Abbeville Meridional
March 7, 2026
The following Resolution was offered by Commissioner Carlton Campbell and seconded by Commissioner Michael Bertrand:
RESOLUTION
A RESOLUTION PROVIDING FOR THE INCURRING OF DEBT AND ISSUANCE OF NOT EXCEEDING ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,500,000) AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS, SERIES 2026, OF THE ABBEVILLE HARBOR AND TERMINAL DISTRICT, THE PARISH OF VERMILION, STATE OF LOUISIANA; PRESCRIBING THE FORM, TERMS AND CONDITIONS OF SAID BONDS; DESIGNATING THE DATE, DENOMINATION AND PLACE OF PAYMENT OF SAID BONDS; PROVIDING FOR THE PAYMENT THEREOF IN PRINCIPAL AND INTEREST; PROVIDING FOR THE ACCEPTANCE OF AN OFFER FOR THE PURCHASE OF SAID BONDS; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH.
WHEREAS, the Abbeville Harbor and Terminal District, Parish of Vermilion, State of Louisiana (the "Issuer"), is a political subdivision created pursuant to the provisions of Chapter 37 of Title 34 of the Louisiana Revised Statutes of 1950, as amended, including particularly La. R.S. 34:333.1, et seq., and other applicable laws of the State of Louisiana (the "Act"), is authorized and empowered under the laws of the State of Louisiana (the "State") to issue tax exempt or taxable revenue bonds or notes for the purpose of developing commerce and industry in Vermilion Parish; and
WHEREAS, the Issuer desires to incur indebtedness for the purposes of: (i) construction, installation and equipping of an oil spill emergency response staging facility and headquarters (the "Project"), such Project to be located on the Abbeville Harbor & Terminal District campus in Vermilion Parish, Louisiana; and (ii) paying the costs of issuance of the Bonds; and
WHEREAS, as required by Louisiana law, the Commission applied for and received approval from the Louisiana State Bond Commission on October 16, 2025, for the issuance of not exceeding $1,500,000 Revenue Bonds (the "Bonds") of the Abbeville Harbor and Terminal District, State of Louisiana; and
WHEREAS, the Bonds will be special and limited revenue obligations of the Issuer, secured by and payable from, collectively, the funds, income, revenues, fees, receipts or charges of any nature from any source whatsoever on deposit, with or accruing from time to time to, the Issuer, provided that no such funds, income, revenue, fees, receipts or charges shall be so included in this definition which have been or are in the future legally dedicated and required for other purposes by the electorate, by the terms of specific grants, by the terms of particular obligations issued or to be issued (to the extent pledged or budgeted to pay debt service on such other obligations) or by operation of law (the "Legally Available Revenues")
WHEREAS, after the delivery of the Bonds, the Issuer will have no other outstanding bonds or other obligations of any kind or nature payable from or enjoying a lien on the Legally Available Revenues herein; and
WHEREAS, the Issuer has determined that the Project (hereinafter defined) will further its public purpose under which it was formed; and
WHEREAS, the Issuer desires to into into a Commitment Agreement to provide for the sale of the Bonds to the Lender at the price and in the manner hereinafter provided;
WHEREAS, it is the desire of the Board of Commissioners of the Abbeville Harbor and Terminal District, acting as the governing authority of the Issuer (the "Governing Authority") in this resolution (this "Bond Resolution") to fix the details necessary with respect to the issuance of the Bonds and to provide for their authorization and issuance.
NOW, THEREFORE, BE IT RESOLVED, by this Governing Authority of the Issuer, that:
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DEFINITIONS
• Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms as set forth in Exhibit "A" attached hereto, unless the context otherwise requires.
• Interpretation. In this Bond Resolution, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and (c) the title of the offices used in this Bond Resolution shall be deemed to include any other title by which such office shall be subsequently known.
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AUTHORIZATION AND ISSUANCE
• Authorization of Bonds. In compliance with and under the authority of the Act, and other constitutional and statutory authority; and pursuant to this Bond Resolution, there is hereby authorized the incurring of an indebtedness of not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) Revenue Bonds, Series 2026 (the "Bonds"), for, on behalf of and the name of the Issuer, for the purposes of the Project, and to represent said indebtedness, this Governing Authority does hereby authorize the issuance of the Bonds.
The principal of the Bonds, upon maturity or redemption, shall be payable by the Paying Agent upon presentation and surrender thereof. Principal and interest on the Bonds will be payable by the Paying Agent to the Owner (determined as of the Record Date) either (i) by check payable to the Owner at the Owner’s address shown on the Bond Register, or (ii) by wire transfer to the Owner pursuant to the Owner’s wiring instructions shown on the Bond Register (if any).
