HomeMy WebLinkAboutR-2017-068 Industrial Development Refunding Revenue Bonds 30,265,000 Horizons Infrastructure RESOLUTION NO. 2017-068
A RESOLUTION AUTHORIZING THE OFFERING FOR SALE
OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE
BONDS BY THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE,MISSOURI FOR THE BENEFIT
OF THE CITY OF RIVERSIDE,MISSOURI.
WHEREAS, The Industrial Development Authority of the City of Riverside, Missouri (the
"Authority") is authorized and empowered under Chapter 349, inclusive of the Revised Statutes of
Missouri, as amended (the "Act") to issue its bonds for the purpose of providing funds to purchase,
construct, extend and improve a"project"(as defined in the Act);and
WHEREAS, the Authority has previously issued its (i) Industrial Development Revenue Bonds
(Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007A, in the original
principal amount of$30,265,000, and (ii) Industrial Development Revenue Bonds (Riverside Horizons
Infrastructure Project — City of Riverside, Missouri), Series 2007B, in the original principal amount of
$10,000,000(to the extent currently outstanding,collectively,the"Refunded Bonds")for the benefit of the
City of Riverside,Missouri (the"City");and
WHEREAS,the City and the Authority desire to provide for the refunding of the Refunded Bonds
by obtaining financing from the Authority through the issuance of refunding bonds of the Authority (the
`Bonds");and
WHEREAS,the proceeds of the Bonds will be applied, together with other available moneys, to
(1)refund and redeem the Refunded Bonds,(2)fund a debt service reserve fund for the Bonds in the amount
of$1,000,000,and(3)pay the costs of issuing the Bonds;and
WHEREAS,the City has determined that it is necessary and desirable to authorize the offering for
sale of the Bonds pursuant to a negotiated sale, and to authorize Stifel Nicolaus & Company, hicorporated
(the"Underwriter"), Columbia Capital Management, LLC (the"Financial Advisor'), Gilmore& Bell, P.C.
(the"Bond Counsel')and the officers of the City and the Authority to proceed with the preparation,review
and distribution of documents for the sale.
NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY
OF RIVERSIDE,MISSOURI,AS FOLLOWS:
Section 1. The Underwriter, Financial Advisor,Bond Counsel and the officers of the City and
the Authority are hereby authorized to proceed with preparation of a preliminary official statement (the
"Preliminary Official Statement")and a final official statement(the"Official Statement")to provide for the
sale of the Bonds. Upon completion of the preparation and review of the Preliminary Official Statement,the
Underwriter is hereby authorized to proceed with the offering for sale of the Bonds. The terns of the Bonds
shall be determined and approved by an ordinance of the Board of Aldermen of the City and by a resolution
of the Authority.
Section 2. The Board of Aldermen hereby consents to the use and public distribution by the
Underwriter of the Preliminary Official Statement in connection with the offering for sale of the Bonds.
Section 3. The amount released from the debt service reserve fund established for the Refunded
Bonds and not used for the refunding of the Refunded Bonds or the establishment of the debt service reserve
fund for the Bonds shall be deposited in the Community Development Fund of the City.
Section 4. The City agrees to provide to the Purchaser within seven business days of the date
of the agreement to purchase the Bonds or within sufficient time to accompany any confirmation that requests
payment from any customer of the Purchaser, whichever is earlier, sufficient copies of the final Official
Statement to enable the Purchaser to comply with the requirements of Rule 15c2-12(bx4)of the Securities
and Exchange Commission and with the requirements of Rule G-32 of the Municipal Securities Rulemaking
Board.
Section 5. The Mayor,the City Administrator and other officers and representatives of the City,
and the Underwriter,the Financial Advisor and Bond Counsel,are hereby authorized and directed to take such
other action as may be necessary to carry out the sale of the Bonds and the refunding of the Refunded Bonds.
Section 6. This Resolution shall take effect and be in full force from and after its passage by
the Board of Aldermen and approval by the Mayor.
BE IT REMEMBERED that the above was passed and approved by a majority of the Board of
Aldermen this 5th day of September,2017.
h' •
IS �L) �` ' J r Kathleen L. Rose
ATTEST.
Robin Kincaid, City Clerk
of the City of Riverside,Missouri
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THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE,MISSOURI,
As Authority
AND
CITY OF RIVERSIDE,MISSOURI,
As City
FINANCING AGREEMENT
Dated as of November 1,2017
Relating to
$18,925,000
The Industrial Development Authority of the City of Riverside,Missouri
Industrial Development Revenue Refunding Bonds
(Riverside Horizons Infrastructure Project)
Series 2017
Certain rights, titre and interest of The Industrial Development Authority of the City of Riverside,
Missouri in this Financing Agreement have been pledged and assigned to UMB Bank,N.A.,Kansas
City,Missouri,as Trustee under a Bond Trust Indenture dated as of November 1,2017,between the
Authority and the Trustee.
FINANCING AGREEMENT
TABLE OF CONTENTS
Lage
ARTICLE I
DEFINTTIONS
Section 1.1. Definitions of Words and Terms.......................................................................................2
Section 1.2. Rules of Interpretation......................................................................................................3
ARTICLE H
REPRESENTATIONS
Section 2.1. Representations by the Authority......................................................................................3
Section 2.2. Representations and Covenants by the City......................................................................3
Section 2.3. Survival of Representations..............................................................................................4
ARTICLE III
THE FINANCING; PAYMENT OF THE SERIES 2017 BONDS; ISSUANCE
OF THE SERIES 2017 BONDS
Section 3.1. Amount and Source of the Financing; Issuance of Bonds................................................4
Section3.2. Financing Payments..........................................................................................................5
Section 3.3. Credits on Financing Payments........................................................................................5
Section3.4. Additional Payments.........................................................................................................6
Section 3.5. Annual Appropriations......................................................................................................7
Section 3.6. Annual Budget Request....................................................................................................7
Section 3.7. Financing Payments to Constitute Current Expenses of the City.....................................8
ARTICLE IV
SECURITY FOR THE FINANCING
Section 4.1. Security for the Financing.................................................................................................8
ARTICLE V
TERM
Section 5.1. Term of Financing Agreement..........................................................................................9
(i)
ARTICLE VI
GENERAL COVENANTS AND PROVISIONS
Section 6.1. Information. Provided to the Authority and the Trustee...................................................9
Section6.2. Indemnification.................................................................................................................9
Section 6.3. Continuing Disclosure....................................................................................................10
ARTICLE VII
ADDITIONAL BONDS
Section7.1. Additional Bonds............................................................................................................10
ARTICLE VIII
ASSIGNMENT OF BOARD'S RIGHTS UNDER FINANCING AGREEMENT
Section 8.1. Assignment by the Authority..........................................................................................I 1
Section 8.2. Restriction on Transfer of Authority's Rights.................................................................l I
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default Defined..............................................................................................i l
Section 9.2. Remedies on Default.......................................................................................................12
Section9.3. No Remedy Exclusive....................................................................................................13
Section 9.4. Agreement to Pay Attorneys'Fees and Expenses...........................................................13
Section 9.5. Authority and City to Give Notice of Default................................................................13
Section 9.6. Performance of the City's Obligations............................................................................13
Section 9.7. Remedial Rights Assigned to the Trustee.......................................................................13
ARTICLE X
PREPAYMENT AND ACCELERATION OF FINANCING PAYMENTS
Section 10.1. Prepayment at the Option of the City.............................Error!Bookmark not defined.
Section 10.2. Mandatory Prepayment to Satisfy Scheduled Mandatory Sinking Fund
Redemption Re uirements..........................................................................................14
14
Section10.4. Notice of Prepayment.....................................................................................................14
Section 10.5. Precedence of this Article...............................................................................................14
(ii)
ARTICLE XI
SUPPLEMENTAL FINANCING AGREEMENTS
Section 11.1. Supplemental Financing Agreements without Consent of Bondowners
....................................................................................................................................14
Section 11.2. Supplemental Financing Agreements with Consent of Bondowners..............................15
Section 11.3. Execution of Supplemental Financing Agreements........................................................15
Section 11.4. Effect of Supplemental Financing Agreements..............................................................16
Section 11.5. Reference in Bonds to Supplemental Financing Agreements.........................................16
ARTICLE XII
NIISCELLANEOUS
Section 12.1. Authorized Representatives............................................................................................16
Section12.2. Notices............................................................................................................................16
Section 12.3. Performance Date Not a Business Day...........................................................................16
Section12.4. Binding Effect.................................................................................................................17
Section 12.5. Execution in Counterparts..............................................................................................17
Section 12.6. No Pecuniary Liability....................................................................................................17
Section 12.7. Extent of Covenants of the Authority; No Personal or Pecuniary
Liability.......................................................................................................................17
Section12.8. Net Financing..................................................................................................................17
Section 12.9. Complete Agreement......................................................................................................17
Section12.10. Severability.....................................................................................................................18
Section12.11. Governing Law...............................................................................................................18
Section 12.12. Third Party Beneficiaries................................................................................................18
Section 12.13. Electronic Transactions...................................................................................................18
Signaturesand Seals..................................................................................................... S-1
(iii)
FINANCING AGREEMENT
THIS FINANCING AGREEMENT, dated as of November 1, 2017 ("Financing Agreement"),
between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE,
MISSOURI, a body corporate and politic organized and existing under the laws of the State of Missouri
(the "Authority"), and the CITY OF RIVERSIDE, MISSOURI, a city of the fourth class and political
subdivision of the State of Missouri(the"City");
WITNESSETH:
WHEREAS, the Authority is authorized and empowered under Chapter 349 of the Revised
Statutes of Missouri, as amended ("Act"), to issue revenue bonds for the purpose of providing funds to
finance and refinance the costs of certain"projects"as defined in the Act(which includes"public facilities"
as defined in the Act)and to pay certain costs related to the issuance of such revenue bonds;and
WHEREAS,the Authority has previously issued its (i) Industrial Development Revenue Bonds
(Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007A, issued in the
original principal amount of $30,265,000 and (ii) Industrial Development Revenue Bonds (Riverside
Horizons Infrastructure Project—City of Riverside,Missouri),Series 2007B,issued in the original principal
amount of$10,000,000(collectively,the"Refunded Bonds"); and
WHEREAS, the proceeds of the Refunded Bonds were used to fund certain infrastructure costs
(the "Project") related to the redevelopment of an approximately 1,800 acre area in the City (the
"Redevelopment Area") on the north bank of the Missouri River pursuant to a redevelopment plan (the
"Redevelopment Plan") adopted by the City under the provisions of the Real Property Tax Increment
Allocation Redevelopment Act, Sections 99.800 et seq. of the Revised Statutes of Missouri, as amended
(the"TIF Acf'): and
WHEREAS, the City has requested that the Authority assist in the refinancing of the Project
through the issuance of the Authority's Industrial Development Revenue Refunding Bonds (Riverside
Horizons Infrastructure Project), Series 2017, in the original principal amount of$18,925,000(the"Series
2017 Bonds"); and
WHEREAS, the governing body of the Authority adopted a resolution on October 3, 2017,
authorizing the Authority to issue the Series 2017 Bonds pursuant to the Bond Trust Indenture dated of
even date herewith(the"Indenture"),between the Authority and UMB Bank,N.A.,as trustee for the Series
2017 Bonds(the"Trustee"); and
WHEREAS,pursuant to such resolution,the Authority is authorized(a)to execute and deliver the
Indenture for the purpose of issuing and securing the Series 2017 Bonds, (b) to enter into this Financing
Agreement, under which the Authority will make the proceeds of the Series 2017 Bonds available to the
City in accordance with the provisions of this Financing Agreement to provide funds to refinance the Project
and refund and redeem the Refunded Bonds, in consideration of payments to be made by the City to the
Trustee which are to be sufficient to pay the principal of, redemption premium, if any, and interest on the
Series 2017 Bonds as the same become due; and
WHEREAS, the City, by Ordinance No._passed by the Board of Aldermen on October 17,
2017,approved the issuance of the Series 2017 Bonds and the execution and delivery of certain documents,
including this Financing Agreement; and
WHEREAS, pursuant to the foregoing, the Authority desires to loan the proceeds of the Series
2017 Bonds to the City, and the City desires to borrow the proceeds of the Series 2017 Bonds from the
Authority,to be repaid by the City upon the terms and conditions hereinafter set forth, all for the purpose
of providing funds to, together with other available moneys, (a) refinance the Project by refunding and
redeeming the Refunded Bonds, (b)fund a Debt Service Reserve Fund for the Series 2017 Bonds,and(c)
pay certain costs related to the issuance of the Series 2017 Bonds; and
NOW,THEREFORE,in consideration of the premises and the mutual representations,covenants
and agreements herein contained, the Authority and the City, do hereby represent, covenant and agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms. In addition to any words and terms defined
elsewhere in this Financing Agreement and the words and terms defined in Section 101 of the Indenture,
which definitions are hereby incorporated herein by reference,and terms defined,the following words and
terms as used in this Financing Agreement shall have the following meanings:
"Economic Activity Tax Revenues"means the revenues attributable to 50%of the increase in tax
revenues(other than real property tax revenues)generated by economic activities within the Redevelopment
Area, including sales and utility taxes, but excluding personal property taxes, hotel/motel taxes, licenses,
fees and special assessments.
"Incremental Tax Revenues" means revenues which consist of(a) PILOTS derived from the
Redevelopment Area, (b) Economic Activity Tax Revenues received by the City with respect to the
Redevelopment Area and (c) the New State Revenues received by the City with respect to the
Redevelopment Area.
"New State Revenues" means revenue appropriated each year by the General Assembly of the
State of Missouri pursuant to the State Supplemental Tax Increment Financing Program Amended
Certificate of Approval.
"PILOTS" means those revenues attributable to the increase in the assessed valuation of real
property within the Redevelopment Area over and above the initial assessed valuation of real property in
the Redevelopment Area as of the date on which tax increment financing for the Redevelopment Area was
adopted, which increase is multiplied by the then-current aggregate tax rate applicable to such property to
determine the amount of PILOTS due.
"Series 2017 Levee District Bonds"means the Levee District Improvement Refunding Bonds(L-
385 Project),Series 2017,issued by the Riverside-Quindaro Bend Levee District of Platte County,Missouri
in the original aggregate principal amount of$12,620,000.
"Series 2011A Bonds" means the Authority's Tax Increment Refunding Revenue Bonds (L-385
Levee Project), Series 201 IA, issued in the original principal amount of$2,385,000.
"Series 2014 Bonds" means the Authority's Tax Increment Refunding Revenue Bonds (L-385
Levee Project), Series 2014, issued in the original principal amount of$7,640,000.
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"Series 2017 Bonds" means the Authority's Industrial Development Revenue Refunding Bonds
(Riverside Horizons Infrastructure Project), Series 2017, issued in the original principal amount of
$18,925,000.
"Special Allocation Fund" means the fund where the deposits of Incremental Tax Revenues
pledged for Financing Payments are held.
Section 1.2. Rules of Interpretation.
For all purposes of this Financing Agreement,except as otherwise expressly provided or unless the
context otherwise requires:
(a) Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders;
(b) Words importing the singular number shall include the plural and vice versa and
words importing person shall include firms,associations and corporations,including public bodies,
as well as natural persons;
(c) The table of contents hereto and the headings and captions herein are not a part of
this document;and
(d) Terms used in an accounting context and not otherwise defined shall have the
meaning ascribed to them by generally accepted principles of accounting.
ARTICLE H
REPRESENTATIONS
Section 2.1. Representations by the Authority. The Authority represents and warrants to the
City and the Trustee as follows:
(a) Organization and Authority. The Authority (1) is a public body corporate and
politic duly organized and existing under the laws of the State of Missouri,and(2)has lawful power
and authority to enter into,execute and deliver this Financing Agreement and the Indenture and to
carry out its obligations hereunder and thereunder, and (3) by all necessary action has been duly
authorized to execute and deliver this Financing Agreement and all Transaction Documents
required to be executed and delivered by it in connection with the issuance of the Series 2017 Bonds
(collectively,the"Authority Documents"),acting by and through its duly authorized officers;and
(b) No Defaults or Violations of Law. The execution and delivery of this Financing
Agreement and the other Authority Documents by the Authority will not result in a breach of any
of the terms of,or constitute a default under,any indenture,mortgage,deed of trust, lease or other
agreement or instrument to which the Authority is a party or by which it or any of its property is
bound or its bylaws or any of the constitutional or statutory laws,rules or regulations applicable to
the Authority or its property.
Section 2.2. Representations and Covenants by the City. The City represents,
warrants and covenants to the Authority and the Trustee as follows:
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(a) Organization and Authority. The City(1)is a city of the fourth class and political
subdivision duly organized and validly existing under the laws of the State of Missouri,and(2)has
lawful power and authority to enter into, execute and deliver this Financing Agreement and all
other Transaction Documents required to be executed and delivered by it in connection with the
issuance of the Series 2017 Bonds (collectively, the "City Documents") and to carry out its
obligations hereunder and thereunder, and(3)by all necessary action has been duly authorized to
execute and deliver this Financing Agreement and the other City Documents,acting by and through
its duly authorized officers;
(b) No Defaults or Violations of Law. The execution and delivery of this Financing
Agreement and the other City Documents by the City will not conflict with or result in a breach of
any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or
other agreement or instrument to which the City is a party or by which it or any of its property is
bound or any of the laws,rules or regulations applicable to the City or its property;
(c) Public Purpose. The City believes that the appropriation of revenues to pay its
obligations under this Financing Agreement is an essential public purpose;
(d) No Litigation. To the knowledge of the City, there is no litigation or proceeding
pending or threatened against the City or any other person affecting the right of the City to execute
this Financing Agreement or the other City Documents or the ability of the City to make the
Financing Payments or to otherwise comply with the obligations under this Financing Agreement
or the other City Documents. Neither the execution and delivery of this Financing Agreement by
the City, nor compliance by the City with its obligations under this Financing Agreement require
the approval of any regulatory body, or any other entity,which approval has not been obtained;
(e) Gaming Revenues. While the Series 2017 Bonds are outstanding, the City will
deposit in its general fund amounts received (i) under the lease agreement between the City and
Missouri Gaming Company dated June 7, 1993,as amended,and(ii)from the State of Missouri as
the City's portion of the gaming tax and admission fees collected by the State of Missouri at the
Argosy Casino,to be used by the City upon appropriation by the Board of Aldermen.
Section 2.3. Survival of Representations. All representations of the Authority and the City
contained in this Financing Agreement or in any certificate or other instrument delivered by any such entity
pursuant to this Financing Agreement or any other Transaction Document, or in connection with the
transactions contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale
and delivery of the Series 2017 Bonds, as representations of facts existing as of the date of execution and
delivery of the instruments containing such representations.
ARTICLE III
THE FINANCING;PAYMENT OF THE SERIES 2017 BONDS;
ISSUANCE OF THE SERIES 2017 BONDS
Section 3.1. Amount and Source of the Financing;Issuance of Bonds.The Authority agrees
to make available to the City, upon the terms and conditions herein and in the Indenture specified,the net
proceeds received by the Authority from the sale of the Series 2017 Bonds(the"Financing"). In order to
provide funds for the Financing and to finance and refinance the Project, the Authority agrees that it will
issue, sell and deliver the Series 2017 Bonds to the Original Purchaser. The proceeds of the sale of the
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Series 2017 Bonds shall be paid over to the Trustee for the account of the Authority and shall be
administered,disbursed and applied for the payment of costs related to the financing and refinancing of the
Project and the refunding of the Refunded Bonds and other purposes upon the terms and in the manner as
provided in the Indenture and in this Financing Agreement.
Section 3.2. Financing Payments. Subject to the limitations on appropriation set forth in
Sections 3.5,3.7 and 4.1 hereof,the City shall pay the following amounts to the Trustee,all as"Financing
Payments"under this Financing Agreement:
(a) Debt Service Fund—Interest: On or before the third Business Day preceding each
May 1 and November 1,commencing on the third Business Day preceding May 1,2018,an amount
which is not less than the interest to become due on the next interest payment date on the Series
2017 Bonds; provided, however that the City may be entitled to certain credits on such payments
as permitted under Section 3.3 of this Financing Agreement;
(b) Debt Service Fund—Principal: On or before the third Business Day preceding
each May 1,commencing on the third Business Day preceding May 1,2018,an amount which is not
less than the next installment of principal due on the Series 2017 Bonds on the next principal
payment date by maturity or mandatory sinking fund redemption;provided,however,that the City
may be entitled to certain credits on such payments as permitted under Section 33 of this Financing
Agreement; and
(c) Debt Service Fund—Redemption: On or before 10:00 A.M. on or before the
Business Day preceding the date required by this Financing Agreement or the Indenture,the amount
of any Net Proceeds or other moneys received which is intended or required to redeem Series 2017
Bonds then Outstanding if the City exercises its right to redeem Series 2017 Bonds under any
provision of the Indenture or if any Series 2017 Bonds are required to be redeemed (other than
pursuant to mandatory sinking fund redemption provisions, if any) under any provision of the
Indenture.
Notwithstanding any schedule of payments set forth in this Financing Agreement or the Indenture,
the City shall make payments hereunder and shall be liable therefor at the times and in the amounts
(including interest,principal,and redemption premium, if any)equal to the amounts to be paid as interest,
principal and redemption premium, if any,whether at maturity or by optional or mandatory redemption,as
applicable,upon all Bonds from time to time Outstanding under the Indenture.
Any Supplemental Financing Agreement shall provide for similar deposits into the Debt Service
Fund of amounts sufficient to ensure the prompt payment of the principal of,premium, if any,and interest
on any Additional Bonds as the same become due.
Unpaid Financing Payments shall bear interest at the Prime Rate. Any interest charged and
collected on an unpaid Financing Payment shall be deposited to the credit of the Debt Service Fund and
applied to pay interest on overdue amounts in accordance with the Indenture.
The City and the Authority each acknowledge that they have no interest in the Debt Service Fund,
the Rebate Fund, and any moneys deposited therein shall be in the custody of and held by the Trustee in
trust for the benefit of the Bondowners and the United States of America as provided in the Indenture.
Section 33. Credits on Financing Payments. Notwithstanding any provision contained in
this Financing Agreement or in the Indenture to the contrary, in addition to any credits on the Financing
resulting from the payment or prepayment of Financing Payments from other sources:
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(a) any moneys deposited (including earnings thereon) by the Trustee in the Debt
Service Fund as interest(including moneys received as accrued interest from the sale of the Series
2017 Bonds and any initial deposit of capitalized interest made from the proceeds of the sale of any
series of the Series 2017 Bonds)shall be credited against the obligation of the City to pay interest
on the Financing as the same becomes due;
(b) any moneys deposited (including earnings thereon) by the Trustee in the Debt
Service Fund as principal shall be credited against the obligation of the City to pay the principal of
the Financing as the same becomes due in the order of maturity thereof,and
(c) the amount of any moneys transferred by the Trustee from any other fund held
under the Indenture and deposited in the Debt Service Fund as interest or principal shall be credited
against the obligation of the City to pay Financing Payments, as the case may be, as the same
become due.
Section 3.4. Additional Payments. Subject to the limitations of Sections 3.5, 3.7 and 4.1
hereof, the City shall pay the following amounts to the following persons, all as "Additional Payments"
under this Financing Agreement:
(a) to the Trustee,when due,all reasonable fees and charges for its services rendered
under the Indenture, this Financing Agreement and any other Transaction Documents, and all
reasonable expenses (including without limitation reasonable fees and charges of any Paying
Agent, bond registrar, counsel,accountant, engineer or other person) incurred in the performance
of the duties of the Trustee under the Indenture, this Financing Agreement and any other
Transaction Documents for which the Trustee and other persons are entitled to repayment or
reimbursement;
(b) to the Trustee, upon demand, an amount necessary to pay rebatable arbitrage in
accordance with the Tax Compliance Agreement and the Indenture;
(c) to the Trustee or the party due, upon written demand all other amounts payable in
accordance with the Tax Compliance Agreement;
(d) to the Authority,on the Bond Issuance Date,its regular administrative and issuance
fees and charges, if any,and all expenses(including without limitation attorneys'fees)incurred by
the Authority in relation to the transactions contemplated by this Financing Agreement and the
Indenture, which are not otherwise to be paid by the City under this Financing Agreement or the
Indenture;
(e) to the appropriate person, such payments as are required (i) as payment for or
reimbursement of any and all reasonable costs,expenses and liabilities incurred by the Authority
or the Trustee or any of them in satisfaction of any obligations of the City hereunder that the City
does not perform,or incurred in the defense of any action or proceeding with respect to the Project,
this Financing Agreement or the Indenture, or (ii) as reimbursement for expenses paid, or as
prepayment of expenses to be paid,by the Authority or the Trustee and that are incurred as a result
of a request by the City, or a requirement of this Financing Agreement and that the City is not
otherwise required to pay under this Financing Agreement;
(f) to the Trustee, upon written demand of the Trustee, the amount required by the
Indenture,subject to the provisions hereof and of the Indenture,necessary to restore the Series 2017
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Debt Service Reserve Fund to an amount equal to the Series 2017 Debt Service Reserve Fund
Requirement. If applicable,any Supplemental Financing Agreement shall provide for deposits into
the debt service reserve funds)for Additional Bonds of amounts sufficient to maintain such fund(s)
as required by the Indenture;
(g) to the appropriate person,any other amounts required to be paid by the City under
this Financing Agreement or the Indenture; and
(h) any past due Additional Payments shall continue as an obligation of the City until
they are paid and shall bear interest at the Prime Rate plus 2% during the period such Additional
Payments remain unpaid.
Section 3.5. Annual Appropriations. The City intends,on or before the last day of each Fiscal
Year,to budget and appropriate, specifically with respect to this Financing Agreement, moneys sufficient
to pay all the Financing Payments and reasonably estimated Additional Payments for the next succeeding
Fiscal Year. The City shall deliver written notice to the Trustee no later than 15 days after the
commencement of its Fiscal Year stating whether or not the Board of Aldermen has appropriated funds
sufficient for the purpose of paying the Financing Payments and reasonably estimated Additional Payments
to become due during such Fiscal Year. If the Board of Aldermen shall have made the appropriation
necessary to pay the Financing Payments and reasonably estimated Additional Payments to become due
during such Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 15th day
after the commencement of its Fiscal Year shall not constitute an Event of Nonappropriation and,on failure
to receive such notice 15 days after the commencement of the City's Fiscal Year,the Trustee shall request
written confirmation from the City of the fact of whether or not such appropriation has been made. If the
Board of Aldermen shall not have made the appropriation necessary to pay the Financing Payments and
Additional Payments reasonably estimated to become due during such succeeding Fiscal Year,the failure
of the City to deliver the foregoing notice on or before the 15°i day after the commencement of its Fiscal
Year shall constitute an Event of Nonappropriation.
