Appendix II. AMENDENT TO TRUST INDENTURE (SECTIONS 302, 303, AND 304)

("Exhibit A" in Ord. No. 15943)

KNOW ALL MEN BY THESE PRESENTS:

This Amendment to Trust Indenture dated the 14th day of December, 1983, by and among the Board of Commissioners of The City of Tulsa, Oklahoma, the Utility Board of The City of Tulsa, Oklahoma (the "Board") and the Tulsa Metropolitan Water Authority (the "Authority") hereby amends the original Trust Indenture dated April 5, 1957, forming and creating the said Authority in the following respects:

(A)

Subsection (e) of Section III of said Trust Indenture is amended to read as follows:

(e) To expend any funds coming into the hands of the Trustees as revenues or otherwise, in the enlargement, maintenance and operation of the Trust Estate and in payment of the costs and expenses of executing the purposes of the Authority, including (without limitation by specification) the payment of all indebtedness and obligations incurred for trust purposes or properly chargeable against the Trust Estate; and to expend or distribute any residue or remainder of the said funds or any other of the Trust Estate for the benefit of or to the components of the Beneficiary as set forth in Section VIII of this instrument, this to include, but not be limited to, the expenditure or obligation of such residue or remainder or any part thereof for purposes directly related to improvement of the working conditions and/or security of any one or more classes of employees of the Trust or of the Beneficiary.

(B)

Section IV of said Trust Indenture is amended to read as follows:

IV.
DURATION

This Authority shall have duration for the term of duration of the Beneficiary as hereinafter described, and until such time as its purposes shall have been fully executed and fulfilled, or until it shall be terminated as hereinafter provided.

(C)

Section VI of said Trust Indenture is amended to read as follows:

VI.
THE TRUSTEES

(a) The Trustees hereunder, and their successors, do hereby contract, agree and covenant between themselves, with and to the State of Oklahoma, and with and to the Beneficiary hereinafter described, as by law now in force and effect, that they will execute the Trust herein declared, created and constituted, as Trustees for the Beneficiary as hereinafter specified, and that they do and will receive, hold and administer the Trust Estate hereinabove described in trust, solely for the use and benefit of the said Beneficiary in the manner provided in this instrument, or in the absence of applicable provisions herein then in the manner provided by now existing law.

(b) Those persons who are members of the utility Board of the City of Tulsa as said Board is from time to time constituted shall serve ex officio as the Trustees of this Authority. Each successor to a member of the Utility Board shall, without any further act, deed or conveyance other than those provided in subsection (d) of this section become a Trustee of this Trust and become fully vested with all the estate, properties, rights, powers, duties and obligations of his predecessor hereunder with like effect as if originally named as a Trustee herein.

(c) The Commissioner of Waterworks and Sewerage of the City of Tulsa shall ex officio serve as the Chairman of the Trustees and preside at all meetings and perform other duties designated by the Trustees. The Trustees may elect from their members a Vice-Chairman and a Secretary. The Vice-Chairman shall act in place of the Chairman during the latter's absence or incapacity to act.

(d) All Trustees shall qualify by a written acceptance of all of the terms of this instrument, duly acknowledged and filed in the offices of the Authority. All Trustees also shall subscribe and file such oaths as shall be required by law of public officers of the State of Oklahoma: Provided, that if any Trustee shall have subscribed and filed such oaths to entitle him to qualify ex officio hereunder, said actions need not be duplicated.

(e) The Trustees may contract, in connection with the incurring of any funded debt secured by the Trust Estate and/or its revenues, or any part of either or both, that Temporary Trustees may be appointed to act in place and instead of permanent Trustees, in respect of any part or all of the Trust Estate, in such number that such Temporary Trustees may constitute a majority of the Board of Trustees with relation to such property and operations of the Authority specified in said contract, in the event of a default as defined in the contract incurring said funded debt. Any such contract, if made, shall provide for the method of appointment of each such Temporary Trustee and the method of designating each permanent Trustee so to be temporarily supplanted. Each such Temporary Trustee who shall be appointed under the authority herein granted shall supplant, in all respects, the permanent Trustee so designated to the extent provided in said contract; and during the term of such Temporary Trustee, the permanent Trustee so supplanted shall be wholly without authority, duty or liability, under the terms of this instrument, insofar as the same relates to the property and operations specified in said contract. No such contract shall be authorized hereunder, however, which fails to make provision for one or more permanent Trustee to continue with full power and authority during the term of all Temporary Trustees. All Temporary Trustees forthwith shall cease to be such upon the termination of all defaults by which their appointment would have been authorized under such contract, and the permanent Trustees so temporarily supplanted shall be reinstated to full power and authority.

(f) Bonds, notes or other evidences of indebtedness of the Trust, together with all interest and premium or penalty thereon, shall not constitute an indebtedness, general or special, or liability of the State of Oklahoma or any political subdivision thereof, including the Beneficiary, and shall contain express provisions to such effect and to the effect that (i) neither the faith and credit nor the taxing power of the State or any political subdivision thereof, including the Beneficiary, is pledged to the payment of the principal of, premium or penalty, if any, or interest thereon, and (ii) such indebtedness is not a personal obligation of any Trustee, officer, employee or agent of the Trust. Bonds, notes or other evidences of indebtedness shall be limited and special revenue obligations of the Trust and shall set out therein the revenues from which the same shall be payable and the property constituting the Trust Estate, or such portion thereof, which shall be assigned and pledged by the Trust to secure the payment thereof.

