TRUST INDENTURE

 

 

TABLE OF CONTENTS

 

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ARTICLE I
DEFINITIONS
Section 1.01. Definitions		5
Section 1.02. Interpretation		19
Section 1.03. Captions and Headings		20
ARTICLE II
AUTHORIZATION, TERMS AND DELIVERY OF BONDS
Section 2.01. Authorized Amount of Bonds		21
Section 2.02. Delivery of Series 2000 Bonds		21
Section 2.03. Conditions for Issuance of Additional Series of Bonds		22
Section 2.04. Delivery of Additional Series of Bonds		23
Section 2.05. Issuance of Subordinate Bonds		25
Section 2.06. Issuance of Other Obligations		26
ARTICLE III
TERMS OF BONDS GENERALLY
Section 3.01. Form of Bonds		27
Section 3.02. Variable Terms		27
Section 3.03. Execution and Authentication of Bonds		27
Section 3.04. Security for the Bonds		28
Section 3.05. Payment and Ownership of Bonds		29
Section 3.06. Transfer and Exchange of Bonds		30
Section 3.07. Mutilated, Lost, Wrongfully Taken or Destroyed Bonds		31
Section 3.08. Safekeeping and Cancellation of Bonds		32
Section 3.09. Book-Entry Bonds		32
Section 3.10. Nonpresentment of Bonds		33
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01. Terms of Redemption of Bonds		35
Section 4.02. Partial Redemption		35
Section 4.03. Notice of Redemption		35
Section 4.04. Payment of Redeemed Bonds		35

 

 

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ARTICLE V
FUNDS AND PAYMENTS
Section 5.01. Creation of Funds			37
Section 5.02. Construction Fund			38
Section 5.03. Garage Gross Receipts Fund			40
Section 5.04. Debt Service Fund			42
Section 5.05. Debt Service Reserve Fund			43
Section 5.06. Garage Major Maintenance and Capital Improvement Fund			45
Section 5.07. Garage Surplus Fund			45
Section 5.08. State Payment Fund			46
Section 5.09. Demand for Payment under APCOA Guaranty			46
Section 5.10. Investment of Funds			47
Section 5.11. Rebate Fund			48
Section 5.12. Valuation			48
Section.5.13.	Further Application of Pledged Revenues; Application of Available Pledged Revenues; Payments to Funds		49
Section 5.14. Moneys to be Held in Trust			50
ARTICLE VI
THE TRUSTEE, REGISTRAR, PAYING AGENTS AND AUTHENTICATING AGENTS
Section 6.01. Trustee’s Acceptance and Responsibilities			51
Section 6.02. Certain Rights and Obligations of the Trustee			52
Section 6.03. Fees, Charges and Expenses of Trustee, Registrar, Paying Agents and Authenticating Agents			55
Section 6.04. Intervention by Trustee			55
Section 6.05. Successor Trustee			56
Section 6.06. Appointment of Co-Trustee			56
Section 6.07. Resignation by the Trustee			57
Section 6.08. Removal of the Trustee			57
Section 6.09. Appointment of Successor Trustee			57
Section 6.10. Adoption of Authentication			59
Section 6.11. Registrars			59
Section 6.12. Designation and Succession of Paying Agents			60
Section 6.13. Designation and Succession of Authenticating Agents			61
Section 6.14. Dealing in Bonds			62
Section 6.15. Representations and Covenants of Trustee			62
Section 6.16. Right of Trustee to Pay Taxes and Other Charges			62
Section 6.17. State’s Right to Audit			63
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.01. Events of Default			64
Section 7.02. Notice of Default			65

 

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Section 7.03. Remedies; Rights of Holders			65
Section 7.04. Right of Holders to Direct Proceedings			66
Section 7.05. Appointment of Receiver			66
Section 7.06. Application of Money			67
Section 7.07. Remedies Vested in Trustee			68
Section 7.08. Rights and Remedies of Holders			68
Section 7.09. Termination of Proceedings			69
Section 7.10. Waivers of Events of Default			69
Section 7.11. No Claims Against Trustee			70
Section 7.12. Provisions Subject to Applicable Law			70
ARTICLE VIII
REPRESENTATIONS, COVENANTS AND AGREEMENTS OF THE STATE
Section 8.01. Representations; Certain Covenants and Agreements			71
Section 8.02. Title to Garage			72
Section 8.03. After-Acquired Property, Further Assurances			72
Section 8.04. Special Covenants of the State			72
ARTICLE IX
DEFEASANCE
Section 9.01. Release of Indenture			74
Section 9.02. Payment and Discharge of Bonds			74
Section 9.03. Survival of Certain Provisions			75
ARTICLE X
SUPPLEMENTAL TRUST INDENTURES
Section 10.01. Supplemental Trust Indentures Not Requiring Consent of Holders			77
Section 10.02. Supplemental Trust Indentures Requiring Consent of Holders			78
Section 10.03. Authorization to Trustee; Effect of Supplement			79
Section 10.04. Opinion of Bond Counsel			80
Section 10.05. Modification by Unanimous Consent			80
Section 10.06. Consent of ABPC and APCOA			80
ARTICLE XI
AMENDMENTS TO LEASE AND APCOA GUARANTY; SUBSTITUTE LEASE OR OPERATING AGREEMENT
Section 11.01.	Amendments to Lease and APCOA Guaranty Not Requiring Consent of Holders; Substitute Lease or Operating Agreement		81
Section 11.02. Amendments to Lease and APCOA Guaranty Requiring Consent of Holders			81
Section 11.03. Opinion of Bond Counsel			81
Section 11.04. Consent of Trustee			82

 

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ARTICLE XII
PARITY OBLIGATIONS
Section 12.01. Parity Obligations Permitted		83
Section 12.02. Parity Obligations		83
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Limitation of Rights		85
Section 13.02. Severability		85
Section 13.03. Notices		85
Section 13.04. Suspension of Mail		86
Section 13.05. Payments Due on Non-Business Days		86
Section 13.06. Instruments of Holders		86
Section 13.07. Priority of this Indenture		87
Section 13.08. Extent of Covenants; No Personal Liability		87
Section 13.09. Binding Effect		87
Section 13.10. Counterparts		87
Section 13.11. Governing Law		87

 

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TRUST INDENTURE

 

THIS TRUST INDENTURE dated as of March 1, 2000, is made by and between the State of Connecticut (the “State”) and First Union National Bank, a national banking association organized and existing under the laws of the United States, duly authorized to exercise corporate trust powers in the State of Connecticut, as Trustee, under the circumstances summarized in the following recitals (the capitalized terms not defined in the recitals and granting clauses being used therein as defined in this Indenture):

 

A. The State, acting through the Department of Transportation, is the owner of certain land, buildings and improvements thereon known as Bradley International Airport (the “Airport”), which is located in part in the Town of Windsor Locks, County of Hartford, State of Connecticut, and the State has determined to construct an approximately 3,450 space parking garage and other related improvements (the “Garage”) on a site immediately adjacent to the terminal complex at the Airport;

 

B. The State previously has entered into the Indenture of Trust, dated as of October 1, 1982, as amended, with the trustee named therein (the “Bradley Airport Parity Bond Indenture”), providing for the issuance thereunder of the Bradley Airport Parity Bonds;

 

C. By virtue of the authority of the laws of the State, particularly C.G.S. Chapter 266a et seq., and Section 2.8 of the Bradley Airport Parity Bond Indenture, the State is authorized to enter into Special Facility Leases and to issue Special Obligation Bonds (each as defined in Section 2.8 of the Bradley Airport Parity Bond Indenture) and further is authorized to enter into this Indenture and to do or cause to be done all the acts and things herein provided or required to be done;

 

D. In order to acquire and construct the Garage, the State has entered into the Construction, Financing and Operating Special Facility Lease Agreement, dated as of March 1, 2000 (the “Lease”), with APCOA Bradley Parking Company, LLC, a Connecticut limited liability company (“ABPC”), which has agreed to construct and operate the Garage and to provide for the payment of certain amounts thereunder, and the State has determined to issue and sell one or more series of its Bradley International Airport Special Obligation Parking Revenue Bonds (the “Bonds”) to provide funds to finance the costs of the acquisition and construction of the Garage and related costs;

 

E. The State has determined to issue (i) its $47,665,000 State of Connecticut Bradley International Airport Special Obligation Parking Revenue Bonds, Series 2000 A (the “Series 2000 A Bonds”), and (ii) its $6,135,000 State of Connecticut Bradley International Airport Special Obligation Parking Revenue Bonds, Taxable Series 2000 B (the “Series 2000 B Taxable Bonds”; together with the Series 2000 A Bonds, the “Series 2000 Bonds”), which Series 2000 Bonds shall be substantially in the forms set forth in the First Supplemental Indenture;

 

 

F. To secure the payment of Debt Service on the Series 2000 Bonds and certain other payments due and payable by ABPC to the State under the Lease, APCOA/Standard Parking, Inc. (“APCOA”), the sole corporate member of ABPC, has delivered to the State the Guaranty Agreement, dated as of March 1, 2000 (the “APCOA Guaranty”);

 

