series 2007 by the Lubbock Educational Facilities Authority, Inc. in an amount not to exceed $25,000,000 to finance the Project. It is the intent of the City Council that this resolution will constitute approval of the issuance of such Bonds for the purposes of Section 147(f) of the Code, and for the additional purposes described herein and for no other purposes. This approval shall in no event imply that the City undertakes any legal, financial, moral or other obligation on the Bonds or pledges any revenues, credit, or taxing power to their payment. The City shall have no obligation of any kind with respect to the payments under the Bonds. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the Bonds approved hereby. This resolution shall take effect immediately upon its passage. PASSED AND ADOPTED this 11th day of October, 2007, by the following vote: AYES: 5 NOES: 0 ABSENT: 2 B � y Mayor of the City of Lubbock ByP4'(seal) ity Secretary Resolution No. 2007-RO464 Certificate of Mayor of City of Lubbock (Approval of Applicable Elected Representative) WHEREAS, a public hearing was held on October 4, 2007 by the Lubbock Educational Facilities Authority, Inc. ("Corporation") and no member of the public appeared at such public hearing; and WHEREAS, a copy of the transcript of the hearing is attached hereto as Exhibit A; WHEREAS, it is necessary for the undersigned, as the highest elected official of City of Lubbock, Texas, to approve the Lubbock Educational Facilities Authority, Inc. Refunding & Improvement Revenue Bonds (Lubbock Christian University) Series 2007 (the "Bonds") to satisfy the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"),- NOW, Code"); NOW, THEREFORE, the undersigned Mayor of the City of Lubbock, Texas, hereby i) Acknowledges that a public hearing was held by the Lubbock Educational Facilities Authority, Inc. on October 4, 2007 with respect to the Bonds and that information with respect thereto was presented to me as set forth in the "Certificate of Public Hearing.". ii) For the sole purpose of satisfying the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and for no other purpose, I hereby approve the issuance by the Corporation of the Bonds, in the maximum aggregate face amount of $25,000,000, for the purpose of providing funds to finance the construction, and rehabilitation of the Project as described in the Preliminary Official Statement on property that is part of the Lubbock Christian University campus located in Lubbock, Texas as described in the copies of the published notice of said public hearing attached hereto as Exhibit A; and iii) Represents that this Approval is adopted for the purpose of satisfying the conditions and requirement of the Code and shall in no event imply that the Unit undertakes any legal, financial, moral or other obligation on the Bonds or pledges any revenues, credit, or taxing power to their payment. iv) THE BONDS WILL BE ISSUED UNDER AND PURSUANT TO THE PROVISIONS OF THE TEXAS EDUCATION CODE, CHAPTER 53, AS AMENDED, AND WILL NOT CONSTITUTE AN INDEBTEDNESS, LIABILITY, OBLIGATION (GENERAL, SPECIAL, MORAL OR OTHERWISE) OR A PLEDGE OR LOAN OF THE FAITH, CREDIT OR TAXING POWER, WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, OF THE STATE OF TEXAS, THE LOCAL GOVERNMENTAL UNIT OR ANY OTHER POLITICAL SUBDIVISION OR GOVERNMENTAL UNIT. V) Represents and directs that the fact that I have approved the Bonds as required by the Code may not, in any event, be used as a sales device with respect to the Bonds. APPROVED the LIthday of October 2007. By:000Y go— 0 0"Je< Mayor of th6 City of Lubbock, Texas TEFRA Council Res aml dcd (2).doc CERTIFICATE OF PUBLIC HEARING I, the undersigned, do hereby make and execute this certificate for the benefit of all persons interested in Lubbock Educational Facilities Authority, Inc. Refunding & Improvement Revenue Bonds (Lubbock Christian University) Series 2007 (the "Bonds") by the Lubbock Educational Facilities Authority, Inc. (the "Corporation") in an aggregate principal amount of not more than $35,000,000. 1 hereby certify as follows: 1. That I am the duly appointed Hearing Officer for the public hearing that was held on October 4, 2007 at 6:00 p.m., at the offices of Boerner & Dennis L.L.P., 920 Avenue Q, Lubbock, Texas 79401, in connection with the issuance of the Bonds. 2. That notice of the public hearing was published no less than 14 days before the date of the public hearing in a newspaper of general circulation available to residents in the City of Lubbock, Texas; the notice included the date, time and place of the public hearing, the location, general nature and the initial owner, operator or manager of the project described therein (the "Project") and the maximum aggregate principal amount of the Bonds. 