Each Bond delivered under this Bond Resolution upon transfer or in exchange for or in lieu or any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond shall bear interest (as herein set forth) so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. No Bond shall be entitled to any right or benefit under this Bond Resolution, or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of registration, substantially in the form provided in this Bond Resolution, executed by the Paying Agent by manual signature or electronic signature pursuant to La. R. S. 9:2601 et. seq.
• Disbursement of Proceeds. The principal amount of the Bonds shall be disbursed to the Issuer and deposited into the Bond Fund created pursuant to Section 4.1 of this Resolution and applied in accordance with Section 4.2 of this Resolution.
• Bond Resolution a Contract. In consideration of the purchase and acceptance of the Bonds by the Lender, the provisions of this Bond Resolution shall be a part of the contract of the Issuer with the Lender and shall be deemed to be and shall constitute a contract between the Issuer and the Lender and any subsequent Owners from time to time of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, each of which Bonds, regardless of the time or times of its issue or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Bond Resolution.
• Pledge of the Legally Available Revenues. The Bonds shall be secured by and payable in principal, premium, if any, and interest solely from an irrevocable pledge and dedication of the Legally Available Revenues. The Legally Available Revenues are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for the payment of the Bonds in principal, premium, if any, and interest as they shall respectively become due and payable, and for the other purposes hereinafter set forth in this Bond Resolution. All of Legally Available Revenues shall be set aside in a separate fund, as provided in Section 4.1(d) and Section 5.2 of this Bond Resolution and shall be and remain pledged for the security and payment of the Bonds in principal, premium if any, and interest and for all other payments provided for in this Bond Resolution until the Bonds shall have been fully paid and discharged.
The Issuer shall issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the Legally Available Revenues having priority over, or parity with, the Bonds, except in accordance with Section 9.1 of this Bond Resolution.
• Form of Bonds. The Bonds shall be in substantially the form set forth in Exhibit "B" hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act, this Bond Resolution or as deemed necessary upon advice of Bond Counsel.
• Denominations, Dates, Maturities and Interest. The Bonds shall be in fully registered form, shall be dated the date of delivery thereof, shall be issued in form and respective amounts as set forth in the Commitment Agreement. The Bonds shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, as set forth in a Commitment Agreement, such rates not to exceed six percent (6.00%) per annum, said interest to be calculated on the basis of a 360-day year consisting of twelve 30-day months or as otherwise defined by the Lender. The Bonds shall become due and payable and mature on the dates set forth in the Commitment Agreement, however, the final maturity date of the Bonds shall be no later than ten (10) years from the date of issuance.
Upon the occurrence of an Event of Default in Section 10.1 hereof, the Bonds shall bear interest at the Default Rate during the time that such Event of Default continues to exist.
In the event of a Determination of Taxability, or an amendment to the Code requiring interest on the Bonds to be included in the gross income of the Lender for federal tax purposes, the interest rate on the Bonds shall be adjusted at the written direction of the Lender to provide an after-tax yield on the then outstanding principal amount of the Bonds at least equal to the after-tax yield the Lender would have received if a Determination of Taxability or the amendment to the Code described herein had not occurred. In such event, the Issuer shall execute and deliver a substitute Bond to the Lender, which shall be duly authenticated by the Paying Agent, as defined herein. If the rate of interest payable hereunder shall exceed the Statutory Maximum for any period for which interest is payable, then (i) interest at the Statutory Maximum shall be due and payable with respect to such interest period and (ii) a fee in an amount rate equal to the difference between (A) the rate of interest calculated in accordance with the terms hereof and (B) the Statutory Maximum (the "Excess Fee") shall be deferred until such date as the rate of interest calculated in accordance with the terms hereof ceases to exceed the Maximum Rate, at which time the Issuer shall pay to the Lender, with respect to amounts then payable to the Lender that are required to accrue interest hereunder, such portion of the deferred Excess Fee as will cause the rate of interest then paid to the Lender to equal the Statutory Maximum, which payments of deferred Excess Fee shall continue to apply to such unpaid amounts hereunder until all deferred Excess Fee is fully paid to the Lender, together with interest thereon at the Federal Funds Rate. The Excess Fee shall not be deemed to be an increase in the interest rate on the Bonds. "Federal Funds Rate" means, for any day, the rate per annum (rounded upwards to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Lender by federal funds dealers selected by Lender on such day on such transaction as determined by Lender.
• Acceptance of Offer/Award of Bonds. The Authorized Officers are hereby authorized to award the Bonds to a Lender pursuant to a Commitment Agreement within the parameters set forth in this Bond Resolution. Upon and after their execution, the Bonds shall be delivered to Lender or its agents or assigns, upon receipt by the Issuer of the agreed purchase price. Each Authorized Officer, individually or collectively, is hereby empowered, authorized and directed to execute and deliver or cause to be executed and delivered all documents required to be executed on behalf of the Issuer or deemed by, either, in their sole discretion, necessary or advisable to implement this Bond Resolution or facilitate the sale of the Bonds.