G. By resolution duly adopted on August 27, 1999 by the State Bond Commission, the State is authorized to enter into this Indenture and to issue the Series 2000 Bonds for the purpose of financing the acquisition and construction of the Garage;

 

H. All acts and conditions required to be done or performed or to have been met precedent to and in the issuance of the Series 2000 Bonds and the signing and delivery of this Indenture and the First Supplemental Indenture have been performed and have been met, or at the delivery of the Series 2000 Bonds will have been performed and will have been met (i) to make the Series 2000 Bonds, when issued, delivered and authenticated, valid special obligations of the State in accordance with the terms thereof and hereof, and (ii) to make this Indenture a valid, binding and legal trust agreement for the security of the Bonds in accordance with its terms;

 

I. The obligation of the State to pay the principal of and interest on the Series 2000 Bonds is to be insured, for the benefit of the Holders of the Series 2000 Bonds, by the Bond Insurer; and

 

J. The Trustee has accepted the trusts created by this Indenture and in evidence thereof has joined in the execution hereof;

 

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to secure: the payment of Debt Service on the Bonds according to their true intent and meaning and all other amounts due from time to time hereunder, including those due to the Trustee, and to secure the performance and observance of all of the covenants, agreements, obligations and conditions contained therein and herein, and to declare the terms and conditions upon and subject to which the Bonds are and are intended to be issued, held, secured and enforced, and in consideration of the premises and the acceptance by the Trustee of the trusts created herein and of the purchase and acceptance of the Bonds by the Holders, and for other good and valuable consideration, the receipt of which is acknowledged, the State has signed and delivered this Indenture and does hereby absolutely and irrevocably pledge and assign to the Trustee and to its successors in trust, and its and their assigns, and grant a lien upon, all right, title and interest of the State in the Assigned Lease Rights, the Pledged Revenues, the Pledged Funds and the APCOA Guaranty (but only as to APCOA’s obligation thereunder to make Guarantor Payments) to the extent and with the exceptions provided in this Indenture;

 

PROVIDED, HOWEVER, that any pledge or assignment of, or lien on, any Fund, account, receivables, revenues, money or other intangible property not in the custody of the Trustee shall be valid and enforceable only to the extent permitted by law.

 

TO HAVE AND TO HOLD unto the Trustee and its successors in that trust and its and their assigns forever;

 

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BUT IN TRUST, NEVERTHELESS, and subject to the provisions hereof,

 

(a) except as provided otherwise herein, for the equal and proportionate benefit, security and protection of all present and future Holders,

 

(b) for the enforcement of the payment of the Debt Service on the Bonds and all other amounts due from time to time hereunder, including those due to the Trustee, when payable, according to the true intent and meaning thereof and of this Indenture, and

 

(c) to secure the performance and observance of and compliance with the covenants, agreements, obligations, terms and conditions of this Indenture,

 

in each case, except as provided otherwise herein, without preference, priority or distinction, as to lien or otherwise, of any one Bond over any other by reason of designation, number, date of the Bonds or of authorization, issuance, sale, execution, authentication, delivery or maturity thereof, or otherwise, so that each Bond and all Bonds shall have the same right, lien and privilege under this Indenture, and shall be secured equally and ratably hereby, it being intended that the lien and security of this Indenture shall take effect from the date hereof, without regard to the date of actual issue, sale or delivery of the Bonds, as though upon that date all of the Bonds were actually issued, sold and delivered to purchasers for value;

 

PROVIDED FURTHER, HOWEVER, that if

 

(i) the principal of the Bonds and the interest due or to become due thereon, together with any premium required by redemption of any of the Bonds prior to maturity, shall be well and truly paid, at the times and in the manner to which reference is made in the Bonds, according to the true intent and meaning thereof, or the outstanding Bonds shall have been paid and discharged in accordance with Article IX hereof, and

 

(ii) all of the covenants, agreements, obligations, terms and conditions of the State under this Indenture shall have been kept, performed and observed, and there shall have been paid to the Trustee, the Registrar, the Paying Agents and the Authenticating Agents all sums of money due or to become due to them in accordance with the terms and provisions hereof,

 

then this Indenture and the rights assigned hereby shall cease, determine and be void, except as provided in Section 9.03 hereof with respect to the survival of certain provisions hereof; otherwise, this Indenture shall be and remain in full force and effect.

 

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It is declared that all Bonds issued hereunder and secured hereby are to be issued, authenticated and delivered, and that all Pledged Revenues and the Pledged Funds are to be dealt with and disposed of under, upon and subject to, the terms, conditions, stipulations, covenants, agreements, obligations, trusts, uses and purposes provided in this Indenture. The State has agreed and covenanted, and agrees and covenants with the Trustee and with each and all Holders, as follows:

 

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ARTICLE I

 

DEFINITIONS

 

Section 1.01. Definitions . In addition to the words and terms elsewhere defined in this Indenture or in the Lease, unless the context or use clearly indicates another or different meaning or intent:

 

“ABPC” means APCOA Bradley Parking Company, LLC, a Connecticut limited liability company, and its permitted successors, licensees and assigns, or any successor lessee under the Lease or any substitute lease or any operator under a substitute operating agreement, in either event entered into pursuant to Section 8.04(c) hereof. In the event that, prior to the State entering into any such substitute lease or operating agreement, ABPC should cease to exist at any time after Substantial Completion of the Garage, references herein to ABPC shall be construed as referring to BAP.

 

“ABPC Security Agreement and Assignment” means the Security Agreement and Assignment of Leases and Rents, dated as of March 1, 2000, from ABPC to the Trustee and the Custodian, as the same may be modified, amended, supplemented or substituted from time to time in connection with the Lease or any substitute lease.

 

“Accounts” means any of the accounts created by or referred to in Section 5.01 of this Indenture, including any sub-accounts therein.

 

“Act” means C.G.S. Chapter 266a, as amended.

 

“Airport” means Bradley International Airport.

 

“Annual Debt Service Requirement” means the principal and interest to be paid on Outstanding Bonds and Parity Obligations, as the case may be, during the applicable Lease Year. For purposes of calculating such requirements:

 

(a) principal and interest requirements on Bonds and Parity Obligations, or portions thereof, shall not be included in the computation of the annual principal and interest payments if such principal or interest, or portions thereof, are payable from amounts deposited in trust, escrowed or otherwise set aside for the payment thereof with the Trustee or another Person approved by the Trustee;

 

(b) any Long-Term Obligation having a single principal maturity and no sinking fund redemption requirements, or having a principal amount due in any Lease Year which exceeds an amount equal to two hundred percent (200%) of the maximum principal amount of such Long-Term Obligation that would have become due (whether at maturity or pursuant to sinking fund redemption requirements) in such Lease Year if such Obligation had been amortized on a level debt service basis over the stated term of such Obligation, and any Interim Obligation shall be recast so

 

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that (i) such Obligation shall be deemed to be amortized on a level debt service basis over a period of time equal to the Assumed Amortization Period at the actual rate of interest borne by such Obligation, or (ii) if the State has an enforceable commitment for the refinancing of such Obligation under the terms of a credit facility or otherwise, such Obligation shall be deemed to bear interest and to be payable as to principal according to the terms of that refinancing commitment;

 

(c) any Variable Rate Obligation shall be deemed to bear interest at the Assumed Interest Rate;

 

(d) in the case of Bonds secured by a letter of credit or other credit facility, the reimbursement obligation of the State to the issuer of the letter of credit or other credit facility shall not be included in the calculation of Annual Debt Service Requirements so long as the principal and interest payments on the Bonds are included in such calculation and provided that the State has no current reimbursement obligation thereunder;

 

(e) amounts to be paid and received periodically under an interest rate exchange, swap or other hedge arrangement may be excluded from the calculation of Annual Debt Service Requirements if the debt service requirements on the Bonds or Parity Obligations to which such hedge arrangement relates have been included in the calculation, and any termination payments paid under any such hedge arrangements shall be payable only from amounts on deposit in the Garage Surplus Fund and shall be excluded from the calculation of Annual Debt Service Requirements; and

 

(f) no obligations to pay principal and interest shall be counted more than once.

 

“APCOA” means APCOA/Standard Parking, Inc., a Delaware corporation, and its permitted successors and assigns, or any successor entity guaranteeing payments under the Lease or any substitute lease or operating agreement entered into pursuant to Section 8.04(c) hereof.

 

“APCOA Guaranty” means the Guaranty Agreement, dated as of March 1, 2000, from APCOA to the State, as the same may be modified, amended or supplemented from time to time in accordance with the provisions of Article XI hereof, or any substitute guaranty delivered in connection with the Lease or any substitute lease or operating agreement entered into pursuant to Section 8.04(c) hereof.

 

“APCOA Security Agreement and Assignment” means the Security Agreement and Assignment of Leases and Rents, dated as of March 1, 2000, from APCOA to the Trustee and the Custodian, as the same may be modified, amended, supplemented or substituted from time to time in connection with the Lease or any substitute lease.