3. That all interested persons appearing at the public hearing were given an opportunity to comment on the proposed issuance of the Bonds and the Project. 4. That after giving all interested persons an opportunity to appear and comment the public hearing was declared closed. 5. That a copy of the Affidavit of Publication of the Notice of Public Hearing are attached hereto as Exhibit "A." 6. That a copy of the Minutes of Public Hearing is attached hereto as Exhibit "B." WITNESS MY HAND this 4'h day of October, 2007 J,knes Morris, Hearing Officer EXHIBIT "A" Affidavits of Publication of Notice of Public Hearing (See attached Affidavits) THE STATE OF TEXAS COUNTY OF LUBBOCK Before me Alan C. Weems a Notary Public In and icr Lubbock County, Texas on this day personaliy appeared Krista Ramirez of the Southwestern Newspaper Corporation, pubilshers of the Lubbock Avalanche -Journal - Moming, and Suarday, who being by me duly sworn did dispose and say that said newspaper has run continuously for more than fifty-two weeks prior to the first insertion of this L fgal Notice ' No. at Lubbock County, Texas and the attached printed copy of the Legal Notice is a true copy of the original and was printed in the Lttubbuc} Avalanche -Journal on the following dates: r'. ,�, �yr Z!�I _ �4 7 5' �rc� s =_ ` • �t fir AA Inside Saps Mane er LUBBOCK AVALANCHE -JOURNAL Morris Communication Corporation Subscribed and sworn to before me this � %ice FORM 53.1 2LU-_ e - A — NOTARY PUBLIC in and for the State of Texas my commission Expires 5/712011 day of c C i� .[ , �t'lr _ ,i' 1 07 y uuir�, j� �s;tie in*rugs. AIAN C 4V�EM5 N ��6 ' f^= hlQ�a�� Pu�lPc, Stain of Texas w•• MyC❑m�misslanEstptre3s EXHIBIT "A" sa�yoLg :�mIIQ_u�yE�...G9Tu Eo cc`t=ore- EXHIBIT "B" Public Hearing Regarding Lubbock Educational Facilities Authority, Inc. Refunding & Improvement Revenue Bonds (Lubbock Christian University) Series 2007 BE IT REMEMBERED that on October 4, 2007, beginning at 6:00 p.m., the following came on to be heard before the Lubbock Educational Facilities Authority, Inc,, whereupon the following proceedings were had. The Hearing Officer opened the Public Hearing and stated the purpose for the hearing: The Hearing Officer then invited anyone present to address the hearing. No one other than the Hearing Officer, Kevin Elmore (a representative of Lubbock Christian University), and Don C. Dennis (counsel for the Lubbock Educational Facilities Authority, Inc.) were present at the hearing and, accordingly, no comments from the public were made or received. The hearing officer held the meeting open until 6:15 and there being no further comments, the Hearing Officer closed the bearing. RBC Cavital 1. Wirketl October 4, 2007 City Manager and City Council Members City of Lubbock, Texas City Hall 1625 13`s' Street, Lubbock, Texas 79457 Re: Lubbock Educational Facilities Authority, Inc. Refunding and Improvement Revenue Bonds, (Lubbock Christian University) Series 2007 Dear City Manager and Council Members: As financial advisor to the City of Lubbock, Texas (the "City") we are pleased to present our report regarding the issuance of approximately $22,975,000 Refunding and Improvement Revenue Bonds (the "Bonds") by the Lubbock Educational Facilities Authority, Inc. (the "Authority"). The Authority will lend the proceeds of the Bonds to the Lubbock Christian University (the "University"), pursuant to a Loan Agreement (the "Loan Agreement"), by and between the Authority and the University. The proceeds of the Bonds will be used to (i) refinance certain outstanding indebtedness of the University consisting of the University's Variable Rate Demand Revenue Bonds (Lubbock Christian University) Series 1999, currently outstanding in the aggregate principal amount of $9,900,000, and certain bank loans due and owing to City Bank, Lubbock, Texas, in the amount of $2,496,000, and to finance the construction of certain educational facilities including but not limited to additional dormitory buildings, rehabilitation of the Field House and other improvements for the University (collectively, the "Project"), (ii) establish a debt service reserve fund for the Bonds and (iii) pay the costs of issuance of the Bonds. In providing financial advisory services to the City regarding bond issuances proposed by the Authority, it is understood that the role of RBC Capital Markets ("RBC) is to review documents prepared by others and submitted to the Authority and the City for approval. As such, RBC has not performed many of the functions (such as preparation of the Preliminary Oficial Statement and rating agency presentations, selection of finance team members, etc) which we would be expected to perform upon issuance of debt by the City. It is understood, therefore, that the services performed by RBC in regard to this project are limited to those disclosed in this letter. Cityplace, Suite 2400 (214) 989-1672 RBC Capital Markets 2711 