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GENERAL TERMS AND PROVISIONS OF THE BONDS
• Registration, Transfer and Exchange of Bonds. The Issuer shall cause the Bond Register to be kept at the principal office of the Paying Agent. The Bonds may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bonds or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new registered Owner) in exchange for such transferred and assigned Bonds after receipt of the Bonds to be transferred in proper form. Such new Bond or Bonds shall be in Authorized Denominations, as set forth in the Commitment Agreement. Neither the Issuer nor the Paying Agent shall be required to issue, register the transfer of, or exchange any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date immediately following such Record Date.
• Registration by Paying Agent. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Resolution unless and until a certificate of registration on such Bond substantially in the form set forth in Exhibit "B" hereto shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.
• Recital of Regularity. The Issuer, having investigated the regularity of the proceedings had in connection with this issue of Bonds, and having determined the same to be regular, the Bonds shall contain the following recital, to-wit:
"It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana."
• Execution of Bonds. The Bonds shall be executed in the name and on behalf of the Issuer by the manual or electronic signature of an Authorized Officer of the Issuer. In case any one or more of the officers who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed shall have been actually delivered such Bonds may, nevertheless, be delivered as herein provided, and may be issued as if the Person who signed such Bonds had not ceased to hold such office. Said officers shall, by the execution of the Bonds, adopt as and for their own proper signatures their respective electronic signatures appearing on the Bonds or any legal opinion certificate thereon, and the Issuer may adopt and use for that purpose the electronic signature of any Person or Persons who shall have been such officer at any time on or after the date of such Bond, notwithstanding that at the date of such Bond such Person may not have held such office or that at the time when such Bond shall be delivered such Person may have ceased to hold such office.
• Mutilated, Destroyed, Lost or Stolen Bonds. If any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Bond has been acquired by a bona fide underwriter, the Issuer shall execute and, upon its request, the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Bond Resolution equally and ratably with all other outstanding Bonds. The procedures set forth in the Paying Agent Agreement authorized in this Bond Resolution shall also be available with respect to mutilated, destroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds.
• Cancellation of Bonds. All Bonds paid or redeemed either at or before maturity together with all Bonds purchased by the Issuer, shall thereupon be promptly canceled by the Paying Agent. The Paying Agent shall upon request promptly furnish to the Executive Director of the Issuer an appropriate certificate of cancellation.
• Restrictions on Transfer. Any Registered Owner of this Bond shall have the right at any time to assign, transfer or convey this Bond or any interest therein or portion thereof, but no such assignment, transfer or conveyance shall be effective as against the Issuer unless and until such Registered Owner has delivered to the Issuer written notice thereof that discloses the name and address of the assignee and such assignment. Transfer or conveyance shall be made only to (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), whether acting in its individual or fiduciary capacity; (ii) an insurance company, as defined in Section 2(13) of the 1933 Act; or a (iii) a "qualified institutional buyer" as defined in Rule 144A promulgated under the 1933 Act. Nothing herein shall limit the right of the Registered Owner or its assignees to sell or assign participation interests in this Bond to one or more entities listed in (i) through (iii).
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CREATION OF FUNDS / APPLICATION OF BOND PROCEEDS
• Funds and Accounts. The Issuer hereby establishes the following funds and accounts with respect to the Bonds:
• The Series 2026 Bond Proceeds Fund (the "Bond Fund") to be established and maintained with the Paying Agent;
• The Costs of Issuance Account (the “Costs of Issuance Account”) to be established as a separate account within the Bond Fund for the purpose of paying Costs of Issuance with respect to the Bonds;
• The Project Fund (the "Project Fund") to be established by the Issuer and maintained in a separate and special account with the Paying Agent; and
• The General Fund (the "General Fund") previously established by the Issuer and maintained with the Fiscal Agent Bank and shall be used to deposit the Legally Available Revenues as they are received by the Issuer; and
• The Series 2026 Debt Service Fund (the "Debt Service Fund") to be established and maintained with the Paying Agent;
• The Series 2026 Rebate Fund (the "Rebate Fund") to be established and maintained by the Paying Agent and used to make all rebate payments owed to the United States of America under the Code as more fully set forth in the Tax Certificate, if required.
Accounts may be removed, and additional accounts may be created if deemed necessary by the Issuer and on the advice of Bond Counsel.
• Application of Bond Proceeds.
• There shall be deposited in the Bond Fund the Bond Proceeds. The Paying Agent shall transfer from the Bond Fund (i) an amount to the Costs of Issuance Account sufficient to pay Costs of Issuance with respect to the Bonds, and (ii) amounts to the Project Fund to pay for costs of the Project, and to reimburse the Issuer for amount previously spent for the Project. The amounts deposited in the respective Cost of Issuance Account and the Project Fund from the Bond Fund shall be designated in the Closing Memorandum.
