July (pdf) - New York Power Authority

APPENDIX C
FORM OF CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the ‘‘Agreement’’) dated September __, 2011 by and
between the Power Authority of the State of New York (the ‘‘Issuer’’) and The Bank of New York Mellon, as
trustee (the ‘‘Trustee’’) under a resolution adopted by the Issuer on February 24, 1998, as supplemented
(the ‘‘Resolution’’), is executed and delivered in connection with the issuance of the Issuer’s $____________
principal amount of Series 2011 A Bonds and Series 2011 B Bonds (collectively, the “Bonds”). Capitalized
terms used in this Agreement which are not otherwise defined in the Resolution shall have the respective
meanings specified above or in Article IV hereof. The parties agree as follows:
ARTICLE I
The Undertaking
Section 1.1. Purpose. This Agreement is being executed and delivered solely to assist the
Underwriters in complying with subsection (b)(5) of the Rule.
Section 1.2. Annual Financial Information. (a) The Issuer shall provide Annual Financial Information
with respect to each fiscal year of the Issuer, commencing with the fiscal year ending December 31, 2011, by
no later than nine months after the end of the respective fiscal year, to the MSRB.
(b) The Issuer shall provide, in a timely manner, notice of any failure of the Issuer to provide the
Annual Financial Information by the date specified in subsection (a) above to the MSRB.
Section 1.3. Audited Financial Statements. If not provided as part of Annual Financial Information by
the date required by Section 1.2(a) hereof, the Issuer shall provide Audited Financial Statements, when and
if available, to the MSRB.
Section 1.4. Notice Events. (a) If a Notice Event occurs, the Issuer shall provide, in a timely manner
not in excess of ten (10) business days after the occurrence of such Notice Event, notice of such Notice
Event to (i) the MSRB and (ii) the Trustee.
(b) Any such notice of a defeasance of Bonds shall state whether the Bonds have been escrowed to
maturity or to an earlier redemption date and the timing of such maturity or redemption.
(c) The Trustee shall promptly advise the Issuer whenever, in the course of performing its duties as
Trustee under the Resolution, the Trustee has actual notice of an occurrence which, if material, would require
the Issuer to provide notice of a Notice Event hereunder; provided, however, that the failure of the Trustee
so to advise the Issuer shall not constitute a breach by the Trustee of any of its duties and responsibilities
under this Agreement or the Resolution.
(d) Each notice concerning a Notice Event relating to the Bonds shall include the CUSIP numbers of the
Bonds to which such Notice Event relates or, if the Notice Event relates to all bond issues of the Issuer
including the Bonds, such notice need only include the CUSIP number of the Issuer.
Section 1.5. Additional Disclosure Obligations. The Issuer acknowledges and understands that
other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5
promulgated under the Securities Exchange Act of 1934, may apply to the Issuer and that, under some
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