North Haskell Avenue MemberNYSE1SIPC Dallas, TX 75204-2936 City Manager and City Council Lubbock Educational Facilities Authority, Inc. October 4, 2007 Page 2 INFORMATION REVIEWED In conjunction with our review of the proposed transaction, we have reviewed information contained in a variety of legal and transactional documents. All of the legal documentation we received was in draft form at the time of our review and may be subject to change. At the drafting of this letter, certain aspects of the Plan of Finance were still under careful consideration. As such, those aspects of the Plan of Finance have yet to be memorialized in the legal and transactional documents. We do not, however, believe the ultimate decision on those unresolved aspects to be material to our findings. Should we determine, subsequent to submitting this letter to the City, that those decisions are material we will promptly notify the City. The information we have reviewed to date includes the following: ✓ Bond Resolution ✓ Financial Information of the University ✓ Draft Preliminary Official Statement ✓ Summary Finance Plan prel2ared by the Underwriters ✓ Loan Agreement ✓ Financing schedules prepared by the Underwriters ✓ Trust Indenture ✓ Term Sheet ✓ Bond Purchase Agreement ✓ Rating Report ✓ Continuing Disclosure Undertaking DUE DILIGENCE INTERVIEW On October 4, 2007, RBC held a teleconference with Kevin Elmore, Senior Vice President for Administration at Lubbock Christian University. Also participating in the call were representatives from the Underwriter, George K. Baum & Company. The purpose of the call was to seek clarification and understanding of the Plan of Finance, the current financial status of the University and other factors that may influence the operations of the University and their ability to make payments on the Bonds. It should be noted that the University and members of the finance team have been cooperative and helpful in this process. FINANCING TEAM The following firms represent the key members of the finance team appointed to complete the financing for the University. Issuer Lubbock Educational Facilities Authori Issuer Counsel Boerner, Dennis & Franklin, PLLC City's Financial Advisor RBC Capital Markets Borrower Lubbock Christian University Bond Counsel Johnson Radcliffe Petrov & Bobbit PLLC Underwriter George K. Baum & Company Underwriter's Counsel Patton Boggs LLP Trustee The Bank of New York Trust Company Trustee Counsel Winstead PC Verification Agent Causey Dem en & Moore Inc. Cityplace, Suite 2500 (214) 489-1672 RBC Capital Markets 2711 North Haskell Avenue Member NYSE/SIPC Dallas, TX 75204-2436 City Manager and City Council Lubbock Educational Facilities Authority, Inc. October 4, 2007 Page 3 THE ,AUTHORffY The Authority is a non-profit corporation and duly constituted authority acting on behalf of the City. The Authority was created pursuant to the Higher Education Authority Act, Chapter 53, Texas Education Code as it existed in 1999. The Authority is authorized to issue revenue bonds and to use the proceeds from the sale of such bonds to aid public and private institutions of higher education, secondary schools and primary schools to provide educational facilities and housing facilities and facilities incidental, subordinate or related thereto or appropriate in connection therewith pursuant to the Act. The Authority is authorized to participate in financings for the benefit of organizations described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. THE UNIVERSITY The University is a nonprofit corporation, organized and existing under the laws of the State of Texas, and is a tax-exempt charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, exempt from federal income taxation under Section 501(a) of the Code. The University owns and operates a private four-year coeducational university offering 38 fields of undergraduate study and pre -professional programs through the Ward Lane College of Professional Studies, the J.E. and Eileen Hancock College of Liberal Arts and Education, and the College of Biblical Studies and Behavioral Sciences. In addition, twelve master's degrees are offered, five in the field of Biblical studies, four in Graduate Education Studies, two in Graduate Behavioral Sciences, and one in Graduate Nursing Studies. The University's fall 2007 enrollment is 1,427 fulltime and 534 part-time students. The University is located on a 155 -acre campus on the western side of Lubbock, Texas. In addition to its main Lubbock campus, LCU offers degree completion programs for non-traditional students resulting in a Bachelor of Science in Organizational Management at three remote locations; Midland College in Midland, TX, Howard College in Big Spring, TX, and New Mexico Junior College in Hobbs, New Mexico. The University is accredited by the Commission on Colleges