• The Issuer shall cause the Paying Agent to pay Costs of Issuance from the Costs of Issuance Account in the manner and amounts set forth in the authorization to pay costs of issuance (the "Authorization to Pay Costs"). The Paying Agent shall pay the Costs of Issuance upon receipt of the Authorization to Pay Costs pursuant to invoices submitted for payment.
Any funds remaining in the Bond Fund one hundred eighty (180) days after the Closing Date shall be transferred to the Debt Service Fund and applied as stated herein.
All such deposits shall be made in accordance with the Authorization to Pay Costs and Closing Memorandum.
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SECURITY FOR THE BONDS/ MAINTENANCE OF FUNDS AND ACCOUNTS
• Security for the Bonds.
• The Bonds are secured by and payable as to principal, premium, if any, and interest solely from the Legally Available Revenues, until the Bonds have been fully paid.
• Payment of principal of and interest on the Bonds will be paid from the Legally Available Revenues in accordance with the terms set forth in the Bonds herein.
• The Issuer hereby unconditionally pledges the Legally Available Revenues to the full and prompt payment of principal of and interest on the Bonds.
• At the closing of the issuance of the Bonds, the lien of the Legally Available Revenues will be perfected, preserved and fully protects the security of the Bondholders in the Legally Available Revenues. The Issuer covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further acts, instruments and transfers as may be required for securing, assuring, continuing, transferring, conveying, pledging, assigning and confirming unto the Bondholders or any trustee for the Bondholders, the Legally Available Revenues and any other collateral pledged to the payment of the principal of, premium, if any, and interest on the Bonds.
• Flow of Funds.
• All avails or proceeds of the Legally Available Revenues shall continue to be deposited daily as the same may be collected to the credit of the Issuer in the General Fund. The Legally Available Revenues in the General Fund shall constitute pledged revenues of the Issuer, for which the Revenue Fund shall be administered and used for the following express purposes set forth in items (b) and (c).
• The maintenance of the Debt Service Fund established and held by the Issuer, sufficient in amount to pay promptly and fully the principal of and the interest on the Bonds as the same respectively fall due. Payments into this Debt Service Fund shall be made by the Issuer in the manner prescribed by this Bond Resolution, and, except as herein provided, all money in the Debt Service Fund shall be used solely to pay the principal of, and interest on the Bonds and for no other purpose.
• Any Legally Available Revenues remaining in the General Fund that are not required to make the required payments into the Debt Service Fund set forth in (b) hereof may be used by the Issuer for the purposes of: (i) retiring the Bonds in advance of their scheduled maturities pursuant to the optional redemption provisions in Section 6.1 hereof; and/or (ii) any other lawful purposes.
• Project Fund. Bond Proceeds, net of Costs of Issuance, shall be deposited in the Project Fund in accordance with the Closing Memorandum for the purposes of the Project.
Monies in the Project Fund shall be disbursed to the Issuer for the payment of all costs incurred in connection with any Project pursuant to requisitions in substantially the form of Exhibit "C" hereto.
All or any part of the moneys in the Project Fund shall, at the request of the Issuer, be invested in Permitted Investments in accordance with the provisions of the laws of the State, in which event all income derived from such investments shall be added to the Project Fund.
Upon certification by the Issuer that all costs incurred in connection with the Project and Costs of Issuance have been paid, any balance remaining in the Project Fund shall be deposited into the Debt Service Fund to be applied towards the next scheduled principal payments of the Bonds, and the Project Fund shall be closed.
• Investment of Funds. All or any part of the money in any of the aforesaid funds and accounts shall, at the written request of the Issuer, be invested in Permitted Investments. Such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which said respective funds are maintained.
Investments on deposit in all funds and accounts shall be valued at market value at least monthly. No forward delivery agreements, hedge, purchase and resale agreements or par-put agreements may be used with respect to the investment of any fund or account with respect to the trust estate pledged to the Bonds without the prior written request.
It is anticipated that no Bond Proceeds will remain unexpended after one hundred eighty (180) days from the Closing Date of issuance and there will be no need for Permitted Investments.
• Funds to Constitute Trust Funds. The funds and accounts provided for in Section 4.1 hereof shall all be and constitute trust funds for the purposes provided in this Bond Resolution, and Bonds issued pursuant to this Bond Resolution shall be and they are hereby granted a lien on all such funds until applied in the manner provided herein. The monies in such funds shall at all times be secured to the full extent thereof by the bank or trust company holding such funds in the manner required by the laws of the State. The Authorized Officers of the Issuer are hereby authorized and directed to execute any instrument necessary to effect this Section.
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REDEMPTION OF BONDS
• Redemption Provisions. The Bonds may be subject to optional and/or mandatory sinking fund redemption as set forth in the Commitment Agreement.