Section 3.6. Annual Budget Request. The City Administrator or other officer of the City at
any time charged with the responsibility of formulating budget proposals shall include in the budget
proposals submitted to the Board of Aldermen,in each Fiscal Year in which this Financing Agreement shall
be in effect,an appropriation for all the Financing Payments and reasonably estimated Additional Payments
required for the ensuing Fiscal Year, it being the intention of the City that the decision to appropriate or not
to appropriate under this Financing Agreement shall be made solely by the Board of Aldermen and not by
any other official of the City. The City intends,subject to the provisions above respecting the failure of the
City to budget or appropriate funds to make Financing Payments and Additional Payments, to pay the
Financing Payments and Additional Payments hereunder. The City reasonably believes that legally
available funds in an amount sufficient to make all Financing Payments and Additional Payments during
each Fiscal Year can be obtained. The City further intends to do all things lawfully within its power to
obtain and maintain funds from which the Financing Payments and Additional Payments may be made,
including making provision for such Financing Payments and Additional Payments to the extent necessary
in each proposed annual budget submitted for approval in accordance with applicable procedures of the
City and to exhaust all available reviews and appeals in the event such portion of the budget is not approved.
The City's Director of Finance is directed to do all things lawfully within such person's power to obtain
and maintain funds from which the Financing Payments and Additional Payments may be paid, including
making provision for such Financing Payments and Additional Payments to the extent necessary in each
proposed annual budget submitted for approval or by supplemental appropriation in accordance with
applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion
of the budget or supplemental appropriation is not approved. Notwithstanding the foregoing,the decision
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to budget and appropriate funds is to be made in accordance with the City's normal procedures for such
decisions.
Section 3.7. Financing Payments to Constitute Current Expenses of the City. Except as
provided in the second paragraph of Section 4.1, the Authority and the City acknowledge and agree that
the Financing Payments and Additional Payments hereunder shall constitute currently budgeted
expenditures of the City, and shall not in any way be construed or interpreted as creating a liability or a
general obligation or debt of the City in contravention of any applicable constitutional or statutory
limitations or requirements concerning the creation of indebtedness by the City, nor shall anything
contained herein constitute a pledge of the general credit,tax revenues,funds or moneys of the City. The
City's obligations to pay Financing Payments and Additional Payments hereunder shall be from year to
year only, and shall not constitute a mandatory payment obligation of the City in any ensuing Fiscal Year
beyond the then current Fiscal Year. Neither this Financing Agreement nor the issuance of the Series 2017
Bonds shall directly or indirectly obligate the City to levy or pledge any form of taxation or make any
appropriation or make any payments beyond those appropriated for the City's then current Fiscal Year,but
in each Fiscal Year Financing Payments and Additional Payments shall be payable solely from the amounts
budgeted or appropriated therefor out of the income and revenue provided for such year, plus any
unencumbered balances from previous years; provided,however,that nothing herein shall be construed to
limit the rights of the Owners of the Series 2017 Bonds or the Trustee to receive any amounts which may
be realized from the Trust Estate pursuant to the Indenture. Failure of the City to budget and appropriate
said moneys on or before the last day of any Fiscal Year shall be deemed an Event of Nonappropriation.
ARTICLE IV
SECURITY FOR THE FINANCING
Section 4.1. Security for the Financing. The City's obligations to pay the Financing Payments
and Additional Payments described herein and any amounts required to be paid under Section 6.2 or
Section 9.4 hereof,as applicable, shall be limited,special obligations of the City payable solely from,and
secured as to the payment of principal and interest by, (i) subject to annual appropriation by the City as
provided in Section 3.5 hereof, a pledge of all legally available revenues of the City and, (ii) on a
subordinate basis (as described below), amounts in the Special Allocation Fund as defined in the
Redevelopment Plan,in each case as provided in the Authorizing Ordinance. The taxing power of the City
is not pledged to the payment of the Financing Payments or Additional Payments either as to principal or
interest. The City's obligation to pay the Financing Payments and Additional Payments shall not constitute
general obligations of the City,nor shall they constitute an indebtedness of the City within the meaning of
any constitutional or statutory provision, limitation or restriction.
Notwithstanding the foregoing, the Incremental Tax Revenues derived from the Redevelopment
Area deposited into the Special Allocation Fund are pledged by the City pursuant to the Authorizing
Ordinance to secure the Financing Payments and Additional Payments, which pledge is subordinate to the
pledge of such revenues securing the Series 2011A Bonds, the Series 2014 Bonds, the Series 2017 Levee
District Bonds and any additional bonds issued under the respective trust indentures related to such bonds
(together,the"Senior Obligations"). The"Incremental Tax Revenues"consist of(a)PILOTS derived from
the Redevelopment Area,(b)subject to annual appropriation by the City,Economic Activity Tax Revenues
received by the City with respect to the Redevelopment Area and(c)the New State Revenues received by
the City with respect to the Redevelopment Area. Any moneys and securities in the Special Allocation
Fund not required to pay debt service on the Senior Obligations in any year may be used by the City for
Financing Payments and Additional Payments.
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ARTICLE V
TERM
Section 5.1. Term of Financing Agreement. This Financing Agreement shall be effective
from and after its execution and delivery and shall continue in full force and effect until the Bonds are
deemed to be paid within the meaning of Article X of the Indenture and provision has been made for paying
all other sums payable by the City to the Authority,the Trustee and the Paying Agent for the Bonds under
this Financing Agreement and the Indenture. All agreements,covenants,representations and certifications
by the City as to all matters affecting the status of the interest on the Series 2017 Bonds shall survive the
termination of this Financing Agreement and the defeasance of the Series 2017 Bonds.
ARTICLE VI
GENERAL COVENANTS AND PROVISIONS
Section 6.1. Information Provided to the Authority and the Trustee.The City shall furnish
to the Authority and the Trustee written notice of any Event of Nonappropriation as soon as practicable,
but in no event more than 5 days after such Event of Nonappropriation.
The City will at any and all times, upon the written request of the Trustee or the Authority and at
the expense of the City, permit the Trustee and the Authority by their representatives to inspect the
properties, books of account, records,reports and other papers of the City, and to take copies and extracts
therefrom,and will promptly afford and procure a reasonable opportunity to make any such inspection,and
the City will furnish to the Authority and the Trustee any and all information as the Authority or the Trustee
may reasonably request with respect to the performance by the City of its covenants in this Financing
Agreement.
Section 6.2. Indemnification.
(a) The City releases the Authority and the Trustee from, agrees that the Authority and the
Trustee shall not be liable for, and indemnifies the Authority and the Trustee against,all liabilities, losses,
damages (including attorneys' fees), causes of action, suits, claims, costs and expenses, demands and
judgments of any nature imposed upon or asserted against the Authority or the Trustee, on account of: (i)
any breach or default on the part of the City in the performance of any covenant or agreement of the City
under this Financing Agreement or any related document, or arising from any act or failure to act by the
City, or any of its agents, contractors, servants,employees or licensees(including,without limitation,any
failure to comply or any violation, actual or alleged, in connection with Environmental Regulations); (ii)
matters regarding the authorization,issuance and sale of the Series 2017 Bonds attributable to the City,and
the provision of any information furnished by the City in connection therewith concerning the Project or
the City or arising from (1) any errors or omissions by the City such that the Series 2017 Bonds, when
delivered to the Bondowners, are not validly issued and binding obligations of the Authority, or(2) any
fraud or misrepresentations or omissions contained in the proceedings of the Authority famished by or
attributable to the City relating to the issuance of the Series 2017 Bonds or pertaining to the financial
condition of the City which, if known to the Original Purchaser of the Series 2017 Bonds, might be
considered a material factor in its decision to purchase the Series 2017 Bonds.
(b) To the extent permitted by law,the City agrees to indemnify the Trustee for and to hold it
harmless against all liabilities,claims,costs and expenses incurred without negligence or willful misconduct
on the part of the Trustee,on account of any action taken or omitted to be taken by the Trustee in accordance
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with the terms of this Financing Agreement,the Series 2017 Bonds,the Indenture or any other Transaction
Document or any action taken at the request of or with the consent of the City, including the costs and
expenses(including,without limitation,reasonable compensation,expenses and disbursements of its agents
and counsel) of the Trustee in defending itself against any such claim, action or proceeding brought in
connection with the exercise or performance of any of its powers or duties under this Financing Agreement,
the Series 2017 Bonds or the Indenture.
(c) In case any action or proceeding is brought against the Trustee in respect of which
indemnity may be sought hereunder,the party seeking indemnity promptly shall give notice of that action
or proceeding to the City, and the City upon receipt of that notice shall have the obligation and the right to
assume the defense of the action or proceeding;provided,that failure of a party to give that notice shall not
relieve the City from any of their obligations under this Section unless that failure prejudices the defense
of the action or proceeding by the City. At its own expense, an indemnified party may employ separate
legal counsel and participate in the defense; provided, however, in the event the City shall fail to employ
counsel or such counsel shall fail to actively defend such actions or protect the Authority or the Trustee,or
both, the Authority or the Trustee may employ counsel at the expense of the City to defend such action.
The City shall not be liable for any settlement without its consent.
(d) The indemnification set forth above is intended to and shall include the indemnification of
all affected officials, directors, officers, attorneys, accountants, financial advisors, staff and employees of
the Authority and the Trustee, respectively. That indemnification is intended to and shall be enforceable
by the Authority and the Trustee,respectively,to the full extent permitted by law.
Section 63. Continuing Disclosure.The City hereby covenants and agrees that it will comply
with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any
other provision of this Financing Agreement, failure of the City to comply with the Continuing Disclosure
Agreement shall not constitute an Event of Default; however, the Trustee may (and, at the request of the
Original Purchaser or the Owners of at least 25% aggregate principal amount of Outstanding Series 2017
Bonds, shall), or any Bondowner or Beneficial Owner may, take such actions as may be necessary and
appropriate, including seeking specific performance by court order, to cause the City to comply with its
obligations under the Continuing Disclosure Agreement. For purposes of this Section,"Beneficial Owner"
means any Person which(a) has the power, directly or indirectly,to vote or consent with respect to, or to
dispose of ownership of, any Series 2017 Bonds (including Persons holding Series 2017 Bonds through
nominees,depositories or other intermediaries),or(b)is treated as the Owner of any Series 2017 Bonds for
federal income tax purposes.
ARTICLE VII
ADDITIONAL BONDS
Section 7.1. Additional Bonds.The Authority from time to time may, in its sole discretion,at
the written request of the City, authorize the issuance of Additional Bonds for the purposes and upon the
terms and conditions provided in Section 203 of the Indenture; provided that (1) the terms of such
Additional Bonds,the purchase price to be paid therefor and the manner in which the proceeds thereof are
to be disbursed shall have been approved by resolutions adopted by the Authority and the City; (2) the
Authority and the City shall have entered into a Supplemental Financing Agreement to acknowledge that
Financing Payments are revised to the extent necessary to provide for the payment of the principal of,
redemption premium, if any,and interest on the Additional Bonds and to extend the term of this Financing
Agreement if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the
term of this Financing Agreement; and(3) the Authority and the City shall have otherwise complied with
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the provisions of this Financing Agreement and Section 203 of the Indenture with respect to the issuance
of such Additional Bonds.
ARTICLE VIII
ASSIGNMENT OF BOARD'S RIGHTS
UNDER FINANCING AGREEMENT
Section 8.1. Assignment by the Authority. The Authority, by means of the Indenture and as
security for the payment of the principal of, purchase price, and redemption premium, if any, and interest
on the Series 2017 Bonds, will assign, pledge and grant a security interest in all of its rights, title and
interests in, to and under this Financing Agreement, including Financing Payments and Additional
Payments and other revenues,moneys and receipts received by it pursuant to this Financing Agreement,to
the Trustee(reserving its Unassigned Authority's Rights)for the benefit of the Bondowners.
Section 8.2. Restriction on Transfer of Authority's Rights. The Authority will not sell,
assign,transfer or convey its interests in this Financing Agreement except pursuant to the Indenture.
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default Defined.The term"Event of Default"or"Default"shall mean
any one or more of the following events:
(a) Failure by the City to make timely payment of any Financing Payment;
(b) Failure by the City to make any Additional Payment when due and,after notice of
such failure, the City shall have failed to make such payment within 10 days following the due
date;
(c) Failure by the City to observe and perform any covenant, condition or agreement
on the part of the City under this Financing Agreement or the Indenture, other than as referred to
in the preceding subparagraphs (a) and (b) of this Section, for a period of 30 days after written
notice of such default has been given to the City by the Trustee or the Authority during which time
such default is neither cured by the City nor waived in writing by the Trustee and the Authority,
provided that, if the failure stated in the notice cannot be corrected within said 30-day period,the
Trustee and the Authority may consent in writing to an extension of such time prior to its expiration
and the Trustee and the Authority will not unreasonably withhold their consent to such an extension
if corrective action is instituted by the City within the 30-day period and diligently pursued to
completion and if such consent,in their judgment,does not materially adversely affect the interests
of the Bondowners; or
(d) Any representation or warranty by the City herein or in any certificate or other
instrument delivered under or pursuant to this Financing Agreement or the Indenture or in
connection with the financing or refinancing of the Project shall prove to have been false,incorrect,
misleading or breached in any material respect on the date when made,unless waived in writing by
the Authority and the Trustee or cured by the City, if such representation or warranty can be cured
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to the satisfaction of the Authority and the Trustee within 30 days after notice thereof has been
given to the City.
Section 9.2. Remedies on Default. Subject to the provisions of Section 9.7 hereof, whenever
any Event of Default shall have occurred and be continuing, the Trustee,as the assignee of the Authority,
may take any one or more of the following remedial steps; provided that if the principal of all Bonds then
Outstanding and the interest accrued thereon shall have been declared immediately due and payable
pursuant to the provisions of Section 702 of the Indenture,all Financing Payments for the remainder of the
term of the Financing shall become immediately due and payable without any further act or action on the
part of the Authority or the Trustee and the Trustee may immediately proceed(subject to the provisions of
Section 9.7 hereof) to take any one or more of the remedial steps set forth in subparagraph (b) of this
Section:
(a) By written notice to the City declare the outstanding principal of the Financing
Payments to be immediately due and payable, together with interest on overdue payments of
principal and redemption premium, if any,and,to the extent permitted by law, interest, at the rate
or rates of interest specified in the respective Bonds or the Indenture,without presentment,demand
or protest,all of which are expressly waived.
(b) Take whatever other action at law or in equity is necessary and appropriate to
exercise or to cause the exercise of the rights and powers set forth herein or in the Indenture, as
may appear necessary or desirable to collect the amounts payable pursuant to this Financing
Agreement then due and thereafter to become due or to enforce the performance and observance of
any obligation,agreement or covenant of the City under this Financing Agreement or the Indenture.
In the enforcement of the remedies provided in this Section, the Trustee may treat all fees, costs
and expenses of enforcement,including reasonable legal,accounting and advertising fees and expenses,as
Additional Payments then due and payable by the City.
Any amount collected pursuant to action taken under this Section shall be paid to the Trustee and
applied,fust,to the payment of any costs, expenses and fees incurred by the Authority or the Trustee as a
result of taking such action and,next,any balance shall be used to satisfy any Financing Payments then due
by payment into the Debt Service Fund and applied in accordance with the Indenture and, then,to satisfy
any other Additional Payments then due or to cure any other Event of Default.
Notwithstanding the foregoing,the Trustee shall not be obligated to take any step that in its opinion
will or might cause it to expend time or money or otherwise incur liability, unless and until indemnity
satisfactory to it has been furnished to the Trustee at no cost or expense to the Trustee, as provided in
Section 802(e),Section 802(k)and Section 804 of the Indenture.
The provisions of this Section are subject to the limitation that the annulment of a declaration that
the Bonds are immediately due and payable shall automatically constitute an annulment of any
corresponding declaration made pursuant to subparagraph(a)of this Section and a waiver and rescission of
the consequences of such declaration and of the Event of Default with respect to which such declaration
has been made,provided that no such waiver or rescission shall extend to or affect any other or subsequent
Default or impair any right consequent thereon. In the event any covenant, condition or agreement
contained in this Financing Agreement shall be breached or any Event of Default shall have occurred and
such breach or Event of Default shall thereafter be waived by the Trustee, such waiver shall be limited to
such particular breach or Event of Default.
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Section 9.3. No Remedy Exclusive.Subject to the provisions of Section 9.7 hereof,no remedy
herein conferred or reserved is intended to be exclusive of any other available remedy or remedies,but each
and every such remedy shall be cumulative and shall be in addition to every other remedy given under this
Financing Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission
to exercise any right or power accruing upon a Default shall impair any such right or power or shall be
construed to be a waiver thereof,but any such right and power may be exercised from time to time and as
often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved to it in
this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly
required.
Section 9.4. Agreement to Pay Attorneys' Fees and Expenses. Subject to the provisions of
Section 3.7 hereof, in connection with any Event of Default by the City, if the Authority or the Trustee
employs attorneys or incurs other expenses for the collection of amounts payable hereunder or the
enforcement of the performance or observance of any covenants or agreements on the part of the City herein
contained, the City agrees that it will, on demand therefor, pay to the Authority and the Trustee the
reasonable fees of such attorneys and such other reasonable fees, costs and expenses so incurred by the
Authority and the Trustee.
Section 9.5. Authority and City to Give Notice of Default.The Authority and the City shall
each, at the expense of the City, promptly give to the Trustee written notice of any Default of which the
Authority or the City,as the case may be, shall have actual knowledge or written notice,but the Authority
shall not be liable for failing to give such notice.
Section 9.6. Performance of the City's Obligations. If the City shall fail to keep or perform
any of its obligations as provided in this Financing Agreement,then the Authority or the Trustee may(but
shall not be obligated so to do), upon the continuance of such failure on the City's part for 15 days after
notice of such failure is given to the City by the Authority or the Trustee,and without waiving or releasing
the City from any obligation hereunder,as an additional but not exclusive remedy,make any such payment
or perform any such obligation, and all sums so paid by the Authority or the Trustee and all necessary
incidental costs and expenses incurred by the Authority or the Trustee in performing such obligations shall
be deemed to be Additional Payments and shall be paid to the Authority or the Trustee plus interest at the
Prime Rate plus 2%on demand.
Section 9.7. Remedial Rights Assigned to the Trustee. Upon the execution and delivery of
the Indenture, the Authority will thereby have assigned to the Trustee all rights and remedies conferred
upon or reserved to the Authority by this Financing Agreement,reserving only the Unassigned Authority's
Rights. The Trustee shall have the exclusive right to exercise such rights and remedies conferred upon or
reserved to the Authority by this Financing Agreement in the same manner and to the same extent, but
under the limitations and conditions imposed thereby and hereby. The Trustee and the Bondowners shall
be deemed third party creditor beneficiaries of all representations, warranties, covenants and agreements
contained herein.
ARTICLE X
PREPAYMENT AND ACCELERATION OF
FINANCING PAYMENTS
[[Section 10.1. Prepayment at the Option of the City.Upon the exercise by the City of its option
to cause the Series 2017 Bonds or any portion thereof to be redeemed pursuant to Section 302 of the
Indenture,the City shall prepay Financing Payments in whole or in part at the times and at the prepayment
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prices sufficient to redeem all or a corresponding portion of the Series 2017 Bonds then Outstanding in
accordance with said paragraph. At the written direction of the City such prepayments shall be applied to
the redemption of the Series 2017 Bonds in whole or in part in accordance with said Section.]]
[[Section 10.2. Mandatory Prepayment to Satisfy Scheduled Mandatory Sinking Fund
Redemption Requirements.The City shall prepay Financing Payments at the times, in the amounts and
at the prepayment prices sufficient to redeem corresponding portions of the Series 2017 Bonds in
accordance with Section 302(b) of the Indenture. The City shall be entitled to all credits on such
prepayment of a portion of Financing Payments,as set forth in said Section,and the City shall comply with
all terms and provisions of said Section.]]
Section 10.3 Right to Prepay at Any Time.The City shall have the option at any time to prepay
all of the Financing Payments, Additional Payments and other amounts it is required to pay hereunder by
paying to the Trustee all such sums as are sufficient to satisfy and discharge the Indenture and paying or
making provision for the payment of all other sums payable hereunder.
Section 10.4. Notice of Prepayment. To exercise an option granted by Section 10.1 or 10.3,
the City shall give written notice to the Authority and the Trustee which shall specify therein the date upon
which a prepayment of Financing Payments will be made, which date shall be not less than 45 days from
the date the notice is received by the Trustee. hi the Indenture, the Authority has directed the Trustee to
forthwith take all steps (other than the payment of the money required to redeem the Series 2017 Bonds)
necessary under the applicable provisions of the Indenture to effect any redemption of the then Outstanding
Bonds, in whole,or in part,pursuant to Section 302 of the Indenture.
Section 10.5. Precedence of this Article.The rights,options and obligations of the City set forth
in this Article may be exercised or shall be fulfilled, as the case may be, whether or not a Default exists
hereunder, provided that such Default will not result in nonfulfillment of any condition to the exercise of
any such right or option.
ARTICLE XI
SUPPLEMENTAL FINANCING AGREEMENTS
Section 11.1. Supplemental Financing Agreements without Consent of Bondowners.
Without the consent of the Owners of any Bonds,the Authority and the City may from time to time enter
into one or more Supplemental Financing Agreements, for any of the following purposes:
(a) to subject to this Financing Agreement additional property or to more precisely
identify any project financed or refinanced out of the proceeds of any series of Bonds, or to
substitute or add additional property thereto; or
(b) to add to the conditions, limitations and restrictions on the authorized amount,
terns or purposes of the Financing , as herein set forth, additional conditions, limitations and
restrictions thereafter to be observed;or
(c) in connection with the issuance of any Additional Bonds, to make such other
provisions as provided in Section 7.1; or
(d) to evidence the succession of another entity to the City and the assumption by any
such successor of the covenants of the City herein contained,or
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(e) to add to the covenants of the City or to the rights, powers and remedies of the
Trustee for the benefit of the Owners of all or any series of Bonds or to surrender any right or power
herein conferred upon the City; or
(f) to cure any ambiguity, to correct or supplement any provision herein which may
be inconsistent with any other provision herein or to make any other provisions, with respect to
matters or questions arising under this Financing Agreement, which shall not be inconsistent with
the provisions of this Financing Agreement, provided such action shall not adversely affect the
interests of the Owners of the Bonds.
Section 11.2. Supplemental Financing Agreements with Consent of Bondowners. With the
prior written consent of the Owners of not less than a majority in principal amount of the Bonds then
Outstanding affected by such Supplemental Financing Agreement, the Authority and the City may enter
into Supplemental Financing Agreements,in form satisfactory to the Trustee,for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Financing Agreement
or of modifying in any manner the rights of the Trustee and the Owners of the Bonds under this Financing
Agreement;provided,however,that no such Supplemental Financing Agreement shall,without the consent
of the Owner of each Outstanding Bond affected thereby:
(a) change the stated maturity of the principal of,or any installment of interest on,the
Financing Payments,or reduce the principal amount thereof or the interest thereon or any premium
payable upon the redemption thereof, or change any place of payment where (except as may be
required in connection with the appoint of a successor Trustee), or the coin or currency in which,
the Financing Payments are payable,or impair the right to institute suit for the enforcement of any
such payment on or after the stated maturity thereof(or, in the case of redemption, on or after the
redemption date);or
(b) reduce the percentage in principal amount of the Outstanding Bonds,the consent
of whose Owners is required for any such Supplemental Financing Agreement, or the consent of
whose Owners is required for any waiver provided for in this Financing Agreement of compliance
with certain provisions of this Financing Agreement or certain defaults hereunder and their
consequences;or
(c) modify any of the provisions of this Section, except to increase any percentage
provided thereby or to provide that certain other provisions of this Financing Agreement cannot be
modified or waived without the consent of the Owner of each Bond affected thereby.
The Trustee may in its discretion determine(which determination may be based upon the advice or
opinion of counsel)whether or not any Bonds would be affected by any Supplemental Financing Agreement
and any such determination shall be conclusive upon the Owners of all Bonds, whether theretofore or
thereafter authenticated and delivered under the Indenture. The Trustee shall not be liable for any such
determination made in good faith.
It shall not be necessary for the required percentage of Owners of Bonds under this Section to
approve the particular form of any proposed Supplemental Financing Agreement,but it shall be sufficient
if such act shall approve the substance thereof.
Section 11.3. Execution of Supplemental Financing Agreements. In executing or consenting
to any Supplemental Financing Agreement permitted by this Article,the Authority and the Trustee shall be
entitled to receive,and,subject to Article VIII of the Indenture,shall be fully protected in relying upon,an
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Opinion of Counsel stating that the execution of such Supplemental Financing Agreement is authorized and
permitted by and in compliance with this Financing Agreement. The Trustee may,but shall not be obligated
to, consent to any such Supplemental Financing Agreement which affects the Trustee's own rights, duties
or immunities under this Financing Agreement,the other Transaction Documents or otherwise.
Section 11.4. Effect of Supplemental Financing Agreements. Upon the execution of any
Supplemental Financing Agreement under this Article, this Financing Agreement shall be modified in
accordance therewith and such Supplemental Financing Agreement shall form a part of this Financing
Agreement for all purposes;and the City,the Authority,the Trustee and every Owner of Bonds theretofore
or thereafter authenticated and delivered under the Indenture shall be bound thereby.