of The Southern Association of Colleges and Schools, the Texas Education Agency, the Council on Social Work Education and the National League of Nursing. Lubbock Christian School is a pre -kindergarten thru 12th grade school controlled and operated by the University. The school is adjacent to the University's campus and uses the University's facilities on a cooperative basis. In 1954 the school enrolled its first kindergarten class and graduated its first class in 1965. In 1997 the University received Pine Springs Camp as a gift. The camp is nestled in the mountains of Sacramento, New Mexico, inside Lincoln National Forest. Each summer the camp handles approximately 850 students of various ages. The camp provides a "feeder" opportunity to the University, as between one fourth and one half of camp attendees who are high school students elect to enroll at LCU. The University is church related, but is not sponsored by Churches of Christ or any particular Church of Christ. Full-time faculty and members of the Board of Trustees must be members of a congregation of the Church of Christ. The University is open to all persons regardless of race, color, gender, age, religion, national origin, or disabled condition who are otherwise eligible for admission as students. Cityplace, Suite 2500 (214) 989-1672 RBC Capital Markets 2711 North Haskell Avenue Member NYSE/SIPC Dallas, TX 75204-2936 City Manager and City Council Lubbock Educational Facilities Authority, Inc. October 4, 2007 Page 4 PAST EXPERIENCE WITH THE UNIVERSITY The Authority has served as Issuer for the University on one occasion in the past. The Authority issued $11,600,000 Variable Rate Demand Revenue Bonds, Series 1999 for the benefit of the University. PLAN OF FINANCE The University has requested that the Authority issue approximately $22,975,000 in tax-exempt bonds. The Bonds will be structured as 30 -year, fixed rate debt. The Bonds will not be credit enhanced (no bond insurance) and will be issued on the underlying credit rating of the University (see "Credit Considerations" below). The Bonds are structured to generate $8,500,000 in new money proceeds that will be used to finance the construction of educational facilities including but not limited to additional dormitory buildings, rehabilitation of the Field House and other improvements for the University. Additionally, the Bonds will be used to refinance the University's Variable Rate Demand Revenue Bonds, Series 1999, currently outstanding in the aggregate principal amount of $9,900,000, and certain bank loans due to City Bank, in the amount of $2,496,000. The refinancing will also be used to terminate an interest rate swap associated with the Series 1999 Bonds. The refmancing is projected to produce a present value debt service loss of $257,526 and is being completed in order to fix a long-term financing rate on all of the University's indebtedness at an advantageous long-term cost of capital. Proceeds of the Bonds will also be used to fund a debt service reserve fund equal to the maximum annual debt service on the bonds and pay the costs of issuance related to the Bonds. All estimates of costs of issuance, underwriter's compensation and other fees and expenses have been submitted and fall within the comparable boundaries of similar transactions. Most fees are contingent upon the successful closing of the transactions. In summary, the Plan of Finance will allow the University to fund approximately $8,500,000 in capital projects and achieve an attractive long-term fixed rate on its outstanding indebtedness. We believe that the Plan of Finance is well constructed, appropriate for the University and efficient given current market conditions. CREDIT CONSIDERATIONS The Bonds have been assigned a rating by Standard & Poor's Ratings Services ("S&P") of "BBB" with a stable outlook. The S&P rating assignment was based on the expectation of continued strong operating performance, good student demand, steadily growing liquidity and improved fundraising and endowment levels. Areas of concern noted by S&P were the small traditional enrollment and the small size of the University's endowment. SOURCES OF REPAYMENT AND SECURITY The Bonds will be issued pursuant to an Indenture of Trust (the "Indenture"), by and between the Authority and the Trustee. The Authority will lend the proceeds of the Bonds to the University, pursuant to the Loan Agreement. The University is obligated under the Loan Agreement to make payments to the Authority that will be used to pay debt service on the Bonds (the "Loan Payments"). The Bonds will be issued under, and equally and ratably secured by, and entitled to the benefits of the Indenture. The Bonds will be limited obligations of the Authority and, as and to the extent set forth in the Indenture, will be payable solely from, and secured by a pledge of