• Notice of Redemption of Bonds.
• In the event any of the Bonds are called for optional redemption, the Issuer shall provide written notice to the Lender of the redemption of such Bonds (with a copy to the Paying Agent), which notice shall (i) specify the principal amount of Bonds to be redeemed, the redemption date, and the place or places where amounts due upon such redemption will be payable (which shall be the principal corporate trust office of the Paying Agent) and, if less than all of the Bonds are to be redeemed, the numbers of the Bonds to be redeemed, (ii) state any condition to such redemption, and (iii) state that on the redemption date, and upon the satisfaction of any such condition, the Bonds to be redeemed shall cease to bear interest. Such notice may set forth any additional information relating to such redemption. If Lender and/or Paying Agent have accepted electronic delivery of notices, such notice shall be given by mail, postage prepaid, at least five (5) Business Days prior to the date fixed for redemption to each Owner of the Bonds to be redeemed at its address shown on the Bond Register kept by the Paying Agent; provided, however, that failure to give such notice to any Bondholder or any defect in such notice shall not affect the validity of the proceedings for the redemption of any of the other Bonds.
• Any Bonds and portions of Bonds which have been duly selected for Optional Redemption and which are paid as set forth herein shall cease to bear interest on the specified redemption date.
• In the case of any Optional Redemption in part of the Bonds, the Bonds to be redeemed will be selected by the Issuer, subject to the requirements of this Resolution. If less than all of the Bonds outstanding of a series are called for redemption under any provision of this Resolution permitting partial redemption, the particular Bonds of such series to be redeemed will be selected by the Paying Agent, in such a manner as the Paying Agent in its discretion may deem fair and appropriate. No prior notice is required for Mandatory Scheduled Redemption payments.
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ISSUER COVENANTS
• Payment of Bonds. The Issuer shall duly and punctually pay or cause to be paid as herein provided, the principal, premium, if any, and interest thereon, at the dates and places and in the manner stated in the Bonds according to the true intent and meaning thereof.
• Tax Covenants. To the extent permitted by the laws of the State, the Issuer will comply with the requirements of the Code to establish, maintain and preserve the exclusion from "gross income" of interest on the Bonds under the Code. The Issuer shall not take any action or fail to take any action, nor shall it permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly to acquire any securities or obligations the acquisition of which, would cause any Bond to be an "arbitrage bond" as defined in the Code or would result in the inclusion of the interest on any Bond in "gross income" under the Code, including without limitation, the failure to comply with the limitation on investment of the proceeds of the Bonds, the payment of any required rebate of arbitrage earnings to the United States of America, or the use of the proceeds of the Bonds in a manner which would cause the Bonds to be "private activity bonds" under the Code.
• Accounting Requirements. So long as any of the Bonds are outstanding and unpaid in principal, premium, if any, or interest, the Issuer shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the Project and shall cause the same to be performed relative to the application of amounts deposited in each fund established or maintained hereunder.
• Audit / Reporting Requirements. The Issuer shall cause an audit of its financial statements to be made by an independent firm of certified public accountants in accordance with the requirements of Chapter 8 of Title 24 of the Louisiana Revised Statutes of 1950, as amended. The Issuer shall also provide the Lender with written notice of events effecting a material change in its financial statements or the Legally Available Revenues. The Issuer further agrees that the Paying Agent, the Lender and any subsequent Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the Issuer relating to its operations, the Project, and the Legally Available Revenues.
• Continuing Disclosure Exemption. Since the Bonds are being sold directly to the Lender in a private transaction, there is no requirement under SEC Rule 15c2-12(b) that the Issuer executes a certificate or engages in any other forms of continuing disclosure pursuant to said rule.
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SUPPLEMENTAL RESOLUTIONS
• Supplemental Resolutions Effective Without Consent of Bondholders. For any one or more of the following purposes and at any time from time to time, a resolution supplemental hereto may be adopted, which, upon the filing with the Paying Agent of a certified copy thereof, but without any consent of the Owners, shall be fully effective in accordance with its terms:
• to add to the covenants and agreements of the Issuer in this Bond Resolution other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with this Bond Resolution as theretofore in effect;
• to add to the limitations and restrictions in this Bond Resolution other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with this Bond Resolution as theretofore in effect;
• to surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of this Bond Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Issuer contained in this Bond Resolution; and
• To cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of this Bond Resolution, or to insert such provisions clarifying matters or questions arising under this Bond Resolution as are necessary or desirable and are not contrary to or inconsistent with this Bond Resolution as theretofore in effect.