Section 11.5. Reference in Bonds to Supplemental Financing Agreements. Bonds
authenticated and delivered after the execution of any Supplemental Financing Agreement pursuant to this
Article may,and if required by the Trustee shall,bear a notation in form approved by the Trustee as to any
matter provided for in such Supplemental Financing Agreement. If the Authority shall so determine,new
Bonds so modified as to conform,in the opinion of the Trustee and the Authority,to any such Supplemental
Financing Agreement may be prepared and executed by the Authority and authenticated and delivered by
the Trustee in exchange for Outstanding Bonds.
ARTICLE XII
MISCELLANEOUS
Section 12.1. Authorized Representatives. Whenever under this Financing Agreement the
approval of the Authority is required or the Authority is required or permitted to take some action, such
approval shall be given or such action shall be taken by the Authority Representative,and the City and the
Trustee shall be authorized to act on any such approval or action. Any approval shall not be unreasonably
withheld or delayed.
Whenever under this Financing Agreement the approval of the City is required or the City is
required or permitted to take some action,such approval shall be given or such action shall be taken by the
City Representative, and the Authority and the Trustee shall be authorized to act on any such approval or
action.
Section 12.2. Notices. All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed given when delivered by hand delivery or overnight delivery service
or received by registered or certified mail,postage prepaid,return receipt requested,addressed as specified
in Section 1101 of the Indenture. A duplicate copy of each notice,certificate or other communication given
hereunder to any party mentioned in said Section 1101 shall be given to all other parties mentioned therein
(other than the Bondowners unless a copy is required to be furnished to them by other provisions of this
Financing Agreement). The Authority, the City or the Trustee may, by notice given hereunder, designate
any further or different addresses to which subsequent notices, certificates or other communications shall
be sent to it.
Section 12.3. Performance Date Not a Business Day. If any date for the payment of principal
of, or redemption premium, if any, or interest on the Series 2017 Bonds or the taking of any other action
hereunder is not a Business Day,then such payment shall be due,or such action shall be taken, on the first
Business Day thereafter with the same force and effect as if made on the date fixed for payment or
performance.
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Section 12.4. Binding Effect. This Financing Agreement shall inure to the benefit of and shall
be binding upon the Authority and the City and their respective successors and assigns.
Section 12.5. Execution in Counterparts. This Financing Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 12.6. No Pecuniary Liability. All covenants, obligations and agreements of the City
contained in this Financing Agreement and the Indenture shall be effective to the extent authorized and
permitted by applicable law. No such covenant,obligation or agreement shall be deemed to be a covenant,
obligation or agreement of any present or future councilmember, commissioner, director, officer, agent or
employee of the City other than in their official capacity.
Section 12.7. Extent of Covenants of the Authority;No Personal or Pecuniary Liability.All
covenants, obligations and agreements of the Authority contained in this Financing Agreement and the
Indenture shall be effective to the extent authorized and permitted by applicable law. No such covenant,
obligation or agreement shall be deemed to be a covenant,obligation or agreement of any present or future
director, officer, agent or employee of the Authority in other than his official capacity, and no official
executing the Series 2017 Bonds shall be liable personally on the Series 2017 Bonds or be subject to any
personal liability or accountability by reason of the issuance thereof or by reason of the covenants,
obligations or agreements of the Authority contained in this Financing Agreement or in the Indenture. No
provision, covenant or agreement contained in this Financing Agreement,the Indenture or the Series 2017
Bonds, or any obligation herein or therein imposed upon the Authority, or the breach thereof, shall
constitute or give rise to or impose upon the Authority a pecuniary liability or a charge. No provision hereof
shall be construed to impose a charge against the general credit of the Authority or any personal or pecuniary
liability upon any director,officer, agent or employee of the Authority.
Section 12.8. Net Financing. Subject to the limitations described in Sections 3.5,3.7,3.8 and
4.1, the parties hereto agree (a) that the payments of Financing Payments are designed to provide the
Authority and the Trustee with moneys adequate in amount to pay all principal of,redemption premium, if
any, and interest accruing on the Series 2017 Bonds as the same become due and payable, (b) that to the
extent that the payments of Financing Payments are not sufficient to provide the Authority and the Trustee
with funds sufficient for the purposes aforesaid,the City shall be obligated to pay(subject with respect to
the City to the limitations set forth in Section 3.5 hereof)to,and they do hereby covenant and agree to pay,
upon demand therefor,as Additional Payments,such further moneys, in cash,as may from time to time be
required for such purposes, and(c)that if after the principal of, redemption premium, if any, and interest
on the Series 2017 Bonds and all costs incident to the payment of the Series 2017 Bonds have been paid in
full (including all Additional Payments)the Trustee or the Authority holds unexpended funds received in
accordance with the terms hereof, such unexpended funds shall, after payment therefrom of all sums then
due and owing by the City under the terms of this Financing Agreement, be distributed in accordance with
Article IV of the Indenture.
Section 12.9. Complete Agreement. The Authority and the City understand that oral or
unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing
repayment of a debt including promises to extend or renew such debt are not enforceable. To protect
the Authority and the City from misunderstanding or disappointment,any agreements the Authority
and the City reach covering such matters are contained in this Financing Agreement,which is the
complete and exclusive statement of the agreement between the Authority and the City,except as the
Authority and the City may later agree in writing to modify this Financing Agreement.
-17-
Section 12.10. Severability. If any provision of this Financing Agreement, or any covenant,
stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into or taken
thereunder,or any application of such provision,is for any reason held to be illegal or invalid,such illegality
or invalidity shall not affect any other provision of this Financing Agreement or any other covenant,
stipulation,obligation,agreement,act or action,or part thereof,made,assumed,entered into,or taken,each
of which shall be construed and enforced as if such illegal or invalid portion were not contained herein.
Such illegality or invalidity of any application thereof shall not affect any,legal and valid application
thereof,and each such provision,covenant,stipulation,obligation,agreement,act or action,or part thereof,
shall be deemed to be effective,operative, made, entered into or taken in the manner and to the full extent
permitted by law.
Section 12.11. Governing Law. This Financing Agreement shall be governed by and construed
in accordance with the laws of the State of Missouri.
Section 12.12. Third Party Beneficiaries.The Trustee and the Bondowners shall be deemed to
be third party beneficiaries under this Financing Agreement.
Section 12.13. Electronic Transactions. The transaction described herein may be conducted and
related documents may be stored by electronic means. Copies,telecopies,facsimiles, electronic files and
other reproductions of original executed documents shall be deemed to be authentic and valid counterparts
of such original documents for all purposes, including the filing of any claim, action or suit in the
appropriate court of law.
[The remainder of this page intentionally left blank.]
-18-
IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
CITY OF RIVERSIDE, MISSOURI and the CITY OF RIVERSIDE, MISSOURI have caused this
instrument to be executed on their behalf all as of the date fust above written.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF
RIVERSIDE,MISSOURI
(Seal)
By:
President
ATTEST:
By:
Secretary
Financing Agreement
The Industrial Development Authority of the City of Riverside,Missouri
(Riverside Horizons hifrastructure project),Series 2017 .
S-1
CITY OF RIVERSIDE,MISSOURI
}0 6 • r r.
R �
By.
(Segl) r thleen Rose,Mayor
q o
AT � t7 d
B7
City Clerk
Financing Agreement
The Industrial Development Authority of the City of Riverside,Missouri
(Riverside Horizons Infrastructure Project),Series 2017
S-2
. y.
BOND TRUST INDENTURE
Dated as of November 1,2017
Between
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE,MISSOURI
And
UMB BANK,N.A.
as Trustee
Relating to:
$18,925,000
The Industrial Development Authority of the City of Riverside,Missouri
Industrial Development Revenue Refunding Bonds
(Riverside Horizons Infrastructure Project)
Series 2017
BOND TRUST INDENTURE
Table of Contents
Page
Parties...............................................................................................................................l
Recitals.............................................................................................................................1
GrantingClauses.............................................................................................................l
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 101. Definitions of Words and Terms.......................................................................................3
Section 102. Rules of Construction.....................................................................................................10
ARTICLE IT
THE BONDS
Section 201. Authorization,Amount and Title of Bonds.....................................................................I 1
Section 202. Authorization of Series 2017 Bonds...............................................................................l l
Section 203. Authorization of Additional Bonds.................................................................................12
Section 204. Method and Place of Payment........................................................................................14
Section 205. Form,Denomination,Numbering and Dating................................................................15
Section 206. Execution and Authentication.........................................................................................15
Section 207. Registration,Transfer and Exchange..............................................................................16
Section 208. Temporary Bonds............................................................................................................17
Section 209. Mutilated, Destroyed, Lost and Stolen Bonds................................................................17
Section 210. Cancellation of Bonds.....................................................................................................18
Section 211. Book-Entry Bonds; Securities Depository......................................................................18
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds Generally.....................................................................................19
Section 302. Redemption of Series 2017 Bonds..................................................................................19
Section 303. Election to Redeem;Notice to Trustee...........................................................................20
Section 304. Selection by Trustee of Bonds to be Redeemed..............................................................21
Section 305. Notice of Redemption.....................................................................................................21
Section 306. Deposit of Redemption Price..........................................................................................22
Section 307. Bonds Payable on Redemption Date..............................................................................22
Section 308. Bonds Redeemed in Part.................................................................................................22
(i)
ARTICLE IV
FUNDS AND ACCOUNTS AND APPLICATION OF BOND PROCEEDS AND
OTHER MONEYS
Section 401. Creation of Funds and Accounts.....................................................................................23
Section 402. Deposit of Bond Proceeds and Other Moneys................................................................24
Section403. Debt Service Fund..........................................................................................................24
Section404. Rebate Fund....................................................................................................................25
Section 405. Deposits into the Series 2017 Debt Service Reserve Fund.............................................25
Section 406. Application of Moneys in the Series 2017 Debt Service Reserve Fund
26
Section 407. Payments Due on Saturdays, Sundays and Holidays......................................................27
Section 408. Nonpresentment of Bonds..............................................................................................27
Section 409. Records and Reports of Trustee......................................................................................27
Section 410. Application of Moneys in the Sale Proceeds Account....................................................27
ARTICLE V
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 501. Moneys to be Held in Trust.............................................................................................28
Section 502. Investment of Moneys....................................................................................................28
ARTICLE VI
GENERAL COVENANTS AND PROVISIONS
Section 601. Authority to Issue Bonds and Execute Indenture...........................................................28
Section602. Limited Obligations........................................................................................................29
Section603. Payment of Bonds...........................................................................................................29
Section 604. Performance of Covenants..............................................................................................29
Section605. Inspection of Books........................................................................................................29
Section 606. Enforcement of Rights....................................................................................................29
Section 607. Amendments to the Financing Agreement......................................................................30
Section608. Tax Covenants.................................................................................................................30
Section 609. Certain Information and Opinions to be Provided to the Authority................................30
Section 610. Continuing Disclosure....................................................................................................30
ARTICLE VH
DEFAULT AND REMEDIES
Section701. Events of Default............................................................................................................31
Section 702. Acceleration of Maturity;Rescission and Annulment....................................................31
Section 703. Exercise of Remedies by the Trustee..............................................................................32
Section 704. Trustee May File Proofs of Claim ..................................................................................33
Section 705. Limitation on Suits by Bondowners...............................................................................34
Section 706. Control of Proceedings by Bondowners.........................................................................34
Section 707. Application of Moneys Collected...................................................................................35
(ii)
Section 708. Rights and Remedies Cumulative...................................................................................35
Section 709. Delay or Omission Not Waiver.......................................................................................36
Section 710. Waiver of Past Defaults..................................................................................................36
ARTICLE VIII
THE TRUSTEE
Section 801. Acceptance of Trusts;Certain Duties and Responsibilities............................................36
Section 802. Certain Rights of Trustee................................................................................................37
Section 803. Notice of Defaults...........................................................................................................38
Section 804. Compensation and Reimbursement................................................................................39
Section 805. Corporate Trustee Required; Eligibility..........................................................................40
Section 806. Resignation and Removal of Trustee..............................................................................40
Section 807. Appointment of Successor Trustee.................................................................................41
Section 808. Acceptance of Appointment by Successor......................................................................41
Section 809. Merger,Consolidation and Succession to Business........................................................42
Section 810. Co-Trustees and Separate Trustees.................................................................................42
Section 811. Designation of Paying Agents.........................................................................................43
Section812. Advances by Trustee.......................................................................................................43
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 901. Supplemental Indentures without Consent of Bondowners............................................43
Section 902. Supplemental Indentures with Consent of Bondowners.................................................44
Section 903. Execution of Supplemental Indentures...........................................................................45
Section 904. Effect of Supplemental Indentures..................................................................................45
Section 905. Reference in Bonds to Supplemental Indentures............................................................45
Section 906. City Consent to Supplemental Indentures.......................................................................45
ARTICLE X
SATISFACTION AND DISCHARGE
Section 1001. Payment,Discharge and Defeasance of Bonds...............................................................46
Section 1002. Satisfaction and Discharge of Indenture.........................................................................46
Section 1003. Rights Retained After Discharge....................................................................................47
ARTICLE XI
NOTICES,CONSENTS AND OTHER ACTS
Section1101. Notices............................................................................................................................47
Section 1102. Acts of Bondowners.......................................................................................................48
Section 1103. Form and Contents of Documents Delivered to Trustee.................................................49
Section 1104. Compliance Certificates and Opinions...........................................................................50
(iii)
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section1201. Further Assurances..........................................................................................................50
Section 1202. Immunity of Officers, Directors, Employees and Members of
Authority.....................................................................................................................50
Section 1203. Limitation on Authority Obligations...............................................................................51
Section 1204. Benefit of Indenture........................................................................................................52
Section 1205. No Pecuniary Liability....................................................................................................52
Section1206. Severability.....................................................................................................................52
Section 1207. Execution in Counterparts..............................................................................................52
Section1208. Governing Law...............................................................................................................52
Section 1209. Electronic Transactions...................................................................................................52
Signaturesand Seals......................................................................................................S-1
Exhibit A - Form of Bonds
Exhibit B - Form of Disbursement Request-Costs of Issuance Fund
(iv)
BOND TRUST INDENTURE
THIS BOND TRUST INDENTURE (the"Indenture"), dated as of November 1, 2017, between
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE,
MISSOURI, a body politic and corporate and a public instrumentality duly organized and existing under
the laws of the State of Missouri(the"Authority"),and UMB BANK,N.A.,a national banking association
duly organized and existing under the laws of the United States of America, and having its principal
corporate trust office located in the City of Kansas City,Missouri,as trustee(the"Trustee").
RECITALS
1. The Authority is authorized and empowered under the Missouri Industrial Development
Corporation Act, Chapter 349 of the Revised Statutes of Missouri, as amended("Act"), to issue revenue
bonds for the purpose of providing funds to finance and refinance the costs of certain"projects"as defined
in the Act(which includes"public facilities"as defined in the Act)and to pay certain costs related to the
issuance of such bonds.
2. The Authority has previously issued its (i) Industrial Development Revenue Bonds
(Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007A, issued in the
original principal amount of $30,265,000, and (ii) Industrial Development Revenue Bonds (Riverside
Horizons Infrastructure Project—City of Riverside,Missouri),Series 2007B,issued in the original principal
amount of$10,000,000(collectively,the"Refunded Bonds").
3. The proceeds of the Refunded Bonds were used to fund certain infrastructure costs (the
"Project") related to construction of improvements as a part of the redevelopment of an approximately
1,800 acre area in the City(the"Redevelopment Area")on the north bank of the Missouri River pursuant
to a redevelopment plan(the"Redevelopment Plan")adopted by the City under the provisions of the Real
Property Tax Increment Allocation Redevelopment Act, Sections 99.800 et seq. of the Revised Statutes of
Missouri,as amended(the"TIF Act").
4. The City of Riverside,Missouri (the"City")has requested that the Authority assist in the
refinancing of the Project and the refunding of the Refunded Bonds through the issuance under this
Indenture of the Authority's Industrial Development Revenue Refunding Bonds (Riverside Horizons
Infrastructure Project), Series 2017, in the original principal amount of$18,925,000 (the "Series 2017
Bonds"),the proceeds of which Series 2017 Bonds will be applied as described herein and in the Financing
Agreement hereinafter described to provide funds to(a)refinance the Project by refunding and redeeming
the Refunded Bonds,(b)fund a Debt Service Reserve Fund for the Series 2017 Bonds and(c)pay certain
costs related to the issuance of the Series 2017 Bonds,all as more fully described herein and in the Financing
Agreement.
5. The governing body of the Authority adopted a resolution on October 3,2017,authorizing
the Authority to issue the Series 2017 Bonds pursuant to this Indenture for the above purposes.
6. Pursuant to such resolution, the Authority is authorized (a) to execute and deliver this
Indenture for the purpose of issuing and securing the Series 2017 Bonds and any Additional Bonds
(collectively,the`Bonds")as hereinafter provided and(b)to enter into a Financing Agreement dated as of
November 1, 2017 (the "Financing Agreement"), between the Authority and the City, under which the
Authority will make the proceeds of the Series 2017 Bonds available to the City in accordance with the
provisions of the Financing Agreement to refinance the Project and refund and redeem the Refunded Bonds,
in consideration of payments to be made by the City to the Trustee which are, subject to annual
appropriation as provided therein,to be sufficient to pay the principal of,redemption premium, if any,and
interest on the Series 2017 Bonds as the same become due.
7. All things necessary to make the Series 2017 Bonds, when authenticated by the Trustee
and issued as provided in this Indenture, the valid, legal and binding obligations of the Authority, and to
constitute this Indenture a valid, legal and binding pledge and assignment of the property, rights, interests
and revenues made herein for the security of the payment of the Series 2017 Bonds, have been done and
performed, and the execution and delivery of this Indenture and the execution and issuance of the Series
2017 Bonds,subject to the terms of this Indenture,have in all respects been duly authorized.
GRANTING CLAUSES
To declare the terms and conditions upon which Bonds are to be authenticated,issued and delivered
and to secure the payment of all of the Bonds issued and Outstanding under this Indenture from time to
time according to their tenor and effect and to secure the performance and observance by the Authority of
all the covenants, agreements and conditions contained in this Indenture and in the Bonds, and in
consideration of the premises, the acceptance by the Trustee of the trusts created by this Indenture, the
purchase and acceptance of the Bonds by the owners thereof,the Authority hereby transfers in trust,pledges
and assigns to the Trustee,and hereby grants a security interest to the Trustee in, the property described in
paragraphs(a),(b)and(c)below(said property referred to herein as the"Trust Estate"):
(a) All rights,title and interest of the Authority(including,but not limited to,the right
to enforce any of the terms thereof) in, to and under (1) the Financing Agreement, including,
without limitation,all Financing Payments and other payments to be received by the Authority and
paid by the City under and pursuant to and subject to the provisions of the Financing Agreement
(except the Authority's rights to payment of its fees and expenses and to indemnification as set
forth in the Financing Agreement and as otherwise expressly set forth therein),and(2)all financing
statements or other instruments or documents evidencing, securing or otherwise relating to the use
of the proceeds of the Bonds; and
(b) All moneys and securities(except moneys and securities held in the Rebate Fund)
from time to time held by the Trustee under the terms of this Indenture; and
(c) Any and all other property(real,personal or mixed)of every kind and nature from
time to time, by delivery or by writing of any kind, pledged, assigned or transferred as and for
additional security under this Indenture by the Authority or by anyone in its behalf or with its
written consent,to the Trustee, which is hereby authorized to receive any and all such property at
any and all times and to hold and apply the same subject to the terms hereof.
The Trustee shall hold in trust and administer the Trust Estate, upon the terns and conditions set
forth in this Indenture for the equal and pro rata benefit and security of each and every owner of Bonds,
without preference, priority or distinction as to participation in the lien, benefit and protection of this
Indenture of one Bond over or from the others,except as otherwise expressly provided herein.
NOW, THEREFORE, the Authority covenants and agrees with the Trustee, for the equal and
proportionate benefit of the respective owners of the Bonds, that all Bonds are to be issued, authenticated
and delivered and the Trust Estate is to be held and applied by the Trustee,subject to the further covenants,
conditions and trusts hereinafter set forth,as follows:
-2-
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 101. Definitions of Words and Terms. For all purposes of this Indenture, except as
otherwise provided or unless the context otherwise requires, the following words and terms used in this
Indenture shall have the following meanings:
"Act" means the Missouri Industrial Development Corporation Act, Chapter 349 of the Revised
Statutes of Missouri, as from time to time amended.
"Additional Bonds" means any additional parity Bonds issued by the Authority pursuant to
Section 203 of this Indenture that stand on a parity and equality under this Indenture with the Series 2017
Bonds(except with respect to the Series 2017 Debt Service Reserve Fund).
"Additional Payments"means the Additional Payments described in Section 3.4 of the Financing
Agreement.
"Authority" means The Industrial Development Authority of the City of Riverside, Missouri
created by the Act, and its successors and assigns or any body, agency or instrumentality of the State of
Missouri succeeding to or charged with the powers, duties and functions of the Authority.
"Authority Representative" means the Chairman, Vice Chairman, President or Executive
Director of the Authority,and any other duly authorized officer of the Authority whose authority to execute
any particular instrument or take a particular action under this Indenture or the Financing Agreement shall
be evidenced by a written certificate furnished to the City and the Trustee containing the specimen signature
of such person or persons and signed on behalf of the Authority by its Chairman or Executive Director.
"Authorizing Ordinance"means Ordinance No. of the City passed on October 17,2017.
"Bond" or"Bonds" means the Series 2017 Bonds and any Additional Bonds issued pursuant to
Section 203 of this Indenture.
"Bond Issuance Date"means November,_,2017.
"Business Day"means a day on which the Trustee and any Paying Agent shall be scheduled in the
normal course of its operations to be open to the public for conduct of its banking operations.
"Cede&Co."means Cede&Co.,as nominee of The Depository Trust Company,New York,New
York.
"City"means the City of Riverside,Missouri,a city of the fourth class and political subdivision of
the State of Missouri and its successors and assigns.
"City Representative"means the Mayor,City Administrator,the Director of Finance or the City
Attorney, and any other duly authorized official of the City whose authority to execute any particular
instrument or take a particular action under this Indenture or the Financing Agreement shall be evidenced
by a written certificate furnished to the Authority and the Trustee containing the specimen signature of such
person or persons and signed on behalf of the City by the City Administrator.
-3-
"Continuing Disclosure Agreement" means the Continuing Disclosure Agreement dated as of
November 1, 2017, by and between the City and UMB Bank,N.A., as dissemination agent,for the benefit
of holders of the Bonds,as from time to time amended in accordance with the provisions thereof.
"Costs of Issuance"means issuance costs with respect to the Bonds, including but not limited to
the following:
(a) underwriter's spread (whether realized directly or derived through purchase of
Bonds at a discount below the price at which they are expected to be sold to the
public);
(b) counsel fees (including bond counsel, disclosure counsel, City's counsel, as well
as any other specialized counsel fees incurred in connection with the borrowing);
(c) financial advisor fees of any financial advisor to the Authority or the City incurred
in connection with the issuance of the Bonds;
(d) rating agency fees;
(e) trustee,escrow agent and paying agent fees;
(f) accountant fees and other expenses related to issuance of the Bonds;
(g) printing costs (for the Bonds and of the preliminary and final Official Statement
relating to the Bonds);and
(h) fees and expenses of the Authority incurred in connection with the issuance of the
Bonds.
"Costs of Issuance Fund"means the fund by that name created by Section 401 hereof.
"Debt Service Fund"means the fund by that name created by Section 401 of this Indenture.
"Debt Service Reserve Fund" means the fund by that name created by Section 401 of this
Indenture.
"Debt Service Reserve Fund Requirement" means with respect to the Series 2017 Bonds, the
amount of$1,000,000.
"Default" means any event or condition which constitutes, or with the giving of any requisite
notice or upon the passage of any requisite time period or upon the occurrence of both would constitute,an
Event of Default.
"Defeasance Obligations"means:
(a) Government Obligations which are not subject to redemption prior to maturity; or
(b) Cash (insured at all times by the Federal Deposit Insurance Corporation or
otherwise collateralized with Government Obligations).
-4-
"Environmental Regulations" means any federal, state or local law, statute, code, ordinance,
regulation, requirement or rule defining and governing dangerous, toxic or hazardous pollutants,
contaminants,chemicals,materials,or substances.
"Escrow Agent"means UMB Bank,N.A., as Trustee and Paying Agent for the Refunded Bonds.
"Escrow Agreement"means the Escrow Letter of Instructions from the City and the Authority to
the Trustee dated the date of issuance of the Series 2017 Bonds and related to the refunding of the Refunded
Bonds.
"Escrow Fund"means the fund by that name created under the Escrow Agreement and referred to
in Section 401.
"Event of Default"means any event of default as defined in Section 701 hereof.
"Event of Nonappropriation" means failure of the City to budget and appropriate on or before
the last day of any Fiscal Year,moneys sufficient to pay the Financing Payments and reasonably expected
Additional Payments due and payable during the next Fiscal Year.
"Financing"means the Authority making the proceeds of the Series 2017 Bonds available to the
City pursuant to the Financing Agreement.
"Financing Agreement"means the Financing Agreement dated as of November 1,2017,between
the Authority and the City as from time to time amended by Supplemental Financing Agreements in
accordance with the provisions of the Financing Agreement.
"Financing Payment Date"means on or before the Business Day preceding the date any payment
is due on the Series 2017 Bonds.
"Financing Payments"means the payments of principal and interest on the Financing referred to
in Section 3.2 of the Financing Agreement.
"Fiscal Year" means the City's fiscal year, which is currently July 1 to June 30, or as it may be
hereinafter defined by the City.
"Government Obligations"means the following:
(a) bonds, notes, certificates of indebtedness, treasury bills or other securities
constituting direct obligations of,or obligations the principal of and interest on which are fully and
unconditionally guaranteed by,the United States of America;and
(b) evidences of direct ownership of a proportionate or individual interest in future
interest or principal payments on specified direct obligations of, or obligations the payment of the
principal of and interest on which are unconditionally guaranteed by,the United States of America,
which obligations are held by a bank or trust company organized and existing under the laws of the
United States of America or any state thereof in the capacity of custodian in form and substance
satisfactory to the Trustee.
"Indenture" means this Bond Trust Indenture as originally executed by the Authority and the
Trustee,as from time to time amended and supplemented by Supplemental Indentures in accordance with
the provisions of this Indenture.
