FORCE
AND EFFECT ITS EXISTENCE, AND TO CARRY OUT THE TERMS OF THIS AGREEMENT.
(B)
ISSUER AGREES TO LOAN FUNDS DERIVED FROM THE SALE OF THE 2005
SERIES A BONDS TO COMPANY TO PROVIDE FOR THE REFUNDING, PAYMENT AND DISCHARGE OF
THE OUTSTANDING PRINCIPAL AMOUNT OF THE REFUNDED 1995 SERIES A BONDS, TO THE END
THAT AIR POLLUTION BE ABATED AND CONTROLLED IN THE COMMONWEALTH.
(C)
TO ACCOMPLISH THE FOREGOING, ISSUER AGREES TO ISSUE $40,000,000
AGGREGATE PRINCIPAL AMOUNT OF ITS 2005 SERIES A BONDS FOLLOWING THE EXECUTION OF
THIS AGREEMENT ON SUCH TERMS AND CONDITIONS AS ARE SET FORTH IN THE INDENTURE.
THE PROCEEDS FROM THE SALE OF THE 2005 SERIES A BONDS SHALL BE APPLIED
EXCLUSIVELY AND IN WHOLE TO REFUND, PAY AND DISCHARGE THE OUTSTANDING PRINCIPAL
AMOUNT OF THE REFUNDED 1995 SERIES A BONDS ON OR PRIOR TO THE 90TH DAY AFTER THE
DATE OF ISSUANCE OF THE 2005 SERIES A BONDS.
(D)
ISSUER WILL COOPERATE WITH COMPANY AND TAKE ALL ACTIONS NECESSARY
FOR COMPANY TO COMPLY WITH SECTION 2.2(N), (R) AND (U) HEREOF AND TAKE OTHER
ACTIONS REASONABLY REQUESTED BY COMPANY IN FURTHERANCE OF THIS AGREEMENT.
Section 2.2.
Representations, Warranties and Covenants by Company.
Company represents, warrants and covenants that:
(A)
COMPANY (I) IS A CORPORATION DULY INCORPORATED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE COMMONWEALTH OF KENTUCKY, (II) IS
DULY QUALIFIED, AUTHORIZED AND LICENSED TO TRANSACT BUSINESS IN EACH
JURISDICTION WHEREIN FAILURE TO QUALIFY WOULD HAVE A MATERIAL ADVERSE EFFECT ON
THE CONDUCT OF ITS BUSINESS AND (III) IS NOT IN VIOLATION OF ANY PROVISION OF
ITS ARTICLES OF INCORPORATION, ITS BY-LAWS OR ANY LAWS OF THE COMMONWEALTH OF
KENTUCKY RELEVANT
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TO THE TRANSACTIONS CONTEMPLATED HEREBY OR IN CONNECTION WITH THE ISSUANCE OF
THE 2005 SERIES A BONDS.
(B)
COMPANY HAS FULL AND COMPLETE LEGAL POWER AND AUTHORITY TO EXECUTE
AND DELIVER THIS AGREEMENT, THE SUPPLEMENTAL INDENTURE AND THE FIRST MORTGAGE
BONDS TO BE ISSUED PURSUANT THERETO, AND HAS BY PROPER CORPORATE ACTION DULY
AUTHORIZED THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SUPPLEMENTAL
INDENTURE AND THE FIRST MORTGAGE BONDS.
(C)
THE PROJECT CURRENTLY REFINANCED BY APPLICATION OF THE PROCEEDS OF
THE REFUNDED 1995 SERIES A BONDS WAS DESIGNED AND CONSTRUCTED TO COLLECT,
CONTAIN, REDUCE AND ABATE AIR POLLUTION AT THE PROJECT SITE.
THE PROJECT WAS
AND IS NECESSARY FOR THE PUBLIC HEALTH AND WELFARE, AND HAS BEEN DESIGNED FOR NO
MATERIAL PURPOSE EXCEPT TO CONTROL AND ABATE ATMOSPHERIC POLLUTANTS AND
CONTAMINANTS AT THE PROJECT SITE.
THE PROJECT CONSTITUTES AIR POLLUTION CONTROL
FACILITIES UNDER SECTION 103(B)(4)(F) OF THE INTERNAL REVENUE CODE OF 1954, AS
AMENDED, AND THE ACT.
(D)
ALL OF THE PROCEEDS OF THE 2005 SERIES A BONDS, EXCLUSIVE OF
ACCRUED INTEREST, IF ANY, SHALL BE USED ON OR PRIOR TO THE 90TH DAY AFTER THE
DATE OF ISSUANCE OF THE 2005 SERIES A BONDS EXCLUSIVELY AND ONLY TO REDEEM, PAY
AND DISCHARGE THE PRINCIPAL OF THE REFUNDED 1995 SERIES A BONDS, WHICH CURRENTLY
REFUNDED THE ORIGINAL BONDS, NOT