acting as trustee in respect of the Refunded 1993 Series A
Bonds.
In addition to the definitions herein, terms used in this agreement and not
defined herein shall have the meanings ascribed to such terms in the Indenture.
The words "hereof", "herein", "hereto", "hereby" and "hereunder" refer to this
entire Agreement.
Unless otherwise noted, all Section and Article references
are to sections and articles in this Agreement.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 2.1.
Representations, Warranties and Covenants by Issuer.
Issuer represents, warrants and covenants that:
(A)
ISSUER IS A PUBLIC BODY CORPORATE AND POLITIC DULY CREATED AND
EXISTING AS A COUNTY AND POLITICAL SUBDIVISION UNDER THE CONSTITUTION AND LAWS
OF THE COMMONWEALTH OF KENTUCKY AND, PURSUANT TO THE ACT, ISSUER HAS THE POWER
AND DUTY TO ISSUE THE 2004 SERIES A BONDS, TO ENTER INTO THIS AGREEMENT AND THE
INDENTURE AND THE TRANSACTIONS CONTEMPLATED HEREBY AND TO CARRY OUT ITS
OBLIGATIONS HEREUNDER AND THEREUNDER.
ISSUER IS NOT IN DEFAULT UNDER OR IN
VIOLATION OF THE CONSTITUTION OR ANY OF THE LAWS OF THE COMMONWEALTH OF KENTUCKY
RELEVANT TO THE ISSUANCE OF THE 2004 SERIES A BONDS OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR IN CONNECTION WITH SUCH ISSUANCE, AND HAS
BEEN DULY AUTHORIZED TO ISSUE THE 2004 SERIES A BONDS
5
AND TO EXECUTE AND DELIVER THIS AGREEMENT AND THE INDENTURE.
ISSUER AGREES THAT
IT WILL DO OR CAUSE TO BE DONE IN TIMELY MANNER ALL THINGS NECESSARY TO PRESERVE
AND KEEP IN FULL 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 2004
SERIES A BONDS TO COMPANY TO PROVIDE FOR THE REFUNDING, PAYMENT AND DISCHARGE OF
THE OUTSTANDING PRINCIPAL AMOUNT OF THE REFUNDED 1993 SERIES A BONDS, TO THE END
THAT SOLID WASTES BE COLLECTED, STORED, NEUTRALIZED AND ABATED IN THE
COMMONWEALTH.
(C)
TO ACCOMPLISH THE FOREGOING, ISSUER AGREES TO ISSUE $50,000,000
AGGREGATE PRINCIPAL AMOUNT OF ITS 2004 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 2004 SERIES A BONDS SHALL BE APPLIED
EXCLUSIVELY AND IN WHOLE TO REFUND, PAY AND DISCHARGE THE OUTSTANDING PRINCIPAL
AMOUNT OF THE REFUNDED 1993 SERIES A BONDS ON OR PRIOR TO THE 90TH DAY AFTER THE
DATE OF ISSUANCE OF THE 2004 SERIES A BONDS.
(D)
ISSUER WILL COOPERATE WITH COMPANY AND TAKE ALL ACTIONS NECESSARY
FOR COMPANY TO COMPLY WITH SECTION 2.2(M), (Q) AND (T) 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 COMMONWEALTHS OF KENTUCKY AND
VIRGINIA, (II) IS DULY QUALIFIED, AUTHORIZED AND LICENSED TO TRANSACT BUSINESS
IN EACH JURISDICTION WHEREIN FAILURE TO QUALIFY WOULD HAVE A MATERIAL ADVERSE