-5-
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, and, when
appropriate, any statutory predecessor or successor thereto, and all applicable regulations (whether
proposed, temporary or final) thereunder and any applicable official rulings, announcements, notices,
procedures and judicial determinations relating to the foregoing.
"Moody's"means Moody's Investors Service,a corporation organized and existing under the laws
of the State of Delaware,its successors and assigns,and,if such corporation shall be dissolved or liquidated
or shall no longer perform the functions of a securities rating agency, "Moody's"shall be deemed to refer
to any other nationally recognized securities rating agency designated by the Trustee.
"Net Proceeds,"when used with respect to any damage,destruction,condemnation or loss of title,
means the gross proceeds from any insurance relating to damage or destruction of any portion of the Project,
or condemnation award with respect to condemned property remaining after the payment of all fees,costs
and expenses (including attorneys' fees and any expenses of the Authority or the Trustee) incurred in the
collection of such gross proceeds.
"Officer's Certificate" means a written certificate in the form described in Section 1104 hereof
of the City by the City Representative,which certificate shall be deemed to constitute a representation of,
and shall be binding upon,the City with respect to matters set forth therein.
"Opinion of Bond Counsel"means a written opinion in the form described in Section 1104 hereof
of any legal counsel acceptable to the Authority and the Trustee who shall be nationally recognized as
expert in matters pertaining to the validity of obligations of governmental issuers and the exemption from
federal income taxation of interest on such obligations.
"Opinion of Counsel" means a written opinion in the form described in Section 1104 hereof of
any legal counsel acceptable to the City and the Trustee and, to the extent the Authority is asked to take
action in reliance thereon,the Authority,who may be an employee of or counsel to the Trustee or the City.
"Original Purchaser"means Stifel Nicolaus&Company,Incorporated,underwriter of the Series
2017 Bonds.
"Outstanding"means when used with respect to Bonds,as of the date of determination,all Bonds
theretofore authenticated and delivered under this Indenture,except:
(1) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation as provided in Section 210 of this Indenture;
(2) Bonds for whose payment or redemption money or Government Obligations in the
necessary amount has been deposited with the Trustee or any Paying Agent in trust for the owners
of such Bonds as provided in Section 1001 of this Indenture,provided that, if such Bonds are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;
(3) Bonds in exchange for or in lieu of which other Bonds have been authenticated
and delivered under this Indenture; and
(4) Bonds alleged to have been destroyed, lost or stolen which have been paid as
provided in Section 209 of this Indenture.
-6-
"Owner" or "Bondowner" means the registered owner of any Bond as recorded on the bond
registration records maintained by the Trustee.
"Participants" means those financial institutions for whom the Securities Depository effects
book-entry transfers and pledges of securities deposited with the Securities Depository, as such listing of
Participants exists at the time of such reference.
"Paying Agent"means the Trustee and any other commercial bank or trust institution organized
under the laws of any state of the United States of America or any national banking association designated
pursuant to this Indenture or any Supplemental Indenture as paying agent for any series of Bonds at which
the principal of,redemption premium, if any,and interest on such Bonds shall be payable.
"Permitted Investments"means, if and to the extent the same are at the time legal for investment
of funds held under this Indenture:
(1) cash (insured at all times by the Federal Deposit Insurance Corporation or
otherwise collateralized with obligations described in paragraph(2)below);
(2) direct obligations of(including obligations issued or held in book entry form on
the books of)the Department of Treasury of the United States of America;
(3) obligations of any of the following federal agencies which obligations represent
the full faith and credit of the United States of America, including:
- Export-Import Bank,
- Farm Credit System Financial Assistance Corporation,
- Rural Economic Community Development Administration (formerly the
Fanners Home Administration),
- General Services Administration,
- U.S. Maritime Administration,
- Small Business Administration,
- Government National Mortgage Association(GNMA),
- U.S.Department of Housing&Urban Development(FHA's),
- Federal Housing Administration,and
- Federal Financing Bank;
(4) direct obligations of any of the following federal agencies which obligations are
not fully guaranteed by the full faith and credit of the United States of America:
Senior debt obligations rated at least as high as the sovereign debt rating
of the United States by Moody's and"AAA"by Standard&Poor's issued
by the Federal National Mortgage Association(FNMA)or Federal Home
Loan Mortgage Corporation(FHLMC),
Obligations of the Resolution Funding Corporation(REFCORP),and
Senior debt obligations of the Federal Home Loan Bank System;
(5) U.S.dollar denominated deposit accounts,federal funds and banker's acceptances
with domestic commercial banks which have a rating on their short term certificates of deposit on
the date of purchase of"A-I"or"A-1+"by Standard&Poor's and"P-1"by Moody's and maturing
no more than 360 days after the date of purchase(ratings on holding companies are not considered
as the rating of the bank);
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(6) commercial paper which is rated at the time of purchase in the single highest
classification, "A-1+" by Standard& Poor's and"P-1" by Moody's and which matures not more
than 270 days after the date of purchase;
(7) investments in a money market fund rated "AAAm" or"AAAm-G" or better by
Standard&Poor's;
(8) "Pre-refunded Municipal Obligations," defined as follows: any bonds or other
obligations of any state of the United States of America or of any agency, instrumentality or local
governmental unit of any such state which are not callable at the option of the obligor prior to
maturity or as to which irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and
(A) which are rated, based on an irrevocable escrow account or fund (the
"escrow"), in the highest rating category of Standard & Poor's and Moody's or any
successors thereto; or
(B) (i) which are fully secured as to principal and interest and redemption
premium,if any,by an escrow consisting only of cash or obligations described in paragraph
(2) above, which escrow may be applied only to the payment of such principal of and
interest and redemption premium,if any,on such bonds or other obligations on the maturity
date or dates thereof or the specified redemption date or dates pursuant to such irrevocable
instructions, as appropriate,and(ii)which escrow is sufficient, as verified by a nationally
recognized independent certified public accountant, to pay principal of and interest and
redemption premium, if any, on the bonds or other obligations described in this paragraph
on the maturity date or dates thereof or on the redemption date or dates specified in the
irrevocable instructions referred to above, as appropriate; provided, however, that Pre-
refunded Municipal Obligations meeting the requirements of this subsection (B)may not
be used as Permitted Investments without the prior written approval of Standard&Poor's.
(9) general obligations of states with a rating of at least "A2/A" or higher by both
Moody's and Standard&Poor's;and
(10) investment agreements(supported by appropriate opinions of counsel)with notice
to Standard&Poor's.
The value,which shall be determined as of the end of each month, of the above investments shall
be calculated as follows:
(a) as to investments the prices of which are received by the Trustee from pricing
services utilized by it in the ordinary course of its trust business, the price received from such
services;
(b) as to certificates of deposit and bankers acceptances: the face amount thereof;and
(c) as to any investment not specified above: the value thereof established by prior
agreement between the City and the Trustee.
"Person" means any natural person, firm, association, corporation, partnership, limited liability
company,joint stock company,a joint venture,trust,unincorporated organization or firm,or a government
or any agency or political subdivision thereof or other public body.
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"Prime Rate"means,for any date of determination,the interest rate per annum publicly announced
from time to time by the Trustee as its"prime rate."
"Rebate Fund"means the fund by that name created by Section 401 hereof.
"Record Date" means the 15th day(whether or not a Business Day) of the calendar month next
preceding the month in which an interest payment on any Bond is to be made.
"Refunded Bonds"means,collectively, the Series 2007A Bonds and the Series 2007B Bonds.
"Replacement Bonds"means Bonds issued to the beneficial owners of the Bonds in accordance
with Section 211 hereof.
"Securities Depository"means,initially,The Depository Trust Company,New York,New York,
and its successors and assigns.
"Series 2007A Bonds"means the Authority's outstanding Industrial Development Revenue Bonds
(Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007A, issued in the
original principal amount of$30,265,000.
"Series 2007B Bonds"means the Authority's outstanding Industrial Development Revenue Bonds
(Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007B, issued in the
original principal amount of$10,000,000.
"Series 2017 Bonds" means the Industrial Development Revenue Refunding Bonds (Riverside
Horizons Infrastructure Project) Series 2017, aggregating the principal amount of $18,925,000, issued
pursuant to Section 202 of this Indenture.
"Standard&Poor's"means Standard&Poor's Ratings Services,a Division of The McGraw Hill
Companies,Inc.,New York,New York,and its successors and assigns,and, if such firm shall be dissolved
or liquidated or shall no longer perform the functions of a securities rating service, Standard & Poor's
shall be deemed to refer to any other nationally recognized securities rating service designated by the City,
with notice to the Authority and the Trustee.
"Supplemental Financing Agreement"means any agreement supplemental or amendatory to the
Financing Agreement entered into by the Authority and the City pursuant to Article XI of the Financing
Agreement.
"Supplemental Indenture" means any indenture supplemental or amendatory to this Indenture
entered into by the Authority and the Trustee pursuant to Article IX of this Indenture.
"Tax Compliance Agreement" means the Tax Compliance Agreement dated as of November 1,
2017,among the Authority,the City and the Trustee.
"TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections
99.800-99.865 of the Revised Statutes of Missouri,as amended.
"Transaction Documents" means this Indenture, the Bonds, the Financing Agreement, the
Official Statement relating to the Bonds, the Continuing Disclosure Agreement, the Tax Compliance
Agreement, the Escrow Agreement, the Authorizing Ordinance and any and all other documents or
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instruments that evidence or are a part of the transactions referred to in this Indenture, the Financing
Agreement or the Official Statement or contemplated by this Indenture, the Financing Agreement or the
Official Statement; and any and all future renewals and extensions or restatements of, or amendments or
supplements to, any of the foregoing; provided, however, that when the words "Transaction Documents"
are used in the context of the authorization, execution, delivery, approval or performance of Transaction
Documents by a particular party,the same shall mean only those Transaction Documents that provide for
or contemplate authorization, execution,delivery,approval or performance by such party.
"Trust Estate"means the Trust Estate described in the Granting Clauses of this Indenture.
"Trustee" means UMB Bank, N.A., Kansas City, Missouri, and its successor or successors and
any other corporation or association which at any time may be substituted in its place pursuant to and at the
time serving as trustee under this Indenture.
"Unassigned Authority's Rights"means the Authority's rights to reimbursement and payment of
its costs and expenses under Sections 3.4(e),9.4 and 9.6 of the Financing Agreement, its rights of access
under Section 6.1 of the Financing Agreement, its rights to indemnity under Section 6.2 of the Financing
Agreement,its rights to exemption from liability under Section 12.7 of the Financing Agreement,its rights
to receive notices,reports and other statements and its rights to consent to certain matters.
Section 102. Rules of Construction. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires, the following rules of construction apply in
construing the provisions of this Indenture:
(a) The terms defined in this Article include the plural as well as the singular.
(b) All accounting terms not otherwise defined herein shall have the meanings
assigned to them, and all computations herein provided for shall be made, in accordance with
generally accepted accounting principles.
(c) All references herein to "generally accepted accounting principles" refer to such
principles in effect on the date of the determination,certification,computation or other action to be
taken hereunder using or involving such terms.
(d) All references in this instrument to designated "Articles," "Sections" and other
subdivisions are to be the designated Articles, Sections and other subdivisions of this instrument as
originally executed.
(e) The words "herein,""hereof' and"hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
(f) The Article and section headings herein and in the Table of Contents are for
convenience only and shall not affect the construction hereof.
(g) Whenever an item or items are listed after the word"including,"such listing is not
intended to be a listing that excludes items not listed.
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ARTICLE H
THE BONDS
Section 201. Authorization,Amount and Title of Bonds. The Authority may issue Bonds in
series from time to time under this Indenture, but subject to the provisions of this Indenture and any
Supplemental Indenture authorizing a series of Bonds. No Bonds may be issued under this Indenture except
in accordance with the provisions of this Article. The total principal amount of Bonds,the number of Bonds
and series of Bonds that may be issued under this Indenture is not limited,except with respect to the Series
2017 Bonds as provided in Section 202 hereof,and with respect to Additional Bonds as provided in Section
203 hereof and in the Supplemental Indenture providing for the issuance thereof, and except as may be
limited by law. The several series of Bonds may differ as between series in any respect not in conflict with
the provisions of this Indenture and as may be prescribed in the Supplemental Indenture authorizing such
series. The general title of all series of Bonds authorized to be issued under this Indenture shall be
"Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project)," with such
appropriate particular project and series designation added to or incorporated in such title for the Bonds of
any particular series as the Authority may determine.
Section 202. Authorization of Series 2017 Bonds. There shall be issued under and secured by
this Indenture a series of Bonds in the aggregate principal amount of$18,925,000 for the purpose of
providing funds to make available to the City to (1)refund the Refunded Bonds, (2)fund a Debt Service
Reserve Fund for the Series 2017 Bonds, and (3) pay certain Costs of Issuance. The bonds shall be
designated "Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure
Project), Series 2017" in the principal amount of$18,925,000. The Series 2017 Bonds shall be dated
November ,2017, shall mature on May I in the years and in the respective principal amounts(subject
to prior redemption as provided in Article IH hereof), and shall bear interest at the respective rates per
annum,as follows:
SERIES 2017 SERIAL BONDS
Maturity Principal Interest
Mav 1 int Rat
2018
2019
2020
2021
2022
2023
2024
2025
The Series 2017 Bonds shall bear interest (computed on the basis of a 360-day year of twelve
30-day months) from their dated date or from the most recent interest payment date to which interest has
been paid or duly provided for,payable on May I and November I of each year,beginning on May 1,2018.
The Series 2017 Bonds shall be executed in the manner set forth herein and delivered to the Trustee
for authentication, but prior to or simultaneously with the authentication and delivery of the Series 2017
Bonds by the Trustee the following documents shall be filed with the Trustee:
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(a) A copy, certified by the Secretary or Assistant Secretary of the Authority, of the
resolution adopted by the Authority authorizing the issuance of the Series 2017 Bonds and the
execution of this Indenture, the Financing Agreement and any other Transaction Documents to
which it is a party;
(b) A copy, certified by the City Clerk of the City of the Authorizing Ordinance and
such other ordinances and resolutions adopted by the City authorizing the execution and delivery
of the Financing Agreement and any other Transaction Documents to which it is a party;
(c) An original executed counterpart of this Indenture,the Financing Agreement, the
Tax Compliance Agreement,the Escrow Agreement and the Continuing Disclosure Agreement;
(d) A request and authorization to the Trustee on behalf of the Authority,executed by
the Authority Representative, to authenticate the Series 2017 Bonds and deliver said Series 2017
Bonds to the purchasers therein identified upon payment to the Trustee, for the account of the
Authority, of the purchase price thereof. The Trustee shall be entitled to rely conclusively upon
such request and authorization as to the names of the purchasers and the amounts of such purchase
price;
(e) An Opinion of Bond Counsel,dated the date of original issuance of the Series 2017
Bonds;and
(f) Such other certificates, statements, opinions, receipts and documents required by
any of the Transaction Documents or as the Trustee shall reasonably require for the delivery of the
Series 2017 Bonds.
When the documents specified above have been filed with the Trustee, and when the Series 2017
Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver
the Series 2017 Bonds to or upon the order of the Original Purchaser thereof,but only upon payment to the
Trustee of the purchase price of the Series 2017 Bonds. The proceeds of the sale of the Series 2017 Bonds,
including accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee,and
the Trustee shall deposit and apply such proceeds as provided in Article IV hereof.
Section 203. Authorization of Additional Bonds. Additional Bonds may be issued under and
equally and ratably secured by this Indenture on a parity(except as otherwise provided in this Section)with
the Series 2017 Bonds and any other Additional Bonds at any time and from time to time,upon compliance
with the conditions set forth in this Section and in Article VII of the Financing Agreement,for any purpose
authorized under the Act.
Before any Additional Bonds are issued under the provisions of this Section, the Authority shall
adopt a resolution (1) authorizing the issuance of such Additional Bonds, fixing the principal amount
thereof and describing the purpose or purposes for which such Additional Bonds are being issued, (2)
authorizing the Authority to enter into a Supplemental Indenture for the purpose of issuing such Additional
Bonds and establishing the terms and provisions of such series of Bonds and the form of the Bonds of such
series, (3) authorizing the Authority to enter into a Supplemental Financing Agreement with the City to
provide for payments,which may be subject to annual appropriation,at least sufficient to pay the principal
of,redemption premium,if any,and interest on the Bonds then to be Outstanding(including the Additional
Bonds to be issued) as the same become due, and to extend the term of the Financing Agreement if the
maturity of any of the Additional Bonds would otherwise occur after the expiration of the term of the
Financing Agreement, and(4) providing for such other matters as are appropriate because of the issuance
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of the Additional Bonds, which matters, in the judgment of the Authority, are not prejudicial to the
Authority or the owners of the Bonds previously issued.
Such Additional Bonds shall have the same general title as the Series 2017 Bonds, except for an
identifying project, series or date,and shall be dated, shall mature on such dates, shall be numbered, shall
bear interest at such rates not exceeding the maximum rate then permitted by law payable at such times,
and shall be redeemable at such times and prices(subject to the provisions of Article III of this Indenture),
all as provided by the Supplemental Indenture authorizing the issuance of such Additional Bonds. Except
as to any difference in the date, the maturities,the rates of interest or the provisions for redemption, such
Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this
Indenture as the Series 2017 Bonds and any other Additional Bonds, provided that any Additional Bonds
shall not be entitled to the benefit of the Series 2017 Debt Service Reserve Fund.
Such Additional Bonds shall be executed in the manner set forth in Section 206 hereof and shall
be deposited with the Trustee for authentication,but prior to or simultaneously with the authentication and
delivery of such Additional Bonds by the Trustee,and as a condition precedent thereto,there shall be filed
with the Trustee the following:
(a) A copy, certified by the Secretary or Assistant Secretary of the Authority, of the
resolution adopted by the Authority authorizing the issuance of such Additional Bonds and the
execution of the Supplemental Indenture, Supplemental Financing Agreement and supplements to
any other Transaction Documents as may be necessary.
(b) A copy,certified by the City Clerk of the ordinances and/or resolutions adopted by
the City authorizing the execution and delivery of the Supplemental Financing Agreement and
supplements to any other Transaction Documents.
(c) An original executed counterpart of the Supplemental Indenture, executed by the
Authority and the Trustee, authorizing the issuance of the Additional Bonds being issued,
specifying,among other things,the terms thereof,and providing for the disposition of the proceeds
of such Additional Bonds and the Supplemental Financing Agreement.
(d) An original executed counterpart of the Supplemental Financing Agreement, if
any,executed by the City and the Authority,specifying,among other things,the principal amount,
rate of interest,maturity and terms of optional prepayment.
(e) An Officer's Certificate (1) stating that no event of default under the Financing
Agreement has occurred and is continuing and that no event has occurred and is continuing which
with the lapse of time or giving of notice, or both, would constitute such an event of default, and
(2) stating the purpose or purposes for which such Additional Bonds are being issued and
accompanied by the certificates,reports or opinions demonstrating compliance with the applicable
tests set forth in Section 7.1 of the Financing Agreement.
(f) A request and authorization to the Trustee,on behalf of the Authority,executed by
a City Representative, to authenticate the Additional Bonds and deliver said Additional Bonds to
the purchasers therein identified upon payment to the Trustee, for the account of the Authority, of
the purchase price thereof. The Trustee shall be entitled to rely conclusively upon such request and
authorization as to the names of the purchasers and the amounts of such purchase price.
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(g) If such Additional Bonds are to be insured or guaranteed by a bond insurer or other
credit enhancer,an insurance policy or other credit enhancement in each case in form or substance
satisfactory to the Authority and the City.
(h) An Opinion of Bond Counsel to the effect that all requirements for the issuance of
such Additional Bonds have been met and the issuance of such Additional Bonds will not result in
the interest on any Bonds then Outstanding becoming includible in gross income for purposes of
federal income taxation.
(i) Such other certificates, statements, receipts and documents required by any of the
Transaction Documents or as the Authority,the City or the Trustee shall reasonably require for the
delivery of the Additional Bonds.
When the documents specified above have been filed with the Trustee, and when such Additional
Bonds have been executed and authenticated as required by this Indenture, the Trustee shall deliver such
Additional Bonds to or upon the order of the purchasers thereof, but only upon payment to the Trustee of
the purchase price of such Additional Bonds. The proceeds of the sale of such Additional Bonds,including
accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee and shall be
deposited and applied by the Trustee as provided in Article IV hereof and in the Supplemental Indenture
authorizing the issuance of such Additional Bonds.
Section 204. Method and Place of Payment. The principal of, redemption premium, if any,
and interest on the Bonds shall be payable in any coin or currency of the United States of America which
on the respective dates of payment thereof is legal tender for the payment of public and private debts.
The principal of and the redemption premium, if any, on all Bonds shall be payable by check or
draft at maturity or upon earlier redemption to the Persons in whose names such Bonds are registered on
the bond register maintained by the Trustee at the maturity or redemption date thereof,upon the presentation
and surrender of such Bonds at the principal corporate trust office of the Trustee or of any Paying Agent
named in the Bonds.
The interest payable on each Bond on any interest payment date shall be paid by the Trustee to the
registered owner of such Bond as shown on the bond register at the close of business on the Record Date
for such interest, (1) by check or draft mailed to such registered owner at his address as it appear; on the
bond register or at such other address as is furnished to the Trustee in writing by such owner,or(2)at the
written request addressed to the Trustee by any owner of Bonds in the aggregate principal amount of at
least$1,000,000, by electronic transfer to such owner upon written notice to the Trustee from such owner
containing the electronic transfer instructions (which shall be in the continental United States) to which
such owner wishes to have such transfer directed and such written notice is given by such owner to the
Trustee not less than 15 days prior to the Record Date. Any such written notice for electronic transfer shall
be signed by such owner and shall include the name of the bank, its address, its ABA routing number and
the name,number and contact name related to such owner's account at such bank to which the payment is
to be credited.
Interest on any Bond that is due and payable but not paid on the date due ("Defaulted Interest")
shall cease to be payable to the owner of such Bond on the relevant Record Date and shall be payable to
the owner in whose name such Bond is registered at the close of business on a special record date (the
"Special Record Date") for the payment of such Defaulted Interest, which Special Record Date shall be
fixed in the following manner. The City shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Bond and the date of the proposed payment(which date shall be such
as will enable the Trustee to comply with the next sentence hereof), and shall deposit with the Trustee at
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the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment;money deposited with the Trustee shall be held in trust for the benefit of
the owners of the Bonds entitled to such Defaulted Interest as provided in this Section. Following receipt
of such funds the Trustee shall fix the Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the.notice of the proposed payment. The Trustee shall promptly
notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid,to each owner of a Bond entitled to such notice at the address of such
owner as it appears on the bond register not less than 10 days prior to such Special Record Date.
Subject to the foregoing provisions of this Section,each Bond delivered under this Indenture upon
transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid,and to accrue,which were carried by such other Bond and each such Bond shall bear interest from
such date,that neither gain nor loss in interest shall result from such transfer,exchange or substitution.
Section 205. Form,Denomination,Numbering and Dating. The Bonds of each series issued
under this Indenture shall be issuable as fully registered bonds without coupons in substantially the form
set forth in Exhibit B attached to this Indenture and the Supplemental Bond Indenture under which any
Additional Bonds are issued, in each case with such necessary or appropriate variations, omissions and
insertions as are permitted or required by this Indenture or any Supplemental Bond Indenture. The Bonds
may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any
applicable rules and regulations of any governmental authority or any custom,usage or requirement of law
with respect thereto.
The Series 2017 Bonds shall be issuable in the denomination of$5,000 or any integral multiple
thereof. The Bonds of each series of Additional Bonds shall be issuable in such denominations as provided
in the Supplemental Bond Indenture authorizing such series. In the absence of any such provision with
respect to the Bonds of any particular series, the Bonds of such series shall be of the denominations of
$5,000 and any integral multiple thereof.
The Series 2017 Bonds shall be numbered from R-1 consecutively upward in order of issuance or
in such other manner as the Trustee shall designate. The Bonds of each series of Additional Bonds shall be
numbered as provided in the Supplemental Bond Indenture authorizing such series. In the absence of any
such provision with respect to the Bonds of any particular series,the Bonds of such series shall be numbered
R-1 and upward or in such other manner as the Trustee shall designate.
The Series 2017 Bonds shall be dated as provided in Section 202 of this Indenture. The Bonds of
each series of Additional Bonds shall be dated as provided in the Supplemental Bond Indenture authorizing
such series of Bonds. In the absence of any such provision with respect to the Bonds of any particular
series,the Bonds of such series shall be dated the date of their original authentication and delivery.
Section 206. Execution and Authentication. The Bonds shall be executed on behalf of the
Authority by the manual or facsimile signature of its Chairman,Vice Chairman or Executive Director and
attested by the manual or facsimile signature of its Secretary or an Assistant Secretary,and shall have the
corporate seal of the Authority affixed thereto or imprinted thereon. If any officer whose manual or
facsimile signature appears on any Bonds shall cease to hold such office before the authentication and
delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes,the same
as if such person had remained in office until delivery. Any Bond may be signed by such persons as at the
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actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the
date of such Bond such persons may not have been such officers.
No Bond shall be secured by,or be entitled to any lien, right or benefit under,this Indenture or be
valid or obligatory for any purpose, unless there appears on such Bond a certificate of authentication
substantially in the form provided for in Exhibit B hereto,executed by the Trustee by manual signature of
an authorized officer or signatory of the Trustee, and such certificate upon any Bond shall be conclusive
evidence,and the only evidence,that such Bond has been duly authenticated and delivered hereunder. At
any time and from time to time after the execution and delivery of this Indenture,the Authority may deliver
Bonds executed by the Authority to the Trustee for authentication and the Trustee shall authenticate and
deliver such Bonds as in this Indenture provided and not otherwise.
Section 207. Registration,Transfer and Exchange. The Trustee shall cause to be kept at its
principal corporate trust office a register(referred to herein as the "bond register") in which, subject to
such reasonable regulations as it may prescribe,the Trustee shall provide for the registration,transfer and
exchange of Bonds as herein provided. The Trustee is hereby appointed"bond registrar"for the purpose
of registering Bonds and transfers of Bonds as herein provided.
