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87-022 - 02-03 Authorize $445,000 Tax Increment Refunding Bonds Series 1987BResolution 87-22 February 3, 1987 Member Johnson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $445,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1987B BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the Issuer), as follows: Section 1. Authorization and Sale. 1.01. This Council, by resolution duly adopted January 6, 1987, authorized the issuance and sale of General Obligation Tax Increment Refunding Bonds, Series 19878, of the Issuer, initially dated March 1, 1987, hereinafter called "the Bonds," the proceeds of which are to be used, together with any additional funds of the Issuer which might be required, to refund in advance of maturity the outstanding principal amount of the following bond issues of the Issuer (all such bonds being hereinafter collectively called "the Refunded Bonds"): Title of Issue Date of Issue Outstanding Principal Amount G.O. Tax Increment 12-1-81 $445,000 Bonds of 1981 1.02. Notice of sale of the Bonds has been duly published, and the Council has publicly considered all sealed bids presented in conformity with the notice. The most favorable of such bids is ascertained to be that of Smith Barney, Harris Upham & Company, of Chicago, Illinois, and associates, to purchase the Bonds at a price of $440,105.00 plus accrued interest, and upon the further terms and conditions set forth in this resolution. It is hereby found that by acceptance of said bid and refunding of the Refunded Bonds in accordance with the procedures set forth in Minnesota Statutes, Section 475.67, the Issuer can realize a substantial debt service savings. 1.03. The Mayor and City Manager are directed to execute in duplicate a contract on the part of the Issuer for the sale of the Bonds in accordance with the proposal described in Section 1.02, and to deliver a duplicate to the purchasers. The Finance Director is directed to deposit the purchaser's check securing the contract of sale until the Bonds are delivered and the purchase price is paid, and to return the checks securing other bids to the respective bidders. Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. Maturities; Interest Rates; Denominations. The Bonds shall be designated General Obligation Tax Increment Refunding Bonds, Series 1987B, shall be originally dated as of March 1, 1987, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall mature, without option of prior redemption, on February 1, in the respective years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: Resolution 87-22 - Continued February 3, 1987 Year Amount Rate 1988 $ 45,000 3.75% 1989 45,000 4.00% 1990 50,000 4.25% 1991 55,000 4.50% 1992 55,000 4.75% 1993 60,000 5.00% 1994 65,000 5.20% 1995 70,000 5.35% The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof shall be payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Bond shall be dated as of the date of authentication, or (ii) the date of authentication is prior to February 1, 1988, in which case such Bond shall be dated as of March 1, 1987. The interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1, 1988, to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.03. Registration. The Issuer shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent (the Registrar). The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Issuer. Resolution 87-22 - Continued February 3, 1987 (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The Issuer and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes Fees and Charges. For every transfer or exchange of Bonds, the Registrar may impose a c arge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the Issuer and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. 2.04. Appointment of Initial Registrar. The Issuer hereby appoints Norwest Bank Minneapolis, N.A., Minneapolis, Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the Issuer, a contract with said Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services performed. The Issuer reserves the right to remove the Registrar upon thirty (30) days notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. Resolution 87-22 - Continued February 3, 1987 2.05. Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the Clerk and shall be executed on behalf of the Issuer by the signatures of the Mayor, City Manager and Clerk, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security hereunder until the certificate of authen- tication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the Finance Director shall deliver the same to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and said purchaser shall not be obligated to see to the application of the purchase price. 2.06. following Rate Form of Bonds. The Bonds shall be printed in substantially the form: [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1987B Date of Maturity Original Issue March 1, 1987 REGISTERED OWNER: PRINCIPAL AMOUNT: CUSIP DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Golden Valley, Minnesota, (the Issuer), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing February 1, 1988, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by 31 in , Minnesota, as Bond Registrar and Paying Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Resolution 87-22 - Continued February 3, 1987 and shall invest the funds so deposited in securities authorized for such purpose by Minnesota Statutes, Section 475.67'subdivision 8, maturing on such dates and bearing interest at such rates as are required to provide funds sufficient, with cash retained in the escrow account, to pay when due the interest to accrue on the Refunded Bonds to their respective maturity dates or the dates designated for their earlier redemption and prepayment, and to pay the principal amount of each of the Refunded Bonds at maturity or at the date designated for the redemption and prepayment thereof. The Mayor and City Manager are hereby authorized to enter into an escrow agreement with said Bank establishing the terms and conditions for the escrow account in accordance with Minnesota Statutes, Section 475.67. Section 4. Sinking Fund and Tax Levies. 4.01. The Refunded Bonds are payable from a separate debt service fund (the Fund) heretofore established on the books of the Issuer for the payment of all bonds issued in aid of redevelopment projects within the North Wirth Parkway Project Area of the Issuer. Upon delivery of the Bonds, the Refunded Bonds, including interest thereon, will be payable primarily from the escrow account established pursuant to Section 3. Therefore, so long as the escrow account is maintained and payments are made as provided in the escrow agreement, the tax increment collections from time to time on hand in the Fund and originally pledged for payment of the Refunded Bonds will not be required for such purpose, and shall be made available for payment of principal and interest on the Bonds. 