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By clicking the button granting you access to the Offering Memoranda (as defined below), you acknowledge that the Evaluation Materials (as defined below) are the proprietary and confidential information of Hybar LLC (the "Company") and/or its affiliates, related parties, current and prospective business partners and other entities (collectively with the Company, the "Covered Parties"), and you agree to advise your directors, officers, employees, agents, affiliates and advisers, including, without limitation, your attorneys, accountants, professional consultants, valuation experts, pricing services, and investment bankers (with respect to any person, the foregoing persons are hereinafter referred to as such person's "Representatives") who are provided any Evaluation Materials of their confidential nature and that such Evaluation Materials are subject to this confidentiality agreement (this "Agreement"). Notwithstanding the foregoing, by accepting the terms of this Agreement, the party accepting these terms is not obligated to undertake any monitoring or enforcement activities with respect to any of its Representatives.
In addition, by accepting this Agreement, you represent to the Company that (a) you are, or are an advisor to, a prospective purchaser of the Industrial Development Revenue Bonds (Hybar Steel Project), Series 2023, to be issued in one or more series (the "Bonds"), and that (b) you are, or such prospective purchaser is, a "qualified institutional buyer" within the meaning of Rule 144A promulgated and adopted by the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended, and you have reason to believe the purchase of such Bonds can be made, subject to performance of due diligence. In connection with the receipt of the Evaluation Materials, you represent that you have no intent to, and will not, provide information gained through such access to a competitor of the Company, except as may be required by applicable law. Additionally, you represent that you will comply in all material respects with applicable law, including any laws relating to the use and publication of the Evaluation Materials.
The information furnished to you pursuant to this Agreement, together with any analyses, compilations, studies or other documents prepared by you or your Representatives that reproduce, in whole or in part, such information furnished to you or your Representatives is collectively referred to as the "Evaluation Materials." Notwithstanding the foregoing, the term Evaluation Materials does not include information that (i) was or becomes generally available to the public, either through the Electronic Municipal Market Access ("EMMA") website or otherwise, other than as a result of a disclosure by you or your Representatives in violation of this Agreement, (ii) was or becomes available to you on a non-confidential basis from a source other than the Covered Parties or their Representatives, provided that such source was not known by you or your Representatives to be bound by any agreement to keep such information confidential or (iii) the Company or any other Covered Party has specifically marked or otherwise designated in writing as not being confidential.
In connection with such Evaluation Materials, you hereby agree that, you shall keep all such Evaluation Materials confidential and not disclose any Evaluation Materials to any third party, except that disclosure of Evaluation Materials shall be permitted if such disclosure (i) has been consented to in writing by the Company, (ii) is required by law, or otherwise requested pursuant to or by any regulation, regulatory authority, stock exchange rule or other applicable judicial or governmental order (collectively, the "Regulatory Parties") or (iii) is made to your Representatives who need to know such information for the purpose of reviewing, assessing and advising you with respect to potentially purchasing, selling or continuing to hold the Bonds (it being understood that such Representatives shall have been advised of this Agreement). Notwithstanding the foregoing, nothing herein contained shall be construed so as to prevent any advisor to a purchaser or prospective purchaser of the Bonds from disclosing information to clients, client representatives or similar parties holding an interest (beneficial or otherwise) in the Bonds.
The Company acknowledges and agrees with you that the confidential nature and treatment of all of the Evaluation Materials will expire upon the date on which the information in the Evaluation Materials is otherwise made public (the "Expiration"). For the avoidance of doubt, the Expiration shall not apply to the Report (as defined below), which Report is always intended to remain confidential, not subject to public disclosure, and subject to "The Conditions" below, notwithstanding items (i) and (ii) above.
Specific Conditions for Reliance on the Independent Engineer for Scrap Metal Recycling and Steel Bar Production Facility Technical Due Diligence Report
Hatch Ltd. (“Independent Engineer”) allows prospective purchasers of the Bonds, the Trustee and the Collateral Agent (each a “Relying Party”) to rely on the Independent Engineer for Scrap Metal Recycling and Steel Bar Production Facility Technical Due Diligence Report (the “Report”) included in the Preliminary Limited Offering Memorandum, as supplemented, or the Limited Offering Memorandum (the “Offering Memoranda”) on the basis and in consideration of the conditions set forth below:
IF YOU ARE NOT PREPARED TO ACCEPT THE TERMS SET FORTH ABOVE, YOU MUST EXIT THIS PAGE. BY CLICKING ON THE "I AGREE" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE RELIANCE PROVISIONS WITH RESPECT TO THE INDEPENDENT ENGINEER'S REPORT ABOVE.
BY CLICKING ON THE BUTTON BELOW, YOU (A) ACKNOWLEDGE THAT THE DOCUMENTS CONTAINED HEREIN ARE INTENDED TO BE CONFIDENTIAL, (B) THAT THE DOCUMENTS ARE SOLELY FOR THE PURPOSES OF EVALUATING A POTENTIAL PURCHASE OF THESE BONDS, (C) THAT YOU ARE, OR REPRESENT, A POTENTIAL PURCHASER OF THESE BONDS, (D) THAT SUCH POTENTIAL PURCHASER IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A, AND (E) THAT THE DOCUMENTS SHALL NOT BE SHARED WITH ANY UNAUTHORIZED RECIPIENTS AND/OR RECIPIENTS OUTSIDE OF YOUR ORGANIZATION.
IF YOU ARE NOT PREPARED TO AGREE TO THE TERMS SET FORTH ABOVE, YOU MUST EXIT THIS PAGE.
If you have any questions in relation to this acknowledgment, please contact MycoWorks at the following email address: firstname.lastname@example.org.
The Company acknowledges and agrees with the party accepting these terms that the confidential nature and treatment of the Confidential Information and the related Evaluation Material will expire upon the date on which the information in the Evaluation Material is made public, is no longer deemed confidential.
IF YOU ARE NOT PREPARED TO ACCEPT THE TERMS SET FORTH ABOVE, YOU MUST EXIT THIS PAGE. BY CLICKING ON THE “I AGREE” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.