Bonds may be transferred or exchanged only upon the bond register maintained by the Trustee as
provided in this Section. Upon surrender for transfer or exchange of any Bond at the principal corporate
trust office of the Trustee,the Authority shall execute,and the Trustee shall authenticate and deliver,in the
name of the designated transferee or transferees, one or more new Bonds of the same maturity, of any
authorized denominations and of a like aggregate principal amount.
Every Bond presented or surrendered for transfer or exchange shall(if so required by the Authority
or the Trustee,as bond registrar)be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Authority and the Trustee,as bond registrar,duly executed by the owner thereof
or his attorney or legal representative duly authorized in writing.
All Bonds surrendered upon any exchange or transfer provided for in this Indenture shall be
promptly cancelled by the Trustee and thereafter disposed of as required by applicable law.
All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the
Authority,evidencing the same debt,and entitled to the same security and benefits under this Indenture,as
the Bonds surrendered upon such transfer or exchange.
No service charge shall be made for any registration,transfer or exchange of Bonds,but the Trustee
or Securities Depository may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Bonds, and such charge shall
be paid before any such new Bond shall be delivered. The fees and charges of the Trustee for making any
transfer or exchange and the expense of any bond printing necessary to effect any such transfer or exchange
shall be paid by the City. In the event any registered owner fails to provide a correct taxpayer identification
number to the Trustee,the Trustee may impose a charge against such registered owner sufficient to pay any
governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the
Internal Revenue Code, such amount may be deducted by the Trustee from amounts otherwise payable to
such registered owner hereunder or under the Bonds.
The Trustee shall not be required(i)to transfer or exchange any Bond during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of redemption of such Bond and
ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so
selected for redemption in whole or in part, during a period beginning at the opening of business on any
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Record Date for such series of Bonds and ending at the close of business on the relevant interest payment
date therefor.
The Person in whose name any Bond shall be registered on the bond register shall be deemed and
regarded as the absolute owner thereof for all purposes,except as otherwise provided in this Indenture,and
payment of or on account of the principal of and premium, if any, and interest on any such Bond shall be
made only to or upon the order of the registered owner thereof or his legal representative, but such
registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy
and discharge the liability upon such Bond to the extent of the sum or sums so paid.
The Trustee will keep on file at its principal corporate trust office a list of the names and addresses
of the last known owners of all Bonds and the serial numbers of such Bonds held by each of such owners.
At reasonable times and under reasonable regulations established by the Trustee,the list may be inspected
and copied by the Authority, the City or the owners of 10% or more in principal amount of Bonds
Outstanding or the authorized representative thereof, provided that the ownership of such owner and the
authority of any such designated representative shall be evidenced to the satisfaction of the Trustee.
Section 208. Temporary Bonds. Pending the preparation of definitive Bonds, the Authority
may execute,and upon request of the Authority the Trustee shall authenticate and deliver,temporary Bonds
which are printed, lithographed,typewritten, or otherwise produced, in any denomination, substantially of
the tenor of the definitive Bonds in lieu of which they are issued, with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Bonds may determine, as
evidenced by their execution of such Bonds. If temporary Bonds are issued, the Authority will cause
definitive Bonds to be prepared without unreasonable delay. After the preparation of definitive Bonds,the
temporary Bonds shall be exchangeable for definitive Bonds upon surrender of the temporary Bonds at the
principal corporate trust office of the Trustee,without charge to the owner. Upon surrender for cancellation
of any one or more temporary Bonds, the Authority shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Bonds of authorized denominations. Until
so exchanged,temporary Outstanding Bonds shall in all respects be entitled to the security and benefits of
this Indenture.
Section 209. Mutilated, Destroyed, Lost and Stolen Bonds. If (i) any mutilated Bond is
surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Bond,and(ii)there is delivered to the Authority and the Trustee such security or indemnity as
may be required by either of them to save the Trustee and the Authority harmless,then, in the absence of
notice to the Trustee that such Bond has been acquired by a bona fide purchaser,the Authority shall execute
and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated,destroyed, lost or stolen Bond,a new Bond of the same series and maturity and of like tenor and
principal amount, bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due
and payable,the Authority in its discretion may, instead of issuing a new Bond,pay such Bond.
Upon the issuance of any new Bond under this Section,the Authority and the Trustee may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses connected therewith.
Every new Bond issued pursuant to this Section in lieu of any destroyed, lost or stolen Bond,shall
constitute an original additional contractual obligation of the Authority,whether or not the destroyed, lost
or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the security and
benefits of this Indenture equally and ratably with all other Outstanding Bonds.
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The provisions of this Section are exclusive and shall preclude(to the extent lawful)all other rights
and remedies with respect to the replacement or payment of mutilated,destroyed,lost or stolen Bonds.
Section 210. Cancellation of Bonds. All Bonds surrendered for payment,redemption,transfer,
exchange or replacement, if surrendered to the Trustee, shall be promptly cancelled by the Trustee, and, if
surrendered to any Paying Agent other than the Trustee,shall be delivered to the Trustee and,if not already
cancelled, shall be promptly cancelled by the Trustee. The Authority or the City may at any time deliver
to the Trustee for cancellation any Bonds previously authenticated and delivered hereunder, which the
Authority or the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be
promptly cancelled by the Trustee. No Bond shall be authenticated in lieu of or in exchange for any Bond
cancelled as provided in this Section, except as expressly provided by this Indenture. The Trustee shall
execute and deliver to the Authority and the City a certificate describing the Bonds so cancelled. All
cancelled Bonds held by the Trustee shall be destroyed and disposed of by the Trustee in accordance with
applicable record retention requirements.
Section 211. Book-Entry Bonds; Securities Depository. The Bonds shall initially be
registered to Cede& Co.,the nominee for the Securities Depository, and no beneficial owner will receive
certificates representing their respective interests in the Bonds, except in the event the Trustee issues
Replacement Bonds as provided in this Section. It is anticipated that during the term of the Bonds, the
Securities Depository will make book-entry transfers among its Participants and receive and transmit
payment of principal of,premium, if any,and interest on,the Bonds to the Participants until and unless the
Trustee authenticates and delivers Replacement Bonds to the beneficial owners as described in this Section.
If the Authority determines(1)(A)that the Securities Depository is unable to properly discharge
its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities
depository and registered clearing agency under the Securities and Exchange Act of 1934,as amended, or
(C) that the continuation of a book-entry system to the exclusion of any Bonds being issued to any
Bondowner other than the Securities Depository is no longer in the best interests of the beneficial owners
of the Bonds,or(2)if the Trustee receives written notice from Participants having interests in not less than
50%of the Bonds Outstanding,as shown on the records of the Securities Depository(and certified to such
effect by the Securities Depository), that the continuation of a book-entry system to the exclusion of any
Bonds being issued to any Bondowner other than the Securities Depository is no longer in the best interests
of the beneficial owners of the Bonds,then the Trustee shall notify the Bondowners of such determination
or such notice and of the availability of certificates to owners requesting the same, and the Trustee shall
register in the name of and authenticate and deliver Replacement Bonds to the beneficial owners or their
nominees in principal amounts representing the interest of each, making such adjustments as it may find
necessary or appropriate as to accrued interest and previous calls for redemption; provided,that in the case
of a determination under(1)(A)or(1)(B)of this paragraph,the Authority,with the consent of the Trustee,
may select a successor securities depository in accordance with the following paragraph to effect book-entry
transfers. In such event,all references to the Securities Depository herein shall relate to the period of time
when the Securities Depository or the Trustee as its agent has possession of at least one Bond. Upon the
issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by
the Securities Depository shall be deemed to be imposed upon and performed by the Trustee,to the extent
applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the Authority,
the Trustee or Bondowners are unable to locate a qualified successor of the Securities Depository in
accordance with the following paragraph, then the Trustee shall authenticate and cause delivery of
Replacement Bonds to Bondowners, as provided herein. The Trustee may rely on information from the
Securities Depository and its Participants as to the names, addresses and principal amounts held of the
beneficial owners of the Bonds. The cost of printing, registration, authentication, payment, transfer and
delivery of Replacement Bonds shall be paid for by the City.
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In the event the Securities Depository resigns, is unable to properly discharge its responsibilities,
or is no longer qualified to act as a securities depository and registered clearing agency under the Securities
and Exchange Act of 1934,as amended,the City may appoint a successor Securities Depository provided
the Trustee receives written evidence satisfactory to the Trustee with respect to the ability of the successor
Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be
a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934,
as amended, or other applicable statute or regulation that operates a securities depository upon reasonable
and customary terms. The Trustee upon its receipt of a Bond or Bonds for cancellation shall cause the
delivery of Bonds to the successor Securities Depository or its agent in appropriate denominations and form
as provided herein.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds Generally. The Bonds are subject to redemption prior to
maturity in accordance with their terms and the terms and provisions set forth in this Article. Additional
Bonds shall be subject to redemption prior to maturity in accordance with the applicable terms and
provisions contained in this Article and as may be specified in such Bonds and the Supplemental Indenture
authorizing such Bonds.
Section 302. Redemption of Series 2017 Bonds. The Series 2017 Bonds are subject to optional
and[mandatory] redemption as follows:
(a) Optional Redemption. The Series 2017 Bonds maturing on or after May 1, 20_
are subject to redemption and payment prior to maturity,at the option of the Authority,which shall
be exercised upon written direction from the City,on and after May 1,20.in whole or in part at
any time at a redemption price equal to the principal amount thereof,plus accrued interest thereon
to the redemption date.
[[(b) Mandatory Sinking Fund Redemption. The Series 2017 Bonds maturing on May 1,
20_are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory
redemption requirements of the Indenture on May 1 in each of the years and in the amounts set
forth below,at 100%of the principal amount thereof plus accrued interest to the redemption date,
without premium:
Principal
Year Amount
20 $
20
* Final Maturity
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The Series 2017 Bonds maturing on May 1,20_are subject to mandatory redemption and
payment prior to maturity pursuant to the mandatory redemption requirements of the Indenture on
May 1 in each of the years and in the amounts set forth below, at 100% of the principal amount
thereof plus accrued interest to the redemption date,without premium:
Principal
Year Amount
20 $
20
* Final Maturity
The Trustee shall, in each year in which Bonds are to be redeemed pursuant to the terms of this
subsection make timely selection of such Bonds or portions thereof to be so redeemed in $5,000 units of
principal amount in such equitable manner as the Trustee may determine and shall give notice thereof
without further instructions from the Authority or the City. At the option of the City,to be exercised on or
before the 45th day next preceding each mandatory redemption date, the City may: (1) deliver to the
Trustee for cancellation Bonds of the same maturity in the aggregate principal amount desired; or
(2)furnish to the Trustee funds,together with appropriate written instructions,for the purpose of purchasing
any of said Bonds from any owner thereof in the open market at a price not in excess of 100% of the
principal amount thereof, whereupon the Trustee shall use its best efforts to expend such funds for such
purposes to such extent as may be practical; or (3) elect to receive a credit in respect to the mandatory
redemption obligation under this subsection for any Term Bonds of the same maturity which prior to such
date have been redeemed (other than through the operation of the requirements of this subsection) and
cancelled by the Trustee and not theretofore applied as a credit against any redemption obligation under
this subsection. Each Bond so delivered or previously purchased or redeemed shall be credited at 100%of
the principal amount thereof on the obligation of the Authority to redeem Bonds of the same maturity on
the next mandatory redemption date applicable to Bonds of such maturity that is at least 45 days after receipt
by the Trustee of such instructions from the City,and any excess of such amount shall be credited on future
mandatory redemption obligations for Bonds of the same maturity in chronological order or such other
order as the City may designate, and the principal amount of Bonds of the same maturity to be redeemed
on such future mandatory redemption dates by operation of the requirements of this subsection shall be
reduced accordingly. If the City intends to exercise any option granted by the provisions of clauses(1),(2)
or(3)of this subsection,the City will,on or before the 45th day next preceding the applicable mandatory
redemption date,furnish the Trustee an Officer's Certificate indicating to what extent the provisions of said
clauses (1), (2) and (3) are to be complied with and the Bonds, in the case of its election pursuant to
clause(1), in respect to such mandatory redemption payment.]]
Section 303. Election to Redeem; Notice to Trustee. The Authority shall elect to redeem
Bonds subject to optional redemption upon receipt of a written direction of the City. In case of any
redemption at the election of the Authority,the Authority shall,at least 45 days prior to the redemption date
fixed by the Authority(unless a shorter notice shall be satisfactory to the Trustee)give written notice to the
Trustee directing the Trustee to call Bonds for redemption and give notice of redemption and specifying
the redemption date, the principal amount and maturities of Bonds to be called for redemption, the
applicable redemption price or prices and the provision or provisions of this Indenture pursuant to which
such Bonds are to be called for redemption.
The foregoing provisions of this Section shall not apply in the case of any mandatory redemption
of Bonds under this Indenture, and the Trustee shall call Bonds for redemption and shall give notice of
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redemption pursuant to such mandatory redemption requirements without the necessity of any action by the
Authority and the City and whether or not the Trustee shall hold in the Debt Service Fund moneys available
and sufficient to effect the required redemption.
Section 304. Selection by Trustee of Bonds to be Redeemed. Bonds may be redeemed only
in the principal amount of$5,000(or other authorized denomination of the Bonds of any series specified in
the Supplemental Bond Indenture authorizing such series of Bonds)or any integral multiple thereof.
If less than all Bonds of any maturity are to be redeemed,the particular Bonds to be redeemed shall
be selected by the Trustee from the Bonds of such maturity which have not previously been called for
redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions equal to $5,000 (or other minimum authorized denomination of the
Bonds of such series) of the principal of Bonds of a denomination larger than $5,000 (or such other
minimum authorized denomination).
Section 305. Notice of Redemption. Unless waived by any owner of Bonds to be redeemed,
official notice of any such redemption shall be given by the Trustee on behalf of the Authority by mailing
a copy of an official redemption notice by fust class mail,at least 20 days and not more than 60 days prior
to the redemption date to each registered owner of the Bonds to be redeemed at the address shown on the
bond register.
Following the mailing of any notice of redemption pursuant to this Section 305,the Trustee shall
promptly notify the Authority and the City in writing of the Bonds selected for redemption and, in the case
of any Bond selected for partial redemption,the principal amount thereof to be redeemed.
All official notices of redemption shall be dated and shall state:
(1) the redemption date;
(2) the redemption price;
(3) the principal amount of Bonds of the series to be redeemed and, if less than all
Bonds of a maturity of a series are to be redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts, numbers and maturity dates) of the Bonds to be
redeemed;
(4) that on the redemption date the redemption price will become due and payable
upon each such Bond or portion thereof called for redemption,and that interest thereon shall cease
to accrue from and after said date;and
(5) the place where the Bonds to be redeemed are to be surrendered for payment of the
redemption price,which place of payment shall be the principal corporate trust office of the Trustee
or other Paying Agent.
The failure of any owner of Bonds to receive notice given as provided in this Section,or any defect
therein,shall not affect the validity of any proceedings for the redemption of any Bonds. Any notice mailed
as provided in this Section shall be conclusively presumed to have been duly given and shall become
effective upon mailing,whether or not any owner receives such notice.
In addition to the foregoing notice, further notice shall be given by the Trustee on behalf of the
Authority at least 2 days before the date of mailing of such notice to the registered owners by registered or
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certified mail or overnight delivery service to all registered securities depositories then in the business of
holding substantial amounts of obligations of types comprising the Bonds and to one or more national
information services that disseminate notices of redemption of obligations such as the Bonds. Each further
notice of redemption given shall contain the information required above for an official notice of redemption
plus (i) the CUSIP numbers of all Bonds being redeemed (provided that such notice may contain a
disclaimer as to the accuracy of such numbers),(ii)the date of issue of the Bonds as originally issued,(iii)
the rate of interest borne by each Bond being redeemed,(iv)the maturity date of each Bond being redeemed,
and (v) any other descriptive information needed to identify accurately the Bonds being redeemed. No
defect in said further notice nor any failure to give all or any portion of such further notice shall in any
manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.
For so long as the Securities Depository is effecting book-entry transfers of the Bonds,the Trustee
shall provide the notices specified in this Section to the Securities Depository. It is expected that the
Securities Depository shall, in tum, notify its Participants and that the Participants, in turn, will notify or
cause to be notified the beneficial owners. Any failure on the part of the Securities Depository or a
Participant, or failure on the part of a nominee of a beneficial owner of a Bond(having been mailed notice
from the Trustee,the Securities Depository,a Participant or otherwise)to notify the beneficial owner of the
Bond so affected, shall not affect the validity of the redemption of such Bond.
Section 306. Deposit of Redemption Price. Prior to any redemption date,the Authority shall
deposit with the Trustee or with a Paying Agent, from moneys provided by the City, an amount of money
sufficient to pay the redemption price of all the Bonds which are to be redeemed on that date. Such money
shall be held in trust for the benefit of the Persons entitled to such redemption price and shall not be deemed
to be part of the Trust Estate.
Section 307. Bonds Payable on Redemption Date. Notice of redemption having been given
as aforesaid, the Bonds so to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified and from and after such date (unless the Authority shall default in the
payment of the redemption price)such Bonds shall cease to bear interest. Upon surrender of any such Bond
for redemption in accordance with said notice,such Bond shall be paid by the Authority at the redemption
price. Installments of interest with a due date on or prior to the redemption date shall be payable to the
owners of the Bonds registered as such on the relevant Record Dates according to the terms of such Bonds
and the provisions of Section 204.
Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer
of funds issued for such purpose shall bear or have enclosed the CUSIP number identifying, by issue and
maturity,the Bonds being redeemed with the proceeds of such check or other transfer.
If any Bond called for redemption shall not be so paid upon surrender thereof for redemption,or as
otherwise provided under Section 308 in lieu of surrender,the principal(and premium, if any) shall, until
paid,bear interest from the redemption date at the rate prescribed therefor in the Bond.
Section 308. Bonds Redeemed in Part. Any Bond which is to be redeemed only in part shall
be surrendered at the place of payment therefor (with, if the Authority or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Authority and the Trustee
duly executed by,the owner thereof or his attorney or legal representative duly authorized in writing),and
the Authority shall execute and the Trustee shall authenticate and deliver to the owner of such Bond,without
service charge, a new Bond or Bonds of the same series and maturity of any authorized denomination or
denominations as requested by such owner in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bond so surrendered. If the owner of any such Bond shall fail
to present such Bond to the Trustee for payment and exchange as aforesaid, said Bond shall,nevertheless,
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become due and payable on the redemption date to the extent of the$5,000(or other denomination)unit or
units of principal amount called for redemption(and to that extent only).
Subject to the approval of the Trustee,in lieu of surrender under the preceding paragraph,payment
of the redemption price of a portion of any Bond may be made directly to the registered owner thereof
without surrender thereof,if there shall have been filed with the Trustee a written agreement of such owner
and, if such owner is a nominee, the Person for whom such owner is a nominee, that payment shall be so
made and that such owner will not sell,transfer or otherwise dispose of such Bond unless prior to delivery
thereof such owner shall present such Bond to the Trustee for notation thereon of the portion of the principal
thereof redeemed or shall surrender such Bond in exchange for a new Bond or Bonds for the unredeemed
balance of the principal of the surrendered Bond.
ARTICLE IV
FUNDS AND ACCOUNTS AND
APPLICATION OF BOND PROCEEDS
AND OTHER MONEYS
Section 401. Creation of Funds and Accounts. There are hereby created and ordered to be
established in the custody of the Trustee the following special trust funds in the name of the Authority to
be designated as follows:
(a) "The Industrial Development Authority of the City of Riverside, Missouri—
Riverside Horizons Project Costs of Issuance Fund" (the "Costs of Issuance Fund"), and within
such fund separate accounts for each Series of Bonds, initially a "Series 2017 Costs of Issuance
Account";
(b) "The Industrial Development Authority of the City of Riverside, Missouri—
Riverside Horizons Project Debt Service Fund" (the "Debt Service Fund") and within such fund
separate accounts for each Series of Bonds, initially a"Series 2017 Debt Service Account,"and a
"Sales Proceeds Account,"and within each such account a subaccount for capitalized interest on
such Series,if any;
(c) The "The Industrial Development Authority of the City of Riverside, Missouri—
Riverside Horizons Project Series 2017 Debt Service Reserve Fund"(the"Series 2017 Debt Service
Reserve Fund");and
(d) "The Industrial Development Authority of the City of Riverside, Missouri—
Riverside Horizons Project Rebate Fund" (the "Rebate Fund") and within such fund separate
accounts for each Series of Bonds, initially a"Series 2017 Rebate Account".
The Trustee is authorized to establish separate accounts within such funds or otherwise segregate
moneys within such funds,on a book-entry basis or in such other manner as the Trustee may deem necessary
or convenient,or as the Trustee shall be instructed by the Authority.
In addition,the Escrow Agreement establishes the Escrow Fund to be held and administered by the
Escrow Agent in accordance with the provisions of the Escrow Agreement.
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Section 402. Deposit of Bond Proceeds and Other Moneys. The Authority,for and on behalf
of the City, shall deposit with the Trustee all of the net proceeds of the Series 2017 Bonds,and the Trustee
shall deposit and apply such proceeds,together with other moneys deposited with the Trustee,as follows:
(a) Deposit to the credit of the Series 2017 Costs of Issuance Account of the Costs of
Issuance Fund from the proceeds of the Series 2017 Bonds,the sum of$.which deposit
shall be disbursed by the Trustee from time to time, upon receipt of written disbursement requests
of the City in substantially the form of Exhibit B hereto and signed by the City Representative in
amounts equal to the amount of Costs of Issuance certified in such written requests. At such time
as the Trustee is furnished with an Officer's Certificate from the City stating that all Costs of
Issuance have been paid,and in any case not later than six months from the date of original issuance
of the Series 2017 Bonds,the Trustee shall transfer any moneys remaining in the Series 2017 Costs
of Issuance Account to the Series 2017 Debt Service Account;
(b) to the Escrow Agent for deposit in the Escrow Fund, $ from the
proceeds of the Series 2017 Bonds plus$ from funds deposited with the Escrow Agent
by the Trustee for the Refunded Bonds,on behalf of the Authority(including$ from the
funds and accounts for the Refunded Bonds),which together provide sufficient funds to prepay the
Refunded Bonds in accordance with the Escrow Agreement;and
(c) Deposit to the Series 2017 Debt Service Reserve Fund the sum of$1,000,000.
Section 403. Debt Service Fund. The Trustee shall deposit and credit to the Debt Service Fund,
as and when received, as follows:
(a) The amounts required to be deposited therein under Section 402(x) hereof, all
Financing Payments made by the City pursuant to Section 3.2 of the Financing Agreement and any
sale proceeds required to be deposited therein pursuant to Section 4.2(b) of the Financing
Agreement;
(b) Interest earnings and other income on Permitted Investments required to be
deposited in the Debt Service Fund pursuant to Section 502 hereof;
(c) Any amounts required by a Supplemental Indenture authorizing the issuance of
Additional Bonds to be deposited in the Debt Service Fund, as specified in such Supplemental
Indenture;and
(d) All other moneys received by the Trustee under and pursuant to any of the
provisions of this Indenture or the Financing Agreement or any other Transaction Document,when
accompanied by written directions from the person depositing such moneys that such moneys are
to be paid into the Debt Service Fund.
The moneys in the Debt Service Fund shall be held in trust and shall be applied solely in accordance
with the provisions of this Indenture to pay the principal of and redemption premium, if any, and interest
on the Bonds as the same become due and payable. Except as otherwise provided herein, moneys in the
Debt Service Fund shall be expended solely as follows: (a) to pay interest on the Bonds as the same
becomes due;(b)to pay principal of the Bonds as the same mature or become due and upon any mandatory
sinking fund redemption thereof,and(c)to pay principal of and redemption premium, if any,on the Bonds
as the same become due upon redemption (other than pursuant to a mandatory sinking fund redemption)
prior to maturity.
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The Trustee is authorized and directed to withdraw sufficient funds from the Debt Service Fund to
pay principal of, redemption premium, if any, and interest on the Bonds as the same become due and
payable at maturity or upon redemption and to make said funds so withdrawn available to the Trustee and
any Paying Agent for the purpose of paying said principal,redemption premium, if any,and interest.
The Trustee, upon the written instructions from the Authority given pursuant to written direction
of the City,shall use excess moneys in the Debt Service Fund to redeem all or part of the Bonds Outstanding
and to pay interest to accrue thereon prior to such redemption and redemption premium,if any,on the next
succeeding redemption date for which the required redemption notice may be given or on such later
redemption date as may be specified by the City, in accordance with the provisions of Article III hereof,
so long as the City is not in default with respect to any payments under the Financing Agreement and to the
extent said moneys are in excess of the amount required for payment of Bonds theretofore matured or called
for redemption. The City may cause such excess money in the Debt Service Fund or such part thereof or
other moneys of the City, as the City may direct,to be applied by the Trustee on a best efforts basis to the
extent practical for the purchase of Bonds in the open market for the purpose of cancellation at prices not
exceeding the principal amount thereof plus accrued interest thereon to the date of such purchase.
After payment in full of the principal of,redemption premium, if any,and interest on the Bonds(or
after provision has been made for the payment thereof as provided in Section 1001 of this Indenture),and
the fees,charges and expenses of the Trustee,any Paying Agents and the Authority,and any other amounts
required to be paid under this Indenture and the Financing Agreement, all amounts remaining in the Debt
Service Fund shall be paid to the City upon the expiration or sooner termination of the Financing
Agreement.
Section 404. Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are
required to be deposited therein pursuant to the Tax Compliance Agreement. All amounts on deposit at
any time in the Rebate Fund shall be held by the Trustee in trust to the extent required to pay rebatable
arbitrage to the United States of America, and neither the City,the Authority nor the owner of any Bonds
shall have any rights in or claim to such money. All amounts held in the Rebate Fund shall be governed by
this Section and by the Tax Compliance Agreement(which are incorporated herein by reference).