• Supplemental Resolutions Effective With Consent of Owners. Except as provided in Section 8.1, any modification or amendment of this Bond Resolution or of the rights and obligations of the Issuer and of the Owners hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the outstanding principal amount of the Bonds at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond, or of any installment of principal or interest thereon or a reduction in the principal amount or the redemption price thereof, or in the rate of interest thereon, without the consent of the Owner of such Bond. No such amendment or modification or shall reduce the percentages of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or change the obligation of the Issuer to levy the tax for the payment of the Bonds as provided herein, without the consent of the Owners of all of the Bonds then outstanding. No such amendment or modification shall change or modify any of the rights or obligations of the Paying Agent without its written assent thereto. For the purposes of this section, no Bonds shall be deemed to be affected by a modification or amendment of this Bond Resolution if the same adversely affects or diminishes the rights of the Owners of said Bonds.
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ADDITIONAL PARITY OBLIGATIONS
• Issuance of Refunding and Additional Parity Obligations. The Bonds shall enjoy complete parity of lien on the Legally Available Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The Issuer shall issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the Legally Available Revenues having priority over or parity with the Bonds, except under the following conditions:
• The Bonds or any part thereof, including interest and redemption premiums thereon, may be refunded and the bonds so issued shall enjoy complete equality of lien with the portion of the Bonds which is not refunded, if there be any, and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues that may have been enjoyed by the Bonds refunded, provided, however, that if only a portion of Bonds outstanding is so refunded and the refunding bonds require total principal and interest payments during any Fiscal Year in excess of the principal and interest which would have been required in such Fiscal Year to any of the Bonds refunded thereby, then such Bonds may not be refunded unless the requirements of Section 9.1(b) have been met.
• Additional Parity Bonds secured by the Legally Available Revenues may be issued if all of the following conditions are met:
• The average annual Legally Available Revenues when computed for the Fiscal Year immediately preceding the issuance of additional bonds must have been not less than 1.25x times the highest combined principal and interest requirements for any succeeding Fiscal Year on all Bonds then Outstanding, plus any Additional Parity Bonds (but not including bonds which have been refunded or provision otherwise made for their full and complete payment and redemption) and the bonds so proposed to be issued. For the purpose of this calculation, principal maturities shall include mandatory redemption of term bonds and there shall be subtracted from term bond maturities the amount of such mandatory redemption so that the calculation shall be made assuming retirement of the term bonds according to the schedule of mandatory redemption. In the event variable rate bonds are issued, it shall be assumed for the purpose of this calculation that the additional bonds shall bear interest at the maximum or ceiling rate that such additional bonds may bear. In any event, the calculation shall always assume an interest rate of at least one-half of the maximum or ceiling rate;
• The payments to be made into the various funds as described hereinafter must be current;
• The existence of the facts required by paragraphs (i) and (ii) above must be determined and certified to in writing by an Authorized Officer of the Issuer; and
• The Additional Parity Obligations so proposed to be issued must be payable as to principal on the Principal Payment date of the Bonds, beginning not later than two (2) years from the date of issuance of said Additional Parity Obligations and payable as to interest on the Interest Payment Date of the Bonds.
•
EVENTS OF DEFAULT
• Events of Default/Remedies. The occurrence of one or more of the following events shall be an Event of Default under this Bond Resolution and under the Bonds:
• if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise; or
• if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; or
• if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in this Bond Resolution, any supplemental resolution or in the Bonds contained and such default shall continue for a period of thirty (30) days after written notice thereof to the Issuer by the Owners of not less than 25% of the Bond's outstanding; or
• if the Issuer shall file a petition or otherwise seek relief under any federal or State bankruptcy law or similar law.
Upon the happening and continuance of any Event of Default, the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made in the Act or in any provision of applicable law.
•
CONCERNING FIDUCIARIES
• Paying Agent; Appointment and Acceptance of Duties. The Paying Agent shall initially be the Secretary-Treasurer of the Issuer appointed in accordance with Section 11.4 hereof. The Issuer may, upon the consent of the Owners, appoint a third-party paying agent meeting the qualifications herein described for the performance of the duties set forth in this Resolution and in the form of the Bonds described in Exhibit "B" hereto. A third-party paying agent shall signify its acceptance of the duties and obligations imposed on it by this Resolution by executing and delivering a paying agent agreement in form and substance satisfactory to the Issuer.
• Successor Paying Agent. Any third-party paying agent appointed under this Article 11 shall be a trust company or bank in good standing, located in or incorporated under the laws of the State, duly authorized to exercise trust powers, and subject to examination by federal or state authority.
• Removal of Paying Agent. The Issuer may remove the Paying Agent, or any paying agent appointed under this Article, by giving notice of such removal to said paying agent in writing and shall appoint a successor paying agent that meets the qualifications of Section 11.2 above.
• Representative of Issuer as Paying Agent. Notwithstanding any other provision of this Article, with the consent of the Owners, the Issuer may appoint the Executive Director, Secretary-Treasurer, or Chairperson, or other designated financial officer of the Governing Authority to serve in the capacity of Paying Agent, without execution of a paying agent agreement, or meeting the requirements of a third-party Paying Agent set forth in Section 11.2 hereof.