and lien on, the Revenues, consisting primarily of the Loan Payments made by Cityplace, Suite 2500 (214) 989-1672 RBC Capital Markets 2711 North Haskell Avenue Member NYSE/SIPC Dallas, TX 75204-2936 City Manager and City Council Lubbock Educational Facilities Authority, Inc. October 4, 2007 Page 5 the University under the Loan Agreement. The University's payment obligations under the Loan Agreement will be absolute and unconditional general obligations of the University. The City has no liability with respect to the issuance of the Bonds or the repayment of any debt service relating to the bonds. Additionally, the City is nota party to any of the financing documents relating to the issuance of the bonds. The disclosure documents describin the bonds affirmatively state that the City is not liable on the Bonds. RISKS, CONCLUSION AND RECOMMENDATION As noted above, the Bonds are payable from Loan Payments made by the University. future economic and other conditions that could adversely affect the University's ability to pay the Loan Payments are as follows: v University's revenue and expenses; n demand for private higher education; v ability of the University to offer a curriculum demanded by students generally; D ability to attract and retain professors; D tuition; > shortfall in the amounts expected to be received by the University through fundraising efforts; )o, litigation; investment returns; s demographic changes; A legislation and governmental regulations; and > catastrophic or other events damaging the existing facilities of the University. Any of the risks mentioned above can impair the University's financial strength and there can be no assurances that the University will be able to meet its obligations pursuant to the Plan of Finance. Based on our review of the information provided to us by the various finance team members, we recommend that the City and the Authority approve this financing. The reasons for this recommendation are summarized below: ➢ The University is a quality institution with investment grade credit ratings and solid historical fmancial and operational performance. The University operates in a niche market and has exhibited relatively stable enrollments with consistent demand. The University's debt burden will still be manageable upon issuance of the Bonds. ➢ Management of the University has done a quality job of operating the institution. The University has produced strong operating surpluses the past five years with adequate liquidity. The proposed financing will improve the facilities of the University which in tum should expand the availability of quality higher education for residents of West Texas. ➢ The plan of finance is well constructed, financial risks have been identified and addressed and the finance team and University have a clear and well intentioned approach to financing their capital needs. ➢ The entire financing team brings years of experience to the financing and provides diligent, resourceful and quality insight to the proposed transaction. Cityplace, Suite 2500 (214) 989-1672 RBC Capital Markets 2711 North Haskell Avenue Member NYSE/SIPC Dallas, TX 75204-2936 City Manager and City Council Lubbock Educational Facilities Authority, Inc. October 4, 2007 Page 6 LIMITATIONS We offer no opinion on the ongoing financial viability of the University. As in any evaluation/review we can only assess the proposed financing at a singular point in time and cannot predict the effects of future events, the occurrence and/or effect of which cannot be assured. In addition, our review relies upon documents provided by various members of the finance team, the accuracy of which we cannot certify. As always, it is a pleasure providing service to the City. We look forward to answering any questions you have regarding this financing. Sincerely, Matthew Boles Managing Director Cityplace, Suite 2500 (214) 989-1672 RBC Capital Markets 2711 North Haskell Avenue Member NYSE/SIPC Dallas, TX 75204-2936 CERTIFICATE FOR RESOLUTION AUTHORIZING THE ISSUANCE OF $22,975,000 LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. REFUNDING AND IMPROVEMENT REVENUE BONDS (LUBBOCK CHRISTIAN UNIVERSITY) SERIES 2007; AUTHORIZING THE CORPORATION TO ENTER INTO A TRUST INDENTURE AND OTHER DOCUMENTS PERTAINING TO THE BONDS; AND APPROVING OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Lubbock, Texas (the "City"), has pursuant to the Texas Education Code, as amended (the "Act"), created the Lubbock Educational Facilities Authority, Inc. (the "Corporation") to act on its behalf; WHEREAS, pursuant to the Act, the Corporation, on behalf of the City, is empowered to assist institutions of higher education by issuing its revenue bonds to obtain funds to finance or refinance the cost of constructing, renovating, acquiring, and equipping educational facilities, housing facilities, and