Pursuant to the Tax Compliance Agreement,the Trustee shall remit all required rebate installments
and a final rebate payment to the United States. Neither the Trustee nor the Authority shall have any
obligation to pay any amounts required to be rebated pursuant to this Section and the Tax Compliance
Agreement, other than from moneys held in the Rebate Fund created under this Indenture as provided in
this Indenture or from other moneys provided to it by the City. Any moneys remaining in the Rebate Fund
after redemption and payment of all of the Bonds and payment and satisfaction of any rebatable arbitrage
shall be withdrawn and paid jointly to the City.
The obligation to pay arbitrage rebate to the United States and to comply with all other requirements
of this Section and the Tax Compliance Agreement shall survive the defeasance or payment in full of the
Bonds until all rebatable arbitrage shall have been paid.
Section 405. Deposits into the Series 2017 Debt Service Reserve Fund. The following moneys
shall be paid over to and deposited by the Trustee into the Series 2017 Debt Service Reserve Fund, as,and
when received:
(1) From the proceeds from the sale of the Series 2017 Bonds, an amount equal to the
Series 2017 Debt Service Reserve Fund Requirement.
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(2) The amounts to be paid by the City pursuant to Section 3.4(f) of the Financing
Agreement.
(3) The earnings accrued on the investment of moneys in the Series 2017 Debt Service
Reserve Fund and required to be deposited into the Series 2017 Debt Service Reserve Fund pursuant
to Section 502.
(4) All other moneys received by the Trustee when accompanied by directions from the
person depositing such moneys that such moneys are to be paid into the Series 2017 Debt Service
Reserve Fund.
(5) Moneys from the Sales Proceeds Account as described in Section 410.
Section 406. Application of Moneys in the Series 2017 Debt Service Reserve Fund.
(a) Except as provided in Section 502 for earnings on moneys in the Series 2017 Debt Service
Reserve Fund,the moneys in the Series 2017 Debt Service Reserve Fund shall be disbursed and expended by
the Trustee, without any further authorization from the City, solely for the payment of the principal of and
interest on the Series 2017 Bonds to the extent of any deficiency in the Debt Service Fund for such purposes.
Notwithstanding the foregoing, (i)moneys in the Series 2017 Debt Service Reserve Fund may be used to
call the Series 2017 Bonds for redemption and payment prior to their stated maturity, provided all of the
Series 2017 Bonds at the time Outstanding are called for payment and funds are available to pay the same
according to their terms,and(ii)moneys in the Series 2017 Debt Service Reserve Fund shall be used to pay
and retire the last Outstanding Series 2017 Bonds unless such Series 2017 Bonds and all interest thereon
are otherwise paid. The Trustee may disburse and expend moneys from the Series 2017 Debt Service Reserve
Fund for such purpose whether or not the amount in the Series 2017 Debt Service Reserve Fund at that time
equals the Series 2017 Debt Service Reserve Fund Requirement. If the Trustee disburses or expends moneys
from the Series 2017 Debt Service Reserve Fund for the purposes stated in this paragraph,the Trustee shall
immediately notify the City of the amount necessary to restore the balance in the Series 2017 Debt Service
Reserve Fund to the Series 2017 Debt Service Reserve Fund Requirement, and the Trustee shall direct the
City to restore the deficiency in 12 equal monthly payments beginning not later than the fust Business Day
of the next calendar month, subject to the limitations on such funding contained in Section 3.5 of the
Financing Agreement.
(b) On each valuation date (as provided for in Section 502), and immediately subsequent to
any transfer of money from the Series 2017 Debt Service Reserve Fund to the Debt Service Fund as required
herein,the Trustee shall determine the value of all cash and Permitted Investments held in the Series 2017
Debt Service Reserve Fund. All such Permitted Investments shall be valued pursuant to Section 502. If the
value so determined exceeds the Series 2017 Debt Service Reserve Fund Requirement,the excess shall as
promptly as practical be transferred to Debt Service Fund pursuant to Section 502. If the value so
determined is less than the Series 2017 Debt Service Reserve Fund Requirement, the Trustee shall
immediately notify the City of the amount necessary to restore the balance in the Series 2017 Debt Service
Reserve Fund to the Series 2017 Debt Service Reserve Fund Requirement, and the Trustee shall direct the
City to restore the deficiency in 12 equal monthly payments beginning not later than the first Business Day
of the next calendar month, subject to the limitations on such funding contained in Section 3.5 of the
Financing Agreement.
(c) After payment or provision for payment in full of the principal of and interest on the Series
2017 Bonds,and the fees,charges and expenses of the Trustee and any Paying Agents and any other amounts
required to be paid under this Indenture and the Financing Agreement, all amounts remaining in the Series
2017 Debt Service Reserve Fund shall be paid to the City.
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Section 407. Payments Due on Saturdays,Sundays and Holidays. In any case where the date
of maturity of principal of, redemption premium, if any, or interest on the Bonds or the date fixed for
redemption of any Bonds shall be a day other than a Business Day,then payment of principal,redemption
premium,if any,or interest need not be made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the date fixed for redemption,and
no interest shall accrue for the period after such date.
Section 408. Nonpresentment of Bonds. In the event any Bond shall not be presented for
payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for
redemption thereof, if funds sufficient to pay such Bond shall have been made available to the Trustee,all
liability of the Authority to the owner thereof for the payment of such Bond,shall forthwith cease,determine
and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such funds in trust
in a separate trust account,without liability for interest thereon,for the benefit of the owner of such Bond,
who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part
under this Indenture or on or with respect to said Bond. If any Bond shall not be presented for payment
within four years following the date when such Bond becomes due,whether by maturity or otherwise,the
Trustee shall repay jointly to the City the funds theretofore held by it for payment of such Bond without
liability for interest thereon, and such Bond shall, subject to the defense of any applicable statute of
limitation,thereafter be an unsecured obligation of the City,and the owner thereof shall be entitled to look
only to the City for payment, and then only to the extent of the amount so repaid,and the City shall not be
liable for any interest thereon and shall not be regarded as a trustee of such money.
Section 409. Records and Reports of Trustee. The Trustee agrees to maintain such records
with respect to any and all moneys or investments held by the Trustee pursuant to the provisions of this
Indenture as are requested by the Authority. The Trustee shall furnish to the Authority and the City,
monthly on the tenth Business Day after the end of each calendar month, a report on the status of each of
the funds and accounts established under this Article which are held by the Trustee,showing the balance in
each such fund or account as of the first day of the preceding month,the total of deposits to and the total of
disbursements from each such fund or account, the dates of such deposits and disbursements, and the
balance in each such fund or account on the last day of the preceding month. The Trustee shall render an
annual accounting for each Fiscal Year ending June 30 to the Authority,the City and any Bondowner at the
expense of such Bondowner requesting the same, showing in reasonable detail all financial transactions
relating to the Trust Estate during the accounting period, including investment earnings and the balance in
any funds or accounts created by this Indenture as of the beginning and close of such accounting period.
Section 410. Application of Moneys in the Sale Proceeds Account. The Trustee shall deposit
any funds received from the City pursuant to Section 4.2(b) of the Financing Agreement in the Sale
Proceeds Account. On the 51 Business Day prior to each interest payment date on the Bonds,any amounts
then on deposit in the Sale Proceeds Account shall be transferred by the Trustee without further instruction
into the Series 2017 Debt Service Account. Prior to the date of any such transfer,the City may submit to
the Trustee the documents specified in Section 4.2(b)of the Financing Agreement and,upon receipt thereof,
the Trustee shall transfer any moneys on deposit in the Sale Proceeds Account to the City.
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ARTICLE V
SECURITY FOR DEPOSITS
AND INVESTMENT OF FUNDS
Section 501. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee
for the funds and accounts held under this Indenture, and all moneys deposited with or paid to any Paying
Agent under any provision of this Indenture shall be held by the Trustee or Paying Agent in trust and shall
be applied only in accordance with the provisions of this Indenture and the Financing Agreement,and,until
used or applied as herein provided,shall(except for moneys in the Rebate Fund)constitute part of the Trust
Estate and be subject to the lien, terms and provisions hereof and shall not be commingled with any other
funds of the Authority or the City except as provided under Section 502 hereof for investment purposes.
Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received
hereunder except to the extent such moneys are invested in Permitted Investments.
Section 502. Investment of Moneys. Moneys held in each of the funds and accounts under this
Indenture shall,pursuant to written directions of the City Representative,be invested and reinvested by the
Trustee in accordance with the provisions of this Indenture and the Tax Compliance Agreement in Permitted
Investments which mature or are subject to redemption by the owner thereof prior to the date such funds
are expected to be needed. The Trustee may rely upon the written directions of the City Representative as
to the suitability and legality of the directed investment. In the absence of direction from the City
Representative, the moneys held in each of the funds and accounts under this Indenture shall be invested
and reinvested in Permitted Investments of the type described in paragraph (7) of the definition thereof.
The Trustee may make any investments permitted by the provisions of this Section through its own bond
department or short-term investment department or that of any affiliate of the Trustee and may pool moneys
for investment purposes,except moneys held in any fund or account that are required to be yield restricted
in accordance with the Tax Compliance Agreement,which shall be invested separately.Any such Permitted
Investments shall be held by or under the control of the Trustee and shall be deemed at all times a part of
the fund or account in which such moneys are originally held. The interest accruing on each fund or account
and any profit realized from such Permitted Investments(other than any amount required to be deposited
in the Rebate Fund pursuant to Section 404 hereof)shall be credited to such fund or account,and any loss
resulting from such Permitted Investments shall be charged to such fund or account; provided that if the
amount in the Series 2017 Debt Service Reserve Fund equals the Series 2017 Debt Service Reserve
Requirement then all interest accruing thereon shall be automatically deposited into the Debt Service Fund.
The Trustee shall sell or present for redemption and reduce to cash a sufficient amount of such Permitted
Investments whenever it shall be necessary to provide moneys in any fund or account for the purposes of
such fund or account and the Trustee shall not be liable for any loss resulting from such investments.
In determining the balance in any Fund (other than the Series 2017 Debt Service Reserve Fund),
investments in such Fund shall be valued at the lower of their original cost or their fair market value as of
the most recent interest payment date. Permitted Investments in the Series 2017 Debt Service Reserve Fund
shall be valued at fair market value, exclusive of accrued interest. Investments in the Funds under this
Indenture shall be valued on each 1 and I in each year beginning
ARTICLE VI
GENERAL COVENANTS AND PROVISIONS
Section 601. Authority to Issue Bonds and Execute Indenture. The Authority covenants that
it is duly authorized under the Constitution and laws of the State of Missouri to execute this Indenture,to
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issue the Bonds and to pledge and assign the Trust Estate in the manner and to the extent herein set forth;
that all action on its part for the execution and delivery of this Indenture and the issuance of the Bonds has
been duly and effectively taken;and that the Bonds in the hands of the owners thereof are and will be valid
and enforceable obligations of the Authority according to the import thereof, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights to the extent
applicable and their enforcement may be subject to the exercise of judicial discretion in appropriate cases.
Section 602. Limited Obligations. The Bonds and the interest thereon shall be special,limited
obligations of the Authority payable (except to the extent paid out of Bond proceeds or the income from
the temporary investment thereof and under certain circumstances from insurance proceeds and
condemnation awards) solely out of the Financing Payments and other payments derived by the Authority
under the Financing Agreement (except for fees and expenses payable to the Authority, the Authority's
right to indemnification as set forth in the Financing Agreement and as otherwise expressly set forth
therein), and are secured by a transfer, pledge and assignment of and a grant of a security interest in the
Trust Estate to the Trustee and in favor of the owners of the Bonds, as provided in this Indenture. The
Bonds and interest thereon shall not be deemed to constitute a debt or liability of the State of Missouri or
of any political subdivision or body politic thereof, including the City, within the meaning of any state
constitutional provision or statutory limitation, and shall not constitute a pledge of the full faith and credit
of the State of Missouri or of any political subdivision or body politic thereof, including the City,but shall
be payable solely from the funds provided for in the Financing Agreement and in this Indenture. The
issuance of the Bonds shall not, directly, indirectly or contingently, obligate the State of Missouri or any
political subdivision or body politic thereof, including the City,to levy any form of taxation therefor or to
make any appropriation for their payment. The State of Missouri shall not in any event be liable for the
payment of the principal of, redemption premium, if any, or interest on the Bonds or for the performance
of any pledge,mortgage,obligation or agreement of any kind whatsoever which may be undertaken by the
Authority. No breach by the Authority of any such pledge,mortgage,obligation or agreement may impose
any liability, pecuniary or otherwise, upon the State of Missouri or any charge upon its general credit or
against its taxing power. The Authority has no power to tax.
Section 603. Payment of Bonds. The Authority shall duly and punctually pay,but solely from
the sources specified in this Indenture, the principal of, redemption premium, if any, and interest on the
Bonds in accordance with the terms of the Bonds and this Indenture.
Section 604. Performance of Covenants. The Authority shall(to the extent within its control)
faithfully perform at all times any and all covenants,undertakings,stipulations and provisions contained in
this Indenture, in the Bonds and in all proceedings pertaining thereto.
Section 605. Inspection of Books. The Authority covenants and agrees that all books and
documents in its possession relating to the Bonds, this Indenture and the Financing Agreement, and the
transactions relating thereto shall at all reasonable times be open to inspection by the Trustee,the City and
such accountants or other agencies as the Trustee or the City may from time to time designate. The Trustee
covenants and agrees that all books and documents in its possession relating to the Bonds, this Indenture
and the Financing Agreement, and the transactions relating thereto, including financial statements of the
City, shall be open to inspection by the Authority during business hours upon reasonable notice.
Section 606. Enforcement of Rights. The Authority agrees that the Trustee, as assignee,
transferee,pledgee, and owner of a security interest under this Indenture in its name or in the name of the
Authority may enforce all rights of the Authority and the Trustee and all obligations of the City under and
pursuant to the Financing Agreement and any other Transaction Documents for and on behalf of the
Bondowners,whether or not the Authority is in default hereunder. The Financing Agreement and all other
Transaction Documents shall be delivered to and held by the Trustee.
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Section 607. Amendments to the Financing Agreement. The Financing Agreement may only
be supplemented or amended by Supplemental Financing Agreements executed by the Authority and the
City as provided in Article XI of the Financing Agreement.
Section 608. Tax Covenants. The Authority(to the extent within its power or direction)shall
not use or permit the use of any proceeds of Bonds or any other funds of the Authority,directly or indirectly,
in any manner,and shall not take or permit to be taken any other action or actions,which would cause the
interest on any Bond to be included in gross income for federal income tax purposes.
The Authority agrees that so long as any of the Bonds remain Outstanding, it will comply with the
provisions of the Tax Compliance Agreement applicable to the Authority.
The Trustee agrees to comply with its duties as set forth in the provisions of the Tax Compliance
Agreement,and upon receipt of the Tax Compliance Agreement and any Opinion of Bond Counsel which
sets forth such requirements,to comply with the written directions of an Opinion of Counsel relating to any
statute,regulation or ruling that may apply to it as Trustee hereunder and relating to reporting requirements
or other requirements necessary to preserve the exclusion from federal gross income of the interest on the
Bonds. The Trustee from time to time,upon receipt of a written request of the Authority,may cause a firm
of attorneys, consultants or independent accountants or an investment banking firm (as selected by the
Authority)to supply the Authority,with such information as Authority may request in order to determine
in a manner reasonably satisfactory to the Authority, all matters relating to (a) the actuarial yields on the
Bonds as the same may relate to any data or conclusions necessary to verify that the Bonds are not"arbitrage
bonds"within the meaning of Section 148 of the Internal Revenue Code, and(b)compliance with rebate
requirements of Section 148(f)ofthe Internal Revenue Code. Payment for fees,charges,costs and expenses
incurred in connection with supplying the foregoing information shall be paid by the City.
The foregoing covenants of this Section shall remain in full force and effect notwithstanding the
defeasance of the Bonds pursuant to Article X of this Indenture or any other provision of this Indenture,
until the final maturity date of all Bonds Outstanding and payment thereof.
Section 609. Certain Information and Opinions to be Provided to the Authority. The
Trustee shall deliver to the Authority, promptly upon its written request to the Trustee, copies of the
financial statements and other information on file with the Trustee,that have been delivered to the Trustee
pursuant to Section 6.1 of the Financing Agreement. Each Opinion of Bond Counsel required to be
addressed and delivered to the Trustee under any provision of this Indenture shall also be addressed and
delivered to the Authority.
Section 610. Continuing Disclosure. Pursuant to Section 6.3 of the Financing Agreement,the
City has undertaken all responsibility for compliance with continuing disclosure requirements, and the
Authority shall have no liability to the owners of the Bonds or any other person with respect to S.E.C.Rule
15c2-12. Notwithstanding any other provision of this Indenture,failure of the City or the Trustee to comply
with the Continuing Disclosure Agreement shall not constitute an Event of Default; however,the Trustee
may(and,at the request of the Original Purchaser or the owners of at least 25%aggregate principal amount
of Outstanding Series 2017 Bonds, having been indemnified in accordance with Section 802(e), shall), or
any Bondowner or Beneficial Owner may,take such actions as may be necessary and appropriate,including
seeking mandate or specific performance by court order, to cause the City to comply with its obligations
under the Continuing Disclosure Agreement. For purposes of this Section,"Beneficial Owner"means any
Person which(a)has the power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, any Series 2017 Bonds (including Persons holding Series 2017 Bonds through nominees,
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depositories or other intermediaries), or(b) is treated as the owner of any Series 2017 Bonds for federal
income tax purposes.
ARTICLE VII
DEFAULT AND REMEDIES
Section 701. Events of Default. The term"event of default,"wherever used in this Indenture,
means any one of the following events(whatever the reason for such event and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,decree or order of any court
or any order,rule or regulation of any administrative or governmental body):
(a) default in the payment of any interest on any Bond when such interest becomes
due and payable;or
(b) default in the payment of the principal of(or premium, if any,on)any Bond when
the same becomes due and payable (whether at maturity, upon proceedings for redemption, by
acceleration or otherwise);or
(c) default in the performance, or breach, of any covenant or agreement of the
Authority in this Indenture (other than a covenant or agreement a default in the performance or
breach of which is specifically dealt with elsewhere in this Section),and continuance of such default
or breach for a period of 60 days after there has been given to the Authority and the City by the
Trustee or to the Authority and the City and the Trustee by the owners of at least 10% in principal
amount of the Bonds Outstanding,a written notice specifying such default or breach and requiring
it to be remedied;provided,that if such default cannot be fully remedied within such 60-day period,
but can reasonably be expected to be fully remedied, such default shall not constitute an event of
default if the Authority shall immediately upon receipt of such notice commence the curing of such
default and shall thereafter prosecute and complete the same with due diligence and dispatch;or
(d) any event of default under the Financing Agreement shall occur and is continuing
and has not been waived.
With regard to any alleged default concerning which notice is given to the City under the provisions
of this Section, the Authority hereby grants the City full authority for the account of the Authority to
perform any covenant or obligation, the nonperformance of which is alleged in said notice to constitute a
default,in the name and stead of the Authority,with full power to do any and all things and acts to the same
extent that the Authority could do and perform any such things and acts in order to remedy such default.
Section 702. Acceleration of Maturity; Rescission and Annulment. If an event of default
occurs and is continuing, the Trustee may, and shall, if requested by the owners of not less than 25% in
principal amount of the Bonds Outstanding, by written notice to the Authority and the City, declare the
principal of all Bonds Outstanding and the interest accrued thereon to be due and payable, and upon any
such declaration such principal and interest shall become immediately due and payable.
At any time after such a declaration of acceleration has been made, but before any judgment or
decree for payment of money due on any Bonds has been obtained by the Trustee as provided in this Article,
the owners of a majority in principal amount of the Bonds Outstanding may, by written notice to the
Authority,the City and the Trustee,rescind and annul such declaration and its consequences if
(a) the Authority has deposited with the Trustee a sum sufficient to pay
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(1) all overdue installments of interest on all Bonds,
(2) the principal of(and premium, if any,on)any Bonds which have become
due otherwise than by such declaration of acceleration and interest thereon at the rate
prescribed therefor in the Bonds,
(3) interest upon overdue installments of interest at the rate prescribed therefor
in the Bonds,and
(4) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel;and
(b) all events of default, other than the non-payment of the principal of Bonds which
have become due solely by such declaration of acceleration,have been cured or have been waived
as provided in Section 710 of this Indenture.
No such rescission and annulment shall affect any subsequent default or impair any right
consequent thereon.
Section 703. Exercise of Remedies by the Trustee. Upon the occurrence and continuance of
any event of default under this Indenture, unless the same is waived as provided in this Indenture, the
Trustee shall have the following rights and remedies,in addition to any other rights and remedies provided
under this Indenture or by law:
(a) Right to Bring Suit, Etc. The Trustee may pursue any available remedy at law or
in equity by suit,action,mandamus or other proceeding to enforce the payment of the principal of,
premium, if any, and interest on the Bonds Outstanding, including interest on overdue principal
(and premium, if any)and on overdue installments of interest, and any other sums due under this
Indenture,to realize on or to foreclose any of its interests or liens under this Indenture or any other
Transaction Document,to enforce and compel the performance of the duties and obligations of the
Authority as set forth in this Indenture and to enforce or preserve any other rights or interests of the
Trustee under this Indenture with respect to any of the Trust Estate or otherwise existing at law or
in equity.
(b) Exercise of Remedies at Direction of Bondowners. If requested in writing to do so
by the owners of not less than 25% in principal amount of Bonds Outstanding and if indemnified
as provided in Section 802(e)of this Indenture,the Trustee shall be obligated to exercise such one
or more of the rights and remedies conferred by this Article as the Trustee shall deem most
expedient in the interests of the Bondowners.
(c) Appointment of Receiver. Upon the filing of a suit or other commencement of
judicial proceedings to enforce the rights of the Trustee and of the Bondowners under this
Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or
receivers of the Trust Estate,pending such proceedings,with such powers as the court making such
appointment shall confer.
(d) Suits to Protect the Trust Estate. The Trustee shall have power to institute and to
maintain such proceedings as it may deem expedient to prevent any impairment of the Trust Estate
by any acts which may be unlawful or in violation of this hidenture and to protect its interests and
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the interests of the Bondowners in the Trust Estate, including power to institute and maintain
proceedings to restrain the enforcement of or compliance with any governmental enactment, rule
or order that may be unconstitutional or otherwise invalid,if the enforcement of or compliance with
such enactment, rule or order would impair the security under this Indenture or be prejudicial to
the interests of the Bondowners or the Trustee,or to intervene(subject to the approval of a court of
competent jurisdiction) on behalf of the Bondowners in any judicial proceeding to which the
Authority or the City is a party and which in the judgment of the Trustee has a substantial bearing
on the interests of the Bondowners.
(e) Enforcement Without Possession of Bonds. All rights of action under this
Indenture or any of the Bonds may be enforced and prosecuted by the Trustee without the
possession of any of the Bonds or the production thereof in any suit or other proceeding relating
thereto,and any such suit or proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust. Any recovery of judgment shall, after provision for the payment of
the reasonable compensation,expenses,disbursements and advances of the Trustee, its agents and
counsel,and subject to the provisions of Section 707 hereof,be for the equal and ratable benefit of
the owners of the Bonds in respect of which such judgment has been recovered.
(f) Restoration of Positions. If the Trustee or any Bondowner has instituted any
proceeding to enforce any right or remedy under this Indenture by suit,foreclosure,the appointment
of a receiver,or otherwise,and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Bondowner,then and in every case the
Authority, the City, the Trustee and the Bondowners shall, subject to any determination in such
proceeding,be restored to their former positions and rights under this Indenture, and thereafter all
rights and remedies ofthe Trustee and the Bondowners shall continue as though no such proceeding
had been instituted.
Section 704. Trustee May File Proofs of Claim. In case of the pendency of any receivership,
insolvency,liquidation,bankruptcy,reorganization,arrangement,adjustment,composition or other judicial
proceeding relative to the Authority or any other obligor upon the Bonds or of such other obligor or their
creditors,the Trustee(irrespective of whether the principal of the Bonds shall then be due and payable,as
therein expressed or by declaration or otherwise, and irrespective of whether the Trustee shall have made
any demand on the Authority for the payment of overdue principal, premium or interest) shall be entitled
and empowered,by intervention in such proceeding or otherwise,
(a) to file and prove a claim for the whole amount of principal (and premium, if any)
and interest owing and unpaid in respect of the Outstanding Bonds and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee(including
any claim for the reasonable compensation,expenses,disbursements and advances of the Trustee,
its agents and counsel)and of the Bondowners allowed in such judicial proceeding,and
(b) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;
and any custodian, receiver, assignee,trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Bondowner to make such payments to the Trustee,and in
the event that the Trustee shall consent to the making of such payments directly to the Bondowners,to pay
to the Trustee any amount due to it for the reasonable compensation,expenses,disbursements and advances
of the Trustee,its agents and counsel,and any other amounts due the Trustee under Section 804.
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Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Bondowner any plan of reorganization, arrangement, adjustment or
composition affecting the Bonds or the rights of any owner thereof, or to authorize the Trustee to vote in
respect of the claim of any Bondowner in any such proceeding.
Section 705. Limitation on Suits by Bondowners. No owner of any Bond shall have any right
to institute any proceeding, judicial or otherwise, under or with respect to this Indenture, or for the
appointment of a receiver or trustee or for any other remedy under this Indenture,unless:
(a) such owner has previously given written notice to the Trustee of a continuing event
of default;
(b) the owners of not less than 25% in principal amount of the Bonds Outstanding
shall have made written request to the Trustee to institute proceedings in respect of such event of
default in its own name as Trustee under this Indenture;
(c) such owner or owners have offered to the Trustee indemnity as provided in
Sections 802(e),802(k) and 804 of this Indenture against the costs, expenses and liabilities to be
incurred in compliance with such request;
(d) the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding;and
(e) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the owners of a majority in principal amount of the Outstanding
Bonds;
it being understood and intended that no one or more owners of Bonds shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the
lien of this Indenture or the rights of any other owners of Bonds,or to obtain or to seek to obtain priority or
preference over any other owners or to enforce any right under this Indenture,except in the manner herein
provided and for the equal and ratable benefit of all Outstanding Bonds.