•
MISCELLANEOUS
• Discharge of Bond Resolution. If the Issuer shall pay or cause to be paid, or there shall be paid to the Owner(s) of all outstanding Bonds, the principal (and redemption price) of and interest on the Bonds, at the times and in the manner stipulated in this Bond Resolution, then the pledge of the Legally Available Revenues or any other money, securities, and funds pledged under this Bond Resolution and all covenants, agreements, and other obligations of the Issuer to the Lender related to the Bonds shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Bond Resolution to the Issuer.
• Defeasance. Bonds or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this section. Bonds shall be deemed to have been paid, prior to their maturity, within the meaning and with the effect expressed above in this Section if there shall have been deposited in trust either money in an amount which shall be sufficient, or other Defeasance Obligations the principal of and the interest on which when due will provide money which, together with the money, if any, deposited in trust with the Paying Agent at the same time, shall be sufficient to pay when due the principal of, premium, if any, and interest to become due on such Bonds on and prior to the stated maturity. Neither Defeasance Obligations nor money deposited in trust pursuant to this Section, nor principal or interest payments on any such Defeasance Obligations, shall be withdrawn or used for any such purpose other than, and shall be held in trust for, the payment of the principal of and interest on such Bonds. Any cash received from such principal of and interest on such investment securities deposited in trust, if not needed for such purpose, shall, to the extent practicable, be reinvested in Defeasance Obligations (which may be non-interest bearing) maturing at times and in amounts sufficient to pay when due the principal, premium, if any, and interest on such Bonds on and prior to the maturity thereof, and interest earned from such reinvestments shall be paid over to the Issuer as received by the depositary, free and clear of any trust, lien, or pledge. Any payment for Defeasance Obligations purchased for the purpose of reinvestment as aforesaid shall be made only against delivery of such Defeasance Obligations.
To accomplish defeasance, the Issuer shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Lender ("Accountant") verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date ("Verification"), (ii) an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer "Outstanding" under this Bond Resolution, and (iii) a certificate of discharge of the Paying Agent with respect to the Bonds; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed to the Issuer, Paying Agent and Lender. The Lender shall be provided with final drafts of the above-reference documentation not less than five business days prior to the funding of the escrow. Bonds shall be deemed "Outstanding" under this Bond Resolution unless and until they are in fact paid and retired or the above criteria are met.
• Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.
• Notices to Bondholders. Any notices or other communications required or permitted to be given to the Bondholders pursuant to this Bond Resolution shall be mailed by first class mail in a sealed envelope, postage prepaid, addressed to each such Bondholder as his address last appears on the Bond Register. In case, by reason of the suspension of or irregularities in regular mail service, it shall be impractical to mail notice to the Bondholders of any event when such notice is required to be given pursuant to any provision of this Bond Resolution, then any manner of giving such notice as shall be satisfactory to the Paying Agent shall be deemed to be sufficient giving of such notice. Any notice herein required may be omitted if the owners of all the Bonds entitled to such notice give to the Paying Agent a written waiver of such notice.
• Evidence of Signatures of Bondholders and Ownership of Bonds.
• Any requests, consents, revocation of consent or other instrument which the Bond Resolution may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor and shall be signed or executed by such Owners in person or by their attorneys-in-fact appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument appointing any such attorney, or (ii) the ownership by any Person of the Bonds shall be sufficient for any purpose of the Bond Resolution (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Paying Agent, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:
• the fact and date of the execution by any Owner or his attorney-in-fact of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company or of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority;
• the ownership of Bonds and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books.
• Any request or consent by the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Issuer or the Paying Agent in accordance therewith.
• Moneys Held for Particular Bonds. The amounts held by the Paying Agent for the payment due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it, without liability for interest, for the Owners of the Bonds entitled thereto.
• Parties Interested Herein. Nothing in this Bond Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the Issuer, the Paying Agent and the Owners of the Bonds any right, remedy or claim under or by reason of this Bond Resolution or any covenant, condition or stipulation thereof, and all the covenants, stipulations, promises and agreements in this Bond Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent and the Owners of the Bonds.
• No Recourse on the Bonds. No recourse shall be had for the payment of the principal of or interest on the Bonds or for any claim based thereon or on this Bond Resolution against any member of the Governing Authority or officer of the Issuer or any person executing the Bonds.
• Successors and Assigns. Whenever in this Bond Resolution the Issuer is named or referred to, it shall be deemed to include its successors and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the Issuer shall bind and inure to the benefit of its successors and assigns whether so expressed or not.
• Bonds are "Bank-Qualified". The Bonds are designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code.