facilities incidental, subordinate, or related thereto or appropriate in connection therewith; WHEREAS, the Corporation issued $11,500,000 Lubbock Educational Facilities Authority, Inc. Variable Rate Demand Revenue Bonds (Lubbock Christian University) Series 1999 at the request of Lubbock Christian University (the "Borrower") which borrowed the bond proceeds; and WHEREAS, the Borrower has additional outstanding bank indebtedness (hereinafter the Borrower's 1999 bond indebtedness and its outstanding bank indebtedness is jointly referred to as "Prior Debt") and the Borrower desires to restructure and refinance its Prior Debt; WHEREAS, the Borrower also desires to construct additional dormitories on its campus as well as making certain other improvements, including without limitation, a material rehabilitation of the Field House, construction of a maintenance, custodial and technology services building, material improvements to campus security and expansion of a major water line, (the "Project") and intends to finance the Project; and, WHEREAS, the Borrower has requested the Corporation to refinance its Prior Debt as well as financing the Project; and WHEREAS, the Bonds will be issued pursuant to an Indenture of Trust, dated as of October 1, 2007 (the "Indenture") by and between the Corporation and The Bank of New York Trust Company, N.A., as the Trustee (the "Trustee"); THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. THAT: Section 1. The Board hereby approves the issuance of the Bonds, appoints George K. Baum & Company as Underwriter and approves the sale of the Bonds to the Underwriter pursuant to the herein - defined Bond Purchase Agreement. The Bonds shall be issued in an aggregate amount not to exceed $25,000,000 and shall bear interest at a rate not to exceed seven and one-half percent (7.5%). The Bonds shall be issued and secured pursuant to the herein authorized Indenture and shall bear such dates, shall be in such denominations, shall be in such forms, shall be subject to redemption, shall have such other terms and provisions, shall be issued, executed, authenticated and delivered in such manner and shall be subject to such provisions, covenants and agreements, as are set forth in the Indenture. The Bonds will bear Bail Ft=ludan Audwixing[a my -LCV 200MCD.4.40e interest and mature as provided in the Indenture. The Bonds are subject to optional and mandatory redemption as provided in the Indenture. Section 2. The following documents are approved in substantially the forms presented to the Corporation and with such changes therein as shall be requested and/or approved by the President and Legal Counsel of the Corporation and the officers of the Corporation executing such documents, such officers' signatures thereon being conclusive evidence of their approval thereof (copies of which documents shall be filed in the records of the Corporation), and the Corporation is hereby authorized to enter into each of such documents to which the Corporation is a party (the "Corporation Documents"), subject in all respects to the approval of the final forms of documents by the President and Legal Counsel of the Corporation and Bond Counsel, Johnson Radcliffe Petrov & Bobbitt PLLC: (a) The Indenture; (b) The Loan Agreement dated as of October I, 2007 among the Corporation, and the Borrower (the "Agreement"); (c) The Bond Purchase Agreement by and between the Corporation and George K. Baum & Company (the "Underwriter") (the `Bond Purchase Agreement"); (d) The Preliminary Official Statement; and (e) The Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"). Section 3. The President or Vice 'President of the Corporation is hereby authorized and directed to execute and deliver, for and on behalf of and as the act and deed of the Corporation, each of the Corporation Documents and to execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, including without limitation the Tax Certificate, the Final Official Statement, and the Investment Agreement, if any. The Secretary or Assistant Secretary of the Corporation is hereby authorized and directed to attest to the execution of the Corporation Documents and any other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution. Section 4. The President or Vice President of the Corporation is hereby authorized and directed to execute the Bonds, or have their facsimile signatures placed upon the Bonds, and each is hereby authorized and directed to deliver the Bonds. Section S, The Board approves the investment of Bond proceeds with such investment provider or providers as may be competitively selected pursuant to the Requests for Bids, and agrees to direct the execution and delivery of the Investment Agreement(s) on the terms presented to the Corporation by such approved provider(s). Section 6. The Board hereby approves the Preliminary