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Lawyers Title Insurance Corporation
A Stock Company
Home Office - Richmond.Virginia
SCHEDULE 8-PART I
This Policy does not insure against loss or damage by reason of the following:
Taxes for the year 1978 and subsequent years, a lien, but not yet due and
Any right or claim, including, but not limited to, any right of possession
SCHEDULE B-PART N
In addition to the matters set forth in Part I of this Schedule, the title to the estate or interest in the land described or referred to in Schedule A is subject to the following matters, if any be shown, but the Company insures that such matters are subordinate to the lien er charge of the insured mortgage upon said estate or interest
Page 1 of Schod. B-Policy No.
In the opinion of Bond Counsel, under existing_statutes and regulations, interest on the Bonds is exempt from Federal income taxes, except with respect to interest on any Bond for any period during which such Bond is held by a person who is a substantial user of the Project (or a related person) within the meaning of Section 103(b)(7) of the Internal Revenue Code of 1954, as amended.
THE ELDERLY HOUSING CORPORATION
OF ROCK HILL, SOUTH CAROLINA
Dated: May 1, 1977
Due: March 1, as shown below Principal and semiannual interest (March 1 and September 1, first coupon payable September 1, 1977) payable at the principal office of Southern Bank and Trust Company, in the City of Greenville, South Carolina, Trustee. The Bonds are coupon bonds in the denomination of $5,000 each, registrable as to principal only or as to both principal and interest.
The Term Bonds maturing on March 1, 2007 are subject to mandatory redempuon in part by lot on March 1 of the years and in the amounts specified on page 17 hereof at a redemption price equal to par plus accrued interest. The Bonds maturing on or after March 1, 1988 are subject to optional redempton prior to maturity as a whole or in part on any interest payment date on or after March 1, 1987 at a redemption price equal to 103% of par plus accrued interest if redeemed on or before February 28, 1992 and at declining redemption prices thereafter. The Bonds are also subject to redemption as a whole or in part on any date prior to maturity under certain circumstances in the event of damage to or destruction or condemnation of the Project at a redemption price equal to par plus accrued interest. Further information with respect to the redemption of the Bonds is set forth herein under the heading "Redemption Prior to Maturity" on page 17 hereof.
The Bonds are special obligations of The Elderly Housing Corporation of Rock Hill, South Carolina, secured by and payable solely from revenues to be derived by the Corporation from the operation or disposition of a 56 unit elderly housing project, including the revenues to be derived by the Corporation from the leasing of the Project to the Housing Authority of the City of Rock Hill, South Carolina, (except to the extent payable out of Bond proceeds, moneys attributable to income from investments or, under certain circumstances, proceeds of casualty insurance or condemnation awards) and from the security provided by an Indenture of Mortgage and Trust from the Corporation to the Trustee. The rents payable by the Authority under the Lease Agreement between the Corporation and the Authority are secured by a pledge to the Corporation of amounts to be paid by the United States of America, acting through the Department of Housing and Urban Development, under the terms of a Housing Assistance Payments Contract to be entered into by HUD and the Authority pursuant to Section 8 of the United States Housing Act of 1937, as amended, upon completion of the Project and its acceptance by HUD. (See "Risks to the Bondholders" commencing on page 15 hereof.)
Neither the United States of America, the State of South Carolina, the City of Rock Hill, the Authority or any other political subdivision or body corporate and politic of the State of South Carolina shall in any event be liable for the payment of the principal of or interest on the Bonds or for the performance of any pledge, obligation or agreement of the Corporation, and neither the Bonds nor any of the agreements or obligations of the Corporation shall be construed to constitute an indebtedness of the State of South Carolina, the City of Rock Hill, the Authority or any other political subdivision or body corporate and politic of the State of South Carolina within the meaning of any constitutional or statutory provision.
First Mortgage Gross Revenue Bonds, Series 1977
MATURITIES, AMOUNTS, INTEREST RATES AND YIELDS OR PRICES
$455,000 Serial Bonds
1989 1990 1991 1992 1993
100 100 100 100 100 100 100 100
March 1 Amount
Dain, Kalman & QUAIL INCORPORATED
The date of this Oficial Statement is May 19, 1977.
$575,000 7.00% Term Bonds due March 1, 2007, Price 100%
(Accrued Interest from May 1, 1977 to be Added)
The Bonds are offered when, as and if issued and received by the Underwriter subject to the unqualified approving opinion of Borge and Pirt, Chicago, Illinois. Bond Counsel. Certain legal matters will be passed upon for the Corporation and the Authority by Spencer & Spencer, PA., Rock Hill, South Carolina, and for the Underwriters by Holmes, Kircher & Graven, Minneapolis, Minnesota. It is expected that the Bonds in definitive form will be available for delivery in Rock Hill, South Carolina on or about May 20, 1977.