 

“Assigned Lease Rights” means all rights under the Lease and the Security Agreements other than those relating to the Surface Parking, which are assigned by the State to the

 

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“Authorized Denominations” means with respect to any series of Bonds, the denominations provided in the Supplemental Indenture creating such series of Bonds.

 

“Authorized Officer” or “Authorized Officers” means any person or persons specifically authorized to take on behalf of the State the action intended, and if there is no such specific authorization, shall mean the Treasurer or the Treasurer’s designated delegate; provided that the Bureau Chief of the Bureau of Aviation and Ports of the Department of Transportation, or his designated delegate, shall be authorized to execute and deliver requisitions for disbursements from the accounts of the Construction Fund in accordance with Section 5.02 hereof and the applicable provisions of a Supplemental Indenture.

 

“BAP” means Bradley Airport Parking Limited Partnership, a Delaware limited partnership, and its permitted successors, licensees and assigns.

 

“BAP Security Agreement” means the Security Agreement, dated as of March 1, 2000, from BAP to the Trustee and the Custodian, as the same may be modified, amended, supplemented or substituted from time to time in connection with the Lease or any substitute lease.

 

“Bond” or “Bonds” means all Bonds issued and Outstanding pursuant to this Indenture and the Supplemental Indentures, as provided in Article II.

 

“Bond Insurer” means the issuer of a municipal bond insurance policy securing a series of Bonds as may be provided for and defined in the Supplemental Indenture relating to that series of Bonds.

 

“Book entry form” or “book entry system” means, with respect to the Bonds, a form or system, as applicable, under which (i) the ownership of beneficial interests in Bonds may be transferred only through a book entry and (ii) physical Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as Holder, with the physical Bond certificates “immobilized” in the custody of the Depository. The book entry system is maintained by and is the responsibility of the Depository and not the State or the Trustee. The book entry is the record that identifies, and records the transfer of the interest of, the owners of beneficial (book entry) interests in the Bonds.

 

“Bradley Airport Parity Bond Indenture” means the Indenture of Trust, dated as of October 1, 1982, as amended and supplemented, between the State and the trustee named therein, and any indenture subsequently entered into by the State, which may be in addition thereto or in replacement thereof, pursuant to which bonds are issued by the State to finance improvements at the Airport and which bonds are secured by revenues of the Airport.

 

“Bradley Airport Parity Bonds” means the bonds of the State issued and outstanding from time to time under the Bradley Airport Parity Bond Indenture.

 

“Business Day” means any day of the year, other than a Saturday or Sunday, or a day on which banks located in the cities in which the principal offices of the Trustee and any Paying

 

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Agent are located and in Hartford, Connecticut are legally authorized to be closed, and on which the Trustee and the Paying Agent are open.

 

“Capitalized Interest Account” means the Capitalized Interest Account of the Construction Fund created by Section 5.01 of the Indenture.

 

“Code” means the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations thereunder.

 

“Construction Fund” means the Construction Fund created by Section 5.01 of this Indenture.

 

“Construction Period” means the period between the beginning of the acquisition, construction and installation of the Improvements to be financed from the proceeds of any series of Bonds, and the date of completion thereof, as certified in accordance with Section 5.02(c) hereof.

 

“Consultant” means an individual or firm, which may include a firm of independent certified public accountants, recognized to be knowledgeable in the operation and finances of airports and/or parking facilities, as may from time to time be designated by the State.

 

“Costs of Issuance Account” means the Costs of Issuance Account of the Construction Fund created by Section 5.01 of this Indenture.

 

“Custodian” means the Trustee acting in its capacity as Custodian under the Custody Agreement.

 

“Custody Agreement” means the Custody Agreement, dated as of March 1, 2000, between the State and the Custodian relating to the deposit and application of Surface Parking Gross Receipts (as defined in the Lease).

 

“Debt Service” means, for any period or time, the principal of (whether at stated maturity, by mandatory sinking fund redemption, by acceleration or otherwise) and interest and any premium due on the Bonds and/or any Parity Obligations then outstanding for that period or payable at that time, as the case may be.

 

“Debt Service Fund” means the Debt Service Fund created by Section 5.01 of this Indenture.

 

“Debt Service Reserve Fund” means the Debt Service Reserve Fund created by Section 5.01 of this Indenture.

 

“Debt Service Reserve Requirement” means with respect to any series of Bonds for which an account in the Debt Service Reserve Fund has been established, such amount as is designated in the Supplemental Indenture for that series of Bonds to be the required balance for that account.

 

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“Department of Transportation” means the Department of Transportation of the State.

 

“Depository” means The Depository Trust Company (a limited purpose trust company), New York, New York, until any successor Depository shall have become such pursuant to the applicable provisions of this Indenture and, thereafter, “Depository” shall mean the successor Depository. Any Depository shall be a securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a book entry system to record ownership of beneficial interests in Bonds, and to effect transfers of beneficial interests in the Bonds, in a book entry form.

 

“Event of Default” means any of the events described in Section 7.01 of this Indenture.

 

“Extraordinary Services” and “Extraordinary Expenses” means all services rendered and all reasonable and necessary out-of-pocket expenses (including reasonable counsel fees) properly incurred under this Indenture by the Trustee, the Registrar and any Authenticating Agent and Paying Agent other than Ordinary Services and Ordinary Expenses, including, after the occurrence of an Event of Default, nonministerial services and reasonable and necessary counsel and other advisory out-of-pocket fees incurred by the Trustee.

 

“First Supplemental Indenture” means the First Supplemental Trust Indenture dated as of March 1, 2000 between the State and the Trustee, authorizing the Series 2000 Bonds.

 

“Fixed Rate Obligation” means any Bonds or Parity Obligations the yield on which is fixed and determinable on their issuance date.

 

“Funds” means any of the funds created by or referred to in Section 5.01 of this Indenture, including any accounts and sub-accounts therein.

 

“Garage” means the approximately 3,450 space parking garage and other related improvements to be constructed at the Airport immediately adjacent to the terminal complex in accordance with the Lease.

 

“Garage Coverage Ratio” means for any twelve-month period the ratio of (A) Pledged Revenues less Garage Operating Expenses, in each case for such period, to (B) maximum Annual Debt Service Requirements in any subsequent Lease Year. Except as otherwise may be permitted herein or in any Supplemental Indenture relating to a particular series of Bonds, the Garage Coverage Ratio for each Lease Year shall be not less than 1.50; provided that any such change in the Garage Coverage Ratio shall not apply to Bonds previously outstanding unless approved by a majority of the Holders of such outstanding Bonds.

 

“Garage Gross Receipts” means Garage Gross Receipts as defined in the Lease, together with any similar gross receipts or revenues of any nature resulting from the parking of motor vehicles or other related activities arising from the lease, use, possession and operation of any Improvements. Amounts received pursuant to the APCOA Guaranty on account of Garage

 

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Guaranteed Payments (as defined in the Lease) shall be treated as Garage Gross Receipts and shall be deposited into the Garage Gross Receipts Fund.

 

“Garage Gross Receipts Fund” means the Garage Gross Receipts Fund created by Section 5.01 of this Indenture.

 

“Garage Major Maintenance and Capital Improvement Fund” means the Garage Major Maintenance and Capital Improvement Fund created by Section 5.01 of this Indenture.

 

“Garage Operating Expenses” means Garage Operating Expenses as defined in the Lease, together with any similar operating expenses paid in the ordinary course of business in connection with the operation of any Improvements which are reasonable and directly attributed thereto.

 

“Garage Operating Expenses Budget” means Garage Operating Expenses Budget as defined in the Lease.

 

“Garage Surplus Fund” means the Garage Surplus Fund created by Section 5.01 of this Indenture.

 

“Garage Trustee Expenses” means all State-approved fees and expenses of the Trustee related to the Garage and any and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Trustee in enforcing its rights under the APCOA Guaranty.

 

“Government Obligations” means (a) direct and general obligations of, or obligations unconditionally guaranteed by, the United States of America, (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America for the timely payment thereof, (c) municipal obligations the payment of principal (either to the maturity thereof or an earlier stated redemption date), redemption price, if any and interest on which is irrevocably secured by obligations described in clauses (a) or (b) above which have been deposited in an escrow arrangement which is irrevocably pledged to the credit of such municipal obligations and which municipal obligations are rated at the time of acquisition or purchase in the highest rating category by Moody’s and S&P, or (d) securities or receipts evidencing ownership interests in obligations or specified portions (such as principal or interest) of obligations described in clauses (a), (b) or (c) above the full and timely payment of which securities receipts or portions of obligations is unconditionally guaranteed as a full faith and credit obligation of the United States.

 

“Guarantor Payments” means Guarantor Payments as defined in Section 5.09(b) hereof.

 

“Holder” or “Holder of a Bond” means the Person in whose name a Bond is registered on the Register.

 

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“Improvements” means (i) the Garage and any improvements, additions, replacements, alterations or extensions to the Garage and (ii) any other parking facilities at the Airport, including real estate and interests in real estate, buildings, structures, fixtures and facilities and additions thereto, and machinery, equipment, furnishings and other appurtenances and costs incidental thereto, which are financed in whole or in part by the Bonds or any Parity Obligations.