(g) The Trustees and the officers, employees and agents of the Trust shall not be charged personally with any liability whatsoever by reason of any act or omission committed or suffered in good faith or in the exercise of their honest discretion in the performance of such Trust or in the operation of the Trust Estate; but any act or liability for any omission or obligation of the Trustees in the execution of this Trust, or in the operation of the Trust Estate, shall extend to the whole of the Trust Estate or so much thereof as shall be assigned and pledged as security therefor to the extent necessary to discharge such liability or obligation.
The Trustees shall, however, have the authority to purchase personal liability insurance, assuming such insurance is commercially feasible and it is economically feasible to do so, insuring themselves individually, as well as any of the officers, agent and employees of the Trust or the Trustees shall deem necessary or desirable, in the performance of their respective obligations and responsibilities under the Trust.

(h) The acceptance of the office of Trustee of this Authority shall not constitute the Trustees hereunder, Temporary or permanent or both, to be in partnership or association. Each shall be an individual and wholly independent Trustee only.

(i) Notwithstanding any other provisions of this instrument which shall appear to provide otherwise, no Trustee or Trustees shall have any power or authority to bind or obligate any other Trustee, or the Beneficiary, in his or its individual capacity.
All persons, firms, associations, trusteeships, corporations, municipalities, governments and sovereignties contracting with any Trustee or Trustees, Temporary or permanent or both, shall take notice that all expense and obligations, and all debts, damage, judgments, decrees or liabilities incurred by any Trustee or Trustees, Temporary or permanent or both, and any of the foregoing incurred by any agent, servant or employee of the aforesaid Trustees, in the execution of the purposes of this Authority, whether arising from contract or tort, shall be solely chargeable to and payable out of the Trust Estate. In no event shall any Trustee, Temporary or permanent, in any manner be individually liable for any damage or injury to person or property, or for breach of contract or obligation, caused by, arising from, incident to, or growing out of the execution of this Authority, nor shall they, or any of them, be liable for the acts or omissions of each other, or of any agent, servant or employee of the aforesaid Trustees, or of another such Trustee; provided, however, that the foregoing shall not apply to any breach of trust by any said Trustee.

(D)

Subsection (f) of Section VII of said Trust Indenture is amended to read as follows:

(f) The Trustees shall hold the legal title to all property at any time belonging to the Trust Estate in the name of the Trustees, and shall have and exercise exclusive management and control of the same, for the use and benefit of the Beneficiary, in the execution of the purposes of this Authority, and the right of said Trustees to manage, control and administer the said Authority, its properties, assets and business, shall be absolute and unconditional, free from the direction, control or management of the Beneficiary, or any person or persons whatsoever other than a court of competent jurisdiction so to do.

(E)

Subsection (n) of Section VII of said Trust Indenture is amended to read as follows:

(n) At their first meeting, the Trustees shall designate the time and place for regular meetings, which time and place shall not thereafter be changed unless at a meeting where a majority of the Trustees are present: Provided, that when all qualified Trustees are ex officio, a regular meeting may be held immediately following any meeting of the official body of which the said ex officio Trustees are the incumbents; provided, in all cases the Trustee shall comply in every respect with the requirements of State law in respect to notice posted or delivered for all regular and special meetings.

(F)

Section VIII of said Trust Indenture is amended to read as follows:

VIII.
BENEFICIARY

(a) The Beneficiary under this instrument shall be the incorporated City of Tulsa, Oklahoma;

(b) The Beneficiary shall have no legal title, claim or right to the Trust Estate, or any part thereof, other than as provided by presently existing law relating to the title and interest of a beneficiary in trust property; neither shall the Beneficiary thereof, as such have any authority, power or right whatsoever to do or transact any business whatsoever for, or on behalf of, or binding upon the Trustees or upon the Trust Estate; neither shall the Beneficiary, as such, have any right to control or direct the actions of the Trustees in respect of the Trust Estate, or any part thereof; nor shall the Beneficiary have any right to demand or require a partition or distribution of the Trust Estate, or any part thereof. The Beneficiary shall be entitled solely to the benefits of this trust, as administered by the Trustees hereunder, and at the termination of this Trust, in whole or in part, all distributions and benefit expenditures shall be made to or among the Beneficiary or Beneficiaries as the Trustees and the governing body of the City of Tulsa may direct.

(c) Upon approval by the Board of Commissioners for The City of Tulsa and the Trustees of the Authority, and the appropriate acceptance of the beneficial interest thereby, any city, town or county may be added as a beneficiary under this Indenture. In such a case, all references to Beneficiary used herein shall be deemed, to the extent necessary, to refer to all political subdivisions, including The City of Tulsa, Oklahoma, which have accepted beneficial interest in this Trust.