Notwithstanding the foregoing or any other provision in this Indenture,however,the owner of any
Bond shall have the right which is absolute and unconditional to receive payment of the principal of(and
premium, if any)and interest on such Bond on the respective stated maturities expressed in such Bond(or,
in the case of redemption, on the redemption date)and nothing contained in this Indenture shall affect or
impair the right of any owner to institute suit for the enforcement of any such payment.
Section 706. Control of Proceedings by Bondowners. The owners of a majority in principal
amount of the Bonds Outstanding shall have the right, during the continuance of an event of default,
provided indemnity has been provided to the Trustee in accordance with Sections 802(e),802(k)and 804:
(a) to require the Trustee to proceed to enforce this Indenture, either by judicial
proceedings for the enforcement of the payment of the Bonds and the foreclosure of this Indenture,
or otherwise;and
(b) to direct the time,method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee under this
Indenture,provided that
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(1) such direction shall not be in conflict with any rule of law or this Indenture,
(2) the Trustee may take any other action deemed proper by the Trustee which
is not inconsistent with such direction,and
(3) the Trustee shall not determine that the action so directed would be
unjustly prejudicial to the owners not taking part in such direction.
Section 707. Application of Moneys Collected. Any moneys collected by the Trustee pursuant
to this Article (after the deductions for payment of costs and expenses of proceedings resulting in the
collection of such moneys)together with any other sums then held by the Trustee as part of the Trust Estate,
shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or interest, upon presentation of
the Bonds and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:
(a) First: To the payment of all unpaid amounts due the Trustee under Section 804
of this Indenture;
(b) Second: To the payment of the whole amount then due and unpaid upon the
Outstanding Bonds for principal(and premium, if any)and interest, in respect of which or for the
benefit of which such money has been collected, with interest(to the extent that such interest has
been collected by the Trustee or a sum sufficient therefor has been so collected and payment thereof
is legally enforceable at the respective rate or rates prescribed therefor in the Bonds) on overdue
principal(and premium, if any)and on overdue installments of interest;and in case such proceeds
shall be insufficient to pay in full the whole amount so due and unpaid upon such Bonds, then to
the payment of such principal and interest,without any preference or priority,ratably according to
the aggregate amount so due;and
(c) Third: To the payment of the remainder,if any,to the Authority or to whosoever
may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.
Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such
moneys shall be applied by it at such times, and from time to time,as the Trustee shall determine, having
due regard for the amount of such moneys available for application and the likelihood of additional moneys
becoming available for such application in the future. Whenever the Trustee shall apply such moneys, it
shall fix the date(which shall be an interest payment date unless it shall deem another date more suitable)
upon which such application is to be made and upon such date interest on the amounts of principal to be
paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of
the deposit with it of any such moneys and of the fixing of any such date, in accordance with Section 204
hereof,and shall not be required to make payment to the owner of any unpaid Bond until such Bond shall
be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.
Section 708. Rights and Remedies Cumulative. No right or remedy herein conferred upon or
reserved to the Trustee or to the Bondowners is intended to be exclusive of any other right or remedy,and
every right and remedy shall,to the extent permitted by law,be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.
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Section 709. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
owner of any Bond to exercise any right or remedy accruing upon an event of default shall impair any such
right or remedy or constitute a waiver of any such event of default or an acquiescence therein. Every right
and remedy given by this Article or by law to the Trustee, or to the Bondowners may be exercised from
time to time,and as often as may be deemed expedient, by the Trustee or by the Bondowners, as the case
may be.
Section 710. Waiver of Past Defaults. Before any judgment or decree for payment of money
due has been obtained by the Trustee as provided in this Article, the owners of a majority in principal
amount of the Bonds Outstanding may, by written notice delivered to the Trustee and the Authority, on
behalf of the owners of all the Bonds waive any past default hereunder and its consequences, except a
default
(a) in the payment of the principal of(or premium,if any)or interest on any Bond,or
(b) in respect of a covenant or provision hereof which under Article IX cannot be
modified or amended without the consent of the owner of each Outstanding Bond affected.
Upon any such waiver,such default shall cease to exist,and any event of default arising therefrom
shall be deemed to have been cured,for every purpose of this Indenture;but no such waiver shall extend to
or affect any subsequent or other default or impair any right or remedy consequent thereon.
ARTICLE VIII
THE TRUSTEE
Section 801. Acceptance of Trusts; Certain Duties and Responsibilities. The Trustee
accepts and agrees to execute the trusts imposed upon it by this Indenture, but only upon the following
terms and conditions:
(a) Except during the continuance of an event of default,
(1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read into
this Indenture against the Trustee;and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely,as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture.
(b) If an event of default has occurred and is continuing,the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent action, its own negligent failure to act,or its own willful misconduct,except that
(1) this subsection shall not be construed to limit the effect of subsection (a) of this
Section;
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(2) the Trustee shall not be liable for any error of judgment made in good faith by an
authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the owners of a majority in principal
amount of the Outstanding Bonds relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee,or exercising any trust or power conferred upon
the Trustee,under this Indenture; and
(4) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
(d) Whether or not therein expressly so provided,every provision of this Indenture relating to
the conduct or affecting the liability of or conveying rights and duties or affording protection to the Trustee,
whether in its capacity as Trustee, Paying Agent, bond registrar or any other capacity, shall be subject to
the provisions of this Article VIII.
Section 802. Certain Rights of Trustee. Except as otherwise provided in Section 801 of this
Indenture:
(a) The Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;
(b) The Trustee shall be entitled to rely upon an Officer's Certificate as to,the
sufficiency of any request or direction of the City mentioned herein,the existence or non-existence
of any fact or the sufficiency or validity of any instrument,paper or proceeding,or that a resolution
in the form therein set forth has been adopted by the governing body of the City has been duly
adopted,and is in full force and effect;
(c) Whenever in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting any action hereunder,
the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part,rely upon an Officer's Certificate;
(d) The Trustee may consult with counsel, and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken,suffered or omitted by the Trustee hereunder in good faith and in reliance thereon;
(e) Notwithstanding anything in this Indenture to the contrary, the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by this Indenture whether at
the request or direction of any of the Bondowners pursuant to this Indenture or otherwise, unless
such Bondowners or other party shall have offered to the Trustee reasonable security or indemnity
against the fees, advances, costs, expenses and liabilities(except as may result from the Trustee's
own negligence or willful misconduct), including, without limitation, such fees, advances, costs,
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expenses and liabilities associated with environmental contamination and the clean-up thereof,
which might be incurred by it in connection with such rights or powers;
(f) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Authority, personally or by agent or
attorney;
(g) The Trustee assumes no responsibility for the correctness of the recitals contained
in this Indenture and in the Bonds,except the certificate of authentication on the Bonds.The Trustee
makes no representations to the value or condition of the Trust Estate or any part thereof,or as to
the title thereto or as to the security afforded thereby or hereby, or as to the validity or sufficiency
of this Indenture or of the Bonds. The Trustee shall not be accountable for the use or application
by the Authority or the City of any of the Bonds or the proceeds thereof or of any money paid to or
upon the order of the Authority or the City under any provision of this Indenture;
(h) The Trustee, in its individual or any other capacity, may become the owner or
pledgee of Bonds and may otherwise deal with the Authority and the City with the same rights it
would have if it were not Trustee;
(i) All money received by the Trustee shall,until used or applied or invested as herein
provided,be held in trust for the purposes for which they were received. Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law or
by this Indenture. The Trustee shall be under no liability for interest on any money received by it
hereunder except as to investments authorized and directed pursuant to Section 502 of this
Indenture;
0) The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder,
(k) Notwithstanding anything elsewhere in this Indenture contained,before taking any
action under this Indenture, the Trustee may require that satisfactory indemnity be furnished to it
for the reimbursement of all reasonable costs and expenses to which it may be put and to protect it
against all liability which it may incur in or by reason of such action;
(1) The permissive right of the Trustee to do things enumerated in this Indenture shall
not be construed as a duty and the Trustee shall not be answerable for other than its negligence or
its willful misconduct; and
(m) The Trustee shall not be required to give any bond or security in respect of the
execution of the said trusts and powers or otherwise in respect to the premises.
Section 803. Notice of Defaults. The Trustee shall not be required to take notice or be deemed
to have notice of any default hereunder except failure by the Authority to cause to be made any of the
payments to the Trustee required to be made by Article IV of this Indenture, unless the Trustee shall be
specifically notified in writing of such default by the Authority, the City or the owners of at least 10% in
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principal amount of all Bonds Outstanding,and in the absence of such notice so delivered,the Trustee may
conclusively assume there is no default except as aforesaid. Within 30 days after the Trustee has received
notice of any event of default or the occurrence of any event of default hereunder of which the Trustee is
deemed to have notice the Trustee shall give written notice of such event of default by mail to the Authority,
the City and all owners of Bonds as shown on the bond register maintained by the Trustee, unless such
event of default shall have been cured or waived;provided,however,that,except in the case of a default in
the payment of the principal of(or premium, if any)or interest on any Bond,the Trustee shall be protected
in withholding such notice if and so long as the Trustee in good faith determines that the withholding of
such notice is in the interests of the Bondowners. For the purpose of this Section,the tern"default"means
any event which is,or after notice or lapse of time or both would become,an event of default as defined in
Section 801.
Section 804. Compensation and Reimbursement. The Trustee shall be entitled to payment or
reimbursement,as follows:
(a) from time to time for reasonable compensation for all ordinary services rendered
by it hereunder and extra reasonable compensation for any extraordinary services rendered(which
compensation shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust);
(b) except as otherwise expressly provided herein,upon its request, for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in accordance with any
provision of this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement or advance as
may be attributable to the Trustee's negligence or bad faith;and
(c) indemnification for any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the acceptance or administration of this
trust,including the fees,costs and expenses of its agents and counsel in defending itself against any
action, suit, demand,judgment, claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.
As contemplated under the Financing Agreement,all such payments and reimbursements shall be
made by the City with interest at the rate of interest per annum equal to the Prime Rate plus 2%.
The Trustee shall promptly notify the City in writing of any claim or action brought against the
Trustee in respect of which indemnity may be sought against the City, setting forth the particulars of such
claim or action, and the City will assume the defense thereof, including the employment of counsel
satisfactory to the Trustee and the payment of all expenses. The Trustee may employ separate counsel in
any such action and participate in the defense thereof,and the reasonable fees and expenses of such counsel
shall not be payable by the City unless such employment has been specifically authorized by the City, or
the City fails, in the judgment of the Trustee, to employ competent counsel, and such counsel fails to
actively defend such action and protect the interests of the Trustee or Bondowners.
Pursuant to the provisions of the Financing Agreement,the City has agreed to pay to the Trustee
all reasonable fees, charges, advances and expenses, including, without limitation, its agents and counsel,
of the Trustee,and the Trustee agrees to look only to the City for the payment of all reasonable fees,charges,
advances and expenses of the Trustee and any Paying Agent as provided in the Financing Agreement. The
Trustee agrees that the Authority shall have no liability for any fees,charges and expenses of the Trustee.
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As security for the payment of such compensation,expenses,reimbursements and indemnity under
this Section,the Trustee shall be secured under this Indenture by a first lien prior to the Bonds, and shall
have the right to use and apply any trust moneys held by it under Article IV hereof.
Section 805. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee
hereunder which shall be a bank or trust company organized and doing business under the laws of the
United States of America or of any state thereof, authorized under such laws to exercise corporate trust
powers, subject to supervision or examination by federal or state authority, and having a combined capital
and surplus of at least$25,000,000. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of such supervising or examining authority,then for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect specified in this Article.
Section 806. Resignation and Removal of Trustee.
(a) The Trustee may resign at any time by giving written notice thereof to the Authority, the
City and each owner of Bonds Outstanding as shown by the list of Bondowners required by this Indenture
to be kept at the office of the Trustee. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.
(b) If the Trustee has actual knowledge that it has or shall acquire any conflicting interest, it
shall, within 90 days after ascertaining that it has a conflicting interest, or within 30 days after receiving
written notice from the Authority or the City (so long as the City is not in default under the Financing
Agreement)that it has a conflicting interest,either eliminate such conflicting interest or resign in the manner
and with the effect specified in subsection(a).
(c) The Trustee may be removed at any time by an instrument or concurrent instruments in
writing delivered to the Authority and the Trustee signed by the owners of a majority in principal amount
of the Outstanding Bonds,or, so long as the City is not in default and no condition that with the giving of
notice or passage of time, or both, would constitute a default by the City under the Financing Agreement.
The Authority,the City or any Bondowner may at any time petition any court of competent jurisdiction for
the removal for cause of the Trustee.
(d) If at any time:
(1) the Trustee shall fail to comply with subsection (b) after written request therefor
by the Authority or the City,or
(2) the Trustee shall cease to be eligible under Section 805 and shall fail to resign after
written request therefor by the Authority or by any Bondowner,or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall
take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,
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then, in any such case, (A)the Authority may remove the Trustee, or(B)the City or any Bondowner may
petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.
(e) The Trustee shall give notice at the expense of the City of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event
by first-class mail,postage prepaid,to the Authority, the City and the registered owners of Bonds as their
names and addresses appear in the bond register maintained by the Trustee. Each notice shall include the
name of the successor Trustee and the address of its principal corporate trust office.
(f) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee
under Section 808.
Section 807. Appointment of Successor Trustee. If the Trustee shall resign, be removed or
become incapable of acting,or if a vacancy shall occur in the office of Trustee for any cause,the Authority,
with the written consent of the City if no event of default under the Financing Agreement has occurred and
is continuing(which consent shall not be unreasonably withheld),or the owners of a majority in principal
amount of Bonds Outstanding (if an event of default hereunder or under the Financing Agreement has
occurred and is continuing), by an instrument or concurrent instruments in writing delivered to the
Authority and the retiring Trustee, shall promptly appoint a successor Trustee. In case all or substantially
all of the Trust Estate shall be in the possession of a receiver or trustee lawfully appointed,such receiver or
trustee,by written instrument,may similarly appoint a temporary successor to fill such vacancy until a new
Trustee shall be so appointed by the Authority or the Bondowners. If,within 30 days after such resignation,
removal or incapability or the occurrence of such vacancy, a successor Trustee shall be appointed in the
manner herein provided, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment,become the successor Trustee and supersede the retiring Trustee and any temporary successor
Trustee appointed by such receiver or trustee. If no successor Trustee shall have been so appointed and
accepted appointment in the manner herein provided,any Bondowner may petition any court of competent
jurisdiction for the appointment of a successor Trustee,until a successor shall have been appointed as above
provided. The successor so appointed by such court shall immediately and without further act be
superseded by any successor appointed as above provided. Every such successor Trustee appointed
pursuant to the provisions of this Section shall be a bank or trust company in good standing under the law
of the jurisdiction in which it was created and by which it exists,meeting the eligibility requirements of this
Article.
Section 808. Acceptance of Appointment by Successor. Every successor Trustee appointed
hereunder shall execute,acknowledge and deliver to the Authority and to the retiring Trustee an instrument
accepting such appointment, and thereupon such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the estates, properties, rights, powers, trusts and duties of the
retiring Trustee and the duties and obligations of the retiring Trustee shall cease and terminate; but, on
request of the Authority or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
fees,costs and expenses,including its agents and counsel,execute and deliver an instrument conveying and
transferring to such successor Trustee upon the trusts herein expressed all the estates, properties, rights,
powers and trusts of the retiring Trustee,and shall duly assign,transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 804. Upon request of any such successor Trustee,the Authority shall execute any
and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such
estates,properties,rights,powers and trusts.
No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.
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Section 809. Merger, Consolidation and Succession to Business. Any corporation or
association into which the Trustee may be merged or with which it may be consolidated,or any corporation
or association resulting from any merger or consolidation to which the Trustee shall be a party, or any
corporation or association succeeding to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder,provided such corporation or association shall be otherwise
qualified and eligible under this Article, and shall be vested with all of the title to the whole property or
Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its
predecessor,without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Bonds shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Bonds so authenticated with the same effect as if such successor Trustee had itself authenticated
such Bonds.
Section 810. Co-Trustees and Separate Trustees. At any time or times, for the purpose of
meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be
located, or in the enforcement of any default or the exercise any of the powers, rights or remedies herein
granted to the Trustee, or any other action which may be desirable or necessary in connection therewith,
the Trustee shall have power to appoint,and, upon the written request of the Trustee or of the owners of at
least 25%in principal amount of the Bonds Outstanding,the Authority shall for such purpose join with the
Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper
to appoint,one or more Persons approved by the Trustee either to act as co-trustee,jointly with the Trustee,
of all or any part of the Trust Estate, or to act as separate trustee of any such property, in either case with
such powers as may be provided in the instrument of appointment,and to vest in such person or persons in
the capacity aforesaid, any property, title, protection, immunity, right or power deemed necessary or
desirable,subject to the other provisions of this Section. If the Authority does not join in such appointment
within 15 days after the receipt by it of a request so to do,or in case an event of default has occurred and is
continuing, the Trustee alone shall have power to make such appointment.
Should any written instrument from the Authority be required by any co-trustee or separate trustee
so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the
Authority.
Every co-trustee or separate trustee shall,to the extent permitted by law, but to such extent only,
be appointed subject to the following terms,namely:
(a) The Bonds shall be authenticated and delivered, and all rights,powers,duties and
obligations hereunder in respect of the custody of securities,cash and other personal property held
by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely,
by the Trustee;
(b) The rights, powers, duties and obligations hereby conferred or imposed upon the
Trustee in respect of any property covered by such appointment shall be conferred or imposed upon
and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee
jointly,as shall be provided in the instrument appointing such co-trustee or separate trustee,except
to the extent that under any law of any jurisdiction in which any particular act is to be performed,
the Trustee shall be incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such co-trustee or separate
trustee;
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(c) The Trustee at any time, by an instrument in writing executed by it, with the
concurrence of the Authority evidenced by a resolution, may accept the resignation of or remove
any co-trustee or separate trustee appointed under this Section,and, in case an event of default has
occurred and is continuing,the Trustee shall have power to accept the resignation of, or remove,
any such co-trustee or separate trustee without the concurrence of the Authority. Upon the written
request of the Trustee, the Authority shall join with the Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to effectuate such resignation
or removal. A successor to any co-trustee or separate trustee so resigned or removed may be
appointed in the manner provided in this Section;
(d) No co-trustee or separate trustee hereunder shall be personally liable by reason of
any act or omission of the Trustee,or any other such trustee hereunder;and
(e) Any request,demand,authorization,direction,notice,consent,waiver or other act
of Bondowners delivered to the Trustee shall be deemed to have been delivered to each such co-
trustee and separate trustee.
Section 811. Designation of Paying Agents. The Trustee is hereby designated and agrees to
act as principal Paying Agent for and in respect to the Bonds. The Authority may, in its discretion,cause
the necessary arrangements to be made through the Trustee and to be thereafter continued for the
designation of alternate Paying Agents, if any, and for the making available of funds hereunder for the
payment of the principal of, premium, if any, and interest on the Bonds of any series, or at the principal
corporate trust office of said alternate Paying Agents. In the event of a change in the office of Trustee,the
predecessor Trustee which has resigned or been removed shall cease to be trustee of any funds provided
hereunder and Paying Agent for principal of,premium,if any,and interest on the Bonds,and the successor
Trustee shall become such Trustee and Paying Agent unless a separate Paying Agent or Agents are
appointed by the Authority in connection with the appointment of any successor Trustee.
Section 812. Advances by Trustee. If the City shall fail to make any payment or perforin any
of its covenants in the Financing Agreement, the Trustee may,at any time and from time to time,use and
apply any moneys held by it under this Indenture, or make advances,to effect payment or performance of
any such covenant on behalf of the City. All moneys so used or advanced by the Trustee, together with
interest at the Prime Rate plus 2%per annum, shall be repaid by the City upon demand and such advances
shall be secured under this Indenture prior to the Bonds. For the repayment of all such advances the Trustee
shall have the right to use and apply any moneys at any time held by it under this Indenture but no such use
of moneys or advance shall relieve the City from any default under the Financing Agreement.
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 901. Supplemental Indentures without Consent of Bondowuers. Without the
consent of the owners of any Bonds,the Authority and the Trustee may from time to time enter into one or
more Supplemental Indentures for any of the following purposes:
(a) to correct or amplify the description of any property at any time subject to the lien
of this Indenture,or better to assure,convey and confirm unto the Trustee any property subject or
required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture
additional property;or
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(b) to add to the conditions, limitations and restrictions on the authorized amount,
terms or purposes of issue,authentication and delivery of Bonds or of any series of Bonds,as herein
set forth,additional conditions, limitations and restrictions thereafter to be observed; or
(c) to authorize the issuance of any series of Additional Bonds and make such other
provisions as provided in Section 203;or
(d) to evidence the appointment of a separate trustee or the succession of a new trustee
under this Indenture; or
(e) to add to the covenants of the Authority or to the rights, powers and remedies of
the Trustee for the benefit of the owners of all Bonds or to surrender any right or power herein
conferred upon the Authority;or
(f) to cure any ambiguity, to correct or supplement any provision in this Indenture
which may be inconsistent with any other provision herein or to make any other change, with
respect to matters or questions arising under this Indenture,which shall not be inconsistent with the
provisions of this Indenture,provided such action shall not materially adversely affect the interests
of the owners of the Bonds;or
(g) to modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act of 1939,
as amended,or under any similar federal statute hereafter enacted,or to permit the qualification of
the Bonds for sale under the securities laws of the United States or any state of the United States.
Section 902. Supplemental Indentures with Consent of Bondowners. With the consent of
the owners of not less than a majority in principal amount of the Bonds then Outstanding affected by such
Supplemental Indenture,the Authority and the Trustee may enter into one or more Supplemental Indentures
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the owners of the Bonds under this Indenture;
provided, however, that no such Supplemental Indenture shall, without the consent of the owner of each
Outstanding Bond affected thereby,
(a) change the stated maturity of the principal of,or any installment of interest on,any
Bond,or reduce the principal amount thereof or the interest thereon or any premium payable upon
the redemption thereof, or change any place of payment where (except as may be required in
connection with the appointment of a successor Trustee), or the coin or currency in which, any
Bond, or the interest thereon is payable,or impair the right to institute suit for the enforcement of
any such payment on or after the stated maturity thereof(or, in the case of redemption,on or after
the redemption date); or
(b) reduce the percentage in principal amount of the Outstanding Bonds, the consent
of whose owners is required for any such Supplemental Indenture,or the consent of whose owners
is required for any waiver provided for in this Indenture of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences;or
(c) modify the obligation of the Authority to make payment on or provide funds for
the payment of any Bond;or
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(d) modify any of the provisions of this Section or Section 710,except to increase any
percentage provided thereby or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the owner of each Bond affected thereby;or
(e) permit the creation of any lien ranking prior to or, except with respect to any
Additional Bonds,on a parity with the lien of this Indenture with respect to any of the Trust Estate
or terminate the lien of this Indenture on any property at any time subject hereto or deprive the
owner of any Bond of the security afforded by the lien of this Indenture.
The Trustee may in its discretion determine(which determination may be based upon the advice or
opinion of counsel)whether or not any Bonds would be affected by any Supplemental Indenture and any
such determination shall be conclusive upon the owners of all Bonds, whether theretofore or thereafter
authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in
good faith.
It shall not be necessary for the required percentage of owners of Bonds under this Section to
approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such act
shall approve the substance thereof.
Section 903. Execution of Supplemental Indentures. In executing,or accepting the additional
trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and, subject to Article VIII, shall
be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental
Indenture is authorized and permitted by and in compliance with the terms of this Indenture and that the
execution and delivery thereof will not adversely affect the exclusion from federal gross income of interest
on the Bonds. The Trustee may,but shall not be obligated to, enter into any such Supplemental Indenture
which affects the Trustee's own rights,duties or immunities under this Indenture or otherwise.
Section 904. Effect of Supplemental Indentures. Upon the execution of any Supplemental
Indenture under this Article, this Indenture shall be modified in accordance therewith and such
Supplemental Indenture shall form a part of this Indenture for all purposes; and every owner of Bonds
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.
Section 905. Reference in Bonds to Supplemental Indentures. Bonds authenticated and
delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if required
by the Trustee shall,bear a notation in form approved by the Trustee as to any matter provided for in such
Supplemental Indenture. If the Authority shall so determine,new Bonds so modified as to conform, in the
opinion of the Trustee and the Authority,to any such Supplemental Indenture may be prepared and executed
by the Authority and authenticated and delivered by the Trustee in exchange for Outstanding Bonds.
Section 906. City Consent to Supplemental Indentures. So long as the City is not in default
under the Financing Agreement, a Supplemental Indenture under this Article which affects any rights of
the City will not become effective unless and until the City consents in writing to the execution and delivery
of such Supplemental Indenture; provided that receipt by the Trustee of a Supplemental Financing
Agreement executed by the City in connection with the issuance of Additional Bonds shall be deemed to
be the consent of the City to the execution of the related Supplemental Indenture.
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ARTICLE X
SATISFACTION AND DISCHARGE
Section 1001. Payment,Discharge and Defeasance of Bonds. Bonds will be deemed to be paid
and discharged and no longer Outstanding under this Indenture and will cease to be entitled to any lien,
benefit or security of this Indenture if the Authority shall pay or provide for the payment of such Bonds in
any one or more of the following ways:
(a) by paying or causing to be paid the principal of(including redemption premium,
if any)and interest on such Bonds,as and when the same become due and payable;
(b) by delivering such Bonds to the Trustee for cancellation; or
(c) by depositing in trust with the Trustee or other Paying Agent moneys and
Defeasance Obligations in an amount, together with the income or increment to accrue thereon,
without consideration of any reinvestment thereof, sufficient to pay or redeem(when redeemable)
and discharge the indebtedness on such Bonds at or before their respective maturity or redemption
dates (including the payment of the principal of, premium, if any, and interest payable on such
Bonds to the maturity or redemption date thereof); provided that, if any such Bonds are to be
redeemed prior to the maturity thereof, notice of such redemption is given in accordance with the
requirements of this Indenture or provision satisfactory to the Trustee is made for the giving of such
notice.