• Role of Lender. The Lender and its representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities (including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/or investment advisory services. With respect to the Lender Letter and any other information, materials or communications provided by the Lender: (a) the Lender and its representatives are not recommending an action to any municipal entity or obligated person; (b) the Lender and its representatives are not acting as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to this Lender Letter, information, materials or communications; (c) the Lender and its representatives are acting for their own interests; and (d) the Issuer has been informed that the Issuer should discuss the Lender Letter and any such other information, materials or communications with any and all internal and external advisors and experts that the Issuer deems appropriate.
• Privately Negotiated Loan. The Issuer acknowledges and agrees that the Lender is purchasing the Bonds as evidence of a privately negotiated loan and in that connection the Bond shall not be (i) assigned a separate rating by any municipal securities rating agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service. At closing, the Lender will provide the Lender Letter prior to delivery of the Bonds. In the event that SEC Rule 15(c) 2-12 requires information regarding the Bonds to be reported to EMMA, the Lender reserves the right to review the submission and request that it be redacted in any manner deemed appropriate; provided however, that notwithstanding the foregoing nothing shall prevent the Issuer from complying with its continuing disclosure obligations pursuant to applicable law.
• Lender Requested Changes. Any changes requested by the Lender to the terms of the Bonds, as reflected in the Commitment Agreement, shall be incorporated in this Bond Resolution as if set forth in their entirety herein. Any changes to substantive provisions of this Bond Resolution, as determined by an Authorized Officer of the Issuer on advice of Bond Counsel, explicitly including, but not limited to, the par amount, interest rate, term, redemption provisions and/or the requisite terms for the of issuance of Additional Parity Obligations, as stated in Article 9 herein, be and are hereby excluded from being incorporated in this Bond Resolution via this Section.
• Waiver of Jury Trial. Each of the Issuer and the Lender hereby waive any and all right to a trial by jury in any proceeding to review actions by the Issuer as a municipal body under Louisiana Code of Civil Procedure Article 1732(5) and other constitutional and statutory authority, including matters with respect to any controversy or claim between the Issuer and the Lender, whether arising in contract or tort or by statute, including but not limited to any controversy or claim that arises out of or relates to this Bond Resolution, the Bonds or any related document.
• US Patriot Act. The Issuer represents and warrants to the Lender that neither it nor any of its principals, shareholders, members, partners or affiliates, as applicable, is a Person named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of such Person. The Issuer further represents and warrants to the Lender that the Issuer and its principals, shareholders, members, partners or affiliates, as applicable, are not directly or indirectly, engaged in, nor facilitating, the transactions contemplated by this transaction on behalf of any Person named as a Specially Designated National and Blocked Person.
• Section Headings. The headings of the various sections hereof are inserted for convenience of reference.
• Severability. In case any one or more of the provisions of this Bond Resolution or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Bond Resolution or of the Bonds, but this Bond Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date of this Bond Resolution which validates or makes legal any provision of this Bond Resolution and/or the Bonds which would not otherwise be valid or legal, shall be deemed to apply to this Bond Resolution and to the Bonds.
• Effective Date. This Bond Resolution shall become effective immediately upon adoption hereof.
• Publication; Preemption. A copy of this Bond Resolution shall be published as soon as possible after its adoption in one issue of the official journal of the Issuer, provided that the exhibits to this Bond Resolution (definitions, the form of Bond, the Commitment Agreement and the Loan & Pledge Agreement) need not be published but will instead be available for public inspection at the office of the Issuer during regular business hours on weekdays. For a period of thirty (30) days from the date of such publication any person in interest shall have the right to contest the legality of this resolution or of the Bond and the provisions securing the Bond. After the expiration of said thirty (30) days, no one shall have any right of action to contest the validity of the Bond or the provisions of this Bond Resolution, and the Bond shall be conclusively presumed to be legal, and no court shall thereafter have authority to inquire into such matters.
The foregoing Bond Resolution having been submitted to a vote, the vote resulted as follows:
Member
Yea
Nay
Absent
Abstaining
Patrick Duhon, President
X
Jimmie Steen, Vice President
X
Carlton Campbell, Secretary/Treasurer
X
Michael Bertrand
X
Wayne LeBleu
X
Bud Zaunbrecher
X
This Bond Resolution was declared to be adopted by this Governing Authority on this 24th day of February, 2026.
Board of Commissioners of the
Abbeville Harbor and Terminal District
/s/ Patrick Duhon
President
/s/ Carlton Campbell
Secretary-Treasurer
EXHIBITS AND/OR SCHEDULES REFERENCED WITHIN THIS RESOLUTION ARE EXCLUDED FROM PUBLICATION, BUT ARE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST. PLEASE CONTACT THE ABBEVILLE HARBOR & TERMINAL DISTRICT OFFICE DURING REGULAR BUSINESS HOURS TO VIEW EXHIBITS.