Official Statement in substantially the form and substance presented to the Board and the President or Vice President is authorized and directed for and on behalf of the Corporation, to date, sign or otherwise execute a final version of the Official Statement in a form satisfactory to the President or Vice President and counsel of the Corporation. Section 7. The Corporation shall, and the officers, agents and employees of the Corporation are hereby authorized and directed to take such further action and execute such other documents, certificates and instruments, including, without limitation, agreements with respect to the investment of funds held Bond Resolution Authorizing Issuance -LCU 200MCD .O.doe 2 under the Indenture and documents relating to the qualifications of the Bonds under the "blue sky" laws of the various states of the United States of America, as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the Corporation with respect to the Bonds and the Corporation Documents. Section 8. The Bank of New York. Trust Company, N.A. is hereby appointed as Trustee under the Indenture, thereby serving as registrar and paying agent under the terms of the Indenture. Section 9. The President or Vice President of the Corporation is hereby authorized to execute and deliver to the Trustee the written order of the Corporation directing the authentication and delivery of the Bonds by the Trustee in accordance with the Indenture. Section 10. All action not inconsistent with provisions of this Resolution heretofore taken by the Board and officers of the Corporation directed toward the issuance of the Bonds be and the same hereby is ratified, approved and confirmed. Section 11. The officers of the Corporation shall take all actions in conformity with the Act, if necessary, or reasonably required to effectuate the issuance of the Bonds and shall take all action necessary or desirable in conformity with the Act to consummate the transactions contemplated by the Bonds, this Resolution, and the Indenture, including without limitation (i) the execution and delivery of any closing documents in connection with the issuance of the Bonds, and (ii) executing and delivering any amendments to such documents as may be required, because of the passage of federal tax legislation with an effective date prior to the date of the issuance of the Bonds, to maintain the tax-exempt status of the Bonds. The officers executing the documents approved by this Resolution are authorized to approve such changes to said documents as are necessary and appropriate and not contrary to the general tenor thereof; such approval to be conclusively evidenced by such execution thereof. Section 12. The actions and obligations of the Corporation contained in this Resolution shall be subject to and conditioned upon the receipt by the Corporation, at the date of delivery and payment for the Bonds, of (i) the purchase price of the Bonds; and (ii) such opinions, evidence, certificates, instruments, or other documents as shall be requested by the President or any other officers of the Corporation, Corporation's Counsel and by Bond Counsel. Section 13. That, notwithstanding any of the provisions of this resolution, the President or any other officers of the Corporation are hereby authorized to make or approve such revisions in form of the documents and instruments described herein as, in the opinion of Bond Counsel, may be necessary or convenient to carry out or assist in carrying out the purposes and transactions contemplated by this resolution and by the Indenture. Section 14. After any of the Bonds are issued, this Resolution shall be and remain irrevocable until the Bonds or interest thereon shall have been fully paid or provisions for payment made pursuant to the Indenture. Section 15. If any section, paragraph, clause, or provisions of this Resolution shall be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution. In case any obligation of the Corporation authorized or established by this Resolution or the Bonds is held to be in violation of law as applied to any person or in any circumstance, such obligation shall be deemed to be the obligation of the Corporation to the fullest extent permitted by law. Band Resolution Authorizing Issuance -LCU 200MCD .O.doc 3 Section 16. The Board hereby confirms, approves and ratifies all agreements signed by any officer of the Corporation and any action taken by any officer on behalf of the Corporation in connection with the issuance of the Bonds to the date of this resolution. Section 17. That this resolution shall be of full force and effect from and upon its adoption. [EXECUTION PAGE FOLLOWS] Bond Resolution Authorizing Issuance -LCU 2007DCD .v1doc 4 PASSED AND ADOPTED AS OF THIS 24`x` day of September, 2007. By Tit e: President Hand Resolueian Aueharizing Issuance -LCU 1007DCO .vldoc