The Bonds may be defeased in advance of their maturity or redemption dates only with cash or
Defeasance Obligations pursuant to subsection (c) above, subject to receipt by the Trustee of (1) a
verification report prepared by independent certified public accountants,or other verification agent and(2)
an Opinion of Bond Counsel addressed and delivered to the Trustee and the Authority to the effect that the
payment of the principal of and redemption premium, if any, and interest on all of the Bonds then
Outstanding and any and all other amounts required to be paid under the provisions of this Indenture has
been provided for in the manner set forth in this Indenture and to the effect that so providing for the payment
of any Bonds will not cause the interest on the Bonds to be included in gross income for federal income tax
purposes,notwithstanding the satisfaction and discharge of this Indenture.
The foregoing notwithstanding, the liability of the Authority in respect of such Bonds shall
continue, but the owners thereof shall thereafter be entitled to payment only out of the moneys and
Defeasance Obligations deposited with the Trustee as aforesaid.
Moneys and Defeasance Obligations so deposited with the Trustee pursuant to this Section shall
not be a part of the Trust Estate but shall constitute a separate trust fund for the benefit of the Persons
entitled thereto. Such moneys and Defeasance Obligations shall be applied by the Trustee to the payment
(either directly or through any Paying Agent,as the Trustee may determine)to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such moneys and Defeasance
Obligations have been deposited with the Trustee.
Section 1002. Satisfaction and Discharge of Indenture. This Indenture and the lien,rights and
interests created by this Indenture shall cease, determine and become null and void (except as to any
surviving rights pursuant to Section 1003 hereof)if the following conditions are met:
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(a) the principal of, premium, if any, and interest on all Bonds has been paid or is
deemed to be paid and discharged by meeting the conditions of Section 1001;
(b) all other sums payable under this Indenture with respect to the Bonds are paid or
provision satisfactory to the Trustee is made for such payment;
(c) the Trustee receives an Opinion of Bond Counsel (which may be based upon a
ruling or rulings of the Internal Revenue Service)to the effect that so providing for the payment of
any Bonds will not cause the interest on the Bonds to be included in gross income for federal
income tax purposes,notwithstanding the satisfaction and discharge of this Indenture;
(d) the Trustee receives an Opinion of Counsel to the effect that all conditions
precedent in this Section to the satisfaction and discharge of this Indenture have been complied
with; and
(e) if such Bonds are to be redeemed or final payment is to occur on a date which is
more than 90 days from the date of the deposit under this Section,the Authority and the City shall
have received (1)the report of a verification agent acceptable to and addressed to each of them,
confirming the mathematical accuracy of the calculations used to determine the sufficiency of the
moneys or Defeasance Obligations; and(2)the escrow deposit agreement
Thereupon,the Trustee shall execute and deliver to the Authority a termination statement and such
instruments of satisfaction and discharge of this Indenture as may be necessary at the written request of the
Authority,and shall pay, assign,transfer and deliver to the Authority, or other Persons entitled thereto, all
moneys,securities and other property then held by it under this Indenture as a part of the Trust Estate,other
than moneys or Defeasance Obligations held in trust by the Trustee as herein provided for the payment of
the principal of,premium, if any,and interest on the Bonds.
Section 1003. Rights Retained After Discharge. Notwithstanding the satisfaction and
discharge of this Indenture,the rights of the Trustee under Section 804 shall survive,and the Trustee shall
retain such rights, powers and duties under this Indenture as may be necessary and convenient for the
payment of amounts due or to become due on the Bonds and the registration, transfer and exchange of
Bonds as provided herein. Nevertheless, any moneys held by the Trustee or any Paying Agent for the
payment of the principal of,redemption premium, if any,or interest on any Bond remaining unclaimed for
four years after the principal of all Bonds has become due and payable, whether at maturity or upon
proceedings for redemption or by declaration as provided herein, shall then be paid to the City without
liability for interest thereon, and the owners of any Bonds not theretofore presented for payment shall
thereafter be entitled to look only to the City for payment thereof and all liability of the Trustee or any
Paying Agent or the Authority with respect to such moneys shall thereupon cease.
ARTICLE XI
NOTICES,CONSENTS AND OTHER ACTS
Section 1101. Notices. Except as otherwise provided herein, it shall be sufficient service of any
notice, request, demand, authorization, direction, consent, waiver or other paper required or permitted by
this Indenture to be made, given or furnished to or filed with the following Persons upon receipt by such
Person, if the same shall be delivered in person or duly mailed by registered or certified mail, postage
prepaid,return receipt requested,at the following addresses:
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(a) To the Authority at:
The Industrial Development Authority of the City of Riverside,Missouri
c/o City of Riverside,Missouri
2950 NW Vivion Road
Riverside,Missouri 64150
Attention: President
(b) To the Trustee at:
UMB Bank,N.A.,as Trustee
1010 Grand Boulevard,41 Floor
Kansas City,Missouri 64106
Attention: Corporate Trust Department
(c) To the City at:
City of Riverside,Missouri
City Hall
2950 NW Vivion Road
Riverside,Missouri 64150
Attention: Director of Finance
(d) To the Original Purchaser:
Stifel Nicolaus&Company,Incorporated
501 N. Broadway
St. Louis,Missouri 63102
Attention: Public Finance Department
A copy of the form of any notice from the Trustee to the Bondowners shall be given by the Trustee
to the Authority and the City.
If, because of the temporary or permanent suspension of mail service or for any other reason, it is
impossible or impractical to mail any notice in the manner herein provided,then such delivery of notice in
lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient notice.
Notice to Bondowners shall be given by first class mail at the address of the Bondowners as shown
on the bond register maintained by the Trustee,and neither the failure to receive such notice,nor any defect
in any notice so mailed,shall affect the sufficiency of such notice. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by
Bondowners shall be filed with the Trustee,but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.
Section 1102. Acts of Bondowners. Any notice, request, demand, authorization, direction,
consent, waiver or other action provided by this Indenture to be given or taken by Bondowners may be
embodied in and evidenced by one or more substantially concurrent instruments of similar tenor signed by
such Bondowners in person or by an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the
Trustee, and, where it is hereby expressly required, to the Authority and the City. Proof of execution of
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any such instrument or of a writing appointing any such agent,or of the ownership of Bonds other than the
assignment of the ownership of a Bond,shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Authority and the Trustee, if made in the following manner:
(a) The fact and date of the execution by any Person of any such instrument or writing
may be proved by the certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof, or by the affidavit of a witness of such execution.
Whenever such execution is by an officer of a corporation or a member of a partnership on behalf
of such corporation or partnership,such certificate or affidavit shall also constitute sufficient proof
of his authority.
(b) The fact and date of execution of any such instrument or writing and the authority
of any Person executing the same may also be proved in any other manner which the Trustee deems
sufficient; and the Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section.
(c) The ownership of Bonds and the amount or amounts, numbers and other
identification of such Bonds,and the date of holding the same,shall be proved by the bond register
maintained by the Trustee.
In determining whether the owners of the requisite principal amount of Bonds Outstanding have
given any request,demand,authorization,direction,notice,consent or waiver hereunder,Bonds registered
on the bond register in the name of the Authority or the City shall be disregarded and deemed not to be
Outstanding, except that in determining whether the Trustee shall be protected in relying upon any such
request,demand,authorization,direction,notice,consent or waiver,only Bonds which the Authority or the
City has identified in writing to the Trustee as being owned by the Authority or the City or an affiliate
thereof shall be so disregarded.
Any notice,request,demand,authorization,direction,consent,waiver or other action by the owner
of any Bond shall bind every future owner of the same Bond and the owner of every Bond issued upon the
transfer thereof or in exchange therefor or in lieu thereof,in respect of anything done or suffered to be done
by the Trustee or the Authority in reliance thereon, whether or not notation of such action is made upon
such Bond.
Section 1103. Form and Contents of Documents Delivered to Trustee. Whenever several
matters are required to be certified by,or covered by an opinion of,any specified Person,it is not necessary
that all such matters be certified by,or covered by the opinion of,only one such Person,or that they be so
certified or covered by only one document,but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to the other matters,and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Authority may be based, insofar as it relates to legal
matters,upon a certificate or opinion of,or representations by,counsel,unless such officer knows,or in the
exercise of reasonable care should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Authority stating that the information with respect to such factual matters is in the
possession of the Authority,unless such counsel knows,or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters are erroneous.
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Whenever any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need
not,be consolidated and form one instrument.
Wherever in this Indenture,in connection with any application or certificate or report to the Trustee,
it is provided that the Authority shall deliver any document as a condition of the granting of such
application, or as evidence of the Authority's compliance with any term hereof, it is intended that the
Trustee may rely upon the truth and accuracy of the facts and opinions stated in such document.
Section 1104. Compliance Certificates and Opinions. Upon any application or request by the
Authority to the Trustee to take any action under any provision of this Indenture,the Authority shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of counsel rendering such opinion all such conditions precedent,if any,have been complied
with,except that in the case of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition or covenant provided for
in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such
condition or covenant and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an informed opinion as to
whether or not such condition or covenant has been complied with;and
(d) a statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.
The Trustee may rely upon any such Officer's Certificate or Opinion of Counsel furnished to the
Trustee.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201. Further Assurances. The Authority shall do, execute, acknowledge and deliver
such Supplemental Indentures and such further acts, instruments, financing statements and assurances as
the Trustee may reasonably require for accomplishing the purposes of this Indenture.
Section 1202. Immunity of Officers,Directors,Employees and Members of Authority. No
recourse shall be had for the payment of the principal of or redemption premium, if any,or interest on any
of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in
this Indenture against any past, present or future officer, director, member, employee or agent of the
Authority,or of any successor public corporation,either directly or through the Authority or any successor
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public corporation, under any rule of law or equity, statute or constitution, or by the enforcement of any
assessment or penalty or otherwise, and all such liability of any such officers, directors, members,
employees or agents as such is hereby expressly waived and released as a condition of and consideration
for the execution of this Indenture and the issuance of Bonds.
Section 1203. Limitation on Authority Obligations. Any other term or provision in this
Indenture or in any other Transaction Documents or elsewhere to the contrary notwithstanding:
(a) Any and all obligations (including without limitation, fees, claims, demands,
payments, damages, liabilities, penalties, assessments and the like) of or imposed upon the
Authority or its members,officers,agents,employees,representatives,advisors or assigns,whether
under this Indenture or any of the other Transaction Documents or elsewhere and whether arising
out of or based upon a claim or claims of tort,contract,misrepresentation,or any other or additional
legal theory or theories whatsoever (collectively the "Obligations"), shall in all events be
absolutely limited obligations and liabilities,payable solely out of the following, if any,available
at the time the Obligation in question is asserted:
(1) Bond proceeds and investments therefrom;and
(2) Payments derived from the Bonds, this Indenture (including the Trust
Estate to the extent provided in this Indenture), the Financing Agreement(except for the
fees and expenses of the Authority and the Authority's right to indemnification under the
Financing Agreement under certain circumstances and as otherwise expressly set forth
therein);
(the above provisions (1) and (2) being collectively referred to as the "exclusive sources of the
Obligations").
(b) The Obligations shall not be deemed to constitute a debt or liability of the State of
Missouri or of any political subdivision thereof within the meaning of any state constitutional
provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the
State of Missouri or of any political subdivision thereof, but shall be payable solely from and out
of the exclusive sources of the Obligations and shall otherwise impose no liability whatsoever,
primary or otherwise,upon the State of Missouri or any political subdivision thereof or any charge
upon their general credit or taxing power.
(c) In no event shall any member, officer, agent,employee, representative or advisor
of the Authority, or any successor or assign of any such person or entity, be liable, personally or
otherwise, for any Obligation.
(d) In no event shall this Indenture be construed as:
(1) depriving the Authority of any right or privilege;or
(2) requiring the Authority or any member, officer, agent, employee,
representative or advisor of the Authority to take or omit to take,or to permit or suffer the
taking of,any action by itself or by anyone else;
which deprivation or requirement would violate or result in the Authority's being in violation of
the Act or any other applicable state or federal law.
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Section 1204. Benefit of Indenture. This Indenture shall inure to the benefit of and shall be
binding upon the Authority and the Trustee and their respective successors and assigns, subject,however,
to the limitations contained herein. With the exception of rights expressly conferred in this Indenture,
nothing in this Indenture or in the Bonds,express or implied,shall give to any Person,other than the parties
hereto and their successors and assigns hereunder, any separate trustee or co-trustee appointed under
Section 810 and the owners of Outstanding Bonds, any benefit or any legal or equitable right, remedy or
claim under this Indenture.
Section 1205. No Pecuniary Liability. All covenants, obligations and agreements of the City
herein shall be effective to the extent authorized and permitted by law. No such covenant, obligation or
agreement herein shall be deemed to be a covenant, obligation or agreement of any present or future
councilmember, commissioner, director, officer, agent or employee of the City other than in their official
capacity.
Section 1206. Severability. If any provision in this Indenture or in the Bonds shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 1207. Execution in Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
Section 1208. Governing Law. This Indenture shall be governed by and construed in accordance
with the laws of the State of Missouri.
Section 1209. Electronic Transactions.The transaction described herein may be conducted and
related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and
other reproductions of original executed documents shall be deemed to be authentic and valid counterparts
of such original documents for all purposes, including the filing of any claim, action or suit in the
appropriate court of law.
[The remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF,the Authority and the Trustee have caused this Bond Trust Indenture
to be duly executed, and their respective corporate seals to be hereunto affixed and attested,by their duly
authorized officers,all as of the day and year first above written.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF
RIVERSIDE,MISSOURI
[SEAL]
By:
ATTEST: President
By:
Secretary
Bond Trust Indenture
The Industrial Development Authority of the City of Riverside,Missouri
(Riverside Horizons Infrastructure Project),Series 2017
S-1
UMB BANK,N.A.,as Trustee
By:
[SEAL] Name:
Title:
ATTEST:
By:
Name:
Title:
Bond Trust Indentme
The Industrial Development Authority of the City of Riverside,Missouri
(Riverside Horizons Infrastructure Project),Series 2017
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EXHIBIT A
TO BOND TRUST INDENTURE
(FORM OF SERIES 2017 BONDS)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,A NEW YORK
CORPORATION (-DTC-), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE& CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO.,HAS AN INTEREST HEREIN.
UNITED STATES OF AMERICA
STATE OF MISSOURI
Registered Registered
No.R- $
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF RIVERSIDE,MISSOURI
INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BOND
(RIVERSIDE HORIZONS INFRASTRUCTURE PROJECT—
CITY OF RIVERSIDE,MISSOURI)
SERIES 2017
Interest Rate Maturity Date Dated Date CUSIP
_% May_,2017
Registered Owner: CEDE &CO. Taxpayer I.D.No. 13-2555119
Principal Amount: DOLLARS
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE,
MISSOURI,a body politic and corporate and a public instrumentality(the"Authority"),for value received,
promises to pay, but solely from the sources herein specified to the registered owner named above, or
registered assigns, the principal amount stated above on the maturity date stated above, except as the
provisions herein set forth with respect to redemption prior to maturity may become applicable hereto,and
in like manner to pay interest on said principal amount at the interest rate per annum stated above(computed
on the basis of a 360-day year of twelve 30-day months) from the date of Bonds stated above or from the
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most recent interest payment date to which interest has been paid or duly provided for, payable semi-
annually on each May 1 and November 1, beginning on November 1,2016, until said principal amount is
paid.
Method and Place of Payment. The principal of and interest on this Bond shall be payable in any
coin or currency of the United States of American which on the respective dates of payment thereof is legal
tender for the payment of public and private debts. The principal of and redemption premium, if any, on
this Bond shall be payable by check or draft to the registered owner at the maturity or redemption date upon
presentation and surrender of this Bond at the principal corporate trust office of UMB BANK,N.A.,in the
City of Kansas City, Missouri(the"Trustee"). The interest payable on this Bond on any interest payment
date shall be paid by the Trustee to the registered owner of this Bond appearing on the bond register
maintained by the Trustee at the close of business on the Record Date for such interest,which shall be the
15th day(whether or not a business day)of the calendar month next preceding such interest payment date
and shall be paid by(1) check or draft of the Trustee mailed to such registered owner at his address as it
appears on such bond register or at such other address furnished in writing by such registered owner to the
Trustee, or (2) at the written request addressed to the Trustee by any registered owner of Bonds in the
aggregate principal amount of at least$1,000,000,by electronic transfer to the bank for credit to the ABA
routing number and account number filed with the Trustee no later than 15 days preceding the Record Date.
Any such written notice for electronic transfer shall be signed by such owner and shall include the name of
the bank, its address, its ABA routing number and the name, number and contact name related to such
owner's account at such bank to which the payment is to be credited.
Limited Obligations. The Bonds and the interest thereon are special, limited obligations of the
Authority payable solely out of Financing Payments(as defined in the Indenture)derived by the Authority
under the Financing Agreement and are secured by a pledge and assignment of such Financing Payments
and other funds as provided in the Indenture. The Bonds shall not be deemed to constitute a debt or liability
of the State of Missouri or of any political subdivision thereof within the meaning of any state constitutional
provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the State of
Missouri or of any political subdivision thereof,but shall be payable solely from the funds provided for in
the Financing Agreement and the Indenture. The issuance of the Bonds shall not directly or indirectly
obligate the State of Missouri, any political subdivision thereof, the Authority or its officers, directors or
employees to provide any funds for the payment of such Bonds. The issuance of the Bonds shall not,
directly, indirectly or contingently, obligate the State of Missouri or any political subdivision thereof to
levy any form of taxation therefor or to make any appropriation for their payment. The State of Missouri
shall not in any event be liable for the payment of the principal of,premium,if any,or interest on the Bonds
or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which
may be undertaken by the Authority. No breach by the Authority of any such pledge,mortgage,obligation
or agreement may impose any liability, pecuniary or otherwise, upon the State of Missouri or any charge
upon its general credit or its taxing power. The Authority has no power to tax.
Authorization of Bonds. This Bond is one of a duly authorized series of bonds of the Authority
designated "Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure
Project), Series 2017," in the aggregate principal amount of$18,925,000(the"Bonds"),issued pursuant to
the authority of and in full compliance with the Constitution and statutes of the State of Missouri,including
particularly Chapter 349,as amended, and pursuant to proceedings duly had by the Authority. The Bonds
are issued under and are equally and ratably secured and entitled to the protection given by a Bond Trust
Indenture dated as of November 1, 2017 (said Bond Trust Indenture, as amended and supplemented from
time to time in accordance with the provisions thereof,herein called the"Indenture"),between the Authority
and the Trustee, for the purpose of making funds available to the City of Riverside, Missouri(the"City")
to provide funds for the purposes described in the Indenture. The funds will be made available pursuant to
a Financing Agreement dated as of November 1, 2017 (said Financing Agreement, as amended and
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supplemented from time to time in accordance with the provisions thereof, herein called the "Financing
Agreement"), between the Authority and the City. Under the Indenture, the Authority has pledged and
assigned certain of its rights under the Financing Agreement, including the right to receive all Financing
Payments thereunder,to the Trustee as security for the Bonds. Reference is hereby made to the Indenture
for a description of the property pledged and assigned thereunder, and the provisions, among others, with
respect to the nature and extent of the security for the Bonds, and the rights, duties and obligations of the
Authority, the Trustee and the registered owners of the Bonds, and a description of the terms upon which
the Bonds are issued and secured,upon which provision for payment of the Bonds or portions thereof and
defeasance of the lien of the Indenture with respect thereto may be made and upon which the Indenture may
be deemed satisfied and discharged prior to payment of the Bonds. Under the circumstances and upon
satisfaction of the conditions set forth in the Indenture, additional bonds,on a parity with the Bonds, may
be issued.
Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity as follows:
Optional Redemption. The Bonds maturing on or after May 1, 20_are subject to redemption and
payment prior to maturity, at the option of the Authority, which shall be exercised upon written direction
from the City,on and after May 1,20. in whole or in part at any time at a redemption price equal to the
principal amount thereof,plus accrued interest thereon to the redemption date.
[Mandatory Sinking Fund Redemption. The Bonds maturing on May 1,20.and May 1,20_are
subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption
requirements of the Indenture on May 1 in each of the years specified in the Indenture, at a redemption
price equal to 100% of the principal amount thereof plus accrued interest thereon to the redemption date,
without premium. Bonds to be so redeemed shall be selected by the Trustee in such equitable manner as it
may determine.]
Notice of Redemption. Notice of redemption, unless waived, is to be given by the Trustee by
mailing an official redemption notice by registered,certified or first class mail at least 30 days and not more
than 60 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be
redeemed at the address shown on the bond register maintained by the Trustee. Notice of redemption
having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption
date,become due and payable at the redemption price therein specified and from and after such date(unless
the Authority shall default in the payment of the redemption price) such Bonds or portions of Bonds shall
cease to bear interest.
Book-Entry System. The Bonds are being issued by means of a book-entry system with no
physical distribution of bond certificates to be made except as provided in the Indenture. One Bond
certificate with respect to each date on which the Bonds are stated to mature or with respect to each form
of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be
deposited with the Securities Depository and immobilized in its custody or in the custody of the Trustee as
the Securities Depository's "FAST" agent. The book-entry system will evidence positions held in the
Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized
denominations being evidenced in the records of such participants. Transfers of ownership shall be effected
on the records of the Securities Depository and its participants pursuant to rules and procedures established
by the Securities Depository and its participants. The Authority and the Trustee will recognize the
Securities Depository nominee,while the registered owner of this Bond,as the owner of this Bond for all
purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this
Bond,(ii)notices and(iii)voting. Transfer of principal, interest and any redemption premium payments to
participants of the Securities Depository, and transfer of principal, interest and any redemption premium
payments to beneficial owners of the Bonds by participants of the Securities Depository will be the
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responsibility of such participants and other nominees of such beneficial owners. The Authority and the
Trustee will not be responsible or liable for such transfers of payments or for maintaining, supervising or
reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its
participants or persons acting through such participants. While the Securities Depository nominee is the
owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of,
redemption premium, if any, and interest on this Bond shall be made in accordance with existing
arrangements among the Authority,the Trustee and the Securities Depository.
Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE,
THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR
SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES
DEPOSITORY. This Bond may be transferred or exchanged,as provided in the Indenture,only upon the
bond register maintained by the Trustee at the above-mentioned office of the Trustee by the registered
owner hereof in person or by his duty authorized attorney, upon surrender of this Bond together with a
written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly
authorized attorney, and thereupon a new Bond or Bonds of the same maturity and in the same aggregate
principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, and
upon payment of the charges therein prescribed. The Authority, the Trustee and any Paying Agent may
deem and treat the person in whose name this Bond is registered on the bond register maintained by the
Trustee as the absolute owner hereof for the purpose of receiving payment of,or on account of,the principal
or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in
the form of fully registered Bonds without coupons in the denominations of$5,000 or any integral multiple
thereof.
Limitation on Rights. The registered owner of this Bond shall have no right to enforce the
provisions of the Indenture or to institute action to enforce the covenants therein,or to take any action with
respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other
proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions,
in the manner and with the effect set forth in the Indenture,the principal of all the Bonds issued under the
Indenture and then outstanding may become or may be declared due and payable before the stated maturity
thereof,together with interest accrued thereon. The Bonds or the Indenture may be modified,amended or
supplemented only to the extent and in the circumstances permitted by the Indenture.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been
executed by the Trustee.
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to
exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the
issuance of this Bond do exist, have happened and have been performed in due time, form and manner as
required by law.
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IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
CITY OF RIVERSIDE,MISSOURI has caused this Bond to be executed in its name by the manual or
facsimile signature of its President or Vice President and attested by the manual or facsimile signature of
its Secretary or an Assistant Secretary and its corporate seal to be affixed or imprinted hereon,all as of the
Dated Date specified above.
CERTIFICATE OF AUTHENTICATION THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF
RIVERSIDE,MISSOURI
This Bond is one of the Bonds described in
the within mentioned Indenture.
By:
Date of Authentication: President
[SEAL]
UMB BANK,N.A.,
Trustee ATTEST:
By: By:
Authorized Signature Secretary
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,assigns and transfers unto
(Please Print or Typewrite Name,Address and Social Security
Number or Taxpayer Identification Number of Transferee)
the within Bond and all rights thereunder,and hereby irrevocably constitutes and appoints
Attorney
to transfer the within Bond on the books kept for registration thereof,with full power of substitution in the
premises.
Dated:
NOTICE:The 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 By:
(Name of Eligible Guarantor Institution as
defined by SEC Rule 17 Ad-15 (17 CFR 240.17
Ad-15))
By:
Title:
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LEGAL OPINION
The following is a true and correct copy of the legal opinion of Gilmore&Bell,P.C.,Kansas City,
Missouri, on the within Bond and the series of which said Bond is a part, which opinion was manually
executed and was dated and issued as of the date of delivery of and payment for such Bonds.
GILMORE &BELL,P.C.
2405 Grand Boulevard,Suite 1100
Kansas City,Missouri 64108
(Opinion of Bond Counsel)
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s
EXIIIBTT B
TO BOND TRUST INDENTURE
Request No:
Date:
DISBURSEMENT REQUEST
(§ 402-COSTS OF ISSUANCE FUND)
(Series 2017 Costs of Issuance Account)
To: UMB Bank,N.A., as Trustee
Corporate Trust Department
Kansas City, Missouri
Re: The Industrial Development Authority of the City of Riverside, Missouri,
Industrial Development Revenue Refunding Bonds (Riverside Horizons
Infrastructure Project), Series 2017
You are hereby requested and directed as Trustee under the Bond Trust Indenture dated as of
November 1, 2017 (the "Indenture"), between The Industrial Development Authority of the City of
Riverside, Missouri and you, as Trustee, to pay from moneys in the Costs of Issuance Fund, pursuant to
Section 402 of the Indenture, to the following payees the following amounts for the following Costs of
Issuance(as defined in the Indenture):
Payee Amount Description of Costs of Issuance
[/See attached schedulell
The undersigned City Representative hereby states and certifies that each item listed above is a
proper Cost of Issuance(as defined in the Indenture)that was incurred in connection with the issuance of
the above-referenced Bonds, and the amount of this request is justly due and owing and has not been the
subject of another requisition which was paid.
CITY OF RIVERSIDE,MISSOURI
By.
City Representative
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