 

“Indenture” means this Trust Indenture, dated as of March 1, 2000, between the State and the Trustee, as the same may be modified, amended or supplemented from time to time in accordance with the terms hereof, including without limitation by the First Supplemental Indenture.

 

“Interest Account” means the Interest Account of the Debt Service Fund created by Section 5.01 of the Indenture.

 

“Interest Payment Date” or “Interest Payment Dates” means as to each series of Bonds, such date or dates designated as an Interest Payment Date in or pursuant to the applicable Supplemental Indenture for that series.

 

“Interim Obligation” means any revenue obligation with a maximum maturity of not more than five years incurred or assumed in anticipation of being refinanced or refunded by Bonds or Parity Obligations.

 

“Issuance Costs” means Issuance Costs as defined in the Lease.

 

“Lease” means the Construction, Financing and Operating Special Facility Lease Agreement, dated as of March 1, 2000, between the State and ABPC, as the same may be modified, amended or supplemented from time to time in accordance with the terms thereof. In the event that the State shall enter into a substitute lease or operating agreement in accordance with Section 8.04(c) hereof, as used herein “Lease” thereafter shall mean such substitute lease or operating agreement.

 

“Lease Year” means Lease Year as defined in the Lease.

 

“License Agreement” means the License Agreement, dated as of March 1, 2000, between APBC and APCOA, as the same may be modified, amended or supplemented from time to time in accordance with its terms.

 

“Long Term Obligation” means any revenue obligation maturing over more than five years.

 

“Mandatory Sinking Fund Requirements” means, as to any series of Bonds, the Mandatory Sinking Fund Requirements determined or designated in or pursuant to the applicable or Supplemental Indenture.

 

“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating

 

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agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the State, by notice to ABPC and the Trustee.

 

“Notice Address” means:

 

as to the State:	Office of the Treasurer
	55 Elm Street
	Hartford, CT 06106 Attn: Treasurer
	and to:
	Department of Transportation
	2800 Berlin Turnpike
	P.O. Box 317546
	Newington, CT 06131-7546
	Attn: Commissioner of Transportation
as to the Depository:	The Depository Trust Company
	Call Notification Department Muni Reorganization Manager 711 Stewart Avenue
	Garden City, New York 11530
as to the Trustee:	First Union National Bank
	10 State House Square
	Hartford, CT 06103-3698
	Attn: Corporate Trust Administration

 

“Ordinary Services” or “Ordinary Expenses” means those services normally rendered, and those reasonable and necessary out-of-pocket expenses (including counsel’s fees) normally incurred, by a trustee, registrar, authenticating agent, or paying agent, as applicable, under instruments similar to this Indenture.

 

“Outstanding Bonds”, “Bonds outstanding” or “outstanding” as applied to Bonds, means, as of the applicable date all Bonds that have been authenticated and delivered, or are being delivered, by the Trustee, under this Indenture except in each case:

 

(a) Bonds canceled upon surrender, exchange or transfer, or canceled because of payment or redemption on or prior to that date;

 

(b) Bonds, or the portion thereof, for the payment, redemption or purchase for cancellation of which sufficient moneys shall have been deposited and credited with the Trustee or any Paying Agents on or prior to that date for that purpose (whether upon or prior to the maturity or redemption date of those Bonds); provided

 

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that if any of those Bonds are to be redeemed prior to their maturity, notice of that redemption shall have been given or arrangements satisfactory to the Trustee shall have been made for giving notice of that redemption, or waiver by the affected Holders of that notice satisfactory in form to the Trustee shall have been filed with the Trustee;

 

(c) Bonds, or the portion thereof, which are deemed to have been paid and discharged pursuant to the provisions of this Indenture; and

 

(d) Bonds in lieu of which others have been authenticated under Section 3.07 of this Indenture.

 

For purposes of determining whether the Holders of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds beneficially owned by ABPC or APCOA or any affiliate of either, or by the State, shall be disregarded and deemed not to be Outstanding (unless such entity or entities own in the aggregate 100% of all Bonds then 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 Trustee knows to be so owned shall be so disregarded. Bonds which have been pledged in good faith to a Person may be regarded as Outstanding for such purposes if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respect to such Bonds and that the pledgee is not the State, ABPC or APCOA or any affiliate of ABPC or APCOA.

 

“Outstanding Parity Obligation,” “Parity Obligation Outstanding” or “outstanding” as applied to a Parity Obligation means, as of the applicable date, all Parity Obligations which have been incurred except:

 

(a) Parity Obligations canceled upon surrender, exchange or transfer, or canceled because of payment or redemption on or prior to that date;

 

(b) Parity Obligations, or the portion thereof, for the payment, redemption or purchase for cancellation of which sufficient money has been deposited and credited with the holders of that Parity Obligation or with the trustee or any paying agents for that Parity Obligation on or prior to that date for that purpose (whether upon or prior to the maturity or redemption date of that Parity Obligation); provided that if any of that Parity Obligation is to be redeemed prior to maturity, notice of that redemption shall have been given or arrangements satisfactory to the holders or the trustee for that Parity Obligation shall have been made for giving notice of that redemption, or waiver by the affected holders of that notice satisfactory in form to the holders or the trustee shall have been filed with the Trustee;

 

(c) Parity Obligations, or the portion thereof, which are deemed to have been paid and discharged or caused to have been paid and discharged pursuant to the provisions of the instruments authorizing the issuance of that Parity Obligation; and

 

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(d) Parity Obligation in lieu of which another instrument evidencing the same obligation has been authenticated under the instruments authorizing the issuance of that Parity Obligation.

 

“Parity Bonds” means Bonds issued under this Indenture and a Supplemental Indenture secured on a parity with the Series 2000 Bonds with respect to the Assigned Lease Rights, the Pledged Revenues, the Pledged Funds (except for any separate accounts in the Debt Service Reserve Fund securing only a particular series of Bonds) and the APCOA Guaranty. “Parity Bonds” shall include the Series 2000 Bonds.

 

“Parity Obligations” means obligations issued or incurred by the State that are secured by a pledge of the Pledged Revenues on a parity with the pledge given to Parity Bonds under this Indenture, subject to compliance with Article XII of this Indenture.

 

“Paying Agent” means the Trustee and any bank or trust company designated as a Paying Agent by or in accordance with Section 6.12 of this Indenture.

 

“Permitted Encumbrances” means to the extent permitted by law:

 

(a) liens or encumbrances upon, or title defects relating to, rights-of-way if (i) the State has, in the opinion of counsel satisfactory to the Trustee (who may be counsel for the State), power under eminent domain or similar statutes to eliminate those liens, encumbrances or defects or power to condemn or acquire easements or rights-of-way sufficient for the State’s purposes over the land covered by the rights-of-way in question or other lands adjacent thereto and can do so, in the opinion of an Authorized Officer satisfactory to the Trustee, at a cost not in excess of funds then available to the State for that purpose, or (ii) if, in the opinion of a Consultant the Garage or other affected Improvements can be relocated so as not to affect the land so covered thereby and at a cost not in excess of funds then available to the State for that purpose;

 

(b) mechanic’s, laborer’s, materialman’ s, supplier’s or vendor’s liens, if any such lien is being contested by the State in good faith;

 

(c) the lien of taxes, assessments and other governmental charges if proceedings for the foreclosure thereof or for the forfeiture of the underlying fee title would not, in the opinion of counsel satisfactory to the Trustee (who may be counsel for the State), operate to extinguish those rights-of-way or if, in the opinion of an Authorized Officer satisfactory to the Trustee, that lien can be discharged, if necessary, by the State at a cost not in excess of funds then available to the State for that purpose;

 

(d) a lien for specified taxes or assessments not then delinquent or if delinquent, being contested by the State in good faith;

 

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(e) restrictions and rights as to use, and easements for streets, alleys, highways, rights-of-way, railroad and utility purposes over which, in the opinion of a Consultant, will not materially interfere with the use and operation of the Garage or other affected Improvements;

 

(f) the lien of this Indenture and the Lease and of the Bradley Airport Parity Bond Indenture;

 

(g) liens, encumbrances or title defects which, in the opinion of counsel satisfactory to the Trustee (who may be counsel for the State and which opinion may be based on certificates of engineers or appraisers satisfactory to the Trustee), either (i) have been or can be adequately guarded against by bond or contract of indemnity, guarantee or insurance and, if not yet obtained, such bond, contract of indemnity, guarantee or insurance can be obtained at a cost not in excess of funds then available to the State for that purpose, or (ii) can be cured by condemnation proceedings at a cost not in excess of funds then available to the State for that purpose;

 

(h) liens, encumbrances or security interests imposed by the State with respect to the Garage, any other Improvements, the Assigned Lease Rights, the Pledged Revenues, the Pledged Funds or the APCOA Guaranty that by the terms of the instruments creating or evidencing them are declared to be subject and subordinate to the liens and security interests granted in this Indenture and any Supplemental Indenture, including, without limitation, subordinated debt;

 

(i) contracts, leases or other agreements or contracts for the lease or use of any portion of the Garage or other affected Improvements; and

 

(j) the lien of all assessments, levies and taxes of any kind and nature relating to the whole or any part of the Garage or other affected Improvements or any interest therein the payment of which is contractually arranged by the State for another Person to pay.