INTERSTATE SECURITIES CORPORATION
The Catawba Indian Tribe (the "Tribe") has recently adopted a tribal resolution asserting a potential claim to approximately 140,000 acres of land in York, Lancaster and Chester Counties in the State of South Carolina; the site of the Project is located within the geographical area covered by this potential claim. The tribal resolution stated that the Tribe did not wish to displace any of its non-Indian neighbors, and that therefore it would seek a settlement involving the acquisition by the Tribe of only uninhabited or sparsely populated areas. It has been stated by counsel for the Tribe that if a settlement is not achieved by July 18, 1977, the Tribe intends to file suit and press its claim for all of the approximately 140,000 acres involved. Negotiations toward a settlement are presently under way between the Tribe, the State of South Carolina, and the United States of America; the settlement presently being discussed would involve 'the conveyance of some 10,000 acres of land to the Tribe. The site of the Project is not included within these 10,000 acres.
If no settlement is achieved, and if litigation is commenced by the Tribe, and if such litigation affects the site of the Project, the Corporation, the Authority and the Trustee may incur significant expenses for autorney's fees and court costs in connection with the defense of such litigation, which expenses may have to be paid from Project Revenues prior to the application of Project Revenues to the payment of the principal of and interest on the Bonds or to other purposes as provided in the Indenture. If such litigation results in a final court decision awarding monetary damages to the Tribe, and if either the Corporation or the Authority is held liable for the payment of such monetary damages, judicial enforcement of such a judgment may direct that some portion or all of the Project Revenues be applied to the satisfaction of such judgment prior to the application of the Project Revenues to the payment of the principal of and interest on the Bonds or to other purposes as provided in the Indenture. In addition, if such litigation results in a final court decision awarding the Tribe sovereign or other power or a right of possession or occupancy or other rights as to some portion or all of the land within the geographical area claimed by the Tribe, and if some portion or all of the site of the Project is subject to such decree, judicial enforcement of such a decree may adversely affect the availability of Project Revenues for application to the payment of the principal of and interest on the Boads or to other purposes as provided in the Indenture. To the extent, however, that the enforcement of such a decree constituted “actual eviction” within the meaning of the exception to the title insurance policy described below, the Trustee would be insured against loss or damage as a result of such eviction on the conditions stated in such policy.
The title insurance policy to be issued by Lawyers Title Insurance Company at the time of the delivery of the Bonds insuring the Trustee that it has a valid first mortgage lien will contain an exception stating that the policy does not insure against loss or damage by reason of “any right or claim, including, but not limited to, any right of possession or claim for damages relating to the land, which has been or may be asserted, of record or not, by or on behalf of any Indian or Indian Tribe arising out of any treaty or out of the Indian Non-Intercourse Act of 1790 or any similar State or Federal law." The exception further states, however, that, notwithstanding such exception, the policy does insure against loss or damage “by reason of the actual eviction of the Mortgagor or any purchaser of the land at the foreclosure sale of the insured Mortgage or of the insured (as defined in the policy) which eviction is due to the enforcement of a decree of a court of competent jurisdiction in a suit asserting such right of possession on behalf of any Indian or Indian Tribe." The exception further provides that “such insurance is entirely conditioned upon the insured, at its sole expense, paying all court costs and attorney's fees for an attorney acceptable to the Company to defend any such suit against the insured and appeals thereof."
Both the factual and legal issues presented by the potential claim asserted by the Tribe, any litigation which may result therefrom, and the insurance against “actual eviction" provided by the title insurance policy are extremely complex and, accordingly, neither the Corporation nor the Authority are attempting to predict the outcome of any of these matters. Counsel to the Corporation and the Authority have stated in writing that they have made appropriate investigation of these matters and that, in their opinion and to the best of their knowledge and belief, the above descriptions of the potential claim asserted by the Tribe, the possible effects of the potential litigation on Project Revenues, and the provisions of the title insurance policy are fair and accurate summaries of such matters.
Mr. Jim Bradbury 1801 N. Main Street Columbia, SC 29201
December 6, 1978
RE: Housing Authority of Fort Mill
Dear Mr. Bradbury:
I discussed the question of title insurance with you on the telephone yesterday, and per your suggestion, I forward the exact language that Lawyer's Title Insurance would insert in their policy regarding the Catawba Indian claim. The language, as I understand it, insures against loss or damage by reason of eviction due to Court decree awarding possession to the Indians. The Indian claim has not prevented continued construction in this area. The land we intend to purchase consists of twelve acres, partially within the city limits and otherwise surrounded by one-family dwellings and two apartment houses. Therefore, it really would not make much of a reservation.
Please review the enclosure and advise accordingly.
With kindest regards,
James R. Honeycutt
James E. Bradbury
CC: Housing Authority of Fort Mill
IN REPLY REFER TO:
Dear Mr. Honeycutt:
Thank you for your letters of December 6 and December 20, 1978,
Project No. SC-036-CC2
Fort Mill, S. C.
We have on several occasions consulted with our General Counsel's