4.02. The Bonds shall be payable from the Fund designated above which shall be maintained on the books of the Issuer as a separate debt service fund at least until the Bonds, and all interest thereon, are fully paid. An initial deposit of $1,683.47,representing accrued interest on the Bonds, unused bond discount and surplus funds, if any, shall be made into said Fund. Thereafter, all tax increment receipts received by agreement with the Housing and Redevelopment Authority of the Issuer for the North Wirth Parkway Project Area shall be deposited in said Fund, as well as any ad valorem taxes levied and collected as hereinafter specified and any other funds appropriated by the Issuer. It is estimated that said tax increment receipts will be at least 5% in excess of the amounts necessary to pay principal and interest on the Bonds when due. However, the Issuer also recognizes and reaffirms its pledge of the full faith and credit of the Issuer to the payment of the Bonds and, in the event that said tax increment receipts do not prove sufficient to pay principal and interest on the Bonds, the Issuer will promptly levy ad valorem taxes on all taxable property in the Issuer as necessary for such payment without limitation as to rate or amount. 4.03. In order to ensure Revenue Code of 1986 (the Code) Director, upon allocation of ar then on hand in the Fund alloca principal and interest on the B next following, plus a reasonab due in the following bond year, received from bond counsel) be a yield which does not exceed t with said Section 148 (4.906%). compliance with Section 148 of the Internal , and applicable regulations, the Finance y funds to the Fund shall ascertain the balance ble to the Bonds. If it exceeds the amount of onds to become due and payable through February 1 le carryover equal to 1/12th of the debt service said excess shall (unless an opinion is otherwise used to prepay or purchase Bonds, or invested at he yield on the Bonds calculated in accordance Resolution 87-22 - Continued February 3, 1987 Section 5. Rebate to the United States. 5.01. The "Rebate Amount" is an amount equal to the sum of: (1) (2) 5.02. Nonpurpose Obligation Obligation loss as of calculating the excess of: (i) the aggregate amount earned from the date of issue of the Bonds on all Nonpurpose Obligations in which Gross Proceeds of the Bonds are invested (other than amounts attributable to the excess described in this clause) over, (ii) the amount that would have been earned if the yield on such Nonpurpose Obligations had been equal to the yield (determined on the basis of the issue price) on the Bonds plus any income attributable to the excess described in Section 5.01(1) above (whether or not such income exceeds the yield on the Bonds). For purposes of determining the aggregate amount earned on a Obligation, any gain or loss on the disposition of a Nonpurpose shall be taken into account. In addition, if any Nonpurpose is retained after retirement of the Bonds, any unrealized gain or the date of retirement of the Bonds must be taken into account in the aggregate amount earned on a Nonpurpose Obligation. 5.03. For purposes of determining the aggregate amount earned on a Nonpurpose Obligation in determining the Rebate Amount, any amount earned on the sinking fund established in Section 4.02 of this resolution (other than on any excess referred to in Section 4.03) shall not be taken into account if gross earnings on such fund for any Bond Year are less than $100,000. 5.04. At least once a year beginning on the date of issue of the Bonds and ending upon retirement of the last Bonds, the Finance Director will cause to be made a determination of the Rebate Amount. The first determination of the Rebate Amount shall be made on the date which is one year after the date of issue of the Bonds. The determination of the Rebate Amount for each succeeding year shall be made on the date which is one year after the date of the previous determination of the Rebate Amount. The determination of the Rebate Amount made each year shall be computed for the period beginning on the date of issue of the Bonds to the date on which the determination of the Rebate Amount is made. 5.05. Records of the determinations of the Rebate Amount shall be retained by the Finance Director until 6 years after the retirement of the Bonds. 5.06. At least once every five years beginning on the date of issue of the Bonds, the Finance Director, acting on behalf of the Issuer, shall make installment payments in an amount at least equal to 90 percent of the Rebate Amount. The first installment payment of the Rebate Amount shall be made no later than 30 days after the end of the 5 year period beginning on the date of issue of the Bonds. Each subsequent installment payment shall be made no later than 5 years after the previous payment was made. The last installment payment shall be made no later than 30 days after the day on which the last Bonds are redeemed or paid and shall be in an amount sufficient to pay the remaining balance of the Rebate Amount. Resolution 87-22 - Continued February 3, 1987 5.07. Each installment payment of the Rebate Amount shall be: (i) filed with the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255; (ii) accompanied by a copy of the Form 8038, if any, filed with respect to the Bonds; (iii) accompanied by a statement summarizing the determination of the Rebate Amount. 5.08. Each payment of the Rebate Amount shall be made from available funds of the Issuer. 5.09. To insure full compliance with the above provisions, the Issuer agrees not to make a "prohibited payment". A "prohibited payment" is a payment, or an agreement to pay, to a party other than the United States, an amount that is required to be paid to the United States by entering into a transaction that reduces the amount described in 5.01 above. Section 6. Tax Covenant; Arbitrage. 6.01. The Issuer covenants and agrees with the holders from time to time of the Bonds herein authorized, that it will not take, or permit to be taken by any of its officers, employees or agents, any action which would cause the interest payable on the Bonds to become subject to taxation under the United States Internal Revenue Code of 1986, as amended, and any regulations issued thereunder, in effect at the time of such action, and that it will take, or it will cause its officers, employees or agents to take, all affirmative actions within its powers which may be necessary to insure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. The Bonds are issued pursuant to the provisions of Section 1313(b) of the Tax Reform Act of 1986, and the Issuer will comply with all provisions thereof. 