(G)

Section IX of said Trust Indenture is amended to read as follows:

IX.
MODIFICATION AND TERMINATION

(a) This Trust Indenture may be amended by a unanimous vote of all Trustees then in office, provided that such amendment shall be further approved by the governing board of The City of Tulsa, Oklahoma, as the original Beneficiary, before becoming effective.
Notwithstanding the foregoing, however, this Trust Indenture shall not be subject to alteration, amendment, revision or modification in any manner which would be adverse to the interest of the holders of any bonds, notes or other evidences or indebtedness of the Trust without the consent of holders of indebtedness who would be adversely affected, which consent may be given by less than all of such holders, if so provided in any resolution, indenture or agreement relating to such indebtedness; provided, that the Trustees may rely conclusively upon the advice of counsel, who may be counsel for the Trust, in determining that any such amendment would not be adverse to the interest of the holders of any bonds, notes or other evidences of indebtedness of the Trust.

(b) This trust shall be irrevocable by the Trustors or the Trustees and shall terminate:

1.

When the purposes set forth in Section III of this instrument shall have been fully executed and fulfilled; or

2.

Upon the happening of any event or circumstance that would prevent said purposes form being executed and fulfilled; provided that all of the Trustees and the governing body of the Beneficiary hereunder, shall agree that such event or circumstance has taken place; and provided, further, that all indebtedness of the Authority shall have been paid; or

3.

In the manner provided by Title 60, Section 180, Oklahoma Statutes, 1951; provided, however, that this trust shall not be terminated by voluntary action if there be outstanding indebtedness or fixed term obligations of the Trustees unless all owners of such indebtedness and obligations, or one authorized by them so to do, shall have consented in writing to such termination.

(c) Upon complete termination of this trust, the Trustees shall proceed to wind up all of the affairs of the Authority affected by such termination, and after payment of all debts and obligations affected by such termination, out of the Trust Estate to the extent thereof, shall distribute the residue of the Trust Estate hereunder in the manner provided in Section VIII. Upon any distribution as aforesaid, the powers, duties and authority of the Trustees hereunder shall cease as to all services, facilities and properties involved in such distribution.

(H)

Otherwise the original Trust Indenture shall remain in full force and effect.

IN WITNESS WHEREOF, the Mayor of The City of Tulsa, the members of the Board and the Authority have executed this document as of the date above first mentioned.

BOARD OF COMMISSIONERS OF THE
CITY OF TULSA

	/s/ James M. Inhofe       Mayor
ATTEST:
/s/ Ronald L. Payne       Deputy City Auditor
APPROVED:
/s/ Edward J. Hicks       Assistant City Attorney
UTILITY BOARD OF THE CITY OF TULSA	TULSA METROPOLITAN WATER AUTHORITY
/s/ James M. Inhofe       James M. Inhofe, Mayor	/s/ J.R. Thomas       J.R. Thomas, Chairman
/s/ Patty Eaton       Patty Eaton, Chairman	/s/ E.A. Schermerhorn       E.A. Schermerhorn
/s/ J.R. Thomas       J.R. Thomas	/s/ Travis W. Freeman       Travis W. Freeman
/s/ E.A. Schermerhorn       E.A. Schermerhorn	/s/ Priscilla Harris       Priscilla Harris
/s/ Travis W. Freeman       Travis W. Freeman	/s/ Phillip G. Smith       Phillip G. Smith
/s/ Priscilla Harris       Priscilla Harris
/s/ Phillip G. Smith       Phillip G. Smith
(SEAL) ATTEST:	(SEAL) ATTEST:
/s/ E.A. Schermerhorn       Secretary	/s/ Travis W. Freeman       Secretary

 

[ACKNOWLEDGMENTS]

IN FURTHER WITNESS WHEREOF, the following members of the Board and the Authority appointed subsequent to the date of this Amendment have also executed this document as of February 16, 1984.

UTILITY BOARD OF THE CITY OF TULSA	TULSA METROPOLITAN WATER AUTHORITY
/s/ Eugene Bell       Eugene Bell	/s/ Eugene Bell       Eugene Bell
/s/ Mary T. Dunn       Mary Dunn	/s/ Mary T. Dunn       Mary Dunn

 

[ACKNOWLEDGMENT]

ACCEPTANCE

KNOW ALL MEN BY THESE PRESENTS:

THAT the Board of Commissioners of the City of Tulsa, Tulsa, County, Oklahoma, hereby accepts the beneficial interest in the Trust created by the Trust Indenture dated April 5, 1957, and in the foregoing Amendment to Trust Indenture dated December 14, 1983, for and on behalf of said beneficiary in all respects in accordance with the laws of the State of Oklahoma, the Charter of the City of Tulsa, and the terms of said Trust Indenture.

WITNESS my hand as Mayor of the City of Tulsa, Tulsa County, Oklahoma, and attested by the City Auditor of said City pursuant to direction of said Board of Commissioners this 14th day of February, 1984.

	/s/ James M. Inhofe       Mayor

(Seal)

ATTEST:

/s/ F.F. Campbell       City Auditor

APPROVED:

/s/ Neal E. McNeill (by ga)       City Attorney