 

“Permitted Investments” means to the extent permitted by law:

 

(a) such obligations, securities and investments as are set forth in subsection (f) of C.G.S. Section 3-20, as the same may be amended from time to time;

 

(b) participation certificates in the short-term investment fund created and existing under C.G.S Section 3-27a, as amended by Section 14 of the Public Act No. 84-254, or any successor provision.

 

“Person” or words importing persons means firms, associations, partnerships, joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities and natural persons.

 

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“Reserve Fund Facility” means a surety bond, insurance policy or letter of credit constituting all or part of the Debt Service Reserve Requirement for a series of Bonds authorized to be delivered to the Trustee pursuant to Section 5.05(c) of this Indenture.

 

“S&P” means Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and their assigns, and, if such corporation shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the State by notice to the Trustee and ABPC.

 

“Security Agreements” means collectively (i) the APCOA Security Agreement and Assignment, (ii) the ABPC Security Agreement and Assignment and (iii) the BAP Security Agreement.

 

“Series 2000 Bonds” means the Series 2000 A Bonds together with the Series 2000 B Taxable Bonds.

 

“Series 2000 A Bonds” means the $47,665,000 State of Connecticut Bradley International Airport Special Obligation Parking Revenue Bonds, Series 2000 A, dated as of March 15, 2000 and issued for the purpose of financing the costs of the acquisition and construction of the Garage, including the payment of Issuance Costs.

 

“Series 2000 B Taxable Bonds” means the $6,135,000 State of Connecticut Bradley International Airport Special Obligation Parking Revenue Bonds, Taxable Series 2000 B, dated as of April 1, 2000 and issued for the purpose of financing certain costs relating to the Garage.

 

“Special Record Date” means, with respect to any Bond, the date established by the Trustee in connection with the payment of overdue interest on that Bond pursuant to Section 3.05 of this Indenture.

 

“State” means the State of Connecticut.

 

“State Bond Commission” means the State Bond Commission of the State.

 

“State Minimum Guarantee” means the amount required to be paid to the State in each Lease Year under the Lease, including amounts paid to the State from the State Payment Fund.

 

“State Payment Fund” means the State Payment Fund created by Section 5.01 of this Indenture.

 

“Subordinate Bonds” means any Bonds issued under this Indenture and a Supplemental Indenture secured on a subordinate basis with respect to the Assigned Lease Rights, the Pledged Revenues, the Pledged Funds and the APCOA Guaranty. Subordinate Bonds shall be issued only in accordance with the requirements of Section 2.05 hereof.

 

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“Substantial Completion” means, as to the Garage, Substantial Completion as defined in Section 4(d) of the Lease and, as to any other Improvements, means Substantial Completion as defined in any supplement or amendment to the Lease entered into in connection with such Improvements.

 

“Supplemental Indenture” means any indenture supplemental to this Indenture as may from time to time be executed in accordance with Article X of this Indenture, including the First Supplemental Indenture.

 

“Surface Parking” means the surface parking lots at the Airport leased to ABPC pursuant to the Lease, as set forth in Exhibit G to the Lease, as the same may be modified from time to time in accordance with the Lease.

 

“Tax-Exempt Obligation” means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidences of indebtedness) the interest on which is excluded from gross income for federal income tax purposes within the meaning of Section 150 of the Code, and includes any obligation or any investment treated as a “tax-exempt bond” for the applicable purpose of Section 148 of the Code.

 

“Treasurer” means the Treasurer of the State or, in the absence of the Treasurer, the Deputy Treasurer.

 

“Trustee” means First Union National Bank, a national banking association organized and existing under the laws of the United States, duly authorized to exercise corporate trust powers in the State of Connecticut, having a place of business in Hartford, Connecticut, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean the successor Trustee.

 

“Variable Rate Obligation” means any Bonds or Parity Obligations that are not Fixed Rate Obligations.

 

Section 1.02. Interpretation . Any reference herein to the State or to any officer or employee thereof includes entities or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions.

 

Any reference to a section or provision of the Constitution of the State or to a section, provision, chapter or title of the Connecticut General Statutes, or to any statute of the United States of America, includes that section, provision, chapter, title or statute as amended, modified, revised, supplemented or superseded from time to time; provided that no amendment, modification, revision, supplement or superseding section, provision, chapter, title or statute shall be applicable solely by reason of this provision, if it constitutes in any way an impairment of the rights or obligations of the State, the Holders, the Trustee or the Registrar under this Indenture, the Bonds or any other instrument or document entered into in connection with any of the foregoing, including without limitation, any alteration of the obligation to pay Debt Service in the amount and manner, at the times, and from the sources provided in this Indenture, except as permitted herein.

 

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Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa; the terms “hereof”, “hereby”, “herein”, “hereto”, “hereunder” and similar terms refer to this Indenture; and the term “hereafter” means after, and the term “heretofore” means before, the date of this Indenture. Words of any gender include the correlative words of the other genders, unless the sense indicates otherwise.

 

Section 1.03. Captions and Headings . The captions and headings in this Indenture are solely for convenience of reference and in no way define, limit or describe the scope or intent of any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof.

 

(End of Article I)

 

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ARTICLE II

 

AUTHORIZATION, TERMS AND DELIVERY OF BONDS

 

Section 2.01. Authorized Amount of Bonds . The State may issue, sell and deliver one or more series of Bonds under this Indenture and a Supplemental Indenture for the purposes, upon satisfaction of the conditions, and in the manner provided herein. Anything in this Indenture to the contrary notwithstanding, the aggregate principal amount of Bonds that may be executed, authenticated and delivered pursuant to this Indenture may be limited or additional conditions to their issuance may be imposed, or a combination of both, at any time at the election of the State pursuant to a Supplemental Indenture specifying that limitation or those additional conditions; provided, however, that no such Supplemental Indenture shall increase the duties or obligations of the Trustee without its consent.

 

Bonds of any series issued under this Indenture shall be on a parity with Bonds of every other series theretofore or thereafter issued under this Indenture with respect to the security described and as provided herein (except as provided in Section 2.05 hereof with respect to Subordinate Bonds) to provide for payment of Debt Service on the Bonds; provided, however, that nothing herein shall prevent payment of Debt Service on any series of Bonds from (i) being otherwise secured and payable from sources or by property or instruments not applicable to another series of Bonds or (ii) not being secured or protected from sources or by property or instruments applicable to another series of Bonds.

 

Section 2.02. Delivery of Series 2000 Bonds . Before the Trustee shall authenticate and release the Series 2000 Bonds pursuant to this Indenture, the Trustee shall have received the following:

 

(a)      A certified copy of the resolution of the State Bond Commission authorizing the issuance of the Series 2000 Bonds;

 

(b)     A fully executed counterpart of this Indenture, the First Supplemental Indenture and the Custody Agreement;

 

(c)      A request and authorization to the Trustee on behalf of the State, and signed by an Authorized Officer, to authenticate and deliver the Series 2000 Bonds to, or on the order of, the purchasers thereof upon payment to the Trustee on behalf of the State (including the amount specified therein to be deposited into the Series 2000 Accounts of the Debt Service Reserve Fund) of the amounts specified therein (including without limitation, any accrued interest), which amounts shall be applied as provided in the First Supplemental Indenture;

 

(d)     Fully executed counterparts of the Lease, the APCOA Guaranty and the Security Agreements, together with certified copies of the corporate and/or partnership authorizations for the execution and delivery of those documents;

 

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(e)      The written opinion or opinions of counsel to ABPC, APCOA and BAP, reasonably satisfactory to the Trustee, to the effect that the agreements entered into by ABPC, APCOA and BAP have been duly authorized, executed and delivered and are the legal, valid and binding obligations of ABPC, APCOA and BAP, enforceable in accordance with their respective terms;

 

(f)        Evidence of satisfaction of the requirements of the Bradley Airport Parity Bond Indenture applicable to the issuance of the Series 2000 Bonds; and

 

(g)     Such additional certificates or opinions as may be required by the First Supplemental Indenture or Purchase Agreements pertaining to the Series 2000 Bonds.

 

When (i) the documents listed above have been received by the Trustee, and (ii) the Series 2000 Bonds have been signed and authenticated, the Trustee shall release the Series 2000 Bonds to or on the order of the purchasers thereof, but only upon payment to the Trustee of the amount set forth in the request and authorization to which reference is made in paragraph (c) above.

 

Section 2.03. Conditions for Issuance of Additional Series of Bonds . The State shall have the right from time to time to issue additional series of Bonds (in addition to the Series 2000 Bonds) under this Indenture and a Supplemental Indenture for the purposes only of (i) providing funds for the making of Improvements to or of any part of the Garage or other parking facilities at the Airport, (ii) providing additional funds, if necessary, to complete the Garage or any Improvement for which Bonds have been issued, (iii) refunding or advance refunding for any lawful purpose any Outstanding Bonds or Bradley Airport Parity Bonds, or any portion thereof, issued for parking purposes, or (iv) any combination of (i), (ii) or (iii). Each series of Bonds shall be on a parity with each other series of Bonds theretofore or thereafter issued as to the security of this Indenture including the security described in Section 3.04 hereof (except as to any provision made under Section 3.10 or 4.04 hereof, and except as provided in Section 5.01 hereof with respect to accounts in the Debt Service Reserve Fund or in Section 2.05 hereof with respect to Subordinate Bonds) to provide for payment of Debt Service on the Bonds; provided that, when any series of Parity Bonds is issued, the State shall have furnished to the Trustee the following:

 

(a)      If issued to finance Improvements to the Garage or other parking facilities at the Airport, including the completion of the Garage or any Improvement, or for refunding any outstanding Bonds or Bradley Airport Parity Bonds of the State issued for parking facilities purposes, a certificate of an Authorized Officer of the State to the effect that the Garage Coverage Ratio for the most recent Lease Year for which audited financial statements have been prepared is not less than 1.35, calculated using maximum Annual Debt Service Requirements on all Bonds to be outstanding under this Indenture immediately after the issuance of the proposed series of Bonds and assuming that the rate schedule for parking at the Garage in effect at the time such calculation is made had been in effect for the entire period of such prior Lease Year; provided that, notwithstanding the foregoing, Bonds may be issued without the necessity of that certification by the Authorized Officer (A) to provide for the completion of the Garage or any Improvements for which a series of

 

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Bonds have been issued in an amount not to exceed 10% of the total cost of the Garage or such Improvements, as applicable, or (B) to refund Bonds where the refunding results in net present value savings with respect to the principal and interest requirements for the Bonds; and

 

(b)     In the case of Bonds to be issued for the purpose of refunding any outstanding Bonds or Bradley Airport Parity Bonds issued for parking purposes, evidence satisfactory to the Trustee that (i) provision has been made to assure that moneys sufficient to retire the Bonds or Bradley Airport Parity Bonds to be refunded will be available in the possession of the Trustee in accordance with this Indenture or with the trustee under the Bradley Airport Parity Bond Indenture, as applicable, at the time provided for retirement thereof under the plan for refunding and are committed to that purpose, and (ii) if the Bonds are to be issued for the purpose of refunding any outstanding Bonds and the outstanding Bonds will not be deemed at the time of issuance of the refunding Bonds to have been paid and discharged hereunder, money sufficient to pay interest accrued and to accrue and any principal payable on such Bonds prior to the retirement of the Bonds to be refunded has been deposited in the Debt Service Fund without impairment of any provision or covenant of this Indenture or Supplemental Indenture authorizing the issuance of the refunding Bonds, and from appropriate sources other than the Garage Gross Receipts Fund and the Debt Service Reserve Fund except to the extent of any money in those funds in excess of the balances required to be maintained therein, the transfer of which excess money for such purpose is hereby authorized, or will be deposited directly in the Debt Service Fund from appropriate portions of the proceeds from the sale of such Bonds pursuant to the related Supplemental Indenture.

 

In making the calculation for purposes of the certificate of the Authorized Officer for which provision is made in paragraph (a) above, in the case of the issuance of Bonds for the purpose of refunding any outstanding Bonds, payments into the Debt Service Fund on account of principal (including mandatory sinking fund redemption) and interest requirements of the refunding Bonds shall be used in lieu of such payments on account of principal (including mandatory sinking fund) and interest requirements of the Bonds being refunded thereby.

 

Section 2.04. Delivery of Additional Series of Bonds . Before the Trustee shall authenticate and release any additional series of Bonds pursuant to this Indenture, the Trustee shall have received the following:

 

(a)  A certified copy of the resolution of the State Bond Commission authorizing the issuance of those Bonds;

 

(b)  A fully executed counterpart of the Supplemental Indenture pertaining to those Bonds;

 

(c)  A request and authorization to the Trustee on behalf of the State, and signed by an Authorized Officer, to authenticate and deliver those Bonds to, or on the order of, the purchasers thereof upon payment to the Trustee on behalf of the State (including any amount specified therein to be deposited into the applicable account of the Debt Service

 

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Reserve Fund) of the amount specified therein (including without limitation, any accrued interest), which amount shall be applied as provided in the applicable Supplemental Indenture;

 

(d)  A certificate of the Treasurer and/or an Authorized Officer of the Department of Transportation stating;

 

  (1)  if those Bonds are to be issued for that purpose, a brief and general description of any Improvements proposed to be acquired or constructed with the proceeds of those Bonds; and

 

  (2)  to the best of their knowledge, the State is not on the date of issuance of those Bonds, and by issuance of those Bonds will not be, in default in the performance of any of its covenants, agreements or obligations provided for in the Bonds, the Lease, this Indenture or any Supplemental Indenture;

 

(e)  The certificates and evidence required by Section 2.03 hereof;

 

(f)  Fully executed counterparts of supplements to the Lease, the APCOA Guaranty and the Security Agreements, together with certified copies of the corporate or partnership authorizations for the execution and delivery of those supplements, and a certificate from an authorized representative of each of ABPC, APCOA and BAP to the effect that the Lease, the APCOA Guaranty and the Security Agreements remain in full force and effect and that on the date of issuance of those Bonds, each of ABPC, APCOA and BAP is not, and after giving effect to the issuance of those Bonds will not be, in default of their respective obligations under the Lease, the APCOA Guaranty and the Security Agreements, and that such Bonds are secured by the Lease, the APCOA Guaranty and the Security Agreements on a pari passu basis with all other Bonds (except as otherwise provided herein in connection with the issuance of Subordinate Bonds);

 

(g)  The written opinion or opinions of counsel to ABPC, APCOA and BAP, reasonably satisfactory to the Trustee, to the effect that the respective supplemental agreements entered into by ABPC, APCOA and BAP have been duly authorized, executed and delivered and are the legal, valid and binding obligations of ABPC, APCOA and BAP, enforceable in accordance with their respective terms;

 

(h)  Such additional certificates or opinions as may be required by the Supplemental Indenture or Purchase Agreement pertaining to those Bonds;

 

(i)  Evidence of satisfaction of the requirements of the Bradley Airport Parity Bond Indenture applicable to the issuance of those Bonds;

 

(j)  The written opinion of counsel, who may be counsel to the State and who may be the counsel to whom reference is made in subparagraph (k) of this Section, which counsel is reasonably satisfactory to the Trustee, to the effect that:

 

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(1)  the instruments and documents submitted by the State to the Trustee in connection with the request then being made comply with the requirements of this Indenture;

 

(2)  the issuance of the Bonds has been duly authorized;

 

(3)  all filings required to be made under this Indenture have been made; and

 

(4)  all conditions precedent to the delivery of the Bonds have been fulfilled; and

 

(k) A written opinion of nationally-recognized bond counsel, who may be the counsel to whom reference is made in subparagraph (j) of this Section, to the effect that:

 

(1)  when executed for and in the name and on behalf of the State and when authenticated and released by the Trustee, those Bonds

 

(A)  will be legal, valid and binding special obligations of the State, enforceable in accordance with their terms, subject to reasonable exceptions for bankruptcy, insolvency and similar laws and the application of equitable principles, and

 

(B)  will be secured hereunder equally and on a parity with all other outstanding Bonds as to the security of this Indenture (to the extent provided hereby and in the applicable Supplemental Indenture), including the pledge of the Pledged Revenues hereunder, to provide for payment of Debt Service on the Bonds, except as otherwise provided herein in connection with Subordinate Bonds; and

 

(2)  the issuance of the Bonds will not cause the interest on the outstanding Bonds to become includable in the gross income of the Holders for federal income tax purposes (to the extent those Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes).

 

When (i) the documents listed above have been received by the Trustee, and (ii) the Bonds have been signed and authenticated, the Trustee shall release the Bonds to or on the order of the purchasers thereof, but only upon payment to the Trustee of the amount set forth in the request and authorization to which reference is made in paragraph (c) above.

 

Section 2.05. Issuance of Subordinate Bonds . Notwithstanding anything in this Indenture to the contrary, the State shall have the right to issue Subordinate Bonds for any of the purposes set forth in Section 2.03(i)-(iv) hereof that are secured on a subordinated basis by the Assigned Lease Rights, the Pledged Revenues, the Pledged Funds and the APCOA Guaranty, to the extent provided in a Supplemental Indenture; provided that Debt Service on the Subordinate Bonds

 

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shall be payable only from amounts deposited into and available in the Garage Surplus Fund and provided further that the State shall have furnished to the Trustee the following:

 

(a)  the items required by Section 2.03 hereof, provided that for purposes of the calculation required by Section 2.03(a) the Garage Coverage Ratio shall be not less than 1.10;

 

(b)  the items required by Section 2.04 hereof; and

 

(c)  evidence that the Bond Insurer shall have consented to the issuance of such Subordinate Bonds, including the provisions contained in the related Supplemental Indenture with respect to the security for the Subordinate Bonds.

 

Section 2.06. Issuance of Other Obligations . Subject to compliance with Section 8.04(b) hereof, nothing in this Indenture shall require the State to finance the costs of Improvements to parking facilities at the Airport by the issuance of Bonds under this Indenture.

 

(End of Article II)

 

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ARTICLE III

TERMS OF BONDS GENERALLY

 

Section 3.01. Form of Bonds . The Bonds, the certificate of authentication and the form of assignment shall be substantially in the form thereof set forth in the related Supplemental Indenture for that series of Bonds with such insertions, deletions and variations as may be authorized or permitted by the Supplemental Indenture.

 

All Bonds shall be in fully registered form, and, except as provided in Section 3.05 hereof, the Holder of a Bond shall be regarded as the absolute owner thereof for all purposes of this Indenture.

 

The Bonds of one series shall bear any designations that may be necessary or advisable to distinguish them from Bonds of any other series. The Bonds shall be negotiable instruments and shall express the purpose for which they are issued and any other statements or legends that may be required by law.

 

Section 3.02. Variable Terms . Subject to the provisions of this Indenture, each series of Bonds shall be dated, shall mature in the years and the amounts, shall bear interest at the rate or rates per year, shall be payable on the dates, shall have the Registrar, Paying Agents and Authenticating Agents, shall be of the denominations, shall be subject to redemption on the terms and conditions and shall have any other terms that are set forth or provided for in this Indenture and the applicable Supplemental Indenture relating to that issue of Bonds.

 

Section 3.03. Execution and Authentication of Bonds . Unless otherwise provided in the applicable Supplemental Indenture, each Bond shall be signed in the name of the State by the Governor, the Treasurer and the Comptroller of the State (provided that any of those signatures may be facsimiles) and shall bear the seal of the State or a facsimile thereof. In case any officer whose signature or a facsimile of whose signature shall appear on any Bond shall cease to be that officer before the issuance of the Bond, his or her signature or the facsimile thereof nevertheless shall be valid and sufficient for all purposes, the same as if he or she had remained in office until that time. Any Bond may be signed on behalf of the State by an officer who, on the date of signing is the proper officer, although on the date of the Bond that person was not the proper officer.

 

No Bond shall be valid or become obligatory for any purpose or shall be entitled to any security or benefit under this Indenture unless and until a certificate of authentication shall have been manually signed by the Trustee or by any Authenticating Agent for that series on behalf of the Trustee. The authentication by the Trustee or by an Authenticating Agent upon any Bond shall be conclusive evidence that the Bond so authenticated has been duly authenticated and delivered hereunder and is entitled to the security and benefit of this Indenture. The certificate of authentication may be signed by any person authorized by the Trustee or Authenticating Agent, but it shall not be necessary that the same authorized person sign the certificates of authentication on all of the Bonds of a series.

 

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Section 3.05. Payment and Ownership of Bonds . Debt Service shall be payable when due in lawful money of the United States of America without deduction for the services of the Trustee or any Paying Agent, except as otherwise provided pursuant to an agreement under Section 3.09 hereof:

 

(a) on any Bond in a book entry system registered in the name of a Depository or its nominee, in federal funds (i) in the case of principal of and any premium on any Bond, delivered or transmitted to the Depository or its authorized representative on or prior to the date when due, upon presentation and surrender of such Bond at the principal corporate trust office of the Trustee or at the office, designated by the Trustee, of any Paying Agent, and (ii) is the case of interest on any Bond, delivered or transmitted on or prior to any Interest Payment Date to the Depository or nominee that was the Holder of that Bond (or one or more Predecessor Bonds) at the close of business on the Regular Record Date applicable to that Interest Payment Date; and

 

(b) on any other Bond, (i) in the case of principal of and any premium on any Bond when due, upon presentation and surrender of such Bond at the principal corporate trust office of the Trustee or at the office, designated by the Trustee, of any Paying Agent and (ii) in the case of interest on any Bond, on each Interest Payment Date by check or draft which the Trustee shall cause to be mailed on that date to the Holder of the Bond (or one or more Predecessor Bonds) at the close of business on the Regular Record Date applicable to that Interest Payment Date at the Holder’s address as it appears on the Register.

 

If and to the extent, however, that the State shall fail to make payment or provision for payment of interest on any Bond on any Interest Payment Date, that interest shall cease to be payable to the person who was the Holder of that Bond (or of one or more Predecessor Bonds) as of the applicable Regular Record Date. When money becomes available for payment of the interest, (i) the Trustee shall establish, pursuant to Section 7.06(b) hereof, a Special Record Date for the payment of that interest, which Special Record Date shall be not more than 15 nor fewer than 10 days prior to the date of the proposed payment, and (ii) the Trustee shall cause notice of the proposed payment and of the Special Record Date to be mailed by first class mail, postage prepaid, to each Holder at its address as it appears on the Register not fewer than 10 days prior to the Special Record Date and, thereafter, the interest shall be payable to the persons who are the Holders of the Bonds (or their respective Predecessor Bonds) at the close of business on the Special Record Date.

 

Subject to the foregoing, each Bond delivered under this Indenture, upon transfer thereof or in exchange for or in replacement of any other Bond, shall carry the rights to interest accrued and unpaid, and to accrue on that Bond, or which were carried by that Bond.

 

Except as provided in this Section 3.05 and in the first paragraph of Section 3.07 hereof, (i) the Holder of any Bond shall be deemed and regarded as the absolute owner thereof for all purposes of this Indenture, (ii) payment of or on account of the Debt Service on any Bond shall be made only to or upon the order of that Holder or its duly authorized attorney in the manner permitted in this Indenture, and (iii) neither the State, the Trustee, the Registrar nor any Paying Agent or Authenticating Agent shall be affected, to the extent permitted by law, by notice to the contrary. All of those payments shall be valid and effective to satisfy and discharge the liability

 

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upon that Bond, including without limitation, the interest thereon, to the extent of the amount or amounts so paid.

 

Section 3.06. Transfer and Exchange of Bonds . So long as any of the Bonds remain outstanding, the State will cause books for the registration and transfer of Bonds, as provided in this Indenture, to be maintained and kept at the designated office of the Registrar.

 

Except as provided with respect to the Bonds in book entry form pursuant to this Indenture, and unless otherwise provided in the applicable Supplemental Indenture, Bonds may be exchanged, at the option of their Holder, for Bonds of the same series and of any Authorized Denomination or Denominations in an aggregate principal amount equal to the unmatured and unredeemed principal amount of, and bearing interest at the same rate and maturing on the same date or dates as, the Bonds being exchanged. The exchange shall be made upon presentation and surrender of the Bonds being exchanged at the designated office of the Registrar or at the designated office of any Authenticating Agent for that series of Bonds, together with a written request therefor duly signed by the Holder or its duly authorized attorney in any form that shall be satisfactory to the Registrar or the Authenticating Agent, as the case may be.

 

Except as provided with respect to the Bonds in book entry form pursuant to this Indenture, any Bond may be transferred upon the Register, upon presentation and surrender thereof at the designated office of the Registrar or the designated office of any Authenticating Agent for the series thereof, together with an assignment duly signed by the Holder or its duly authorized attorney in any form that shall be satisfactory to the Registrar or the Authenticating Agent, as the case may be. Upon transfer of any Bond and on request of the Registrar or the Authenticating Agent, the State shall execute, and the Registrar or the Authenticating Agent, as the case may be, shall authenticate and deliver, a new Bond or Bonds of the same series in the name of the transferee, of any Authorized Denomination or Denominations in an aggregate principal amount equal to the unmatured and unredeemed principal amount of, and bearing interest at the same rate and maturing on the same date or dates as, the Bonds presented and surrendered for transfer.

 

In all cases in which Bonds shall be exchanged or transferred hereunder, the State shall execute, and the Registrar or any Authenticating Agent, as the case may be, shall authenticate and deliver, Bonds in accordance with the provisions of this Indenture. The exchange or transfer shall be made without charge to the Holders; provided that the State and the Registrar or the Authenticating Agent, as the case may be, may make a charge for every exchange or transfer of Bonds that is sufficient in amount to reimburse them for any tax or excise required to be paid with respect to the exchange or transfer. Those charges shall be paid before a new Bond is delivered.

 

All Bonds issued upon any transfer or exchange of Bonds shall be the valid special obligations of the State, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Bonds surrendered upon transfer or exchange. Neither the State, the Registrar nor any Authenticating Agent, as the case may be, shall be required to make any exchange or transfer of a Bond during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Bonds and ending at the close of business on the day of the mailing or to transfer or exchange any Bonds selected for redemption, in whole or in part.

 

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In case any Bond is redeemed in part only, on or after the redemption date and upon presentation and surrender of the Bond, the State, subject to the provisions of Section 3.09 hereof, shall cause the execution of, and the Registrar or any Authenticating Agent for the series of that Bond shall authenticate and deliver, a new Bond or Bonds of the same series in Authorized Denominations in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate and maturing on the same date or dates as, the Bond redeemed in part, with or without a new CUSIP number, if required.

 

The designated office of the Registrar and Authenticating Agent for purposes of this Section shall be established by the Trustee.

 

Section 3.07. Mutilated, Lost, Wrongfully Taken or Destroyed Bonds . If any Bond is mutilated, lost, wrongfully taken or destroyed, in the absence of written notice to the State or the Registrar that a lost, wrongfully taken or destroyed Bond has been acquired by a bona fide purchaser, the State shall execute, and the Registrar shall authenticate and deliver, a new Bond of like date, maturity and denomination and of the same series as the Bond mutilated, lost, wrongfully taken or destroyed; provided that (i) in the case of any mutilated Bond, the mutilated Bond first shall be surrendered to the Registrar, and (ii) in the case of any lost, wrongfully taken or destroyed Bond, there first shall be furnished to the State, the Trustee and the Registrar evidence of the loss, wrongful taking or destruction satisfactory to the State, the Trustee and the Registrar, together with indemnity satisfactory to them.

 

If any lost, wrongfully taken or destroyed Bond shall have matured, instead of issuing a new Bond, the State may direct the Trustee to pay that Bond without surrender thereof upon the furnishing of satisfactory evidence and indemnity as in the case of issuance of a new Bond. The State, the Registrar and the Trustee may charge the Holder of a mutilated, lost, wrongfully taken or destroyed Bond their reasonable fees and expenses (including reasonable counsel fees) in connection with their actions pursuant to this Section.

 

Every new Bond issued pursuant to this Section by reason of any Bond being mutilated, lost, wrongfully taken or destroyed (i) shall constitute, to the extent of the outstanding principal amount of the Bond mutilated, lost, wrongfully taken or destroyed, a contractual obligation of the State, regardless of whether the mutilated, lost, wrongfully taken or destroyed Bond shall be enforceable at any time by anyone, and (ii) shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Bonds issued and outstanding hereunder, provided that nothing in this paragraph shall limit the authority and right of the State to exercise its rights under the indemnity furnished at the time of issuance of a new Bond or payment of a Bond without surrender.

 

All Bonds shall be held and owned on the express condition that the foregoing provisions of this Section are exclusive with respect to the replacement or payment of mutilated, lost, wrongfully taken or destroyed Bonds and, to the extent permitted by law, shall preclude any and all other rights and remedies with respect to the replacement or payment of negotiable instruments or other investment securities without their surrender, notwithstanding any law or statute to the contrary now existing or enacted hereafter.

 

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Section 3.08. Safekeeping and Cancellation of Bonds . Any Bond surrendered pursuant to this Article for the purpose of payment or retirement, or for exchange, replacement or transfer, shall be canceled upon presentation and surrender thereof to the Registrar, the Trustee or any Paying Agent or Authenticating Agent. Any Bond canceled by the Trustee or a Paying Agent or Authenticating Agent shall be transmitted promptly to the Registrar by the Trustee, the Paying Agent or the Authenticating Agent.

 

The State may deliver at any time to the Registrar for cancellation any Bonds previously authenticated and delivered hereunder, which the State may have acquired in any manner whatsoever. All Bonds so delivered shall be canceled promptly by the Registrar. Certification of the surrender and cancellation shall be made to the State and the Trustee by the Registrar at least twice each calendar year.

 

Unless otherwise directed in writing by the State, canceled Bonds shall be retained and stored by the Registrar for a period of two years after their cancellation. After that time or at any earlier time directed in writing by the State, the canceled Bonds may, at the written direction of the State, be either returned to the State or destroyed by the Registrar by shredding or cremation. Certificates of any destruction of canceled Bonds (describing the manner thereof) shall be provided by the Registrar to the State and the Trustee.

 

Section 3.09. Book-Entry Bonds . Anything herein to the contrary notwithstanding, Bonds may be authorized and issued in book entry form in accordance with the Supplemental Indenture authorizing such Bonds.

 

For all purposes of this Indenture the Holder of a Bond in book entry form shall be the Depository therefor and neither the State, the Registrar nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the State, the Registrar nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a Bond in book entry form with respect to (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Bond, including any notice of the redemption thereof, or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or redemption price of, or interest on, such Bond. The State, the Registrar and the Trustee may treat the Depository therefor as the absolute owner of a Bond in book entry form for the purpose of (x) payment of the principal or redemption price of, and interest on such Bond, (y) giving notices of redemption and of other matters with respect to such Bond, (z) registering transfers with respect to such Bond, and for all other purposes whatsoever. All principal or redemption price of, as applicable, and interest on, such Bond shall be paid only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the State’s obligations with respect to such principal or redemption price and interest, ABPC’s obligation under the Lease and APCOA’s obligation under the APCOA Guaranty, in each case with respect to payment of Debt Service on the Bonds, to the extent of the sum or sums so paid. No Person other than the

 

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Depository shall receive a Bond or other instrument evidencing the State’s obligation to make payments of the principal or redemption price thereof, and interest thereon.

 

Anything herein to the contrary notwithstanding, payment of the redemption price of Bonds in book entry form which are redeemed prior to maturity may be paid to the Depository by wire transfer. Such payment of the redemption price of Bonds in book entry form to the Depository may be made without surrender of Bonds to the Trustee; provided, however, payment of principal and interest at maturity of Bonds in book entry form requires surrender of such Bonds to the Trustee.

 

The State, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Bond in book entry form or any other person, may terminate the services of the Depository with respect to Bonds in book entry form if the State determines that (i) the Depository is unable to discharge its responsibilities with respect to such Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds of like series issued in book-entry form be registered in the Register in the name of the Depository, is not in the best interest of the beneficial owners of such Bonds, and the State shall terminate the services of the Depository upon receipt by the State and the Trustee of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the then Outstanding Bonds for which the Depository is serving as depository.

 

Upon the termination of the services of a Depository with respect to a Bond in book entry form, or upon the resignation of a Depository with respect to a Bond in book entry form, after which no substitute securities depository willing to undertake the functions of such Depository can be found which, in the opinion of the State, is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the registration books kept by the Registrar in the name of a Depository, but shall be registered in the name or names Bondholders transferring or exchanging such Bonds shall designate, in accordance with provisions of Article III hereof.

 

Section 3.10. Nonpresentment of Bonds . In the event any Bond shall not be presented for payment when the principal of and any premium on the Bond becomes due in whole or in part, either at stated maturity, at the date fixed for redemption thereof, or otherwise, or in the event any check or draft for interest on any Bond is uncashed, if money sufficient to pay the principal and any premium then due on that Bond or such check or draft shall have been made available to the Trustee for the benefit of its Holder, then all liability of the State to that Holder for payment of the principal and any premium then due on the Bond or of the interest represented by such check or draft shall cease and be completely discharged. Thereupon, it shall be the duty of the Trustee to hold that money, without liability for interest thereon, in a separate account of the Trustee for the exclusive benefit of the Holder of that Bond, who shall be restricted thereafter exclusively to that money for any claim of whatever nature on its part under this Indenture on, or with respect to, the principal and any premium then due on that Bond or the interest represented by such check or draft.

 

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Any of the money that shall be so held by the Trustee, and that remains unclaimed for a period of four years after the due date thereof by the Holder of the Bond not presented for payment or a check or draft not cashed, shall be paid to the State free of any trust or lien upon request in writing by the State. Thereafter, the Holder of that Bond shall look only to the State for payment and then only to the amounts so received by the State without any interest thereon, and the Trustee shall have no responsibility with respect to that money.

 

(End of Article III)

 

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ARTICLE IV

 

REDEMPTION OF BONDS

 

Section 4.01. Terms of Redemption of Bonds . The Bonds of each series may be subject to redemption prior to stated maturity as provided in the Supplemental Indenture applicable to that series. The provisions of tills Article IV may be varied with respect to the series of Bonds pursuant to the applicable Supplemental Indenture.

 

Section 4.02. Partial Redemption. If fewer than all of the outstanding Bonds of a series that are stated to mature on different dates are called for redemption at one time, those Bonds that are called shall be designated by the State. If fewer than all of the Bonds of a single maturity are to be redeemed, the selection of Bonds to be redeemed, or portions thereof in Authorized Denominations, shall be made by lot by the Trustee in any manner that the Trustee may determine. In the case of a partial redemption of Bonds by lot when Bonds of Authorized Denominations greater than the minimum Authorized Denomination are then outstanding, each unit of principal thereof in the minimum Authorized Denomination shall be treated as though it were a separate Bond of the minimum Authorized Denomination. If it is determined that one or more, but not all of the minimum Authorized Denomination units of principal amount represented by a Bond are to be called for redemption, then upon notice of redemption of such a unit or units the Holder of that Bond shall surrender the Bond to the Trustee (a) for payment of the redemption price of the unit or units called for redemption (including without limitation, the interest accrued to the date fixed for redemption and any premium), and (b) for issuance, without charge to the Holder thereof, of a new Bond or Bonds of the same series, of any Authorized Denomination or Denominations in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate and maturing on the same date or dates as, the Bond surrendered, with or without a new CUSIP number, if required.

 

Section 4.03. Notice of Redemption . The notice of the call for redemption of Bonds shall identify (i) by designation, letters, numbers or other distinguishing marks, the Bonds or portions thereof to be redeemed, (ii) the redemption price to be paid, (iii) the date fixed for redemption, and (iv) the place or places where the amounts due upon re