6.03. The Mayor and the City Manager being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the purchaser an arbitrage certification in order to satisfy the provisions of the Code and the regulations promulgated thereunder. Section 7. Redemption of Refunded Bonds and Certification of Proceedings. 7.01. The Clerk is hereby authorized and directed forthwith to call for redemption and prepayment on their earliest redemption date all Refunded Bonds which by their terms are subject to redemption. Notice of the redemption of all such bonds shall be published and mailed in accordance with the terms of the resolutions authorizing their issuance. 7.02. The Clerk is directed to file with the County Auditor of Hennepin County a certified copy of this resolution, and to obtain from the County Auditor a certificate stating that the Bonds have been entered upon his bond register. Resolution 87-22 - Continued February 3, 1987 7.03. The officers of the Issuer and said County Auditor are authorized and directed to prepare and furnish to the purchasers of the Bonds, and to bond counsel, certified copies of all proceedings and records of the Issuer relating to the authorization and certificates and issuance of the Bonds and such other affidavits and certificates as may reasonably be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the officers' books and records or are otherwise known to them. All such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. Mary E. derson, Mayor ATTEST: Shirley Nelso City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Bakken and upon a vote being taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson, Stockman and Thompson; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and her signature attested by the City Clerk. Resolution 87-22 - Continued February 3, 1987 The Issuer and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the Issuer nor the Bond Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the issuance of this Bond, in order to make it a valid and binding general obligation of the Issuer in accordance with its terms, have been done, do exist, have happened and have been performed in regular and due form, time and manner as so required; that the Issuer has appropriated the proceeds of the Bonds, together with such other legally available funds of the Issuer as may be required, and has invested such moneys in securities issued by the United States or certain of its agencies, in such amounts, maturing on such dates, and bearing interest at such rates as are required to provide funds sufficient to pay all principal and interest and redemption premiums due on the refunded bonds on or before their maturity or earlier date designated for their redemption, and has irrevocably placed such funds and securities in escrow for this purpose; that the Bonds are payable from a separate debt service account of the Issuer, and from certain tax increment receipts which have been appropriated to such account; that, if necessary for payment of principal of and interest on the Bonds, ad valorem taxes may be levied upon all taxable property in the Issuer without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation. (Form of certificate to be printed on the reverse side of each Bond, following a full copy of the legal opinion) We certify that the above is a full, true and correct copy of the legal opinion rendered by bond counsel on the issue of Bonds of the City of Golden Valley, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) (Facsimile Signature) (Facsimile Signature) City Clerk City Manager Mayor The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants UNIF GIFT MIN ACT Custodian in common Cust Minor TEN ENT -- as tenants by entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with right of Act . . . . . . . . . . . . . . . . . . . . . . . . survivorship and (State) not as tenants in common Resolution 87-22 - Continued February 3, 1987 Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: Include information for all joint owners if this Bond is held by joint account) Please insert social security or other identifying number of assignee Section 3. Use of Bond Proceeds. The proceeds of the Bonds, other than any premium and accrued interest, and other than any amounts set aside to pay expenses, are irrevocably appropriated, together with such additional sum as may be required from funds now on hand in the debt service funds established for the Refunded Bonds, for the payment and redemption of the Refunded Bonds at their respective maturities or at the earliest dates specified in the resolutions authorizing their issuance for the redemption thereof, and for the payment of interest to become due on the Refunded Bonds on or before the respective dates on which they are to be paid and redeemed. The Finance Director is hereby authorized and directed, simultaneously with the delivery of the Bonds, to deposit the proceeds thereof, to the extent described above, and any additional sum which may be required, in escrow with the American National Bank and Trust Company, in St. Paul, Minnesota, a banking institution whose deposits are insured by the Federal Deposit Insurance Corporation and whose combined capital and surplus is not less than $500,000, Resolution 87-22 - Continued February 3, 1987 Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth in this place. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor, City Manager and City Clerk and has caused this bond to be dated as of the date set forth below. CITY OF GOLDEN VALLEY, MINNESOTA (facsimile) Mayor (facsimile) City Manager Attest: _ (facsimile) City Clerk Dated: CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By Authorized Representative [Reverse of the Bonds] This Bond is one of an issue in the aggregate principal amount of $445,000, all of like date and tenor, except as to maturity date, interest rate, denomination and redemption privilege, issued, pursuant to a resolution adopted by the City Council on February 3, 1987 (the Resolution), to provide funds to refund certain outstanding general obligation bonds of the Issuer, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapter 475. The Bonds of this series are issuable only as fully registered bonds, in denominations of $5,000 or any multiple thereof, of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the Issuer at the principal office of the Bond Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or attorney, and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the Issuer will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange.