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HomeMy WebLinkAbout79931 RESOLUTION NO. 7993 A RESOLUTION OF THE CITY COUNCIL OF PUEBLO, COLORADO, A MUNICIPAL CORPORATION, APPROVING THE REMARKETING BY THE URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO OF THE AUTHORITY'S SUBORDINATE REVENUE REFUNDING BONDS (PHASE ONE URBAN RENEWAL PROJECT) SERIES 1994B; APPROVING A FIRST AMENDED AND RESTATED INDENTURE OF TRUST AND A REMARKETING AGREEMENT IN CONNECTION WITH THE REMARKETING OF SUCH SERIES 1994B BONDS; PROVIDING FOR SECONDARY MARKET DISCLOSURE ON THE SERIES 1994B BONDS; APPROVING CERTAIN ACTIONS OF THE AUTHORITY HERETOFORE TAKEN AND TO BE TAKEN HEREAFTER WITH RESPECT TO THE REMARKETING OF SUCH SERIES 1994B BONDS. WHEREAS, The Urban Renewal Authority of Pueblo, Colorado (the "Authority ") issued $9,950,000 in aggregate principal amount of its Tax Increment Revenue Bonds (Phase One Urban Renewal Project) Series 1986A (the "Series 1986A Bonds "), under and pursuant to an Indenture of Trust, originally dated as of August 15, 1986, as amended pursuant to a First Supplemental Indenture dated as of July 15, 1988, a First Amended and Restated Indenture of Trust dated as of August 15, 1989 and a First Supplemental Indenture of Trust dated as of August 15, 1991, by and between the Authority and The Central Bank and Trust Company, d /b /a Central Bank Denver, National Association, as trustee (the "Trustee "), in order to finance certain public improvements in connection with the Phase One Urban Renewal Project (the "Project "); and WHEREAS, the Authority, by and through its Board of Commissioners (the "Board "), determined, after an affirmative vote of the electorate enabled the pledge of additional security by the City Council of the City of Pueblo, Colorado (the "City ") for the payment of the Authority's bonds, that it was in the best interest of the Authority and its constituents, including the residents of the City, to issue $7,275,000 aggregate principal amount of its Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994A (the " 1994A Bonds ") and $2,225,000 aggregate principal amount of its Subordinate Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994B (the "1994B Bonds ") (collectively, the "Series 1994 Bonds ") for the purpose of refunding a portion of the Series 1986A Bonds; and WHEREAS, the Series 1994 Bonds were issued pursuant to an Indenture of Trust, dated as of August 15, 1994, between the Authority and The Bank of Cherry Creek, N.A., as trustee (the "Trustee "), as amended and supplemented pursuant to the terns and provisions of a First Supplemental Indenture of Trust, dated as of February 1, 1996, between the Authority and the Trustee, as trustee (collectively, the "Original Indenture "); and WHEREAS, the Original Indenture provides that the proceeds of the Series 1994B Bonds were to be deposited to the Series 1994B Escrow Fund and used to redeem the Series 1994B Ml 112699.3 Bonds on December 1, 1996 unless the Series 1994B Bonds have been remarketed as long -term fixed rate bonds on or prior to such date; and WHEREAS, the Authority has determined. that it is in the best interest of the Authority and its constituents, including the residents of the City, to remarket the Series 1994B Bonds, and WHEREAS, Principal Financial Securities, Inc., as remarketing agent (the "Remarketing Agent "), has remarketed the Series 1994B Bonds at interest rates acceptable to the Authority; and WHEREAS, pursuant to Securities and Exchange Commission Rule 15c2 -12 under the Securities Exchange Act of 1934, as amended (17 CFR Part 240, § 240. 15c2 -12) (the "Rule "), the City, as an "obligated person" on the Series 1994B Bonds, is required to enter into a written undertaking to provide certain ongoing disclosure regarding the Series 1994B Bonds; and WHEREAS, there have been presented to the City Council at this meeting a proposed form of the First Amended and Restated Indenture of Trust, dated as of December 1, 1996 (the "Restated Indenture "), between the Authority and the Trustee, as trustee, amending, supplementing and restating the Original Indenture (collectively, the "Indenture "), a Remarketing Agreement, dated as of November 15, 1996 (the "Remarketing Agreement "), between the Authority and the Remarketing Agent and other documents necessary to the remarketing, sale and delivery of the Series 1994B Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: Section 1. All actions not inconsistent with the provisions of this Resolution heretofore taken by any of the officials of the Authority and the City and the efforts of the officials of the Authority directed toward the remarketing, sale and delivery of the Series 1994B Bonds are hereby approved. Section 2. The form, terms and provisions of the Restated Indenture are hereby approved, and approval is granted to the Authority to enter into the Restated Indenture substantially in the form of the Restated Indenture as presented to the City Council at this meeting, but with such changes therein as shall be consistent with this Resolution and as the Chairman of the Board and the Authority's and the City's counsel shall approve, the execution thereof being deemed conclusive of the approval of any such changes. Section 3. The form, terms and provisions of the Remarketing Agreement are hereby approved, and the approval is granted to the Authority to enter into the Remarketing Agreement substantially in the form of the Remarketing Agreement as presented to the City Council at this meeting, but with such changes therein as shall be consistent with this Resolution and as the Chairman of the Board and the Authority's and the City's counsel shall approve, the execution thereof being deemed conclusive of the approval of any such changes. 021113699.3 2 Section 4. The remarketing and sale of the Series 1994B Bonds, bearing interest at the rates set forth in the Restated Indenture, and the form, terms and provisions of the Series 1994A Bonds, in substantially in the form set forth in the Restated Indenture, are hereby approved, with such changes therein as shall be consistent with the Restated Indenture and this Resolution and which the officers of the Authority executing the Series 1994A Bonds shall approve, their execution thereof being deemed conclusive of their approval of any such changes. Section 5. Approval is hereby given to the officers of the Authority to take all action necessary or reasonably required or desirable to remarket the Series 1994B Bonds and for carrying out the transactions contemplated by this Resolution and the Restated Indenture, and to execute and deliver any closing and other documents required in connection with the remarketing and delivery of the Series 1994B Bonds. Section 6. (a) This Section constitutes the written undertaking of the City for the benefit of the owners of the Series 1994B Bonds required by Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2 -12 under the Securities Exchange Act of 1934, as amended (17 CFR Part 240, § 240. 15c2 -12) (the "Rule "). The owners of the Series 1994B Bonds for purposes of this Section shall be the beneficial owners as well as the Registered Owners (as defined in the Indenture). This Section is for the benefit of the owners of Series 1994B Bonds and that each owner of a Series 1994B Bond be a beneficiary of this Section with the right to enforce this Section directly against the City. (b) The City, as an "obligated person" within the meaning of the Rule, undertakes to provide the following information: (i) Annual Financial Information; and (ii) Material Event Notices. (c) The City shall while any Series 1994B Bonds are Outstanding provide Annual Financial Information within 188 days after the end of the City's fiscal year (the "Submission Date "), beginning with the City's fiscal year ending December 31, 1997, to each then existing NRMSIR and the SID, if any, such Annual Financial Information within two days of the day it receives it (the "Report Date ") while any Series 1994B Bonds are Outstanding. It shall be sufficient if the City provides to each then existing NRMSIR and the SID, if any, the Annual Financial Information by specific reference to documents previously provided to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. (d) If a Material Event occurs while any Series 1994B Bonds are Outstanding, the City shall promptly provide to the MSRB and the SID, if any, such Material Event 021112699.3 3 Notice. Each Material Event Notice shall be so captioned and shall prominently state the date, title, and CUSIP numbers of the Series 1994B Bonds. (e) Unless otherwise required by law and subject to technical and economic feasibility, the City shall employ such methods of information transmission as shall be reasonably requested or recommended by the designated recipients of the City's information. (f) The undertaking in this Section will be in effect from the date of delivery of the Series 1994B Bonds until the earliest of (i) the date all principal and interest on the Series 1994B Bonds has been legally defeased pursuant to the terms of the Indenture: (ii) the date that neither the City or the Authority shall constitute an "obligated person" within the meaning of the Rule; or (iii) the date on which those portions of the Rule which required this written undertaking are held to be invalid by a court of competent jurisdiction in a non - appealable action, have been repealed retroactively or otherwise do not apply to the Series 1994B Bonds. (g) This Section may be amended without the consent of the owners of the Series 1994B Bonds, in compliance with the Rule and any interpretive guidance related to the Rule. The Trustee shall provide notice of such amendment to each NRMSIR. (h) Any failure by the City to perform in accordance with this Section shall not constitute an "Event of Default" under the Indenture, and the rights and remedies provided by the Indenture upon the occurrence of an "Event of Default" shall not apply to any such failure. The owners of Series 1994B Bonds may enforce specific performance of the undertakings herein by any available judicial proceeding. Unless otherwise required by law, no owner of a Series 1994B Bond shall be entitled to damages for the City's non - compliance with its obligations under this Section. (i) For purposes of this Section, the following terms shall have the following meanings: "Annual Financial Information" shall mean the financial information, which shall be based on financial statements prepared in accordance with generally accepted accounting principles ( "GAAP "), and operating data of the type contained in the Remarketing Circular relating to the Series 1994B Bonds, including audited financial statements and financial information and operating data relating to the City, the Authority, the City's general fund, the Authority's general fund, and their outstanding debt and other obligations. "Material Event" shall mean any of the following events, if material, with respect to the Series 1994B Bonds: (a) Principal and interest payment delinquencies; 021112699.3 4 (b) Non - payment related defaults; (c) Unscheduled draws on debt service reserves reflecting financial difficulties; (d) Unscheduled draws on credit enhancements reflecting financial difficulties; (e) Substitution of credit or liquidity providers or their failure to perform; (f) Adverse tax opinions or events affecting the tax - exempt status of the Series 1994B Bonds; (g) Modifications to rights of owners of the Series 1994B Bonds; (h) Calls of Series 1994B Bonds; (i) Defeasances of Series 1994B Bonds; 0) Release, substitution, or sale of property securing repayment of the Series 1994B Bonds; and (k) Rating changes. "Material Event Notice" shall mean written or electronic notice of a Material Event. "MSRB" shall mean the Municipal Securities Rulemaking Board. The current address of the MSRB is 1640 King Street, #300, Alexandria, Virginia 22314. "NRMSIR" shall mean a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission for the purposes referred to in the Rule (as defined in Section 24 hereof). The NRMSIRs as of the date of this Resolution are as follows: Kenny Information Systems, 65 Broadway -16th Floor, New York, New York 10006 -2503; Thompson Financial Services, Attention: Municipal Disclosure, 395 Hudson Street, New York, New York 10014 -3669; Disclosure Inc., 5161 River Road, Bethesda, Maryland 20816 -1584; Moody's NRMSIR, 99 Church Street, New York, New York 10007; Bloomberg Municipal Repositories, P.O. Box 840, Princeton, New Jersey 08542 -0840; and R.R. Donnelley Financial Municipal Securities Disclosure Archive, 55 Main Street, Hudson, Massachusetts 01749. 011112699.3 5 "SID" shall mean any state information depository as operated or designated by the State of Colorado as such for the purposes referred to in the Rule. As of the date of this Resolution, no SID exists within the State. Section 7. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 8. All bylaws, orders and resolutions, or parts thereof inconsistent herewith or with the documents hereby approved are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance, or part thereof. INTRODUCED November 25, 1996 A FFEST: By Cit Clerk By Cathy Garcia Councilperson APPROVED: B Pre dent of the City Council 021112699.3 6 REMARKETING AGREET LENT between URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO and PRINCIPAL FINANCIAL SECURITIES, INC. REMARKETING AGREEMENT dated as of November 15, 1996 (the "Remarketing Agreement "), between URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO (the "Authority ") and PRINCIPAL FINANCIAL SECURITIES, INC. (the "Remarketing Agent "). WHEREAS, the Urban Renewal Authority of Pueblo, Colorado (the "Authority "), in the City of Pueblo and State of Colorado (the "State "), is a duly organized and existing urban renewal authority, an independent body corporate and politic under the laws of the State, in particular Title 31, Article 25, Part 1, Colorado Revised Statutes (the "Act "); and WHEREAS, on August 15, 1994, the Authority issued its Urban Renewal Authority of Pueblo, Colorado, Subordinate Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994B (the "Bonds "), pursuant to an Indenture of Trust dated as of August 15, 1994 (the "Indenture ") between the Authority and The Bank of Cherry Creek, N.A. as trustee (the "Trustee "); and WHEREAS, the Bonds were originally issued in the aggregate principal amount of $2,225,000, all of which are currently outstanding, and pursuant to the provisions of the Indenture, all or a portion of the outstanding Bonds will convert from the short-term interest rate set forth in the Indenture to a long -tenn interest rate if certain conditions set forth in the Indenture are met, on December 1, 1996 (the "Conversion Date ") and Bonds which are not converted to a long -teen interest rate will be subject to extraordinary optional redemption on December 1, 1996; and WHEREAS, pursuant to the terms of the Indenture, Bonds which are converted to a long -terns interest rate are deemed to be tendered for purchase on the Conversion Date and will be remarketed; and WHEREAS, in order to effectuate the conversion of the Bonds to a long -term interest rate and the remarketing of the Bonds on the Conversion Date, all as provided in the Indenture, the Authority has determined that it is in the best interest of the Authority that Principal Financial Securities, Inc. (the "Remarketing Agent ") be appointed remarketing agent for the Bonds; and 02/118179.2 WHEREAS, the Remarketing Agent is a member of the National Association of Securities Dealers, Inc. and is authorized by law to perform all the duties imposed upon the Remarketing Agent by this Remarketing Agreement and by the Indenture; and WHEREAS, the Remarketing Agent is willing to undertake the duties and responsibilities of Remarketing Agent; and WHEREAS, the parties hereto wish to enter into this Remarketing Agreement to reflect their rights and responsibilities. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS All terns defined in the Indenture shall have the same meanings in this Remarketing Agreement. ARTICLE H REPRESENTATIONS Section 2.01. Representations of Renaatketiraa Agent. The Remarketing Agent hereby represents that it is a member of the National Association of Securities Dealers, Inc., and that it is authorized by law to perform all of the duties imposed upon it by the Indenture and this Remarketing Agreement. The Remarketing Agent further represents that it has approved this Remarketing Agreement by all necessary corporate action. Section 2.02. Representations of the Authw ty. The Authority hereby represents that it is a duly organized and existing urban renewal authority, an independent body corporate and politic under the laws of the State and that it is authorized by law to perform all of the duties imposed upon it by this Remarketing Agreement. The Authority further represents that it has approved this Remarketing Agreement by all necessary Board of Commissioners action. ARTICLE III DETERMINATION OF LONG -TERM INTEREST RATE The Remarketing Agent hereby agrees that, pursuant to Section 3.06 of the Indenture, in connection with the Conversion Date for which the Remarketing Agent has received the documents required by the Indenture, and in accordance with the terms of the Indenture, it shall commence efforts to remarket the Bonds which are being converted to long -term interest rates 02/119179.2 2 (the "Remarketed Bonds "), at the lowest interest rates per annum which will allow (i) an approximately level debt service schedule from the Conversion Date through a final maturity of December 1, 2019, with such serial bonds and term bonds as the Remarketing Agent and the Authority agree upon, and (ii) a remarketing of such Remarketed Bonds at par. ARTICLE IV REMARKETING OF BONDS; PURCHASE OF BONDS Section 4.01. Remarketbig of Bonds. (a) Pursuant to Section 3.06(d) of the Indenture, the registered owner of each Remarketed Bond must tender such Remarketed Bond to the Trustee for purchase on the Conversion Date (upon the fulfilling of certain conditions set forth in the Indenture and upon notice thereof by the Trustee), at a price equal to the purchase price specified in the Indenture. All Remarketed Bonds delivered to the Trustee pursuant to Section 3.06(d) of the Indenture shall be held by the Trustee on behalf of the Bondholder until the Conversion Date. The Remarketing Agent agrees that it shall offer for sale and shall use its best efforts to sell the Remarketed Bond or Bonds to be so purchased on the Conversion Date as agent and not as a principal, on such date at a price equal to the principal amount thereof plus, accrued and unpaid interest thereon to the date of sale. Notwithstanding the foregoing, nothing contained in this Remarketing Agreement shall be construed to require the Remarketing Agent to offer or sell the Remarketed Bonds in a manner which would violate any law applicable to the Remarketing Agent's offer or sale of the Remarketed Bonds. (b) On the Conversion Date, the Remarketing Agent shall remit to the Trustee an amount equal to the purchase price of each Remarketed Bond (or portions thereof in denominations of at least $500,000) which has been resold by the Remarketing Agent. Amounts paid to the Trustee by the Remarketing Agent pursuant to this Section shall not secure or be otherwise available for the payment of principal of, premium, if any, or interest on the Bonds and shall not be invested by the Trustee. (c) The Remarketing Agent hereby agrees to hold all Remarketed Bonds delivered to it hereunder in trust for the benefit of the respective registered owners which shall have so delivered such Remarketed Bonds until moneys representing the purchase price of such Remarketed Bonds shall have been delivered to or for the account of or to the order of such registered owners. (d) The Remarketing Agent hereby agrees to hold all moneys delivered to it hereunder for the purchase of Remarketed Bonds in trust for the benefit of the person who shall have so delivered such moneys, and not to commingle such moneys with its 021119179.2 3 general funds, until the Remarketed Bonds purchased with such moneys shall have been delivered to or for the account of such person. (e) In the event that the Remarketing Agent is unable to remarket all of the Remarketed Bonds, the Remarketing Agent shall so notify the Trustee by telephone or telex, promptly confirmed in writing, prior to 10:00 a.m., local time, three Business Days before the date the Remarketed Bonds are to be purchased by the Trustee pursuant to paragraph (a) above. In such event, the Trustee shall rescind any notice of the remarketing and shall take such further action required by the Indenture. (f) On or prior to the Conversion Date, the Remarketing Agent shall deliver to the Trustee, the Authority and the City of Pueblo, Colorado, a certificate setting forth the maturity schedule and the interest rates of the Remarketed Bonds, as remarketed, as required pursuant to the Indenture. Section 4.02. Remarketing Agent Alay Pzzrchase Remarketed Bonds. The Remarketing Agent, with the prior written consent of the Authority, may also purchase any Remarketed Bonds held by it for its own account. Section 4.03. Current Re ending of Bonds. The Authority and the Remarketing Agent agree that in the event the Bonds, or any portion thereof, are not remarketed on the Conversion Date but instead are currently refunded, the Authority and the Remarketing Agent shall negotiate an underwriting fee pursuant to an underwriting agreement for such refunding under substantially the same conditions and manner as the negotiation of the remarketing fee as set forth herein. ARTICLE V GENERAL Section 5.01. Payment of Remarketing Agent. The Authority shall pay the reasonable fees, charges and expenses of the Remarketing Agent for acting under and pursuant to this Remarketing Agreement. As compensation for the remarketing from time to time of the Remarketed Bonds, the Authority agrees to pay to the Remarketing Agent a fee not to exceed % of the principal amount of Remarketed Bonds remarketed on the Conversion Date. The fees referred to in this paragraph constitute only the compensation of the Remarketing Agent. The Authority also shall pay the reasonable charges and expenses of the Remarketing Agent as described above. Section 5.02. RenzayketingAgent's Pezfonzzaizce. The Remarketing Agent consents and agrees to perforni and comply with all of the terms and provisions on its part contained in this Remarketing Agreement and the Indenture. In performing its duties and obligations hereunder and thereunder, the Remarketing Agent shall exercise the same degree of skill and care as a prudent man would use under the same circumstances in the conduct of his own affairs. 02/119[79.2 4 The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Remarketing Agreement and the Indenture, and the Remarketing Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Remarketing Agreement and the Indenture, and no implied covenants or obligations shall be react into this Remarketing Agreement or the Indenture against the Remarketing Agent; and, in the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely, as to the truth of the statements expressed therein, upon any document furnished to the Remarketing Agent and conforming to the requirements of this Remarketing Agreement or the Indenture and the Remarketing Agent may rely and shall be protected in acting upon any document reasonably believed by it to be genuine and to have been signed or presented by the proper party, or parties; but, in the case of any such document which by any provision hereof is specifically required to be furnished to the Remarketing Agent, the Remarketing Agent shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Remarketing Agreement and the Indenture. Section 5.03. No Liett for Payments. Any provision of this Remarketing Agreement or any statute to the contrary notwithstanding, the Remarketing Agent hereby waives any rights to, or liens for, its fees, charges and expenses for services hereunder from funds provided by the purchasers of the Remarketed Bonds pursuant to Section 4.01 hereof. The Remarketing Agent acknowledges that it will be reimbursed and compensated for its fees, charges and expenses for acting under and pursuant to this Remarketing Agreement only from payments to be made by the Authority pursuant to Section 5.01 hereof. Section 5.04. Tenn of RemarketiftgAgreentettt. Except as provided in Section 5.08 and 5.09 hereof, this Remarketing Agreement shall remain in full force and effect through December 1, 1996 or such earlier date as all of the Remarketed Bonds have been remarketed. Section 5.05. Other Authority Rights. Nothing contained in this Remarketing Agreement shall be construed or deemed to be in any way in derogation of the right of the Authority or any other party to purchase the Remarketed Bonds outside the scope of this Remarketing Agreement upon such terms and conditions as it may desire. Section 5.06. Books arid Records. The Remarketing Agent hereby agrees to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Authority and the Trustee at all reasonable times. Section 5.07. Notices. Unless otherwise specified, any notices, requests or other communications given or made hereunder or pursuant hereto shall be made as specified in Section 13.04 of the Indenture. The Remarketing Agent's address for notices, requests or other communications given hereunder or under the Indenture shall be as follows unless and until the Remarketing Agent notifies the Authority otherwise: 02/118179.2 5 Principal Financial Securities, Inc. 6025 So. Quebec - #115 Englewood, Colorado 80111 Section 5.08. Resignation by the Remarketing Agent. The Remarketing Agent and any successor Remarketing Agent may at any time resign from the position hereby created by giving 60 clays' written notice to the Authority and the Tnistee, provided that such resignation shall not be effective until a successor Remarketing Agent has been appointed by the Authority, and the Tnistee has consented in writing thereto, which consent shall not be unreasonably withheld. In the event of resignation of the Remarketing Agent, the Remarketing Agent shall pay over, assign, and deliver any moneys and any Remarketed Bonds held by it in such capacity to its successor or, if there be no successor, to the Tnistee. Section 5.09. Replacement of the Remarketing Agent. The Remarketing Agent may be replaced at any time at the direction of the Authority if the Authority reasonably determines that the Remarketing Agent is unable to perform its duties pursuant to this Remarketing Agreement. Such replacement shall be evidenced by an instniment in writing signed by an authorized officer or employee of the Authority or its Board of Commissioners, filed with the Remarketing Agent and the Tnistee, at least 60 days before the effective date of such replacement, announcing the appointment of a successor Remarketing Agent; provided that such replacement shall not be effective until a successor Remarketing Agent has been appointed by the Authority and the Tnistee has consented in writing thereto, which consent shall not be unreasonably withheld. In the event of the replacement of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys and Remarketed Bonds held by it in such capacity to its successor or, if there be no successor, to the Tnistee. Section 5.10. Successors and Assigns. The rights, duties and obligations of the Authority and the Remarketing Agent hereunder shall inure, without further act, to their respective successors and assigns. Section 5.11. Goveywing Lain. This Remarketing Agreement shall be governed by the law of the State of Colorado. Section 5.12. Payments Clue on Holidays. If the date for making any payment or the last day for perfonnance of any act or the exercising of any right, as provided in this Remarketing Agreement, shall be a legal holiday or a day on which banking institutions in the city in which either the principal corporate trust office of the Tnistee or the principal office of the Remarketing Agent is located are authorized by law or executive order to remain closed, such payment may be made or act perfornied or right exercised on the next succeeding clay not a legal holiday or a day on which such banking institutions are not authorized by law or executive order to remain closed with the same force and effect as if done on the nominal date provided in this Remarketing Agreement. 021118179.2 6 IN WITNESS WHEREOF, the Authority and the Remarketing Agent have caused this Remarketing Agreement to be executed in their respective names, the Remarketing Agent by its duly authorized officer, as of the date first above written. (SEAL) ATTEST: By Secretary URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO Chairman PRINCIPAL FINANCIAL SECURITIES, INC., as Remarketing Agent By — Name: Title: 0?rus179.2 7 URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO and THE BANK OF CHERRY CREEK, N.A., as Trustee FIRST AMENDED AND RESTATED INDENTURE OF TRUST Dated as of December 1, 1996 This instrument is entered into by the within described parties in order to secure certain Urban Renewal Authority of Pueblo, Colorado, Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994A and Subordinate Revenue Refunding Bonds (Phase One Urban Renewal Project), Series 1994B, issued in the original aggregate principal amount of $9,500,000, as well as any Additional Debt, as more fully described herein. 021112566.3 WHEREAS, the Original Indenture provides that the proceeds of the Series 1994B Bonds were to be deposited to the Series 1994B Escrow Fund and used to redeem the Series 1994B Bonds on December 1, 1996 unless the Series 1994B Bonds have been remarketed as long -term fixed rate bonds on or prior to such date; and WHEREAS, the Authority has determined that it is in the best interest of the Authority and its constituents, including the residents of the City, to remarket the Series 1994B Bonds; and WHEREAS, the Authority some months ago fired Lewis, deRosario and Company as remarketing agent and appointed Principal Financial Securities as the new remarketing agent; and WHEREAS, Principal Financial Securities, Inc., as remarketing agent (the "Remarketing Agent "), has remarketed the Series 1994B Bonds at interest rates acceptable to the Authority; and WHEREAS, the Authority recognizes the difficult and excellent work that Principal Financial Securities has performed on this financing and therefore desires to use Principal Financial Securities as underwriter or placement agent for future capital financing; and WHEREAS, there have been presented to the Board at this meeting a proposed form of the First Amended and Restated Indenture of Trust, dated as of December 1, 1996 (the "Restated Indenture "), between the Authority and the Trustee, as trustee, amending, supplementing and restating the Original Indenture, a Remarketing Agreement, dated as of November 15, 1996 (the "Remarketing Agreement "), between the Authority and the Remarketing Agent, a Preliminary Remarketing Circular, dated November 13, 1996 (the "Preliminary Remarketing Circular "), and a form of final Remarketing Circular (the "Remarketing Circular "), each prepared for use in connection with the remarketing of the Series 1994B Bonds, and other documents necessary to the completion of the transaction. NOW, THEREFORE, THE BOARD OF CONBUSSIONERS OF THE URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO DOES HEREBY RESOLVE AS FOLLOWS: Section 1. All actions not inconsistent with the provisions of this Resolution heretofore taken by any of the officials of the Authority and the efforts of the officials of the Authority directed toward the remarketing, sale and delivery of the Series 1994B Bonds, and the acquisition, construction and improvement of the Project shall be, and the same hereby are, ratified, approved and confirmed. The Board hereby specifically ratifies, approves and confirms, as the official Act of the Authority, the distribution by the Remarketing Agent of the Preliminary Remarketing Circular to prospective qualified purchasers of the Series 1994B Bonds. Section 2. The form, terms and provisions of the Restated Indenture shall be and the same hereby are authorized and approved, and the Authority shall enter into the Restated 021112691.3 2 TABLE OF CONTENTS (This Table of Contents is not a part of this Amended and Restated Indenture of Trust and is only for convenience of reference.) Page ARTICLE I DEFINITIONS .............. ............................... 4 ARTICLE II THE BONDS Section 2.01. Authorized Amount of Bonds .......................... 15 Section 2.02. Issuance of Series 1994 Bonds; Bond Provisions ............... 15 Section 2.03. Execution; Limited Obligations; Book Entry; Use of Proceeds of Series 1994 Bonds; Transfer of Funds ......................... 18 Section 2.04. Authentication .... ............................... 20 Section 2.05. Forms of Series 1994 Bonds ........................... 21 Section 2.06. Delivery of Series 1994 Bonds ......................... 21 Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds .................. 21 Section 2.08. Registration and Exchange of Bonds; Persons Treated as Owners ..... 22 Section 2.09. Destruction of Bonds ............................... 22 Section 2.10. Additional Debt and Subordinate Debt ..................... 23 Section 2.11. Temporary Bonds .. ............................... 25 ARTICLE III REDEMPTION OF SERIES 1994 BONDS BEFORE MATURITY Section 3.01. Redemption Dates and Prices .......................... 25 Section 3.02. Notice of Redemption ............................... 29 Section 3.03. Redemption Payments ............................... 29 Section 3.04. Cancellation ...... ............................... 29 Section 3.05. Partial Redemption of Fully Registered Bonds ................ 29 02/112566.3 i ARTICLE IV REVENUES AND FUNDS Section 4.01. Source of Payment of Bonds .... . ....... .. . ... . . . . . .. . . 30 Section 4.02. Creation of Funds ........ ............ ...... 30 Section 4.03. Custody of Funds ........................ . . ....... 31 Section 4.05. City Sales Tax Revenue Fund .................... ...... 32 Section 4.06. Tax Increment Revenue Fund ................... ....... 33 Section 4.07. Rebate Fund ..... ............................... 34 Section 4.08. Reserve Fund and Supplemental Reserve Fund ................ 35 Section 4.09. Series 1994 Project Fund ............................. 36 Section 4.10. Series 1994B Escrow Fund .................... ........ 36 Section 4.11. Subordinate Debt Fund ...................... ........ 37 Section 4.12. Expense Fund ..... ............................... 37 Section 4.13. Operations and Maintenance Fund ....................... 37 Section 4.14. Nonpresentment of Bonds .... ....... ..... 37 Section 4.15. Moneys To Be Held in Trust .... . . . . . . . . ...... . .. . ..... 38 Section 4.16. Excesses in Trust Funds ............................. 38 Section 4.17. Bond Retirement Fund ..................... ....... 38 ARTICLE V GENERAL COVENANTS Section 5.01. Payment of Debt Service Requirement ..................... 38 Section 5.02. Performance of Covenants; Authority ..................... 38 Section 5.03. Instruments of Further Assurance ........................ 39 Section 5.04. Recording and Filing ............................... 39 Section 5.05. Inspection of Records ............................... 39 Section 5.06. List of Bondholders . ............................... 39 Section 5.07. Complete Phase One Project; Amendment to Phase One Plan; Compliance With Cooperation Agreements .................. 39 Section 5.08. Books and Accounts; Financial Statements .................. 40 Section 5.09. Eminent Domain Proceedings .... . . .... . .. . . . . . . . . .. . . . 40 Section 5.10. Disposition of Property .............................. 41 Section 5.11. Protection of Security and Rights of Bondholders; No Arbitrage; Use of Proceeds ........ ............................... 41 Section 5.12. Maintenance of Existence ............................. 42 Section 5.13. Designation of Trustee as Bond Registrar and Paying Agent; Designation of Any Additional Paying Agents ........................ 42 621112566.3 ii ARTICLE VI INVESTMENT OF MONEYS ................................... 43 ARTICLE VII DISCHARGE OF LIEN .. . . . ... . . . . . . . . . . . . . . . . .. . . . . . . . . .. .. 44 ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 8.01. Defaults; Events of Default ........................... 46 Section 8.02. Acceleration . . ..... . . .. . . . . . . . . . ....... . .. . . . .. .. 47 Section 8.03. Other Remedies; Rights of Bondholders .................... 47 Section 8.04. Right of Bondholders to Direct Proceedings .................. 47 Section 8.05. Appointment of Receiver ........ ..................... 48 Section 8.06. Waiver ................. ....................... 48 Section 8.07. Application of Moneys ...... ........................ 48 Section 8.08. Remedies Vested in Trustee ........................... 50 Section 8.09. Rights and Remedies of Bondholders ...................... 50 Section 8.10. Termination of Proceedings ..... ...................... 51 Section 8.11. Waivers of Events of Default .... . ............... 51 Section 8.12. Notice of Defaults Under Section 8.01(c) and (d); Opportunity of Authority to Cure Such Defaults ........................ 51 ARTICLE IX TRUSTEE Section 9.01. Acceptance of Trusts ............................... 52 Section 9.02. Fees, Charges and Expenses of Trustee .................... 54 Section 9.03. Notice to Registered Owners if Default Occurs ................ 54 Section 9.04. Intervention by Trustee .............................. 55 Section 9.05. Successor Trustee ................................. 55 Section 9.06. Resignation by Trustee .............................. 55 Section 9.07. Removal of Trustee ......... .. .............. ....... 55 Section 9.08. Appointment of Successor Trustee by Bondholders ............. 55 Section 9.09. Acceptance by Any Successor Trustee ..................... 56 Section 9.10. Appointment of Co- Trustee ........................... 56 02/112566.3 iii ARTICLE X SUPPLEMENTAL INDENTURES Section 10.01. Supplemental Indentures Not Requiring Consent of Bondholders ..... 57 Section 10.02. Supplemental Indentures Requiring Consent of Bondholders ........ 58 ARTICLE XI AMENDMENT OF BOND RESOLUTION AND COOPERATION AGREEMENTS Section 11.01. Amendments, Etc. to Bond Resolution and Cooperation Agreements Not Requiring Consent of Registered Owners of the Bonds ........... 58 Section 11.02. Amendments, Etc. to Bond Resolution and Cooperation Agreements Requiring Consent of Registered Owners of the Bonds ........... 59 Section 11.03. Certain Amendments of the Cooperation Agreements ............ 59 ARTICLE XII MUNICIPAL BOND INSURANCE POLICY Section 12.01. Municipal Bond Insurance Policy ........................ 60 Section 12.02. Notices and Reports to be Given to AMBAC Indemnity .......... 60 Section 12.03. Payment Procedure Pursuant to Municipal Bond Insurance Policy .... 61 Section 12.04. AM 3AC Indemnity's Rights to Consent in Various Events ......... 63 Section 12.05. AM 3AC Indemnity's Rights Regarding the Trustee ............. 64 Section 12.06. Interested Parties ... ............................... 64 ARTICLE XIII MISCELLANEOUS Section 13.01. Consents of Bondholders ............................. 65 Section 13.02. Limitation of Rights . ............................... 65 Section 13.03. Severability ...... ............................... 66 Section 13.04. Notices ......... ............................... 66 Section 13.05. Payments Due on Saturdays, Sundays and Holidays ............. 66 Section 13.06. Counterparts ....... ............................. 66 Section 13.07. Applicable Provisions of Law .......................... 67 Section 13.08. Rules of Interpretation . . . .... . .... .. . .. ............ . 67 Section 13.09. Captions ........ ............................... 67 Section 13.10. Certificates and Opinions . . ........................... 67 021112566.3 1V Section 13. 11. Exhibits ........ ............................... 68 TESTLMONIUM ... .. . ......... .. . ..... .. ..... . .... . . ... .. . . 70 SIGNATURES AND SEALS ..... ............................... 70 ACKNOWLEDGMENTS ....... ............................... 70 EXHIBIT A —Forms of Series 1994 Bonds ... .... . . .. . . . . . .. .. . . . . . . . . A -1 EXHIBIT B— Description of Phase One Project Area . ...... . . ...... ... . . . . B -1 EXHIBIT C— Description of Phase One Project ......................... C -1 02/112566.3 v FIRST A.NIENrDED AND RESTATED LNDENTURE OF TRUST THIS FIRST AMENDED AND RESTATED INDENTURE OF TRUST, dated as of December 1, 1996, and any amendments hereto made in accordance herewith (this "Indenture "), is made by and between the URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO (the "Authority "), a public body corporate and politic duly organized and existing as an urban renewal authority under the laws of the State of Colorado and THE BANK OF CHERRY CREEK, N.A., as trustee, (the "Trustee "), a national banking association duly organized and existing under the laws of the United States of America having an office and principal place of business in Denver, Colorado, being authorized to accept and execute trusts of the character herein set out, and amends, supplements and restates the Indenture of Trust, dated as of August 15, 1994 (the "Original Indenture "), between the Authority and the Trustee, as trustee, as amended and supplemented by a First Supplemental Indenture of Trust (the "First Supplemental Indenture "), dated as of February 1, 1996, between the Authority and the Trustee, as trustee. The Original Indenture, as amended and supplemented by the First Supplemental Indenture and as amended, supplemented and restated by this First Amended and Restated Indenture of Trust, is referred to herein as the "Indenture. "; WITNESSETH: WHEREAS, the Authority is a public body corporate and politic, and has been duly created, organized, established and authorized by the City of Pueblo, Colorado (the "City ") to transact business and exercise its powers as an urban renewal authority, all under and pursuant to the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes (the "Act "); and WHEREAS, pursuant to Section 31 -25 -109 of the Act, the Authority has the power and authority to issue "bonds" (defined by the Act to mean and include bonds, interim certificates or receipts, temporary bonds, certificates of indebtedness, debentures or other obligations) to finance the activities or operations permitted and authorized to be undertaken by the Authority under the Act; and WHEREAS, an urban renewal plan, known as the "Downtown Pueblo Amended Urban Renewal Plan dated May 1985" (the "1985 Plan "), was duly and regularly approved by the City Council of the City; and WHEREAS, the City Council of the City duly adopted and approved the Urban Renewal Plan for the Phase One Urban Renewal Project for Downtown Pueblo (the "Phase One Plan ") as a separate urban renewal plan which modifies the 1985 Plan and provides for an urban renewal project under the Act known and designated as the "Phase One Urban Renewal Project" (the " 1986 Phase One Project "); and 02/112566.3 WHEREAS, the 1986 Phase One Project was amended on January 28, 1988 and July 22, 1991 (as amended, the "Phase One Project "); and WHEREAS, all applicable requirements of the Act and other provisions of law for and precedent to the adoption and approval by the City of the 1985 Plan and the Phase One Plan have been duly complied with; and WHEREAS, pursuant to the Act, the Original Indenture and a written resolution of the board of commissioners of the Authority, the Authority issued its Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994A in the aggregate principal amount of $7,275,000 (the "Series 1994A Bonds ") and its Subordinate Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994B in the aggregate principal amount of $2,225,000 (the "Series 1994B Bonds ") for the purpose of financing the Authority's Phase One Project (as defined in the Original Indenture); and WHEREAS, the proceeds of the Series 1994B Bonds were deposited to the Series 1994B Escrow Fund established pursuant to the Indenture, which proceeds may not be disbursed from the Series 1994B Escrow Fund unless the Series 1994B Bonds have been remarketed pursuant to Section 3.06 of the Original Indenture; and WHEREAS, the Series 1994B Bonds are also subject to a mandatory extraordinary redemption on December 1, 1996 if not remarketed pursuant to Section 3.06 of the Original Indenture; and WHEREAS, the Authority desires to remarket the Series 1994B Bonds on December 1, 1996 (the "Conversion Date ") and to disburse moneys from the Series 1994B Escrow Fund to complete the Phase One Project; and WHEREAS, the Authority has provided the Trustee with the preliminary Feasibility Report showing projected Pledged Revenues at a level sufficient to meet the Feasibility Requirement on the Series 1994B Bonds (all as defined in the Original Indenture); and WHEREAS, Section 10.01 of the Original Indenture provides that the Original Indenture may be amended and supplemented, without consent of or notice to the registered owners of the Series 1994 Bonds (the "Bondholders ") for the purposes making any amendment to the terms and provisions of the Indenture as, in the judgment of the Trustee, is not materially adverse to the interests of the Bondholders; and WHEREAS, Section 12.04 of the Original Indenture provides that the Original Indenture may not be amended without the consent of AMBAC Indemnity Corporation (the " AMBAC Indemnity "); and WHEREAS, AM 3AC Indemnity has consented to the execution and delivery of this First Amended and Restated Indenture of Trust; and 02/112566.3 2 WHEREAS, all things necessary to make this First Amended and Restated Indenture of Trust the valid, binding and legal obligation of the Authority according to the import hereof have in all respects been duly authorized; NOW, THEREFORE, THIS AMENDED AND RESTATED INDENTURE OF TRUST WITNESSETH: GRANTING CLAUSES That the Authority, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the Registered Owners thereof (as hereinafter defined), and of the sum of one dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds according to their tenor and effect, but only as set forth herein, and to secure the performance and observance by the Authority of all of the covenants and obligations expressed or implied herein and in the Bonds, does hereby assign and grant a security interest in the following to The Bank of Cherry Creek, N.A., serving in its capacity hereunder, as trustee, and its successors in trust and assigns forever: GRANTING CLAUSE FIRST The Pledged Revenues, as hereinafter defined, but only for the Series 1994A Bonds, the Series 1994B Bonds and any Additional Debt as set forth in the definition of Pledged Revenues and otherwise in this Indenture; GRANTING CLAUSE SECOND The Cooperation Agreements (as hereinafter defined and to the extent set forth in said definition and otherwise herein), including all extensions and renewals of the term thereof, if any, together with certain rights, titles and interests of the Authority in and to the Cooperation Agreements, including, but not limited to, the present and continuing right to make claim for, collect, receive and receipt for any of the sums, amounts, income, revenues, issues and profits and any other sums of money payable or receivable under the Cooperation Agreements, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which the Authority under the Cooperation Agreements is or may become entitled to; GRANTING CLAUSE THIRD All moneys and securities from time to time held by the Trustee under the terms of this Indenture in the Trust Funds (as hereinafter defined and as set forth in said definition and otherwise herein) except for moneys deposited with or paid to the Trustee for the redemption of Bonds, notice of the redemption of which shall have been duly given, which shall be held 021112566.3 3 solely for the payments of those Bonds which are being redeemed; and provided, however, that amounts on deposit in the Series 1994 Project Fund are pledged solely as security for the Series 1994 Bonds, and amounts on deposit in the Series 1994A Reserve Account and the Series 1994B Reserve Account are pledged solely as security for the Series 1994A Bonds and the Series 1994B Bonds, respectively. TO HAVE AND TO HOLD all and singular such Trust Estate, whether now owned or hereafter acquired and conveyed (by supplemental indenture or otherwise), unto the Trustee and its respective successors in said Trust and assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts in this Indenture set forth for the equal and proportionate benefit, security and protection of all present and future Registered Owners of the Bonds from time to time issued under and secured by this Indenture, without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds; PROVIDED, HOWEVER, that if the Authority, its successors or assigns shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required under Article V hereof, or shall provide, as permitted hereby, for the payment thereof in accordance with Article VII hereof, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the terms and provisions of this Indenture, then upon the final payment thereof, this Indenture and the rights thereby granted shall cease, determine and be void, otherwise this Indenture shall remain in full force and effect. THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, the Trust Estate, are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in this Indenture expressed, and the Authority has agreed and covenanted and does hereby agree and covenant with the Trustee and with the respective Registered Owners of the Bonds as follows: ARTICLE I DEFINITIONS As used in this Indenture, the following terms shall have the following meanings: "Act" means the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes, as from time to time amended and supplemented. 02/112566.3 4 "Additional Debt" means any note, bond, interim certificate or receipt, temporary note, certificate of indebtedness, debenture or other obligation issued by the Authority pursuant to Section 2.10 of this Indenture and having a claim upon the Trust Estate on a parity with the Series 1994A Bonds. "AMBAC Indemnity" means ANIBAC Indemnity Corporation, a Wisconsin - domiciled stock insurance company, and any successors thereto. "Assessor" means the property tax assessor of the County or any successor to the functions of the property tax assessor of the County. "Authority" means (a) the Urban Renewal Authority of Pueblo, Colorado, an urban renewal authority duly organized and existing under the Act, and (b) its successors and assigns. "Authority Representative" means the Person at the time designated to act on behalf of the Authority by written certificate furnished to the Trustee containing the specimen signature of such Person and signed on behalf of the Authority by its duly authorized agent. Such certificate may designate an alternate or alternates. "Average Annual Debt Service" means for each Fiscal Year, the average annual Debt Service Requirement for the Bonds from time to time Outstanding. "Bond Delivery Date" means the date on which the Series 1994 Bonds are issued, sold and delivered to the Original Purchaser. "Bond Payment Date" means each principal or interest payment date for the Bonds as set forth in Section 2.02 of this Indenture. "Bond Purchase Agreement" means the Bond Purchase Agreement dated August 11, 1994 between the Authority and the Original Purchaser with respect to the Series 1994 Bonds. "Bond Registrar" means, collectively, the Trustee and such other financial institutions, if any, as are appointed as Bond Registrar pursuant to Section 5.15 hereof. "Bond Resolution" means the resolution adopted by the Board of Commissioners of the Authority on August 11, 1994, authorizing the execution of this Indenture, the issuance, sale and delivery of the Series 1994 Bonds and certain other matters, and any additional or supplemental resolutions adopted in order to further authorize or validate this Indenture, as from time to time adopted. "Bond Retirement Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof. 02/112566.3 5 "Bond Year" means the twelve (12) month period beginning on each December 1 and ending on November 30 of the following calendar year, except that the first bond year shall commence on August 15, 1994 and end on November 30, 1994. "Bondholder" or "owner of the Bonds" means the Registered Owner of any Bond, as set forth on the records of the Bond Registrar pursuant to Section 5.15 hereof. "Bonds" means the Series 1994 Bonds and any Additional Debt. "Business Day" means any day other than a Saturday, Sunday or legal holiday or day on which banking institutions in the city in which the Trustee has its principal corporate trust office are authorized or required by law to close. "City" means the City of Pueblo, Colorado, and its successors and assigns. - "City Sales Tax Revenue Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof. "Code" means the Internal Revenue Code of 1986, as amended and the regulations, final, proposed and temporary, promulgated thereunder; any references herein to specific sections thereof shall be deemed to include any successor sections of a subsequent federal income tax statute or code. "Cooperation Agreements" means any one or more of the following as the context may require: (a) the Development Agreement; and (b) the Cooperation Agreement, dated August 25, 1986 between the Authority and the City, and the Letters of Understanding from the Assessor and the Treasurer to the Authority, and any supplements or amendments thereto in accordance herewith. "Cost of Construction" shall mean all costs and expenses incurred in connection with the completion of the Phase One Project in accordance with the Phase One Plan and the Act, as generally described in Exhibit C to this Indenture, including but not limited to: (a) all costs which the Authority shall be required to pay, under the terms of any contract or contracts, for the acquisition, construction and completion of the Phase One Project, including all costs associated with the acquisition of real or personal property; (b) obligations of the Authority incurred for labor, services and materials in connection with the acquisition, construction and completion of the Phase One Project, 021112566.3 6 including reimbursement to the Authority or the City for all advances and payments made prior to or after delivery of the Series 1994 Bonds; (c) the costs of performance or other bonds and any and all types of insurance that may be necessary or appropriate to have in effect during the course of construction of the Phase One Project; (d) all costs of engineering, architectural and other professional services, including the costs of the Authority for test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, and for supervising construction, as well as for the performance of all other duties required by or consequent to the proper construction of the Phase One Project; (e) administrative costs and expenses, including but not limited to the fees and expenses of attorneys, accountants, appraisers and financial and special consultants, incurred in connection with the implementation of the Phase One Project; and (f) any sums required to reimburse the City or any other Person for advances made by them for any of the above items or for any other costs incurred and for work done by them which are properly chargeable to the Phase One Project. "County" means Pueblo County, Colorado or its successors. "Debt Service Requirement" means the aggregate amount of the principal of, premium, if any, and interest coming due on all Outstanding Bonds during any Fiscal Year, whether by maturity, mandatory redemption, acceleration or otherwise. "Default" and "Event of Default" have the meanings specified and defined in Section 8.01 of this Indenture. "Developer" means one or more developers or redevelopers of real estate within the Phase One Project Area which may from time to time undertake such activity pursuant to one or more Development Agreements with the Authority, and the successors and assigns of such developers or redevelopers. "Development Agreement" means one or more agreements from time to time entered into by the Authority with one or more Developers and any agreements supplemental thereto entered into in accordance herewith. hereof. "Expense Fund" means the Trust Fund by that name established pursuant to Section 4.02 02/112566.3 7 "Fiscal Year" means the fiscal year of the Authority, which currently begins on January 1 of each year and ends on December 31 of such year, or any other fiscal year of the Authority in the event the fiscal year of the Authority shall be modified. "Governmental Obligations" means direct general obligations of (including obligations issued or held in book -entry form on the books of) the Department of the Treasury of the United States of America. "Indenture" means, collectively, this Indenture and any indenture supplemental hereto, or any restatement, amendment or other modification thereof from time to time entered into in accordance with the provisions of this Indenture. "Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state and who is not a full -time employee, owner or director of the Authority, the City, a Developer or the Trustee. "Interest Rate" means an interest rate on the Series 1994 Bonds as described in Section 2.02 of this Indenture. "Letters of Understanding" means any letters between the Authority and the Persons or entities collecting the Pledged Authority Sales Tax Revenues, the Pledged City Sales Tax Revenues and /or the Pledged Property Tax Revenues, as the letters may exist from time to time. "Local Time" means the time in the city where the Trustee has its Principal Office. "Maximum Annual Debt Service" means, for any Series of Bonds, the maximum annual scheduled Debt Service Requirement for such Series of Bonds during the period such Bonds remain Outstanding. Woody's" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of New York, 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 Authority by notice to the Trustee, which rating agency then maintains a rating with respect to the Series 1994A Bonds or any Additional Bonds. "Municipal Bond Insurance Policy" means the municipal bond insurance policy issued by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Series 1994A Bonds as provided therein. "Original Purchaser" means, with respect to the Series 1994 Bonds, Lewis, de Rozario & Co., Incorporated, or its successors, and, with respect to any Additional Debt, such purchaser or purchasers as the Authority may designate. 02/112566.3 8 "Outstanding" or "Bonds Outstanding" means all Bonds which have been authenticated and delivered by the Trustee under this Indenture, except: (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds paid or deemed to be paid in accordance with the provisions of Article VII of this Indenture, including the proviso concerning the Series 1994A Bonds; and (c) Bonds in lieu of which others have been authenticated under Section 2.07 or Section 2.08 of this Indenture. "Panty Bonds" means the Series 1994A Bonds and any Additional Debt issued under this Indenture. "Paying Agent" means the Trustee and such other financial institutions, if any, as are appointed additional Paying Agents pursuant to Section 5.15 of this Indenture. "Permitted Investments" means any of the following which at the time of investment are legal investments under the laws of the State for moneys proposed to be invested therein: (a) Governmental Obligations; or (b) obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: — Export—Import Bank — Farm Credit System Financial Assistance Corporation — Farmers Home Administration — General Services Administration — U.S. Maritime Administration — Small Business Administration — Government National Mortgage Association (GNMA) — U.S. Department of Housing & Urban Development (PHA's) — Federal Housing Administration; (c) senior debt obligations rated "AAA" by S &P and "Aaa" by Moody's, issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation; senior debt obligations of other government sponsored agencies must be approved by AMBAC Indemnity; (d) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short-term 02/112566.3 9 certificates of deposit on the date of purchase of "A -1" or "A -1 +" by S &P and "P -1" by Moody's and maturing no more than 360 days after the date of purchase, where ratings on holding companies are not considered as the rating of the bank; (e) commercial paper which is rated at the time of purchase in the single highest classification, "A -1 +" by S &P and "PA" by Moody's, and which matures not more than 270 days after the date of purchase; (f) investments in a money market fund rated "AAAm" or "AAAm —G" or better by S &P; (g) 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 the escrow, in the highest rating category of S &P and Moody's; or (B) (1) which are fully secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or obligations described in paragraph (a) above, which fund 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 (2) which fund 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; (h) investment agreements approved in writing by AMBAC Indemnity, which writing is delivered to the Trustee, and is reasonably acceptable to the Trustee, with notice to S &P; (i) other forms of investments (including repurchase agreements) permitted by applicable law and approved in writing by AM 3AC Indemnity, which writing is delivered to the Trustee, with notice to S &P; and 0) for purposes of investments in the Series 1994B Escrow Fund only, the Agreement dated August 15, 1994, by and among Morgan Stanley & Co., Incorporated, the Trustee and the Authority. 02/112566.3 10 ... Lllk1..__, "Person" means an individual, partnership, corporation, trust or unincorporated organization, or a government or agency, instrumentality, program, account, fund, political subdivision or corporation thereof. "Phase One Plan" means the Urban Renewal Plan for the Amended Phase One Urban Renewal Project for Downtown Pueblo, as initially adopted by the City on August 25, 1986, and as amended or supplemented on February 22, 1988 and July 22, 1991, and as may be further amended or supplemented in accordance with the Act and this Indenture. "Phase One Project" means undertakings and activities of the Authority for the elimination of blight and for the prevention of the development or spread of slums and blight in accordance with the Phase One Plan and the Act, as generally described in Exhibit C to this Indenture. "Phase One Project Area" means the area described in Exhibit B hereto. "Pledged Authority Sales Tax Revenues" means, for each Fiscal Year, all of the proceeds of the Sales Tax collected within the Phase One Project Area after deduction of the following amounts: (a) the proportional share of the reasonable and necessary costs and expenses of collecting and enforcing the Sales Tax attributable to the Phase One Project Area; and (b) an amount equal to the Sales Tax Base Amount. "Pledged City Sales Tax Revenues" means all of the proceeds of the 3.3 % portion of the sales and use tax levied by the City, as set forth in Section 14 -4 -17 of the City's Code of Ordinances, which moneys are and /or have been deposited in the City's "Collection Fee Fund" and pledged to the payment of the Bonds as authorized by the City's electorate on November 2, 1993, and by Ordinance No. 5853, passed and adopted on second reading by the City Council on January 10, 1994. "Pledged Property Tax Revenues" means, for each Fiscal Year and subject to Sections 4.06(g) and 5.11 hereof, that portion of ad valorem property taxes produced by the levy at the rates fixed each year by or for the governing bodies of the various taxing jurisdictions within or overlapping the Phase One Project Area upon that portion of the valuation for assessment of all taxable property within the Phase One Project Area which is in excess of the Property Tax Base Amount; provided, however, that such amount shall be reduced by any lawful collection fee charged by the County; and provided further, however, that in the event of a general reassessment of taxable property in the Phase One Project Area, the valuation for assessment of taxable property within the Phase One Project Area shall be proportionately adjusted in accordance with such general reassessment. 02/112566.3 11 "Pledged Revenues" means (a) the Pledged Property Tax Revenues, (b) the Pledged Authority Sales Tax Revenues, (c) the Pledged City Sales Tax Revenues, and (d) all income derived from the investment and reinvestment of the Trust Funds, except for the Rebate Fund. "Principal Office" means the principal office of any Person designated as such in a written notice to the Trustee by such Person. "Property Tar Base Amount" means $0 for the original Phase One Project Area and $49,910 for the additional Phase One Project Area added on January 28, 1988, or such other amount as shall be certified by the Assessor as the valuation for assessment of all taxable property within the Phase One Project Area last certified by the Assessor prior to the adoption of the Phase One Plan. "Rebate Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof. "Record Date" means the fifteenth (15th) day of the calendar month prior to any Bond Payment Date. "Registered Owner" means the Person or Persons in whose name or names a Bond shall be registered on the books of the Authority kept by the Bond Registrar for that purpose in accordance with the provisions of Section 5.15 of this Indenture. "Reserve Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof, which includes the Series 1994A Reserve Account and the Series 1994B Reserve Account. "Reserve Fund Requirement" means, with respect to any Series of Bonds, including the Series 1994A Bonds, the Series 1994B Bonds and any Additional Debt, an amount equal to the least of (a) ten percent (10%) of the principal amount of the Bonds of such Series, (b) the Maximum Annual Debt Service on the Bonds of such Series or (c) one hundred twenty -five percent (125 %) of Average Annual Debt Service on the Bonds of such Series. "Sales Tax" or "Sales Taxes" means the municipal sales tax established by the City as the same shall from time to time be in effect, pertaining to, including, without limitation, the sale, lease, rental, purchase or consumption of tangible personal property and taxable services, or any successor tax in the event that such taxes are replaced or superseded. "Sales Tar Base Amount" means $ -0- or such other amount as may be lawfully determined by the City to be the total collections of Sales Taxes within the Phase One Project Area for the twelve -month period immediately preceding the original adoption of the Phase One Plan. 02/112566.3 12 "Series" means any series of Bonds designated as such in the proceedings pursuant to which such Bonds are issued. "Series 1986A Bonds" means the $9,950,000 aggregate principal amount of "Urban Renewal Authority of Pueblo, Colorado, Tax Increment Revenue Bonds (Phase One Urban Renewal Project), Series 1986A," issued by the Authority originally in 1986. "Series 1994 Bonds" means, collectively, the Series 1994A Bonds and the Series 1994B Bonds. "Series 1994A Bonds" means the $7,275,000 aggregate principal amount of the Authority's Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994A, issued pursuant to this Indenture. "Series 1994B Bonds" means the $2,225,000 aggregate principal amount of the Authority's Subordinate Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994B, issued pursuant to this Indenture. "Series 1994 Project Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof. "Series 1994A Debt Service Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof. "Series 1994A Reserve Account" means the Trust Fund by that name established in the Reserve Fund pursuant to Section 4.02 hereof. "Series 1994B Debt Service Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof. "Series 1994B Reserve Account" means the Trust Fund by that name established in the Reserve Fund pursuant to Section 4.02 hereof. "S &P" means Standard & Poor's Ratings Group, a corporation organized and existing under the laws of the State of New York, 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, "S & P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Authority by notice to the Trustee, which rating agency then maintains a rating with respect to the Series 1994 Bonds or any Additional Bonds. "Special Interest Payment Date" means a special date fixed to pay defaulted interest on the Bonds as further provided in Section 2.02(f) of this Indenture. 0"-)/ 112566.3 13 "Special Record Date" means a special date fixed to determine the names and addresses of Registered Owners for purposes of paying defaulted interest on a Special Interest Payment Date, all as further provided in Section 2.02(f) of this Indenture. "State" means the State of Colorado. "Subordinate Debt" means any obligation issued or incurred by the Authority pursuant to Section 2.10 of this Indenture, and payable from the Trust Estate on a basis which is subordinate to the claim thereon which secures any Outstanding Series of the Bonds. "Subordinate Debt Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof. "Supplemental Reserve Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof, which includes the Supplemental Series 1994A Reserve Account and the Supplemental Series 1994B Reserve Account. "Supplemental Reserve Fund Requirement" means the Average Annual Debt Service in any Fiscal Year for the Series of Outstanding Bonds being examined. "Supplemental Series 1994A Reserve Account" means the Trust Fund by that name established in the Supplemental Reserve Fund pursuant to Section 4.02 hereof. "Supplemental Series 1994B Reserve Account" means the Trust Fund by that name established in the Supplemental Reserve Fund pursuant to Section 4.02 hereof. "Tax Increment Revenue Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof. "Treasurer" means the treasurer of the County or any successor to the functions of the treasurer of the County. "Trustee" means The Bank of Cherry Creek, N.A., a banking association duly organized and existing under and by virtue of the laws of the United States of America, having its principal corporate trust office in Denver, Colorado, and its successors, and any successor Trustee at the time serving as successor trustee hereunder. "Trust Estate" means the rights, property and interests pledged and assigned by the Authority under the Indenture to the Trustee pursuant to the Granting Clauses of the Indenture. "Trust Funds" means all funds and accounts established under Section 4.02 of this Indenture. 02l 112566.3 14 "Value" means that the value of any investments shall be calculated as follows: (a) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times: the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; (b) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Trustee in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; (c) as to certificates of deposit and bankers acceptances: the face amount thereof, plus accrued interest; and (d) as to any investment not specified above: the value thereof established by prior agreement between the Authority, the Trustee and AM 3AC Indemnity. ARTICLE H THE BONDS Section 2.01. Authorized Amount of Bonds. No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The total principal amount of Bonds that may be issued by the Authority and which may be secured in any manner by the Trust Estate is hereby expressly limited to (a) the $9,500,000 in aggregate principal amount of the Series 1994 Bonds, (b) any Bonds issued pursuant to Section 2.07 of this Indenture and (c) any Additional Debt issued by the Authority pursuant to Section 2.10 of this Indenture. The Authority may also issue any Subordinate Debt payable from the Trust Estate on a subordinate basis as set forth in Section 2.10 of this Indenture. Section 2.02. Issuance of Series 1994 Bonds; Bond Provisions. (a) Bond Details and Maturities. The Series 1994A Bonds shall be designated "Urban Renewal Authority of Pueblo, Colorado, Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994A" and shall be in the aggregate principal amount of $7,275,000. The Series 1994B Bonds shall be designated "Urban Renewal Authority of Pueblo, Colorado, Subordinate Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994B" and shall be in the aggregate principal amount of $2,225,000. The Series 1994A Bonds shall be issuable only as fully registered Bonds in the denomination of $5,000 or any integral multiple thereof. The Series 1994B Bonds shall be issuable only as fully registered Bonds in the denominations of $5,000 or any integral 02/112566.3 15 multiple thereof. The Series 1994A Bonds shall be lettered "RA" and shall be numbered consecutively from 1 upward. The Series 1994B Bonds shall be lettered "RB" and shall be numbered consecutively from 1 upward. The Series 1994 Bonds shall be dated as of August 15, 1994. The Series 1994 Bonds shall bear interest from August 15, 1994, if authenticated prior to December 1, 1994, or if authenticated on any later date, the Series 1994 Bonds shall bear interest from the June 1 or December 1 next preceding their date of authentication, or if authenticated on June 1 or December 1, the Series 1994 Bonds shall bear interest from such date; provided however, that if interest on the Series 1994 Bonds shall be in default, Series 1994 Bonds issued in exchange for Series 1994 Bonds surrendered for transfer or exchange shall bear interest from the date to which interest has been paid in full on the Series 1994 Bonds so surrendered. The Series 1994A Bonds shall mature and bear interest as follows: 02/112566.3 16 Principal Interest December 1 Amount Rate 1995 $ 145,000 3.80 1996 155,000 4.30 1997 160,000 4.55 1998 165,000 4.70 1999 175,000 4.85 2000 185,000 5.00 2001 190,000 5.10 2002 200,000 5.20 2003 210,000 5.30 2004 225,000 5.40 2009 1,325,000 5.80 2012 995,000 6.05 2015 1,190,000 6.10 2019 1,955,000 6.15 02/112566.3 16 The Series 1994B Bonds shall mature and bear interest as follows: Principal Interest December 1 Amount Rate 1997 $ 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2012 2019 (b) Interest Payment Dates. Each Series 1994 Bond shall bear interest at the applicable interest rate set forth above, payable on each June 1 and December 1 of each year until maturity or early redemption, commencing on December 1, 1994. (c) Bond Payments. The principal of and premium, if any, on the Series 1994 Bonds shall be payable at the principal corporate trust office of the Trustee or any other Paying Agent, and interest on any Series 1994 Bond shall be paid by check or draft mailed to the Registered Owner thereof by the Trustee at the address of such )Registered Owner as it appears on the registration books of the Authority maintained by the Trustee on the Record Date, such payment to be made by check or draft of the Trustee or, upon request of any Registered Owner and upon making arrangements satisfactory to the Trustee for the payment of the fees and expenses of the Trustee, by wire transfer to such Registered Owner; but any such interest not so timely paid or duly provided for shall cease to be payable to the Person who is the Registered Owner of the applicable Bond on the Record Date and shall be payable to the Person who is the Registered Owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the Registered Owners of the Bonds not less than ten (10) days prior to the Special Record Date by first -class mail to each such Registered Owner as shown on the Registration Books on a date selected by the Trustee, stating the date of the Special Record Date and the Special Interest Payment Date fixed for the payment of such defaulted interest. 02/112566.3 17 If any payment of the Debt Service Requirement for any Series 1994 Bond is due on a day not a Business Day, payment shall be made on the next succeeding Business Day with the same force and effect as if made on the date fixed for such payment, and no interest shall accrue for the period after such date. Section 2.03. Execution; Limited Obligations; Book Entry; Use of Proceeds of Series 1994 Bonds; Transfer of Funds. (a) The Series 1994 Bonds shall be executed on behalf of the Authority with the manual or facsimile signature of its Chairman or Vice Chairman and shall have impressed or imprinted thereon the official seal of the Authority and be attested with the manual or facsimile signature of the Secretary of the Authority. All authorized facsimile signatures shall have the same force and effect as if manually signed. (b) The Series 1994A Bonds and the Series 1994B Bonds are and shall be special obligations of the Authority and each Series is equally secured by an irrevocable pledge of, and payable as to principal, premium, if any, and interest from, the portions of the Trust Estate provided herein, without priority for number, date of sale, date of execution or authentication or date of delivery, except as provided herein. Principal of, premium, if any, and interest on the Series 1994 Bonds shall not constitute an indebtedness of the City, the State or any political subdivision thereof, and neither the City, the State nor any political subdivision thereof shall be liable thereon, except that the City shall transfer the Pledged City Sales Tax Revenues as set forth in this Indenture for payment of the Series 1994 Bonds, nor in any event shall the principal of, premium, if any, or interest on the Series 1994 Bonds be payable out of any funds or properties other than the Trust Estate. Further, the Series 1994 Bonds shall not constitute a debt or an indebtedness within the meaning of any constitutional or statutory debt limitation or provision applicable to the City. Neither the members of the Authority nor any Persons executing the Series 1994 Bonds shall be liable personally on the Series 1994 Bonds. (c) For purposes of this Section 2.03, "Agent Member" means a member of, or participant in, the Securities Depository; "Person" means any individual, corporation, partnership, joint venture, association, joint -stock company, trust, unincorporated organization or government or any agency or political subdivision thereof; and "Securities Depository" means The Depository Trust Company and its successors and assigns, or if (i) the then Securities Depository resigns from its functions as depository of the Series 1994 Bonds or (ii) the Authority discontinues use of the Securities Depository pursuant to Section 2.03(f) hereof, any other securities depository which agrees to follow procedures required to be followed by a securities depository in connection with the Series 1994 Bonds and which is selected by the Authority with the consent of the Trustee. 021112566.3 18 (d) Except as otherwise provided in this Section 2.03, the Series 1994 Bonds in the form of one global bond for each stated maturity date of each series shall be registered in the name of the Securities Depository or its nominee and ownership thereof shall be maintained in book -entry form by the Securities Depository for the account of the Agent Members. Initially, each Series 1994 Bond shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Except as provided in subsection (f) of this Section 2.03, the Series 1994 Bonds may be transferred, in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities Depository selected or approved by the Authority or to a nominee of such successor Securities Depository. Each global bond shall bear a legend substantially to the following effect: "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 (as defined in the Indenture) or to a successor Securities Depository or to a nominee of a successor Securities Depository." (e) Except as otherwise provided in this Section 2.03, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Series 1994 Bonds, (ii) the delivery to any Agent Member, beneficial owner of the Series 1994 Bonds or other Person, other than the Securities Depository, of any notice with respect to the Series 1994 Bonds or (iii) the payment to any Agent Member, beneficial owner of the Series 1994 Bonds or other Person, other than the Securities Depository, of any amount with respect to the principal of or interest on the Series 1994 Bonds. So long as the certificates for the Series 1994 Bonds issued under this Indenture are not issued pursuant to subsection (f) of this Section 2.03, the Authority and the Trustee may treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of the Series 1994 Bonds for all purposes whatsoever, including, without limitation, (A) the payment of principal of and interest on such Series 1994 Bonds, (B) giving notices of redemption and other matters with respect to such Series 1994 Bonds and (C) registering transfers with respect to such Series 1994 Bonds. In connection with any notice or other communication to be provided to the Owners of the Series 1994 Bonds pursuant to this Indenture by the Authority or the Trustee with respect to any consent or other action to be taken by such Registered Owners, the Authority or the Trustee, as the case may be, shall establish a record date for such consent or other action and, if the Securities Depository shall be the sole Registered Owner of all of the Series 1994 Bonds, give the Securities Depository notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. The notice to the Securities Depository provided for in the preceding sentence shall be given only when the Securities Depository is the sole Registered Owner of the Series 1994 Bonds. (f) If at any time the Securities Depository notifies the Authority and the Trustee that it is unwilling or unable to continue as Securities Depository with respect to any or all of the Series 1994 Bonds or if at any time the Securities Depository shall 02/112566.3 19 no longer be registered or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation and a successor Securities Depository is not appointed by the Authority with the consent of the Trustee within 90 days after the Authority receives notice or becomes aware of such condition, as the case may be, then subsection (d) of this Section 2.03 shall no longer be applicable and the Authority shall execute and the Trustee shall authenticate and deliver certificates representing the Series 1994 Bonds as provided below. In addition, the Authority may determine at any time that the Series 1994 Bonds shall no longer be represented by global certificates and that the provisions of subsections (d), (e) and (f) of this Section 2.03 shall no longer apply to the Series 1994 Bonds. In such event, the Authority shall execute and the Trustee shall authenticate and deliver certificates representing the Series 1994 Bonds as provided below. Certificates for the Series 1994 Bonds issued solely in exchange for a global certificate pursuant to this subsection (f) shall be registered in such names and authorized denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the Authority and the Trustee. The Trustee shall promptly deliver such certificates representing the Series 1994 Bonds to the Persons in whose names such Series 1994 Bonds are so registered. (g) The proceeds of the Series 1994 Bonds, plus accrued interest, if any, on the Series 1994 Bonds to the date of their delivery, shall be, and the Trustee hereby acknowledges and confirms that such proceeds and any accrued interest were deposited with the Trustee in the funds and accounts established under this Indenture and /or used, together with moneys available from the proceeds of the Series 1986A Bonds, as follows: (i) to the Expense Fund, the sum of $128,364.98; (ii) to the Series 1994 Project Fund, the sum of $6,706,636.27; (iii) transferred to Colorado National Bank, as trustee and paying agent for the Series 1986A Bonds, the sum of $9,121,824.25; (iv) to the Series 1994A Reserve Account, the sum of $568,020,00; (v) to the Series 1994B Reserve Account, the sum of $ -0 -; and (vi) to the Series 1994B Escrow Account, the sum of $2,225,000.00. Section 2.04. Authentication. No Series 1994 Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless and until a certificate of authentication on such Series 1994 Bond substantially in the form set forth in Exhibit A to this Indenture shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon any such Series 1994 Bond shall be conclusive evidence that such Series 1994 Bond has been authenticated and delivered under this Indenture. The certificate of authentication of the Trustee on any Series 1994 Bond shall be deemed to have been executed by the Trustee 021112566.3 20 f if manually signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer execute the certificate of authentication on all of the Series 1994 Bonds. Section 2.05. Fonns of Series 1994 Bonds. The Series 1994 Bonds and the certificate of authentication of the Trustee to be endorsed on the Series 1994 Bonds shall be in substantially the forms set forth in Exhibit A to this Indenture, with appropriate variations, omissions and insertions as permitted or required by this Indenture. Section 2.06. Delivery of Series 1994 Bonds. Upon the execution and delivery of this Indenture, the Authority shall execute and deliver the Series 1994 Bonds to the Trustee, and the Trustee shall authenticate the Series 1994 Bonds. The Trustee shall thereupon deliver the Series 1994 Bonds to the Original Purchaser pursuant to the Bond Purchase Agreement as directed by the Authority and as provided in this Section. Prior to the delivery by the Trustee of the Series 1994 Bonds there shall be filed with or provided to the Trustee, and the Trustee hereby acknowledges and confirms receipt of, the following: (a) a copy, duly certified by the Secretary of the Authority, of the Bond Resolution adopted by the Board of Commissioners of the Authority authorizing the issuance of the Series 1994 Bonds, the execution and delivery of this Indenture, the Bond Purchase Agreement and certain other matters; (b) original executed counterparts of this Indenture, the Cooperation Agreement dated August 25, 1986 between the Authority and the City, and the Letters of Understanding from the Assessor and Treasurer to the Authority; and (c) a request and authorization to the Trustee on behalf of the Authority and signed by its Chairman or Vice Chairman to authenticate and deliver the Series 1994 Bonds to the Original Purchaser upon payment to the Trustee, but for the account of the Authority, of a sum specified in such request and authorization plus accrued interest thereon, if any, to the date of delivery, which shall be paid over to the Trustee and deposited and /or used pursuant to Section 2.03 hereof. Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds. In the event that any Bond is mutilated, lost, stolen or destroyed, the Authority shall execute and the Trustee shall authenticate a new Bond of like maturity, Series, interest rate and denomination to that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Authority, and in the case of any lost, stolen or destroyed Bond, there first shall be furnished to the Authority and the Trustee evidence of such loss, theft or destruction satisfactory to the Authority and the Trustee, together with an indemnity satisfactory to them. In the event that any such Bond shall have matured, instead of issuing a duplicate Bond, the Authority may pay the same without surrender thereof making such requirements as it deems fit for its protection, including a lost instrument bond. The Authority 02/112566.3 21 and the Trustee may charge the Registered Owner of any mutilated, lost, stolen or destroyed Bond with their reasonable fees and expenses for such service. Section 2.08. Registration and Exchange of Bonds; Persons Treated as Owners. The Authority shall cause books for the registration and for the transfer of the Bonds as provided in this Indenture to be kept by the Trustee, which is constituted and appointed the Bond Registrar of the Authority pursuant to Section 5.15 of this Indenture. Upon surrender for transfer of any Bond at the principal corporate trust office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or the attorney -in -fact for such Registered Owner duly authorized in writing, the Authority shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds for a like aggregate principal amount and of like maturity, Series and interest rate. Bonds may be exchanged at the principal corporate trust office of the Trustee for a like aggregate principal amount of Bonds of the same date, denomination, maturity, Series and interest rate, or for a like aggregate principal amount of Bonds of other authorized denominations of the same date, maturity, Series and interest rate. The Authority shall execute and the Trustee shall authenticate and deliver Bonds which the Bondholder making the exchange is entitled to receive, bearing numbers not previously assigned to a Bond. The execution by the Authority of any Bond of any denomination shall constitute full and due authorization of such denomination, and the Trustee shall thereby be authorized to authenticate and deliver such Bond. The Trustee shall not be required to transfer or exchange any Bond during the period commencing on the Record Date and ending on the immediately following Bond Payment Date nor to transfer or exchange any Bond after the mailing of notice calling such Bond or portion thereof for redemption has been given as provided herein, nor during the period of fifteen (15) days next preceding the giving of such notice of redemption. Registered Owners of Series 1994 Bonds shall, by their purchase of such Series 1994 Bonds, be deemed to have irrevocably appointed the Trustee as their agent for the purposes as set forth in this Indenture. In each case, the Trustee may require the payment by the Bondholder requesting exchange or transfer of the fees and expenses of the Trustee incurred in connection therewith and shall require the payment of any tax, fee, transfer or exchange or other governmental charge required to be paid with respect to such exchange or transfer. Section 2.09. Destruction of Bonds. Whenever any Outstanding Bond shall be delivered to the Trustee for cancellation pursuant to this Indenture, upon payment of the principal amount or interest represented thereby, or for replacement pursuant to Section 2.07 or Section 2.08 of this Indenture, such Bond shall be promptly canceled and cremated or otherwise destroyed by the Trustee, and counterparts of a certificate of destruction evidencing such cremation or other destruction shall be furnished by the Trustee to the Authority. 02/112566.3 22 Section 2. 10. Additional Debt and Subordinate Debt. So long as no Default or Event of Default has occurred and is at the time continuing under this Indenture, Additional Debt may be issued, authenticated and delivered for the purpose of providing the Authority with funds for any lawful purpose of the Authority, provided, however, that so long as any Series 1994B Bonds are Outstanding, Additional Debt shall be issued solely for the purpose of (i) refunding all or any portion of the Series 1994 Bonds and (ii) paying costs of issuance, capitalizing interest, establishing one or more reserve funds or paying other costs incurred in connection with the issuance of any such Additional Debt, and provided further that if the Series 1994B Bonds are no longer Outstanding, so long as any Series 1994A Bonds are Outstanding, Additional Debt shall be issued solely for the purpose of (A) refunding all or any portion of any Series of the Outstanding Bonds, (B) paying any cost or expenses of the Authority to be incurred in connection with the Phase One Project, (C) expanding the Phase One Project Area and the Phase One Project, or either of them and (D) paying costs of issuance, capitalizing interest, establishing one or more reserve funds or paying other costs incurred in connection with the issuance of any such Additional Debt. The Additional Debt of each such Series shall be authenticated by the Trustee and, upon payment to the Trustee of the proceeds of said sale of such Additional Debt, such Additional Debt shall be delivered by the Trustee to or upon the order of the original purchaser thereof, but only upon there being filed with the Trustee, such original purchaser, the Original Purchaser and the Authority: (a) original, executed counterparts of an indenture supplemental to this Indenture and a resolution supplementing or amending the Bond Resolution in order to cause the issuance of the Additional Debt; and establishing the date or dates of the Additional Debt, the rate or rates of interest on the Additional Debt, the time or times of payment of the interest thereon and the principal thereof, and the redemption provisions, if any, with respect thereto, which shall be as provided in the supplemental indenture, rather than as provided in this Indenture, and may differ from the provisions with respect to the Series 1994 Bonds set forth in this Indenture; provided, however, that the Bond Payment Dates for each Series of Additional Debt shall be the same as the Bond Payment Dates for the Series 1994 Bonds then Outstanding, if any; (b) a written opinion by an attorney, or firm of attorneys, of nationally recognized standing on the subject of municipal bonds and acceptable to the Authority, the Original Purchaser, the original purchaser of the Additional Debt and the Trustee, to the effect that the issuance of the Additional Debt and the execution thereof have been duly authorized, all conditions precedent to the delivery thereof have been fulfilled, and that the exclusion from gross income for federal income tax purposes of the interest on the Series 1994 Bonds and any Additional Debt theretofore issued will not be adversely affected by the issuance of the proposed Additional Debt; (c) a certificate of the Authority Representative to the effect that the proceeds of the proposed Additional Debt will be used for a permissible undertaking under this Indenture, the Phase One Plan and the Act; 021112566.3 23 (d) an opinion from the City Attorney to the effect that the City has duly authorized the continued pledge of the Pledged City Sales Tax Revenues or, if appropriate, has not rescinded the pledge already in effect of the Pledged City Sales Tax Revenues to the payment of the Bonds, including such Additional Debt; (e) a report of certified public accountants addressed to the Authority, the Trustee and the Original Purchaser establishing to the reasonable satisfaction of the Authority, the Trustee and the Original Purchaser that the Pledged City Sales Tax Revenues deposited in the City Sales Tax Revenue Fund during each of the past two (2) Fiscal Years, were at least one hundred thirty -five percent (135%) of the Maximum Annual Debt Service of the combination of (i) the Parity Bonds then Outstanding and (ii) the Additional Debt proposed to be issued; provided, however, that any Bonds to be refunded with the proceeds of any such Additional Debt shall be excluded for purposes of such calculation; and provided, further, that for purposes of this Subsection 2.10(e), "Pledged City Sales Tax Revenues" shall not include moneys derived from any of the City's sales or use taxes which by the terms of the then current City ordinances, terminate prior to the final maturity of the proposed Additional Debt; and (f) a written order to the Trustee by the Authority to authenticate and deliver the Additional Debt to the original purchaser therein identified upon payment to the Trustee of a specified sum plus accrued interest. At such time as any Additional Debt shall be issued, the Authority shall deposit or cause to be deposited in a new, appropriate account within the Reserve Fund an amount sufficient to make the amount on deposit in the new reserve account equal to the Reserve Fund Requirement for the Series of such Additional Debt. Each Series of Additional Debt issued pursuant to this Section 2.10 shall be equally and ratably secured under this Indenture with the Series 1994A Bonds only and all other Series of Additional Debt, if any, theretofore issued pursuant to this Section 2. 10, without preference, priority or distinction of any such Parity Bonds over any other thereof; provided, however, that amounts on deposit in the Series 1994 Project Fund, the Series 1994B Debt Service Fund, the Series 1994A Reserve Account, the Series 1994B Reserve Account, the Supplemental Series 1994A Reserve Account, the Supplemental Series 1994B Reserve Account and the Series 1994B Escrow Fund are pledged solely as security for the respective Series 1994 Bonds; and provided further, that the payment of the Debt Service Requirement on any Additional Debt shall be accomplished by deposits into and payments form the Series 1994A Debt Service Fund. Notwithstanding anything contained in this Indenture to the contrary, the Authority may issue or incur Subordinate Debt from time to time as determined by the Authority without the consent of or notice to the Registered Owners of the Bonds at the time Outstanding or any other Person. Subordinate Debt shall have no claim for payment upon the Trust Estate except for such amounts, if any, as may be deposited in the Subordinate Debt Fund. Payment of such Subordinate Debt shall be subordinate to payment of the Series 1994 Bonds and all Additional 021112566.3 24 Debt. Any such Subordinate Debt shall be issued by the Authority only upon the deposit into an appropriate reserve account of the appropriate Reserve Fund Requirement for such Series of Subordinate Debt. Section 2.11. Temporary Bonds. Until Bonds in definitive form are ready for delivery, the Authority may execute, and upon the request of the Authority, the Trustee shall authenticate and deliver, subject to the provisions, limitations and conditions set forth above, one or more Bonds in temporary form, whether printed, typewritten, lithographed or otherwise produced, substantially in the form of the definitive Bonds, with appropriate omissions, variations and insertions, and in authorized denominations. Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the lien and benefit of this Indenture. Upon the presentation and surrender of any Bond or Bonds in temporary form, the Authority shall, without unreasonable delay, prepare, execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, in exchange therefor, a Bond or Bonds in definitive form. Such exchange shall be made by the Trustee without making any charge therefor to the Registered Owner of such Bond in temporary form. ARTICLE III REDEMPTION OF SERIES 1994 BONDS BEFORE MATURITY Section 3.01. Redemption Dates and Prices. (a) Optional Redemption. The Series 1994A Bonds maturing on and after December 1, 2004 shall be subject to redemption, at the option of the Authority, in whole, or in part (and if in part, as directed by the Authority) on December 1, 2003, and on any interest payment date thereafter, at the redemption prices (expressed as a percentage of principal amount of the Series 1994A Bonds to be redeemed) set forth below, plus accrued interest to the date of redemption: Redemption Dates Redemption Prices December 1, 2003 and June 1, 2004 101% December 1, 2004 and thereafter 100 The Series 1994B Bonds maturing on and after December 1, 2007 shall be subject to redemption, at the option of the Authority, in whole, or in part (and if in part, as directed by the Authority) on December 1, 2006, and on any interest payment date thereafter, at a price equal to the principal amount of the Series 1994B Bonds to be redeemed, plus accrued interest to the date of redemption. (b) Mandatory Sinking Fund Redemption. The Series 1994A Bonds maturing on December 1, 2009, December 1, 2012, December 1, 2015 and December 1, 2019 and the Series 1994B Bonds maturing on December 1, 2019 shall be subject to mandatory 02/112566.3 25 sinking fund redemption on the dates set forth below at a price of one hundred percent (100 %) of the principal amount of the Series 1994 Bonds to be redeemed, plus accrued interest to the date of redemption, the particular Series 1994 Bonds to be redeemed to be selected by lot in such manner as the Trustee shall determine. Amounts on deposit in the Series 1994A Debt Service Fund shall be applied to the mandatory sinking fund redemption of the Series 1994A Bonds, as appropriate, on December 1 of each of the years and in the principal amounts set forth below: Series 1994A Bonds Maturing on December 1, 2009 Sinking Fund Redemption Date (December 1) Principal Amount of Series 1994A Bonds 2005 2006 2007 2008 2009' 'Final Maturity. $235,000 250,000 265,000 280,000 295,000 Series 1994A Bonds Maturing on December 1, 2012 Sinking Fund Redemption Date (December 1) Principal Amount of Series 1994A Bonds 2010 2011 2012' `Final Maturity. $315,000 330,000 350,000 02/11 2566.3 26 onnn�w■■■ Series 1994A Bonds Maturing on December 1, 2015 Sinking Fund Redemption Date (December 1) Principal Amount of Series 1994A Bonds 2013 2014 2015' 'Final Maturity. $375,000 395,000 420,000 Series 1994A Bonds Maturing on December 1, 2019 Sinking Fund Redemption Date (December 1 ) Principal Amount of Series 1994A Bonds 2016 2017 2018 2019' `Final Maturity. $445,000 475,000 500,000 535,000 Series 1994B Bonds Maturing on December 1, 2012 Sinking Fund Redemption Date (December 1) Principal Amount of Series 1994B Bonds 'Final Maturity. 02/112566.3 27 ....1'dlr+....r .._._... _ Series 1994B Bonds Maturing on December 1, 2019 Sinking Fund Redemption Date Principal Amount of (December 1) Series 1994B Bonds 'Final Maturity. On or before the 30th day prior to each such sinking fund payment date, the Trustee shall proceed to select the Series 1994A Bonds and /or the Series 1994B Bonds for redemption from such sinking fund on the next December 1, and on the 30th day prior to each sinking fund payment date give notice of such call as provided in Section 3.02 hereof. Not less than sixty (60) days prior to any sinking fund redemption date, the Authority may deliver, or cause to be delivered, to the Trustee for cancellation, Series 1994A Bonds maturing on December 1, 2009, December 1, 2012, December 1, 2015 or December 1, 2019, as appropriate, or Series 1994B Bonds maturing on December 1, 2012 or 2019, as appropriate, as the case may be, in any principal amount constituting a multiple of $5,000, and which shall have been previously called for redemption and surrendered to the Authority other than through the operation of the sinking fund redemption provisions of this Section, or which shall have been purchased by the Authority in the open market, and the Authority shall receive a credit against the next occurring appropriate sinking fund redemption requirement, in an amount equal to the aggregate principal amount of such Series 1994A Bonds or Series 1994B Bonds so delivered to the Trustee. Each Series 1994 Bond so delivered shall be credited by the Trustee at the principal amount thereof on the obligation of the Authority on such sinking fund redemption date, and, to the extent of any excess, to the next appropriate annual sinking fund redemption date or dates, and the principal amount of Series 1994 Bonds to be redeemed by operation of such sinking fund on such date or dates shall be accordingly reduced. In case a Series 1994 Bond is of a denomination larger than $5,000, a portion of such Series 1994 Bond ($5,000 or any integral multiple thereof) may be redeemed, but Series 1994 Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. (c) Authority's Redemption Certificate. The Series 1994 Bonds shall be called for redemption by the Trustee as provided in (a) above upon receipt by the Trustee at least forty -five (45) days prior to the redemption date of a certificate of the Authority 02/112566.3 28 signed by the Authority Representative on behalf of the Authority directing such redemption. Such certificate shall specify the redemption date, the principal amount and maturities of the Series 1994 Bonds or portions thereof so called for redemption, the applicable redemption price or prices and the provision or provisions of this Indenture pursuant to which such Series 1994 Bonds are called for redemption. The Series 1994 Bonds shall be called for redemption by the Trustee as provided in (b) above without any direction from the Authority. Section 3.02. Notice of Redemption. Notice of the call for any redemption, identifying the Series 1994 Bonds or portions thereof to be redeemed, shall be given by the Trustee by first - class mail, postage prepaid, at least thirty (30) days prior to the date fixed for redemption to the Registered Owner of each Series 1994 Bond to be redeemed, in whole or in part, at the address shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 1994 Bond or portion thereof with respect to which no such failure has occurred. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Registered Owner actually receives the notice. Section 3.03. Redemption Payments. Prior to the date fixed for redemption, funds shall be deposited in the Series 1994A Debt Service Fund and /or the Series 1994B Debt Service Fund, as may be appropriate, with the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds to the payment of, the Series 1994A Bonds and /or the Series 1994B Bonds, respectively, or the portions thereof called, together with accrued interest thereon to the redemption date and any required premium. Upon the giving of notice as set forth in Section 3.02 hereof and the deposit of funds for redemption, interest on the respective Series 1994 Bonds or portions thereof thus called shall no longer accrue after the date fixed for redemption. Section 3.04. Cancellation. All Bonds which have been redeemed shall not be reissued but shall be canceled and cremated or otherwise destroyed by the Trustee in accordance with Section 2.09 hereof. Section 3.05. Partial Redemption of Fully Registered Bonds. Upon surrender of any Bond for redemption in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Registered Owner thereof a new Bond or Bonds of the same date, maturity, Series and interest rate, of authorized denominations, in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. 02/112566.3 29 ..I "L. _ ARTICLE IV REVENUES AND FUNDS Section 4.01. Source of Payment of Bonds. The Series 1994A Bonds, the Series 1994B Bonds and Additional Debt are and shall be special obligations of the Authority secured by an irrevocable pledge of, and payable as to principal of, premium, if any, and interest from, their respective portions of the Trust Estate, except to the extent otherwise provided herein, without priority for number, date of sale, date of execution or authentication or date of delivery, except as provided herein. Principal of, premium, if any, and interest on the Bonds shall not constitute an indebtedness of the City or the State or any county, municipality or public body thereof, and neither the City, the State nor any political subdivision thereof shall be liable thereon, except that the City shall deposit the Pledged City Sales Tax Revenues into the City Sales Tax Revenue Fund as set forth herein, nor in any event shall the principal of, premium, if any, or interest on the Bonds be payable out of any funds or properties other than the Trust Estate. Further, the Bonds shall not constitute a debt or an indebtedness of the City within the meaning of any constitutional, statutory or charter debt limitation or provision. Neither the members of the Authority nor any Persons executing the Bonds shall be liable personally on the Bonds. Section 4.02. Creation of Funds. There is hereby created by the Authority and ordered established with the Trustee the following Trust Funds: (a) the "Series 1994A Debt Service Fund "; (b) the "Series 1994B Debt Service Fund "; (c) the "City Sales Tax Revenue Fund ", (d) the "Tax Increment Revenue Fund "; (e) the "Rebate Fund "; (f) the "Reserve Fund ", within which there shall be established a Series 1994A Reserve Account and a Series 1994B Reserve Account; (g) the "Series 1994 Project Fund "; (h) the "Expense Fund "; (i) the "Supplemental Reserve Fund," within which there shall be established a Supplemental Series 1994A Reserve Account and a Supplemental Series 1994B Reserve Account; 0) the "Subordinate Debt Fund "; 021 1 12566.3 30 (k) the "Operations and Maintenance Fund "; (1) the "Series 1994B Escrow Fund "; and (m) the "Bond Retirement Fund." Moneys and investments in each of the Funds shall be used only and exclusively as provided herein. Section 4.03. Custody of Funds. All funds created under Section 4.02 of this Indenture shall constitute Trust Funds and shall be in the custody of the Trustee, but in the name of the Authority, and the Authority hereby authorizes and directs the Trustee to apply moneys and investments in the Trust Funds as set forth herein, which authorization and direction the Trustee hereby accepts. Section 4.04. Debt Service Funds. (a) There shall be deposited in the Series 1994A Debt Service Fund (1) all accrued interest received, if any, at the time of issuance, sale and delivery of the Series 1994A Bonds, (2) all required transfers from the City Sales Tax Revenue Fund as specified in Section 4.05 hereof, (3) all required transfers from the Tax Increment Revenue Fund pursuant to Section 4.06 hereof, (4) all required transfers from the Series 1994A Reserve Account in the Reserve Fund pursuant to Section 4.08 hereof, (5) all required transfers from the Supplemental Series 1994A Reserve Account in the Supplemental Reserve Fund pursuant to Section 4.08 hereof, and (6) all other moneys held or received by the Trustee under and pursuant to any of the provisions of this Indenture which are required or which are accompanied by directions not inconsistent with the provisions of this Section 4.04 that such moneys are to be deposited in the Series 1994A Debt Service Fund, including, but not limited to, moneys which are deposited for payment of Additional Debt. Amounts on deposit in the Series 1994A Debt Service Fund shall be used solely to pay the Debt Service Requirement on the Series 1994A Bonds and any Additional Debt as and when the same become due and /or for the purpose of redeeming the Series 1994A Bonds and any Additional Debt in advance of their maturity in accordance with this Indenture. (b) There shall be deposited in the Series 1994B Debt Service Fund (1) all accrued interest received, if any, at the time of issuance, sale and delivery or remarketing of the Series 1994B Bonds, (2) all required transfers from the Tax Increment Revenue Fund as specified in Section 4.06 hereof, (3) all required transfers from the City Sales Tax Revenue Fund pursuant to Section 4.05 hereof, (4) all required transfers from the Series 1994B Reserve Account of the Reserve Fund pursuant to Section 4.08 hereof, (5) all required transfers from the Supplemental Series 1994B Reserve Account in the 02/112566.3 31 Supplemental Reserve Fund pursuant to Section 4.08 hereof, (6) all required transfers from the Series 1994B Escrow Fund pursuant to Section 4.10 hereof, and (7) all other moneys held or received by the Trustee under and pursuant to any of the provisions of this Indenture which are required or which are accompanied by directions not inconsistent with the provisions of this Section 4.04 that such moneys are to be deposited in the Series 1994B Debt Service Fund. Amounts on deposit in the Series 1994B Debt Service Fund shall be used solely to pay the Debt Service Requirement on the Series 1994B Bonds as and when the same become due and /or for the purpose of redeeming the Series 1994B Bonds in advance of their maturity in accordance with this Indenture. Section 4.05. City Sales Tax Revenue Fund. There shall be deposited in the City Sales Tax Revenue Fund, as and when received, all amounts constituting Pledged City Sales Tax Revenues. Amounts deposited in the City Sales Tax Revenue Fund shall be applied by the Trustee to the following purposes in the following order of priority on the last Business Day of each month in each Fiscal Year, commencing August 31, 1994: (a) First, after credit for amounts already on deposit therein, there shall be transferred to the Series 1994A Debt Service Fund an amount equal to 1/4 of the amount of interest due on the Series 1994A Bonds on December 1, 1994, and thence each month thereafter, an amount equal to 1/6 of the amount of interest due on the Series 1994A Bonds on the next Interest Payment Date plus 1/ 12 of the amount of principal due on the Series 1994A Bonds on the next December 1. (b) Second, there shall be transferred moneys to the Series 1994A Reserve Account of the Reserve Fund until the amount on deposit in the Series 1994A Reserve Account shall equal the appropriate Reserve Fund Requirement. (c) Third, after credit for amounts already on deposit therein, there shall be transferred into the Series 1994B Debt Service Fund an amount equal to 1/4 of the amount of interest due on the Series 1994B Bonds on December 1, 1994, and thence each month thereafter an amount equal, to 1/6 of the interest due on the Series 1994B Bonds on the next Interest Payment Date and 1/12 of the principal due on the Series 1994B Bonds on the next December 1. (d) Fourth, an amount shall be transferred into the Series 1994B Reserve Account of the Reserve Fund equal to the amount necessary to increase the Series 1994B Reserve Account to the appropriate Reserve Fund Requirement. (e) Fifth, commencing in the month during which a certificate of occupancy is issued for the conference center which is part of the Phase One Project, an amount 021112566.3 32 1,11 equal to the greater of (i) $8,333 or (ii) one twelfth (1/12) of the Authority's budgeted operations and maintenance expenses for the Phase One Project to be paid by the Pledged City Sales Tax Revenues during such Fiscal Year shall be transferred to the Operations and Maintenance Fund. (f) Sixth, moneys shall be transferred into the Supplemental Series 1994A Reserve Account and then into the Supplemental Series 1994B Reserve Account of the Supplemental Reserve Fund, until the amount in each Account equals the appropriate Supplemental Reserve Fund Requirement. (g) Seventh, moneys shall be transferred to the Series 1994A Reserve Account of the Reserve Fund until the aggregate amount transferred thereto pursuant to this paragraph (g) shall equal $568,020. (h) Eighth, prior to the month during which a certificate of occupancy is issued for the conference center which is part of the Phase One Project, moneys shall be transferred to the Operations and Maintenance Fund until the aggregate amount transferred thereto pursuant to this paragraph (h) shall equal $300,000. (i) Ninth, prior to the month during which a certificate of occupancy is issued for the conference center which is part of the Phase One Project, Pledged City Sales Tax Revenues shall be transferred into the Series 1994B Reserve Account of the Reserve Fund until the aggregate amount transferred to the Series 1994B Reserve Account pursuant to this paragraph (i) equals $222,500. 0) Tenth, to the extent the Pledged City Sales Tax Revenues can be used to pay Subordinate Debt, moneys shall be transferred into the Subordinate Debt Fund to the extent necessary to pay principal of and interest on any Outstanding Subordinate Debt due on the next interest payment date for such Subordinate Debt. (k) Eleventh, any remaining moneys shall be transferred to the Bond Retirement Fund. Section 4.06. Tax Increment Revenue Fund. There shall be deposited in the Tax Increment Revenue Fund, as and when received, all amounts constituting Pledged Property Tax Revenues, Pledged Authority Sales Tax Revenues, and income or other transfers from the Reserve Fund, the Supplemental Reserve Fund, and any other amounts deposited therein by the Authority. Amounts deposited in the Tax Increment Revenue Fund shall be applied by the Trustee to the following purposes in the following order of priority on the next to last Business Day of each month in each Fiscal Year, commencing August 30, 1994: 02/112566.3 33 (a) First, after credit for amounts already on deposit therein, there shall be transferred to the Series 1994A Debt Service Fund an amount equal to 1/4 of the amount of interest due on the Series 1994A Bonds on December 1, 1994, and thence each month thereafter, an amount equal to 1/6 of the amount of interest due on the Series 1994A Bonds on the next Interest Payment Date plus 1/12 of the amount of principal due on the Series 1994A Bonds on the next December 1. (b) Second, there shall be transferred to the Series 1994A Reserve Account of the Reserve Fund enough moneys so that the amount on deposit in the Series 1994A Reserve Account shall equal the appropriate Reserve Fund Requirement. (c) Third, after credit for amounts already on deposit therein, there shall be transferred into the Series 1994B Debt Service Fund an amount equal to 1/4 of the amount of interest due on the Series 1994B Bonds on December 1, 1994, and thence each month thereafter an amount equal, to 1/6 of the interest due on the Series 1994B Bonds on the next Interest Payment Date and 1/12 of the principal due on the Series 1994B Bonds on the next December 1. (d) Fourth, an amount shall be transferred into the Series 1994B Reserve Account of the Reserve Fund equal to the amount necessary to increase the Series 1994B Reserve Account to the appropriate Reserve Fund Requirement. (e) Fifth, moneys shall be transferred into the Supplemental Series 1994A Reserve Account and then into the Supplemental Series 1994B Reserve Account of the Supplemental Reserve Fund, until the amount on deposit in each Account shall equal the appropriate Supplemental Reserve Fund Requirement. (f) Sixth, all remaining moneys shall be transferred to the Subordinate Debt Fund if any Subordinate Debt has been issued or, if no Subordinate Debt has been issued or to the extent that excess amounts exist in the Tax Increment Revenue Fund, the moneys shall be transferred to the Authority for any legal use in accordance with the Act. (g) Notwithstanding the foregoing, not more than 25 % of the debt service requirement of the Series 1994 Bonds shall be paid from Pledged Property Tax Revenues which accrue from any one Person. Section 4.07. Rebate Fund. The Authority shall make deposits to and the Trustee shall make the disbursements from the Rebate Fund in accordance with the Investment Instructions, and the Trustee shall invest the Rebate Fund pursuant to said Investment Instructions and shall deposit income from said investments immediately upon receipt thereof in the Rebate Fund, all as set forth in the Investment Instructions. The Authority shall employ, at its own expense, a firm of independent certified public accountants or other recognized experts in the field, which firm shall make such calculations as may be required by the immediately preceding sentence. The Authority shall attach the report of such firm to any direction given by the Authority to the 021112566.3 34 W111+1 Trustee in connection with this Section. The Investment Instructions may be superseded or amended by new Investment Instructions drafted by, and accompanied by, an opinion of bond counsel nationally recognized in the area of municipal finance addressed to the Authority and the Trustee to the effect that the use of said new Investment Instructions will not cause the interest on the Series 1994 Bonds to become taxable to the recipients thereof. The Authority shall at the end of five (5) years from the date of issuance of the Series 1994 Bonds and each five (5) years thereafter make the rebate deposit described in the Investment Instructions. To the extent necessary, moneys shall be transferred by the Trustee into the Rebate Fund from the following funds in the following order: the Supplemental Series 1994B Reserve Account, the Supplemental Series 1994A Reserve Account, the Series 1994B Reserve Account and the Series 1994A Reserve Account. The Authority shall attach the report of the rebate analyst required by this Section to any directions concerning such rebate deposit. If a withdrawal from the Rebate Fund is permitted as a result of such computation, the amount withdrawn shall be deposited into the Series 1994A Debt Service Fund. Record of the determinations required by this Section and the Investment Instructions must be retained by the Authority until six (6) years after the final retirement of the Series 1994 Bonds. Not later than thirty (30) days after the end of the fifth Bond Year (as defined in the Investment Instructions) and every five (5) years thereafter, the Trustee shall pay to the United States (but only from funds provided by the Authority), ninety percent (90 %) of the amount on deposit in the Rebate Fund. Not later than sixty (60) days after the final retirement of the Series 1994 Bonds, the Trustee shall pay to the United States (but only from funds provided by the City) one hundred percent (100 %) of the balance remaining in the Rebate Fund. Each payment required to be paid to the United States pursuant to this Section shall be filed with the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255. Each payment shall be accompanied by a copy of the Internal Revenue Form 8038 -G originally filed with respect to the Series 1994 Bonds, Internal Revenue Form 8038 -T and, if required, a statement summarizing the determination of the amount to be paid to the United States. Section 4.08. Reserve Fund and Supplemental Reserve Fund. In the event that one (1) day prior to any Bond Payment Date, after the deposits set forth in Sections 4.05 and 4.06 hereof, the amount on deposit in the Series 1994A Debt Service Fund or the Series 1994B Debt Service Fund shall be less than the Debt Service Requirement for the Series 1994A Bonds or the Series 1994B Bonds, respectively, coming due on such Bond Payment Date, an amount equal to such deficiency shall be transferred first, from the Supplemental Series 1994A Reserve Account and the Supplemental Series 1994B Reserve Account, respectively and to the extent available, and then from the Series 1994A Reserve Account or the Series 1994B Reserve Account, respectively and the extent necessary, to the respective Debt Service Fund. The Trustee shall calculate the particular Reserve Fund Requirement for each Reserve Fund Account and Supplemental Reserve Fund Account on the first Business Day succeeding each June 1 and December 1 so long as any Bonds remain Outstanding. The Trustee shall determine the Value of the investments in the Reserve Fund on same dates. Any amounts on deposit in the Series 1994A Reserve Account or the Series 1994B Reserve Account of the Reserve Fund in excess 02/ l 12566.3 35 of the Reserve Fund Requirements for each Reserve Fund Account shall be deposited in the Series 1994A Debt Service Fund or the Series 1994B Debt Service Fund, as the case may be. Amounts on deposit in the respective Reserve Accounts of the Reserve Fund and the Supplemental Reserve Fund may also be used for the purpose of redeeming the respective Series of Bonds in whole, but not in part, in accordance with this Indenture. Upon the transfer of moneys to the Series 1994A Reserve Account of the Reserve Fund from the City Sales Tax Revenue Fund pursuant to Section 4.05(g) of this Indenture, the Trustee shall simultaneously transfer an equal amount of moneys from the Series 1994A Reserve Account of the Reserve Fund, which moneys shall represent Series 1994 Bond proceeds deposited thereto pursuant to Section 2.03(8)(4) of this Indenture, to the Series 1994 Project Fund. Upon the transfer of moneys to the Series 1994B Reserve Account of the Reserve Fund, on or after the Conversion Date, from the City Sales Tax Revenue Fund pursuant to Section 4.05(i) of this Indenture, the Trustee shall simultaneously transfer an equal amount of moneys from the Series 1994B Reserve Account of the Reserve Fund, which moneys shall represent Series 1994 Bond proceeds, to the Series 1994 Project Fund. Section 4.09. Series 1994 Project Fund. Subject to the requirements of Section 5.07 hereof, moneys in the Series 1994 Project Fund shall be disbursed by the Trustee to the Authority to pay the Cost of Construction, or to reimburse the City or the Authority for any Cost of Construction paid by the City or the Authority, upon receipt of a requisition signed by the Authority Representative (a) stating with respect to each disbursement to be made (i) the requisition number, (ii) the name and address of the Person to whom payment is due, (iii) the amount to be disbursed and (iv) that each obligation mentioned therein has been properly incurred, constitutes a Cost of Construction and is a proper charge against the Series 1994 Project Fund and has not been the basis of any previous disbursement; (b) specifying in reasonable detail the nature of the obligation; and (c) accompanied by a bill or statement of account for such obligation. All amounts on deposit in the Series 1994 Project Fund on the date a certificate is delivered by the Authority to the Trustee, certifying completion of the portion of the Phase One Project for which proceeds of the Series 1994 Bonds are available, shall be deposited in the Tax Increment Revenue Fund or, at the written direction of the Authority, shall be applied proportionately to the redemption of the Series 1994A Bonds and the Series 1994B Bonds pursuant to Section 3.01(a) of this Indenture. Section 4.10. Series 1994B Escrow Fund. The moneys in the Series 1994B Escrow Fund shall be used on December 2, 1996 as follows: (a) $ shall be used to pay the tender price of the Series 1994B Bonds being tendered on December 2, 1996; (b) $ shall be deposited to the Series 1994B Reserve Account of the Reserve Fund; 02/112566.3 36 (c) $ shall be deposited to the Expense Fund; and (d) the remaining moneys shall be deposited to the Series 1994 Project. Section 4.11. Subordinate Debt Fund. All amounts on deposit in the Subordinate Debt Fund shall be applied to the payment of any Subordinate Debt designated by the Authority in a written notice to the Trustee. Section 4.12. Expense Fund. Moneys on deposit in the Expense Fund shall be disbursed by the Trustee, at the direction of the Authority, to pay all costs incurred in connection with the issuance of the Bonds, including but not limited to the fees and expenses of the Original Purchaser, the Trustee and the Authority, as well as the fees and disbursements of bond counsel and underwriter's counsel, all printing and other expenses incurred in connection with the issuance of the Bonds, including fees and expenses in connection with the printing of the Bonds and an Official Statement in connection therewith, fees and expenses of the Original Purchaser subsequent to the issuance of the Bonds, as well as any other costs and expenses of the Authority incurred in connection with the Phase One Project and any reimbursement or other payment by the Authority to the City for funds advanced to the Authority by the City. Section 4.13. Operations and Maintenance Fund. Subject to the requirements of Section 5.07 hereof, moneys in the Operations and Maintenance Fund shall be disbursed to the Authority to pay operations and maintenance expenses of the Phase One Project, but only upon delivery to the Trustee of a requisition signed by the Authority Representative (a) stating with respect to each disbursement to be made (i) the requisition number, (ii) the name and address of the Person to whom payment is due, (iii) the amount to be disbursed and (iv) that each obligation mentioned therein has been properly incurred, and has not been the basis of any previous disbursement; (b) specifying in reasonable detail the nature of the obligation; and (c) accompanied by a bill or statement of account for such obligation. Section 4.14. Nonpresentment of Bonds. In the event that any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity, or at the date fixed for redemption thereof, or otherwise, if funds sufficient to pay such Bond shall have been made available to the Trustee for the benefit of the Registered Owner thereof, all liability of the Authority to the Registered Owner thereof for the payment of such Bond shall forthwith cease, terminate, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such funds for a period of six (6) years subsequent to the final maturity date of the Bond, for the benefit of the Registered Owner of such Bond who shall thereafter be restricted exclusively to such funds, for any claim of whatever nature under this Indenture or on, or with respect to, such Bond. Subsequent to the aforementioned period the Trustee shall pay to the Authority such funds held by the Trustee and the Registered Owner of such Bond shall thereafter be restricted exclusively to seeking payment from the Authority which shall not be required to place such moneys in any trust fund or other special fund or account for the benefit of the Registered Owner of such Bond. 021112566.3 37 Section 4.15. Moneys To Be Held in Trust. All moneys required to be deposited with or paid to the Trustee for deposit in any Trust Fund shall be held by the Trustee in trust, and except for moneys deposited with or paid to the Trustee for the redemption of Bonds, notice of the redemption of which has been duly given, shall, while held by the Trustee, constitute part of the Trust Estate and be subject to the lien or security interest created hereby. Section 4.16. Excesses in Trust Funds. After payment in full of all the Bonds Outstanding hereunder, the fees, charges and expenses of the Trustee, the Original Purchaser and all other amounts required to be paid hereunder, any remaining amount shall be paid to the Authority to the extent permitted by law, and any moneys not so paid to the Authority shall be disposed of in accordance with the Act. Section 4.17. Bond Retirement Fund. There shall be deposited in the Bond Retirement Fund all required transfers from the City Sales Tax Revenue Fund pursuant to Section 4.05(k) hereof. Moneys transferred to the Bond Retirement Fund shall be used solely to pay the principal of, redemption premium, if any, and interest on the Bonds, at the times and in the manner directed in writing by the Authority. ARTICLE V GENERAL COVENANTS Section 5.01. Payment of Debt Service Requirement. The Authority covenants that it shall promptly pay the Debt Service Requirement on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in said Bonds according to the true intent and meaning thereof. The principal of, premium, if any, and interest on the Bonds shall not constitute an indebtedness of City, the State or any political subdivision thereof, and neither the City, the State nor any political subdivision thereof shall be liable thereon. Further, the Bonds shall not constitute a debt or an indebtedness within the meaning of any constitutional, statutory or charter debt limitation or provision applicable to the City. Section 5.02. Performance of Covenants; Authority. The Authority shall faithfully perform at all times any and all covenants, undertakings, stipulations and provisions set forth in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all of its proceedings pertaining hereto. The Authority is duly authorized under the Constitution and laws of the State, including particularly and without limitation the Act, to issue the Bonds authorized hereby and to execute this Indenture, the Cooperation Agreements and the Bond Purchase Agreement, and to pledge the receipts and amounts hereby pledged in the manner and to the extent set forth herein. All action taken by the Authority in connection with the issuance of the Bonds and the execution and delivery of this Indenture, the Cooperation Agreements and the Bond Purchase Agreement, has been duly and effectively taken, and the Bonds in the hands of the Registered Owners thereof are and shall be valid and enforceable obligations of the Authority according to the terms thereof and of this Indenture. 02/112566.3 38 Section 5.03. Instruments of Further Assurance. The Authority shall do., execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as the Trustee or the Original Purchaser may reasonably require for the better assuring, transferring, conveying, pledging, assigning and confirming unto the Trustee all and singular the amounts pledged hereby to the payment of the Debt Service Requirement on the Bonds. The Authority, except as specifically provided herein, shall not encumber or otherwise dispose of all or any part of the Trust Estate. Section 5.04. Recording and Filing. The Trustee, on behalf of the Authority, will cause all financing statements related to this Indenture, and such other documents as may be necessary, in the opinion of counsel acceptable to the Trustee and the Authority, to be kept and filed in such manner and in such places as may be required by law in order to preserve and protect fully the security of the Owners of the Bonds and the rights of the Trustee hereunder; provided that (a) the Trustee may rely upon counsel acceptable to the Trustee for the preparation (in form and substance) and the filing of all initial financing statements relating to the Trust Estate, and all supplements thereto, and (b) on a date not more than sixty (60) days prior to the termination of any such financing statement (currently five (5) years after the date of filing), the Trustee shall request that the Authority file all continuation statements necessary to continue the effectiveness of all financing statements that shall have been filed with respect to the Trust Estate; if the Trustee does not receive written confirmation that all such continuation statements have been duly filed before the date that is thirty (30) days prior to the termination of any such financing statement, the Trustee shall file such continuation statements at the expense of the Authority. Section 5.05. Inspection of Records. All books and records in the possession of the Authority relating to the Phase One Project, the Phase One Plan, the Pledged Revenues, the Cooperation Agreements and the Trust Estate shall at all reasonable times be open to inspection by such accountants or other agents as the Trustee or the Original Purchaser may from time to time designate. Section 5.06. List of Bondholders. The Trustee shall keep the registration books of the Authority as Bond Registrar, together with the principal amounts and numbers of such Bonds. At reasonable times and under reasonable regulations established by the Trustee, the registration books may be inspected and copied by the Authority or the Registered Owners (or a designated representative thereof) of fifteen percent (15 %) or more in principal amount of Bonds then Outstanding, such ownership and the authority of such designated representative to be evidenced to the satisfaction of the Trustee. Section 5.07. Complete Phase One Project; Amendment to Phase One Plan; Compliance With Cooperation Agreements. The Authority covenants and agrees that the Authority shall diligently and in a sound and economical manner carry out and continue to completion, with all practicable dispatch, the Phase One Project in accordance with its duty so to do under and in accordance with the Act, the Phase One Plan and the Cooperation Agreements. The Phase One Plan may be amended, but the Authority shall not request that an 02/112566.3 39 amendment be made unless the Authority shall have received an opinion of counsel to the Authority and reasonably acceptable to the Trustee, the Original Purchaser and the City to the effect that such amendment would not result in a failure of the Phase One Plan, as so amended, to comply with the requirements of this Indenture or adversely and materially affect the security for the Bonds. The Authority covenants and agrees that the Authority shall comply with the Act and the terms and provisions of the Cooperation Agreements from time to time in effect, and shall promptly notify the Trustee whenever the Authority shall have reason to believe that any material provision of the Cooperation Agreements shall have been violated by the Authority or any other party thereto. In the event of a violation of any provision of any of the Cooperation Agreements which materially affects the security for the Bonds, the Authority shall, in cooperation with the Trustee, diligently and promptly pursue all rights and remedies which the Authority may have as a result of any such violation. The Authority agrees that it shall not request any disbursement from the Series 1994 Project Fund or the Operations and Maintenance Fund unless and until the City has consented, either specifically or generically, by resolution of the City Council to such appropriation or expenditure or to the annual budget or commitment, contract or agreement which obligates or permits such appropriation or expenditure. The Authority agrees that it will not enter into any commitment, contract or agreement with respect to or concerning the development, construction, operation or maintenance of all or any part of the Phase One Project or the Phase One Plan without the prior consent of the City by resolution of the City Council. Section 5.08. Books and Accounts; Financial Statements. The Authority covenants and agrees that it shall at all times keep, or cause to be kept, proper and current books and accounts (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Phase One Project, Pledged Revenues, Trust Funds and other funds and accounts relating to the Phase One Project, and shall prepare within one hundred fifty (150) days after the close of each Fiscal Year a complete financial statement or statements for such year in reasonable detail covering the Phase One Project, Pledged Revenues, Trust Funds and other funds or accounts, certified by a certified public accountant or firm of certified public accountants selected by the Authority, and shall furnish a copy of such statement or statements to the Trustee, the Original Purchaser and to any Registered Owner upon written request therefor. Section 5.09. Eminent Domain Proceedings. The Authority covenants and agrees that if all or any part of the Phase One Project should be taken from it, by eminent domain proceedings or other proceedings authorized by law, for any public or other use under which the property will be tax exempt, the net proceeds realized by the Authority therefrom shall be deposited in the Revenue Fund and the Tax Increment Revenue Fund in proportion to the Series 1994A Bonds and Series 1994B Bond then Outstanding respectively. 02/112566.3 40 Section 5. 10. Disposition of Property. The Authority covenants and agrees that it shall not dispose of more than fifteen percent (15 %) of the land area in the Phase One Project Area (except property not currently on the tax rolls or which is shown in the Phase One Plan as planned for public use, including without limitation property to be used for public streets, public off - street parking, convention center, water, sewage or drainage facilities, parks, easements or rights of way for public utilities or other similar uses) to public bodies or other Persons or entities whose property is exempt from ad valorem property taxes, unless the Authority shall receive an opinion of Independent Counsel to the effect that such disposition would not substantially impair the security for the Bonds or the rights of the Registered Owners of the Bonds. Section 5.11. Protection of Security and Rights of Bondholders; No Arbitrage; Use of Proceeds. The Authority covenants and agrees to preserve and protect the security of the Bonds and the rights of the Registered Owners and to defend their rights.under all claims and demands of all Persons. Without limiting the generality of the foregoing, the Authority covenants and agrees to contest or cause to be contested by court action or otherwise (a) any claim made in any action or proceeding to which the Authority is a party that the Act is unconstitutional or that the Pledged Revenues or Trust Funds pledged hereunder cannot be paid to or by the Authority for the debt service on the Bonds, or any other action affecting the validity of the Bonds or diluting the security therefor, and (b) any assertion by the United States of America or any department or agency thereof or any other Person that the interest received by the Bondholders is taxable under federal income tax laws. The Authority covenants and agrees to knowingly take no action which would result in (i) the Pledged Revenues being withheld from the Trustee, or (ii) the interest received by the Registered Owners becoming taxable under federal income tax laws. The Authority hereby covenants to the Bondholders that it reasonably anticipates and expects that the proceeds of any Bonds will not be used in a manner as to cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, and applicable regulations adopted thereunder by the Internal Revenue Service, and the Authority hereby assumes the obligation to comply with such Section 148 and such regulations throughout the term of the Bonds. The Authority hereby represents, covenants and warrants to the Bondholders that the weighted average maturity of the Series 1994 Bonds does not and shall not exceed one hundred and twenty percent (120 %) of the average reasonably expected economic life of the Phase One Project. The Authority hereby covenants not to allow twenty -five percent (25 %) or more of the Debt Service Requirements of the Series 1994 Bonds in any Fiscal Year to be, directly or indirectly: (a) secured by any interest in property used or to be used in a private trade or business; 02/112566.3 41 (b) secured by any interest in payments in respective property used or to be used in a private trade or business; or (c) to be derived from payments in respective property, or borrowed money, used or to be used in a private trade or business. Property will be considered used in a private trade or business if used in a trade or business carried on by an entity other than a governmental unit or an organization which is described in Section 501(c)(3) of the Code and is exempt from taxation under Section 501(a) of the Code. An underlying arrangement to provide security for, or the source of, the payment of principal or interest on the Series 1994B Bonds may result from separate agreements between the parties or may be determined on the basis of all the facts and circumstances surrounding the issuance of the Series 1994 Bonds. The property which is the security for, or the source of, the payment of either the principal or interest on the Series 1994 Bonds need not be property acquired with the proceeds of the Series 1994 Bonds. For example, this covenant may be breached if the Series 1994 Bonds are secured by unimproved land or investment securities used, directly or indirectly, in any trade or business carried on by any private business user. Payments made by private business users do not include that portion of any payment that is properly allocable to ordinary and necessary expenses (within the meaning of Section 162 of the Code) directly attributable to the operation and maintenance of the property financed with proceeds of the Series 1994 Bonds used by such person. In addition, incidental uses of a facility financed with the proceeds of the Series 1994 Bonds will be disregarded to the extent that the proceeds applied to such incidental use do not exceed 2 -1/2% of the proceeds of the Series 1994 Bonds. Similarly, proceeds of the Series 1994 Bonds used to finance qualified improvements to governmentally -owned facilities (within the meaning of I.R.S. notice 87 -69) will not be treated as proceeds to be used for private business use. The Authority hereby covenants that not more than five percent (5%) of the gross proceeds of the Series 1994 Bonds will be used, directly or indirectly, to make or finance loans to Persons other than governmental units. Section 5.12. Maintenance of Existence. The Authority covenants and agrees to take no action to terminate its existence as a public body corporate and politic so long as any Bonds remain Outstanding. Section 5.13. Designation of Trustee as Bond Registrar and Paying Agent; Designation of Any Additional Paying Agents. The Trustee is hereby designated and agrees to act as Bond Registrar and Paying Agent for and in respect to the Bonds. The Authority. hereby covenants and agrees to cause the necessary arrangements to be made through the Trustee and to be thereafter continued for the designation of any additional Paying Agents as may from time to time be designated hereunder and for the making available of funds hereunder for the payment of such of the Bonds as shall be presented when due. 02/112566.3 42 ARTICLE VI INVESTMENT OF MONEYS Any moneys held as part of any Trust Fund shall be invested and reinvested by the Trustee in accordance with the provisions of this Article. Any such investments shall be held by or under the control of the Trustee. The Trustee shall sell and reduce to cash a sufficient amount of such investments whenever the cash balance in any Trust Fund is insufficient to make a required payment from such Trust Fund or upon the written direction of the Authority. The Authority covenants and certifies to the Trustee and to and for the benefit of the purchasers and Registered Owners of the Outstanding Bonds that so long as any of the Bonds remain Outstanding, moneys on deposit in any Trust Fund or on deposit in any other fund or account created in connection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will not be invested in a manner which would adversely affect the exemption from federal income taxation of interest on the Bonds, or in a manner inconsistent with the no arbitrage certificate of the Authority; provided, however, that if, the Authority shall have delivered to the Trustee and the Original Purchaser a supplemental no arbitrage certificate, accompanied by an opinion of Independent Counsel of nationally recognized expertise in the area of municipal finance, to the effect that compliance with the investment provisions of such supplementary no arbitrage certificate will not adversely affect the exemption from federal income taxation of interest on the Bonds, then moneys on deposit in any Trust Fund or on deposit in any other fund or account created in connection with the Bonds may be invested as provided in such supplementary no arbitrage certificate. Pursuant to such covenants, the Authority obligates itself to comply throughout the term of any Outstanding Bonds with the requirements of Section 148 of the Code and any regulations promulgated thereunder. The Authority shall direct the Trustee to take all such action as shall be necessary to insure compliance with such covenants of the Authority, and the Trustee shall not knowingly allow such covenants to be violated. All moneys held by the Trustee in any Trust Fund shall be invested and reinvested by the Trustee in Permitted Investments, but only as instructed in writing by the Authority or by the Authority Representative, in which case the Trustee shall invest or reinvest moneys in accordance with such written instructions within a reasonable time, so long as such written instructions are not inconsistent with this Indenture. The Trustee shall incur no liability for any such investments or reinvestments hereunder except in the case of its negligence or willful misconduct. Obligations purchased as a result of an investment or reinvestment of moneys in any of the Trust Funds shall be deemed at all times to be a part of such fund or account, and the interest accruing thereon and any gain realized from such investment or reinvestment shall be retained in such fund or account, except that any interest income or other realized gain (a) from the Series 1994A Reserve Account shall be credited to the City Sales Tax Revenue Fund, (b) from the Series 1994B Reserve Account shall be credited to the Tax Increment Revenue Fund, and (c) from the Series 1994B Escrow Fund shall be credited to the Series 1994B Debt Service Fund; and any loss resulting from any such authorized investment or reinvestment 021112566.3 43 shall be charged to such fund or account without liability to the Authority or the Trustee or to the commissioners, officers, staff, attorneys, consultants, agents and employees thereof. For the purpose of determining at any given time the balance in any such fund or account, any such investment or reinvestment constituting a part of such fund or account shall be valued at the lower of cost or the then estimated or appraised market value of such investment or reinvestment. The Trustee shall not be liable for losses in any fund or account unless such losses are caused by the negligence or willful misconduct of the Trustee. ARTICLE VII DISCHARGE OF LIEN If the Authority shall pay or cause to be paid, or there shall otherwise be paid or provision for payment made, to the Registered Owners of the Bonds the principal of, premium, if any, and interest due or to become due thereon at the times and in the manner stipulated therein, and if the Authority shall not then be in Default in any of the other covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it or on its part, and if the Authority shall pay or cause to be paid to the Trustee and any Paying Agents all sums of money due or to become due according to the provisions of this Indenture, then these presents and the estate and rights hereby granted shall cease, terminate and be void, whereupon the Trustee shall cancel and discharge the lien of this Indenture, and execute and deliver to the Authority such instruments in writing as shall be requisite to release the lien of this Indenture, and reconvey, release, assign and deliver unto the Authority any and all of the estate, right, title and interest in and to any and all rights or property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Indenture, except cash and investments held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bonds. Notwithstanding anything herein to the contrary, in the event that the principal and /or interest due on the Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal Bond Insurance Policy, the Series 1994A Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Authority, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the Authority to the Registered Owners shall continue to exist and shall run to the benefit of AMBAC Indemnity and AMBAC Indemnity shall be subrogated to the rights of such Registered Owners. Any Bond shall be deemed to be paid within the meaning of this Article VII and for all purposes of this Indenture when (a) payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment, (A) moneys sufficient to make such payment, (B) Governmental Obligations, maturing as to principal 021112566.3 44 and interest in such amount and at such time as will insure the availability of sufficient moneys to make such payment, or (C) a combination of cash and Governmental Obligations, and (b) all necessary and proper reasonable fees, compensation and expenses of the Trustee and Paying Agents pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the reasonable satisfaction of the Trustee and Paying Agents. At such times as a Bond or any Additional Debt shall be deemed to be paid hereunder, as aforesaid, such Bond or any Additional Debt shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Article III of this Indenture, or in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Authority shall have given the Trustee, in a form reasonably satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Registered Owners of the Bonds, in accordance with Article III hereof, that the deposit required by (a)(ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Article and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of such Bonds. All moneys so deposited with the Trustee as provided in this Article VII may at the direction of the Authority also be invested and reinvested in Governmental Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Article VII which is not required for the payment of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be returned to the Authority at the time that all of the Bonds Outstanding hereunder have been paid fully. The Authority and the Trustee hereby covenant, respectively, that no deposit will be made by the Authority or knowingly accepted hereunder by the Trustee and no use will be knowingly made of any such deposit by the Trustee which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Code. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Article, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Article for the payment of Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including interest and premium thereof, if any) with respect to which such moneys and Governmental Obligations have been so set aside in trust. 02/112566.3 45 Anything in Article X to the contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Trustee pursuant to this Article for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Article shall be made without the consent of the Registered Owner of each Bond affected thereby. ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 8.01. Defaults; Events of Default. The occurrence of any of the following events is hereby declared to constitute an "Event of Default ": (a) Default in the due and punctual payment of interest on any Series 1994A Bond or any Additional Debt; (b) Default in the due and punctual payment of the principal of or premium, if any, on any Series 1994A Bond or any Additional Debt, whether at the stated maturity thereof, or upon proceedings for redemption thereof, or upon the acceleration thereof by declaration in accordance with Section 8.02 of this Indenture; (c) Default in the due and punctual payment of interest on any Series 1994B Bond or Subordinate Debt; (d) Default in the due and punctual payment of the principal of or premium, if any, on any Series 1994B Bond or Subordinate Debt, whether at the stated maturity thereof or upon proceedings for redemption thereof; (e) Default in the performance or observance of any other of the covenants, agreements or conditions on the part of the Authority set forth in this Indenture and failure to remedy the same after notice thereof pursuant to Section 8.12 hereof; (f) Default in the performance or observance by the City or the Authority of any of the covenants, agreements or conditions on the part of the City or the Authority contained in the Cooperation Agreements and failure to remedy the same after notice thereof pursuant to, and within the time period set by, Section 8.12 hereof; or (g) Filing by the Authority or by the City of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or the approval by a court of competent jurisdiction of a petition, filed with or without the consent of the Authority or the City, seeking reorganization of the Authority or the City, as the case may be, under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent 02/112566.3 46 jurisdiction shall assume custody or control of the Authority or the City, or of the whole or ten percent (10 %) or more of either the Authority's or the City's property; provided that any Event of Default under clause (c) or (d) above shall not be considered an Event of Default for purposes of the Series 1994A Bonds or any Additional Debt. Section 8.02. Acceleration. During the continuation of an Event of Default, other than under Section 8.01(c) or (d) above, the Trustee may, and upon the written request of the Registered Owners of not less than twenty -five percent (25 %) in aggregate principal amount of Outstanding Series 1994A Bonds and Additional Debt shall, by notice in writing delivered to the Authority, declare the principal of all Outstanding Series 1994A Bonds and Additional Debt and the interest accrued thereon immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. Section 8.03. Other Remedies; Rights of Bondholders. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds; except that the Trustee shall not accelerate any of the Outstanding Bonds in the Event of a Default under Section 8.01(c) or (d) above. If an Event of Default shall have occurred and be continuing and if requested to do so by the Registered Owners of twenty -five percent (25 %) in aggregate principal amount of Outstanding Bonds and provided that indemnification is furnished as set forth in Section 9.01(1) hereof, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Section 8.03 and by Section 8.02 hereof, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bondholders; subject to the proviso set forth in the paragraph above. No remedy conferred upon or reserved to the Trustee (or to the Bondholders) by the terms of this Indenture is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bondholders hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon an Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient. No waiver of an Event of Default hereunder, whether by the Trustee or by the Bondholders, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon. Section 8.04. Right of Bondholders to Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, the Registered Owners of a majority in aggregate principal amount of the Outstanding Bonds shall have the right, at any time, by an instrument or 02/112566.3 47 instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the germs and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture, and provided that the Trustee shall not accelerate any of the Outstanding Bonds in the Event of a Default under Section 8.01(c) or (d) above. Section 8.05. Appointment of Receiver. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bondholders 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 and of the revenues, earnings, income, products and profits thereof, pending a determination of such proceedings, with such powers as the court making such appointment shall confer. Section 8.06. Waiver. Upon the occurrence of an Event of Default, to the extent that such rights may then lawfully be waived, neither the Authority, nor anyone claiming through or under it, shall set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws of any jurisdiction now or hereafter in force, in order to prevent or hinder the enforcement of this Indenture, and the Authority, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws. Section 8.07. Application of Moneys. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee, be deposited in the Series 1994A Debt Service Fund, any debt service funds for Additional Debt, and only then the Series 1994B Debt Service Fund, if there is any money left after the Series 1994A Bonds and all Additional Debt are entirely paid off, and all moneys in the Series 1994A Debt Service Fund, any debt service funds for Additional Debt, and the Series 1994B Debt Service Fund shall be applied to the individual Series of Bonds as follows: (a) Unless the principal of all the Bonds of the particular Series shall have become or shall have been declared due and payable, all such moneys shall be applied: First, to the payment to the Registered Owners entitled thereto of all installments of interest then due on each Series of Bonds, respectively, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Registered Owners entitled thereto, without any discrimination or privilege; and Second, to the payment to the Registered Owners entitled thereto of the unpaid principal of and premium, if any, on any of the particular Series of Bonds 021112566.3 48 IM which shall have become due (other than Bonds matured or called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), with interest on such Bonds from the respective dates upon which they became due (with interest on overdue installments of interest, to the extent permitted by law, at the rate of interest borne by the respective Bond) and, if the amount available shall not be sufficient to pay in full the respective Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the Registered Owners entitled thereto without any discrimination or privilege; and Third, to be held for the payment to the Registered Owners entitled thereto as the same shall become due of the principal of and premium, if any, and interest on the particular Series of Bonds which may thereafter become due either at maturity or upon call for redemption prior to maturity and, if the amount available shall not be sufficient to pay in full the respective Bonds due on any particular date, together with interest then due and owing thereon, payment of such principal and interest shall be made ratably according to the amount of principal due on such date to the Registered Owners entitled thereto without any discrimination or privilege. (b) If the principal of all the Bonds of the particular Series shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the particular Series of Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any particular Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the Registered Owners entitled thereto without any discrimination or privilege, with interest on overdue installments of interest or principal, to the extent permitted by law, at the rate of interest borne by the respective Bond. (c) If the principal of all the Bonds shall have been declared due and payable and if such declarations shall thereafter have been rescinded and annulled under the provisions of this Article, then, subject to the provisions of Section 8.07(b) hereof, in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of Section 8.07(a) hereof. Whenever moneys are to be applied pursuant to the provisions of this Section 8.07, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to 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 funds, 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 02/112566.3 49 date interest on the amounts of principal to be paid on such dates 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, and shall not be required to make payment to the Registered Owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever the principal of, premium, if any, and interest on all Bonds have been paid under the provisions of this Section 8.07 and all expenses and charges of the Trustee have been paid, any balance remaining in the Series 1994A Debt Service Fund, any debt service fund for Additional Debt and the Series 1994B Debt Service Fund shall be disbursed as provided in Section 4.11 hereof. Section 8.08. Remedies Vested in Trustee. All rights of action (including the right to file proof of claims) under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, any such suit or proceeding instituted by the Trustee shall be brought in its name as the Trustee without the necessity of joining as plaintiffs or defendants any Registered Owner of the Bonds, and any recovery of judgment shall be for the equal and ratable benefit of the Registered Owners of the Outstanding Bonds. Section 8.09. Rights and Remedies of Bondholders. No Bondholder shall have any right to institute any suit, action or proceeding at law or in equity for the enforcement of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless (a) a Default has occurred of which the Trustee has been notified as provided in Section 9.01(h) hereof, or of which by said subsection it is deemed to have notice, unless such Default shall have become an Event of Default and the Registered Owners of twenty -five percent (25 %) in aggregate principal amount of Outstanding Parity Bonds or Outstanding Series 1994B Bonds, respectively, shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in their own name; (b) they have offered to the Trustee indemnity as provided in Section 9.01(1) hereof, nor unless (iii) the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name. Such notification, request and offer of indemnity are hereby declared in every case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of this Article, and to any action or cause of action for the enforcement of this indenture, or for the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more Registered Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by its, his, her or their action or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided herein and for the equal and ratable benefit of the Registered Owners of all Outstanding Parity Bonds or Outstanding Series 1994B Bonds, respectively. However, nothing set forth in this Indenture shall affect or impair the right of any Bondholder to enforce the payment of the principal of, premium, if any, and 02/112566.3 50 interest on any Bond at and after the maturity thereof, or the obligation of the Authority to pay the principal of, premium, if any, and interest on each of the Bonds issued hereunder to the respective Bondholders at the time and place, from the source and in the manner expressed in the Bonds. Section 8.10. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 8.11. Waivers of Events of Default. The Trustee may, at its discretion, waive any Event of Default hereunder and its consequences and rescind any declaration of acceleration of principal, and, notwithstanding anything to the contrary in Section 8.03 hereof, shall do so upon the written request of the Registered Owners of (a) more than sixty -six and two - thirds percent (66 -2/3 %) in aggregate principal amount of all Outstanding Parity Bonds and /or Outstanding Series 1994B Bonds, as the case may be, in respect of which Default in the payment of principal or interest, or both, exists or (b) more than sixty -six and two - thirds percent (66- 2/3 %) in aggregate principal amount of all Outstanding Parity Bonds and /or Outstanding Series 1994B Bonds, as the case may be, in the case of any other Default; provided, however, that there shall not be waived any Event of Default in the payment of the principal of or interest on any Outstanding Bonds unless prior to such waiver or rescission, all arrears of principal and interest (other than principal of or interest on the Bonds which became due and payable by declaration of acceleration), both, to the extent permitted by law, with interest at the rate of interest borne by the respective Bond on overdue installments, and all expenses of the Trustee in connection with such Event of Default, shall have been paid or provided for. In case of any such waiver or rescission, then and in every such case the Authority, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Default, or impair any right consequent thereon. Section 8.12. Notice of Defaults Under Section 8.01(c) and (d); Opportunity of Authority to Cure Such Defaults. Anything herein to the contrary notwithstanding, including but not limited to Section 8.06 of this Indenture, no Default under Section 8.01(e) or Section 8.01(f) hereof shall constitute an Event of Default until actual notice of such Default by registered or certified mail shall be given to the Authority by the Trustee or by the Registered Owners of not less than twenty -five percent (25 %) in aggregate principal amount of all Outstanding Parity Bonds and the Authority shall have had thirty (30) days after receipt of such notice to correct said Default or cause said Default to be corrected, and shall not have corrected said Default or caused said Default to be corrected within the applicable period; provided, however, if said Default be such that it cannot be corrected within the applicable period, it shall 021112566.3 51 not constitute an Event of Default if corrective action is instituted by the Authority within the applicable period and diligently pursued until the Default is corrected. ARTICLE IX TRUSTEE Section 9.01. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions: (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived), 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 the exercise of such rights and powers as an ordinary prudent trustee would exercise or use under a corporate indenture. (b) The Trustee may execute any of the trusts or powers of this Indenture and perform any of its duties by or through attorneys, agents, receivers or employees, but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Authority) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or inaction in good faith in reliance upon such opinion or advice. (c) The Trustee shall not be responsible for any recital herein or in the Bonds (except with respect to the certificate of the Trustee endorsed on the Bonds), or for the validity of the execution by the Authority of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Authority, except as set forth in Subsection 9.01(h); but the Trustee may require of the Authority full information and advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of the Authority hereunder. (d) The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the owner of Bonds 02/112566.3 52 secured hereby and may otherwise deal with the Authority with the same rights which it would have if it were not the Trustee. (e) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper Person or Persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any Person who at the time of making such request or giving such authority or consent is the Registered Owner of any Bond shall be conclusive and binding upon all future Registered Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed by the Authority Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a Default of which the Trustee has been notified as provided in Section 9.01(h) hereof, or of which by Section 9.01(h) hereof it shall be deemed to have notice, may also accept a similar certificate to the effect that any particular dealing, transaction or action under this Indenture is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of such officials of the Authority who executed the Bonds (or their successors in office) under the seal of the Authority to the effect that a resolution in the form therein set forth has been adopted by the Authority as conclusive evidence that such resolution has been duly adopted and is in full force and effect. (g) 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 willful default. (h) 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 make the deposits required to be made in the Series 1994A Debt Service Fund or the Series 1994B Debt Service Fund or to file with the Trustee any document required by this Indenture) unless the Trustee shall be specifically notified in writing of such Default by the Authority or by the Registered Owners of at least twenty -five percent (25%) in aggregate principal amount of Outstanding Parity Bonds or Outstanding Series 1994B Bonds, as the case may be, and all notices or other instruments required by this Indenture to be delivered to the Trustee, must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Default except as aforesaid. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully 021112566.3 53 to inspect any and all of the books and records of the Authority pertaining to the Phase One Project, the Pledged Revenues and the Bonds, and to make such copies and memoranda from and with regard thereto as may be desired. 0) The Trustee shall not be required to give any note or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture with respect to the authentication of any Bonds, the withdrawal of any cash, the release of any property or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, by the Trustee deemed desirable for the purpose of establishing the right of the Authority to the authentication of any Bonds, the withdrawal of any cash or the taking of any other action by the Trustee. (1) Before taking the action referred to in Sections 8.02, 8.03 or 8.08 hereof, the Trustee may require that a satisfactory indemnity bond be furnished by or on behalf of the Bondholders for the reimbursement of all expenses to which it may be caused to incur and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as provided herein, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Section 9.02. Fees, Charges and Expenses of Trustee. The Trustee and any Paying Agents shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances, counsel fees incurred in the enforcement of this Indenture subsequent to the occurrence of an Event of Default and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. Upon the occurrence of an Event of Default, but only upon the occurrence of an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of, premium, if any, and interest on any Bond upon the Trust Estate for the foregoing fees, charges and expenses incurred by the Trustee. Section 9.03. Notice to Registered Owners if Default Occurs. If a Default occurs of which the Trustee is by Section 9.01(h) hereof required to take notice or if notice of Default be given as provided herein, then the Trustee shall promptly give notice thereof by first -class mail, postage prepaid, to the Registered Owner of each Bond as set forth in the registration books required by the terms of Section 5.06 hereof to be kept at the principal corporate trust office of the Trustee. 02/112566.3 54 Section 9.04. Intervention by Trustee. In any judicial proceeding to which the Authority is a party and which in the reasonable opinion of the Trustee and its counsel has a substantial bearing on the interests of the Registered Owners of the Bonds, the Trustee may intervene on behalf of Bondholders and shall do so if requested in writing by the Registered Owners of at least twenty -five percent (25 %) of the aggregate principal amount of Outstanding Bonds. Section 9.05. Successor Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become successor Trustee hereunder and vested with all of the title to the Trust Estate and all the trusts, powers, discretions, immunities, privileges, duties, obligations, responsibilities and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 9.06. Resignation by Trustee. The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving thirty (30) days written notice thereof by first -class mail, postage prepaid, (a) to the Authority and (b) to the Registered Owner of each Bond as shown by the registration books required by Section 5.06 hereof to be kept by the Trustee, and such resignation shall not take effect until the appointment of a successor Trustee by the Bondholders or by the Authority. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within thirty (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. Section 9.07. Removal of Trustee. The Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Trustee and to the Authority and signed by the Registered Owners of a majority in aggregate principal amount of Outstanding Bonds. No removal of the Trustee shall be effective until the appointment of a successor Trustee by the Bondholders or by the Authority. Section 9.08. Appointment of Successor Trustee by Bondholders. In case the Trustee shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the Registered Owners of a majority in aggregate principal amount of Outstanding Bonds by an instrument or concurrent instruments in writing signed by such Registered Owners, or by their attorneys in fact duly authorized, a copy of which shall be delivered personally or sent by registered mail to the Authority. In case of any such vacancy, the Authority, by an instrument executed, attested and sealed by those of its officials who executed and attested the Bonds or their successors in office, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by the Bondholders in the manner above provided; and such temporary Trustee so appointed by the Authority shall 02/112566.3 55 immediately and without further act be superseded by the Trustee appointed by the Bondholders. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank in good standing having a reported capital and surplus of not less than $10,000,000 if there be such an institution willing, qualified and able to accept the trust upon customary terms. Section 9.09. Acceptance by Any Successor Trustee. Every successor Trustee appointed shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties, obligations and responsibilities of its predecessor; but such predecessor shall, nevertheless, on the written request of the Authority, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys, documents and records held by it as the Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed or recorded by the successor Trustee in each recording office where this Indenture shall have been filed or recorded, if any. Section 9.10. Appointment of Co- Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as the Trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement of any rights hereunder on Default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the Trust Estate, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or Co- Trustee. The following provisions of this Section are adapted to these ends. The Trustee may appoint an additional individual or institution as a separate or Co- Trustee, in which event each and every remedy, power, right, claim, demand, cause of action, duty, obligation, responsibility, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or Co- Trustee, but only to the extent necessary to enable such separate or Co- Trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or Co- Trustee shall run to and be enforceable by either of them. (M 112566.3 56 Should any deed, conveyance or instrument in writing from the Authority be required by the separate or Co- Trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him, her or it such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. In case any separate or Co- Trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or Co- Trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new Trustee or successor to such separate or Co- Trustee. ARTICLE X SUPPLEMENTAL INDENTURES Section 10.01. Supplemental Indentures Not Requiring Consent of Bondholders. The Authority and the Trustee may, without consent of, or notice to, any of the Bondholders, enter into an indenture or indentures supplemental to this Indenture for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Indenture; (b) To grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Bondholders or the Trustee; (c) To subject to this Indenture additional revenues, properties or collateral; (d) To modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States of America; (e) To provide for the issuance of Additional Debt pursuant to the provisions of Section 2.10 hereof; (f) To evidence the appointment of a separate or Co- Trustee or the succession of a new Trustee or Paying Agent hereunder; or (g) To make any other amendment to the terms and provisions of this Indenture as, in the judgment of the Trustee, is not materially adverse to the interests of the Registered Owners of the Bonds. 02/112566.3 57 Section 10. 02. Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures permitted by Section 10.01 hereof and subject to the terms and provisions set forth in this Section 10.02, and not otherwise, the Registered Owners of not less than two- thirds (2/3) in aggregate principal amount of the Outstanding Bonds shall have the right, from time to time, anything set forth in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Authority and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions set forth in this Indenture or in any supplemental indenture; provided, however, that nothing in this Section or in Section 10.01 hereof set forth shall permit, or be construed as permitting, without the consent of the Registered Owners of all Bonds Outstanding, (a) an extension of the maturity of the principal of, or the interest on, any Bond issued hereunder, or (b) a reduction in the principal amount of, or redemption premium on, any Bond or the rate of interest thereon, or (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indentures, or (e) the creation of any lien ranking prior to or on a parity with the lien of this Indenture on the Trust Estate or any part thereof, except as hereinbefore expressly permitted, or (f) the deprivation of the Registered Owner of any Outstanding Bond of the lien hereby created on the Trust Estate. If at any time the Authority shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to reasonable actual expenses, cause notice of the proposed execution of such supplemental indenture to be given by first -class mail, postage prepaid, to the Registered Owner of each Bond. Such notices shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Bondholders. If, within sixty (60) days or such longer period as shall be prescribed by the Authority following such notices, the Registered Owners of not less than two - thirds (2/3) in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as provided herein, no Registered Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Authority from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section 10.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. ARTICLE XI AMENDMENT OF BOND RESOLUTION AND COOPERATION AGREEMENTS Section 11.01. Amendments, Etc. to Bond Resolution and Cooperation Agreements Not Requiring Consent of Registered Owners of the Bonds. The Authority and the Trustee shall 02/112566.3 58 without the consent of or notice to the Registered Owners of the Bonds consent to any amendment, change or modification of the Bond Resolution or the Cooperation Agreements, (a) required by the provisions of the Bond Resolution, the Development Agreement, the Cooperation Agreements or this Indenture, (b) for the purpose of curing any ambiguity or formal defect or omission so long as such cure does not materially adversely affect the interests of the Registered Owners of the Bonds, (c) to add additional rights acquired in accordance with the provisions of the Bond Resolution, the Development Agreement or the Cooperation Agreements, or (d) in connection with any other change therein which, in the judgment of the Trustee, is not materially prejudicial to the Trustee or the Registered Owners of the Bonds, or (e) in connection with any amendment of the Cooperation Agreements authorized by Section 11.03 of this Indenture. Section 11.02. Amendments, Etc. to Bond Resolution and Cooperation Agreements Requiring Consent of Registered Owners of the Bonds. Except for the amendments, changes or modifications as provided in Section 11.01 hereof, neither the Authority nor the Trustee shall consent to any other amendment, change or modification of the Bond Resolution or the Cooperation Agreements without the giving of notice and the written approval or consent of the Registered Owners of not less than sixty -six and two - thirds percent (66-2/3%) in aggregate principal amount of the Bonds at the time Outstanding given and procured as in this Section provided. If at any time the Authority shall request the consent of the Trustee to any such proposed amendment, change or modification of the Bond Resolution or the Cooperation Agreements, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be mailed in the same manner as provided by Section 10.02 hereof with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file with the Trustee for inspection by all Registered Owners of the Bonds. Nothing contained in this Section shall permit, or be construed as permitting, a reduction of the aggregate principal amount of Bonds, the Registered Owners of which are required to consent to any amendment, change or modification of the Bond Resolution or the Cooperation Agreements or a reduction in, or a postponement of, the payments of Pledged Revenues, without the consent of the Registered Owners of all the Bonds then Outstanding. Section 11.03. Certain Amendments of the Cooperation Agreements. In the event the Authority shall determine that an amendment is necessary to one or more of the Cooperation Agreements in order to accomplish the objectives of the Phase One Plan in accordance with the Act, the Development Agreement and this Indenture, the Authority may enter into such an amendment to one or more of the Cooperation Agreements without notice to or the consent of the Registered Owners of the Bonds; provided, however, that the Authority shall first send written notice of its intention to enter into any such amendment to the City, Original Purchaser and the Trustee by first- class, prepaid United States mail, which notice shall describe in detail any such proposed amendment, and shall also provide an original, or copy certified by the Secretary of the Board of Commissioners of the Authority, of a resolution adopted by the Board of Commissioners of the Authority declaring its intention to enter into such amendment, and M 112566.3 59 determining, on behalf of the Authority, that (a) such amendment is necessary in order to accomplish the objectives of the Phase One Plan in accordance with the Act, the Development Agreement and this Indenture, and (b) such amendment will not adversely effect the security for the prompt payment of the principal of and interest on the Bonds as set forth in this Indenture and (c) such amendment will not otherwise violate any obligation of the Authority under this Indenture and will not be inconsistent with the provisions of the Phase One Plan, as then in effect, or the Act. The foregoing items shall be provided to the Trustee, the Original Purchaser and the City not less than thirty (30) days prior to the date on which such amendment is proposed to be executed by the Authority. ARTICLE XII MUNICIPAL BOND INSURANCE POLICY Section 12.01. Municipal Bond Insurance Policy. All amounts received under the Municipal Bond Insurance Policy shall be used solely for the payment of principal of and interest on the Series 1994A Bonds, when due. Section 12.02. Notices and Reports to be Given to AMBAC Indemnity. While the Municipal Bond Insurance Policy is in effect, the Authority shall furnish to AMBAC Indemnity the following: (a) as soon as practicable after the filing thereof, a copy of any financial statement of the Authority and a copy of any audit and annual report of the Authority; (b) a copy of any notice to be given to the Registered Owners of the Series 1994A Bonds, including, without limitation, notice of any redemption of or defeasance of Series 1994A Bonds, and any certificate rendered pursuant to this Indenture relating to the security for the Series 1994A Bonds; and (c) such additional information as AMBAC Indemnity may reasonably request. The Authority will permit AMBAC Indemnity to discuss the affairs, finances and accounts of the Authority or any information AMBAC Indemnity may reasonably request regarding the Trust Estate for the Series 1994A Bonds with appropriate officials of the Authority. The Trustee or the Authority, as appropriate, will permit AMBAC Indemnity to have access to the Project and have access to and to make copies, at AMBAC Indemnity's expense, of all books and records relating to the Series 1994A Bonds at any reasonable time. AMBAC Indemnity shall have the right to direct an accounting at the Authority's expense, and the Authority's failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from AMBAC Indemnity shall be deemed a Default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently 02/112566.3 60 pursued, but only if such extension would not materially adversely affect the interests of any registered owner of the Series 1994A Bonds. Notwithstanding any other provision of this Indenture, the Trustee shall promptly notify AMBAC Indemnity if at any time there are insufficient moneys to make any payments of principal and /or interest as required hereunder and promptly upon the occurrence of any Event of Default hereunder of which the Trustee has actual knowledge or constructive knowledge pursuant to Section 10.01(h) hereof. The Trustee shall give AMBAC Indemnity copies of any notice to be given to the Registered Owners of the Series 1994A Bonds, including, without limitation, notice of any redemption (other than redemptions pursuant to Mandatory Sinking Fund Payments made under Section 3.01 above) of or defeasance of Series 1994A Bonds, and any certificate rendered to the Trustee by the Authority pursuant to this Indenture relating to the security for the Series 1994A Bonds. The Trustee shall also notify AMBAC Indemnity of the Authority's failure to provide the Trustee with any notice, certificate or other item required to be given to the Trustee hereunder. Section 12.03. Payment Procedure Pursuant to Municipal Bond Insurance Policy. As long as the Municipal Bond Insurance Policy shall be in full force and effect, the Authority, the Trustee and any paying agent agree to comply with the following provisions: (a) At least one (1) day prior to each Bond Payment Date the Trustee or paying agent, if any, will determine whether there will be sufficient funds in the Series 1994A Debt Service Fund available to pay the principal of or interest on the Series 1994A Bonds on such Bond Payment Date. If the Trustee or paying agent, if any, determines that there will be insufficient fiends in the Series 1994A Debt Service Fund, the Trustee or paying agent, if any, shall so notify AMBAC Indemnity. Such notice shall specify the amount of the anticipated deficiency, the Series 1994A Bonds to which such deficiencies are applicable and whether such Series 1994A Bonds will be deficient as to principal or interest, or both. If the Trustee or paying agent, if any, has not so notified AMBAC Indemnity at least one (1) day prior to the Bond Payment Date, AM 3AC Indemnity will make payments of principal or interest due on the Series 1994A Bonds on or before the first (1st) day next following the date on which AMBAC Indemnity shall have received notice of nonpayment from the Trustee or paying agent, if any. (b) The Trustee or paying agent, if any, shall, after giving notice to AMBAC Indemnity as provided in (a) above, make available to AMBAC Indemnity and, at AMBAC Indemnity's written direction, to the United States Trust Company of New York, as insurance trustee for AMBAC Indemnity or any successor insurance trustee (the "Insurance Trustee "), the registration books of the Authority maintained by the Trustee or paying agent, if any, and all records relating to the funds maintained under this Indenture. 021112566.3 61 (c) The Trustee or paying agent, if any, shall provide AMBAC Indemnity and the Insurance Trustee with a list of Registered Owners of Series 1994A Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with the Insurance Trustee to, at the expense of the Insurance Trustee, (i) mail checks or drafts to the Registered Owners of Series 1994A Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and (ii) to pay principal upon Series 1994A Bonds surrendered to the Insurance Trustee by the Registered Owners of Series 1994A Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (d) The Trustee or paying agent, if any, shall, at the time it provides notice to AMBAC Indemnity pursuant to (a) above, notify Registered Owners of Series 1994A Bonds entitled to receive the payment of principal or interest thereon from AMBAC Indemnity (i) as to the fact of such entitlement, (ii) that AMBAC Indemnity is required by the Municipal Bond Insurance Policy to remit to them all or part of the interest payments next coming due upon proof of Registered Owner entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from AMBAC Indemnity, they must surrender their Series 1994A Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Series 1994A Bonds to be registered in the name of AMBAC Indemnity) for payment to the Insurance Trustee, and not the Trustee or paying agent, if any, and (iv) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must surrender their Series 1994A Bonds for payment thereon first to the Trustee or paying agent, if any, who shall note on such Series 1994A Bonds the portion of the principal paid by the Trustee or paying agent, if any, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. (e) In the event that the Trustee or paying agent, if any, has received written notice that any payment of principal of or interest on a Series 1994A Bond which has become due for payment and which is made to a Registered Owner by or on behalf of the Authority has been deemed a preferential transfer and theretofore recovered from its Registered Owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee or paying agent, if any, shall, at the time AMBAC Indemnity is notified pursuant to (a) above, notify all Registered Owners that in the event that any Registered Owner's payment is so recovered, such Registered Owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available, and the Trustee or paying agent, if any, shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Series 1994A Bonds which have been made by the Trustee or paying agent, if any, and O2/11 2566.3 62 W111 subsequently recovered from registered owners and the dates on which such payments were made. (f) In addition to those rights granted AMBAC Indemnity under this Indenture, AMBAC Indemnity shall, to the extent it makes payment of principal of or interest on Series 1994A Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Trustee or paying agent, if any, shall note AMBAC Indemnity's rights as subrogee on the registration books of the Authority maintained by the Trustee or paying agent, if any, upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the Registered Owners of the Series 1994A Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Trustee or paying agent, if any, shall note AMBAC Indemnity's rights as subrogee on the registration books of the Authority maintained by the Trustee or paying agent, if any, upon surrender of the Series 1994A Bonds by the Registered Owners thereof together with proof of payment of principal thereof. Section 12.04. AMBAC Indemnity's Rights to Consent in Various Events. (a) Any provision of this Indenture expressly recognizing or granting rights in or to AMBAC Indemnity may not be amended in any manner which affects the rights of AMBAC Indemnity hereunder without the prior written consent of AMBAC Indemnity. (b) Unless otherwise provided in this Article XII, AMBAC Indemnity's consent shall be required in addition to the consent of the Registered Owners of the Series 1994A Bonds, when required, for the following purposes: (i) execution and delivery of any supplemental Indenture; (ii) removal of the Trustee or Paying Agent and selection and appointment of any successor trustee or paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires the consent of the Registered Owners of the Series 1994A Bonds. (c) Any reorganization or liquidation plan with respect to the Authority must be acceptable to AMBAC Indemnity. In the event of any reorganization or liquidation, AM 3AC Indemnity shall have the right to vote on behalf of all Registered Owners of Series 1994A Bonds absent a default by AM 3AC Indemnity under the applicable Municipal Bond Insurance Policy insuring such Series 1994A Bonds. (d) Anything in this Indenture to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default as defined herein, AMBAC Indemnity shall be entitled to control and direct the enforcement of all rights and remedies granted to the Registered Owners of the Series 1994A Bonds or the Trustee for the benefit of the Registered Owners of the Series 1994A Bonds under this Indenture, including, without 02/112566.3 63 limitation: (i) the right to accelerate the principal of the Series 1994A Bonds as described in this Indenture, and (ii) the right to annul any declaration of acceleration, and AMBAC Indemnity shall also be entitled to approve all waivers of events of default. (e) Upon the occurrence of an Event of Default, the Trustee may, with the consent of AMBAC Indemnity, and shall, at the direction of AMBAC Indemnity or not less than 25 % of the Registered Owners of the Series 1994A Bonds and Additional Debt, with the consent of ANiBAC Indemnity, by written notice to the Authority and AMBAC Indemnity, declare the principal of the Series 1994A Bonds to be immediately due and payable, whereupon that portion of the principal of the Series 1994A Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in this Indenture or in the Series 1994A Bonds to the contrary notwithstanding. Section 12.05. AMBAC Indemnity's Rights Regarding the Trustee. (a) The Trustee (or Paying Agent) may be removed at any time, at the request of AMBAC Indemnity, for any breach of the trust set forth herein. (b) AM 3AC Indemnity shall receive prior written notice from the Trustee (or any Paying Agent) of any Trustee (or any Paying Agent) resignation. Notwithstanding any other provision of this Indenture, no removal, resignation or termination of the Trustee (or Paying Agent) shall take effect until a successor, acceptable to AMBAC Indemnity, shall be appointed. (c) Every successor Trustee appointed pursuant to Section 9.08 hereof shall be a trust company or bank in good standing located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000 and acceptable to AMBAC Indemnity. Any successor Paying Agent, if applicable, shall not be appointed unless AM 3AC Indemnity approves such successor in writing. (d) Notwithstanding any other provision of this Indenture, in determining whether the rights of the Registered Owners of the Series 1994A Bonds will be adversely affected by any action taken pursuant to the terms and provisions of this Indenture, the Trustee shall consider the effect on the Registered Owners of the Series 1994A Bonds as if there were no Municipal Bond Insurance Policy. Section 12.06. Interested Parties. (a) To the extent that this Indenture confers upon or gives or grants to AMBAC Indemnity any right, remedy or claim under or by reason of this Indenture, AMBAC Indemnity is hereby explicitly recognized as being a third -party beneficiary 02/112566.3 64 hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. (b) Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Authority, the Trustee, AM 3AC Indemnity, the Paying Agent, if any, and the Registered Owners of the Series 1994A Bonds, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Authority, the Trustee, ANIBAC Indemnity, the Paying Agent, if any, and the Registered Owners of the Series 1994A Bonds. ARTICLE XM MISCELLANEOUS Section 13.01. Consents of Bondholders. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the Bondholders may be in any number of concurrent documents and may be executed by such Bondholders in Person or by an attorney -in -fact appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the written appointment of any such attorney -in -fact or of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken by it under such request or other instrument, namely: (a) The fact and date of the execution by any Person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the Person signing such writing acknowledged before him or her the execution thereof, or by an affidavit of any witness to such execution. (b) The fact of 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 registration books of the Authority maintained by the Trustee pursuant to Section 5.06 of this Indenture. For all purposes of this Indenture and of the proceedings for the enforcement thereof, such Person shall be deemed to continue to be the Registered Owner of such Bond until the Trustee shall have received notice in writing to the contrary. Section 13.02. Limitation of Rights. With the exception of any rights expressly conferred in this Indenture, nothing expressed or mentioned in or to be implied from this 02/112566.3 65 X1 Indenture or the Bonds is intended or shall be construed to give to any Person or company other than the parties to this Indenture, and the Registered Owners of the Bonds, any legal or equitable right, remedy or claim under or with respect to this Indenture or any covenants, conditions and provisions contained in this Indenture; this Indenture and all of the covenants, conditions and provisions of this Indenture being intended to be and being for the sole and exclusive benefit of the parties to this Indenture and the Registered Owners of the Bonds as provided in this Indenture. Section 13.03. Severability. If any provision of this Indenture shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions contained in this Indenture or render the same invalid, inoperative or unenforceable to any extent whatever. Section 13.04. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by the method set forth herein or, if none is specified, by first -class mail, postage prepaid, or sent by telegram, addressed as follows: if to the Authority, to Urban Renewal Authority of Pueblo, Colorado, One City Hall Place, Pueblo, Colorado 81003, Attention: Chairman; if to the City, to City of Pueblo, Colorado, One City Hall Place, Pueblo, Colorado 81003, Attention: President of the City Council; if to the Trustee, to The Bank of Cherry Creek, N.A., 3033 East First Avenue, Denver, Colorado 80206, Attention: Corporate Trust Department; if to the Original Purchaser, to Lewis, de Rozario & Co., Incorporated, 555 Seventeenth Street, Suite 3400, Denver, Colorado 80202, Attention: Municipal Bond Department. A duplicate copy of each notice required to be given under this Indenture by the Trustee or the Authority shall also be given to the Original Purchaser, and to counsel designated by the Authority, if any. The Authority, the City, the Trustee and the Original Purchaser may designate by written notice given by each to the others any further or different addresses to which subsequent notices, certificates or other communications shall be sent when required as contemplated by this Indenture. Section 13.05. Payments Due on Saturdays, Sundays and Holidays. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be in the city of the Trustee's principal corporate trust office a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment of principal, 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 13.06. Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 02/112566.3 66 Section 13.07. Applicable Provisions of Law. The Indenture shall be governed by and construed in accordance with the laws of the State. Section 13.08. Rules of Interpretation. (a) In this Indenture, unless the context otherwise requires: (i) The terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar terms refer to this Indenture as a whole and not to any particular article, section or subdivision hereof; and the term "heretofore" means before the date of execution of this Indenture, the term "now" means at the date of execution of this Indenture, and the term "hereafter" means after the date of execution of this Indenture; (ii) Words of the masculine gender include correlative words of the feminine and neuter genders and words importing the singular number include the plural number and vice versa; and (iii) If at any time there shall be one Person who shall be the Registered Owner of all of the Outstanding Bonds and this Indenture shall require the consent of the Trustee for a particular purpose, then the consent of that Person shall be required in lieu of the consent of the Trustee for that purpose, unless that Person shall have been notified and shall not have responded within a reasonable period of time. (b) Nothing expressed or implied in this Indenture is intended or shall be construed to confer upon or to give any Person, other than the Authority, the Trustee and the Registered Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture or any covenant, agreement, condition or stipulation contained in this Indenture. Section 13.09. Captions. The captions and headings in this Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Indenture. Section 13.10. Certificates and Opinions. Except as otherwise specifically provided in this Indenture, each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (a) a statement that the Person making the certificate or opinion has read the covenant or condition and the definitions set forth in this Indenture 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 such Person, he or she has made such examination and investigation as is necessary to enable him or her to express an informed opinion as to whether the covenant or condition has been complied with (d) a statement as to whether, in the 02/112566.3 67 opinion of such Person, the condition or covenant has been complied with; and (e) an identification of any certificate or opinions relied on in such certificate or opinion. Any opinion of Independent Counsel may be qualified by reference to the constitutional powers of the United States of America, the police powers of the State, judicial discretion and bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally. In any case where 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 other matters, and any such Persons 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, Independent 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 or her certificate or opinion is based are erroneous. Any such certificate or opinion of Independent 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 Independent Counsel knows, or in the exercise of reasonable care should know, that the certificates or opinion or representations with respect to such matters are erroneous. When any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, such instruments may, but need not, be consolidated and form one instrument. Section 13.11. Exhibits. Attached hereto and by reference made a part of this Indenture are the following exhibits: Exhibit A: Forms of Series 1994A Bond and Series 1994B Bond; Exhibit B: Description of Phase One Project Area; and Exhibit C: Description of Phase One Project. 02/112566.3 68 IN WITNESS WHEREOF, the Authority has caused these presents to be executed in its corporate name and with its official seals hereunto affixed and attested by its duly authorized officials; and to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be executed in its corporate name and with its corporate seal hereunto affixed and attested by its duly authorized officers, as of the date first above written. [SEAL] Attest: UM URBAN RENEWAL AUTHORITY OF :PUEBLO, COLORADO LM Secretary of the Board of Commissioners [SEAL] Attest: Assistant Secretary Chairman of the Board of Commissioners THE BANK OF CHERRY CREEK, N.A., as Trustee LOW Trust Officer 02/112566.3 69 The undersigned representative of AM 3AC Indemnity Corporation, as the herein - described Bond Insurer, hereby consents to the execution and delivery of this First Amended and Restated Indenture of Trust by the Authority and the Trustee. AMBAC INDEMNITY CORPORATION By — Title: 02/112566.3 70 , ­i L EXHIBIT A BOND FORMS FORM OF SERIES 1994 BOND EXCEPT AS OTHERWISE PROVIDED IN THE HEREINAFTER DEFINED INDENTURE, THIS GLOBAL BOOK -ENTRY BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED IN THE INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF PUEBLO CITY OF PUEBLO URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO REVENUE REFUNDING BOND (PHASE ONE URBAN RENEWAL PROJECT) SERIES 1994A No. RA- $ INTEREST RATE: MATURITY DATE: DATE OF ISSUANCE: CUSIP: August 15, 1994 REGISTERED OWNER: CEDE & CO. ' � 1, 1' • __ _yilu � DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the Urban Renewal Authority of Pueblo, Colorado ( "the Authority "), a public body corporate and politic duly organized and existing as an urban renewal authority under the laws of the State of Colorado, for value received, promises to pay to the order of the Registered Owner (named above) or registered assigns, on the Maturity Date (stated above), upon surrender hereof, the Principal Sum (stated above), and in like manner to pay interest on said Principal Sum as set forth in the Indenture of Trust, as defined herein, at the Interest Rate (stated above), as described herein, until said Principal Sum is paid, except as the provisions hereinafter set forth with respect to redemption of this Series 1994A Bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this Series 1994A Bond are payable in lawful money of the United States of America at the principal corporate trust office of The Bank of Cherry Creek, N.A., in Denver, Colorado, as trustee, or its successor in trust (the "Trustee "). Payment of interest 021112566.3 A-1 on this Series 1994A Bond shall be paid by check or draft mailed to the Registered Owner, by wire transfer to CEDE & Co. on the interest payment date. The Record Date is the 15th day of the month (whether or not a business day) preceding any interest payment date. All payments of principal, premiums, if any, and interest shall be made in lawful money of the United States of America. This Series 1994A Bond is one of an authorized issue of bonds designated "Urban Renewal Authority of Pueblo, Colorado, Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994A," limited, except as provided with respect to Additional Debt (as hereinafter defined), in aggregate principal amount of $7,275,000 (the "Series 1994A Bonds "), issued by the Authority for the purpose of providing funds to finance certain of the activities of the Authority in connection with the Phase One Urban Renewal Project (the "Phase One Project "), a redevelopment project located in an area (the "Phase One Project Area ") within the boundaries of the City of Pueblo, Colorado (the "City "). The Series 1994A Bonds are issued under the authority of the Colorado Urban Renewal Law, Section 31 -25 -101 et seq., and the Colorado Public Securities Refunding Act, Section 11 -54 -101 et seq., both of the Colorado Revised Statutes, as amended (collectively, the "Act "). The Series 1994A Bonds are issued pursuant to the Act, a resolution of the Authority and an Indenture of Trust dated as of August 15, 1994, by and between the Authority and the Trustee (the "Indenture "). The Series 1994A Bonds shall be issuable only as fully registered bonds without coupons in the denomination of $5,000 or any integral multiple thereof. Each Series 1994A Bond shall bear interest at the applicable Interest Rate, as stated in the Indenture, payable on each June 1 and December 1 of each year until maturity for such Series 1994A Bond, commencing on the first Bond Payment Date subsequent to the date of authentication for such Series 1994A Bond. The principal of and premium, if any, on the Series 1994A Bonds shall be payable at the principal corporate trust office of the Trustee or any other Paying Agent, and interest on any Series 1994A Bond shall be paid by check or draft mailed to the Registered Owner thereof by the Trustee at the address of such Registered Owner as it appears on the registration books of the Authority maintained by the Trustee on the Record Date, such payment to be made by check or draft of the Trustee or, upon request of any Registered Owner and upon making arrangements satisfactory to the Trustee for the payment of the fees and expenses of the Trustee, by wire transfer to such Registered Owner; but any such interest not so timely paid or duly provided for shall cease to be payable to the Person who is the Registered Owner of the applicable Bond on the Record Date and shall be payable to the Person who is the Registered Owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the Registered Owners of the Series 1994A Bonds not less than ten (10) days prior to the Special Interest Payment Date by first -class mail to each such Registered Owner as shown on the 021112566.3 A -2 Registration Books on a date selected by the Trustee, stating the date of the Special Record Date and the Special Interest Payment Date fixed for the payment of such defaulted interest. If any payment of the Debt Service Requirement for any Series 1994A Bond is due on a day not a Business Day, payment shall be made on the next succeeding Business Day with the same force and effect as if made on the date fixed for such payment, and no interest shall accrue for the period after such date. The Series 1994A Bonds are all issued under and are equally and ratably secured by and entitled to the protection of the Indenture, duly executed and delivered by the Authority to the Trustee, and pursuant to which the Trust Estate (as defined therein) is pledged by the Authority to the Trustee to secure the payment of the Debt Service Requirement (as defined in the Indenture) on the Series 1994A Bonds. The Indenture provides that the Authority may issue additional obligations from time to time under certain terms and conditions set forth in the Indenture (referred to herein as the "Additional Debt ") and, if issued, such Additional Debt will rank on a parity with the Series 1994A Bonds and be equally and ratably secured by and entitled to the protection of the Indenture. The Series 1994A Bonds and any Additional Debt are collectively referred to herein as the "Bonds." In addition, the Indenture provides that the Authority may issue Subordinate Debt (as defined therein) at any time and from time to time. At the time of the delivery of the Series 1994A Bonds, the Authority will also issue $2,225,000 aggregate principal amount of its Subordinate Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994B. The Trust Estate, which has been pledged to pay the principal of, premium, if any, and interest on the Series 1994A Bonds from time to time Outstanding, includes the Pledged Revenues (as hereinafter defined), the rights of the Authority under certain Cooperation Agreements, all as defined in the Indenture, the proceeds of any Additional Debt issued to refund any Outstanding Bonds and amounts on deposit in certain Trust Funds as defined in the Indenture. "Pledged Authority Sales Tax Revenues" means, for each Fiscal Year, all of the proceeds of the Sales Tax collected within the Phase One Project Area after deduction of the following amounts: (a) the proportional share of the reasonable and necessary costs and expenses of collecting and enforcing the Sales Tax attributable to the Phase One Project Area; and (b) an amount equal to the Sales Tax Base Amount. "Pledged City Sales Tax Revenues" means all of the proceeds of the 3.3 % portion of the sales and use tax levied by the City, as set forth in Section 14 -4 -17 of the City's Code of Ordinances, which moneys are and /or have been deposited in the City's "Collection Fee Fund" and pledged to the payment of the Bonds as authorized by the City's electorate on November 2, 02/112566.3 A -3 1993, and Ordinance No. 5853, passed and adopted on second reading by the City Council on January 10, 1994. "Pledged Property Tax Revenues" means, for each Fiscal Year, that portion of ad valorem property taxes produced by the levy at the rates fixed each year by or for the governing bodies of the various taxing jurisdictions within or overlapping the Phase One Project Area upon that portion of the valuation for assessment of all taxable property within the Phase One Project Area which is in excess of the Property Tax Base Amount; provided, however, that such amount shall be reduced by any lawful collection fee charged by the County; and provided further, however, that in the event of a general reassessment of taxable property in the Phase One Project Area, the valuation for assessment of taxable property within the Phase One Project Area shall be proportionately adjusted in accordance with such general reassessment. "Pledged Revenues" means (a) the Pledged Property Tax Revenues, (b) the Pledged Authority Sales Tax Revenues, (c) the Pledged City Sales Tax Revenues, and (d) all income derived from the investment and reinvestment of the Trust Funds. Under the Indenture, certain funds and accounts have been created in connection with the issuance of the Series 1994A Bonds, including in particular the Series 1994A Reserve Account and the Supplemental Series 1994A Reserve Account. Reference is hereby made to the Indenture for a further and more detailed description of the Trust Estate, the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Authority, the Trustee and the Registered Owners of the Bonds, the issuance of Additional Debt and the terms upon which the Bonds are issued and secured. This Series 1994A Bond is transferable by the Registered Owner hereof in person or by his or her attorney duly authorized in writing at the principal corporate trust office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Series 1994A Bond. Upon such transfer a new registered Series 1994A Bond or Series 1994A Bonds of the same series and the same maturity and of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Authority and Trustee may deem and treat the Registered Owner hereof as the absolute owner hereof (whether or not this Series 1994A Bond shall be overdue) for the purpose of receiving payment of or on account of principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Authority nor the Trustee shall be affected by any notice to the contrary. Subject to the limitations and upon payment of the fees, taxes and governmental charges provided in the Indenture, the Series 1994A Bonds may be exchanged for a like aggregate principal amount of Series 1994A Bonds of other authorized denominations of the same series and the same maturity. 02/112566.3 A -4 Optional Redemption -Series 1994A Bonds. The Series 1994A Bonds maturing on and after December 1, 2004 are subject to redemption, at the option of the Authority, in whole or in part, (and if in part, as directed by the Authority) on December 1, 2003 and on any interest payment date thereafter, at the redemption prices (expressed as a percentage of principal amount of the Series 1994A Bonds to be redeemed) set forth below, plus accrued interest to the date of redemption. Redemption Dates Redemption Prices December 1, 2003 and June 1, 2004 101% December 1, 2004 and thereafter 100 Mandatory Sinking Fund Redemption. The Series 1994A Bonds maturing on December 1, 2009, December 1, 2012, December 1, 2015 and December 1, 2019 shall be subject to mandatory sinking fund redemption on the dates set forth below at a price of one hundred percent (100 %) of the principal amount of the Series 1994A Bonds to be redeemed, plus accrued interest to the date of redemption, the particular Series 1994A Bonds to be redeemers to be selected by lot in such manner as the Trustee shall determine. Amounts on deposit in the Series 1994A Debt Service Fund shall be applied to the mandatory sinking fund redemption of the Series 1994A Bonds, as appropriate, on December 1 of each of the years and in the principal amounts set forth below: Series 1994A Bonds Maturing on December 1, 2009 Sinking Fund Redemption Date Principal Amount of (December 1) Series 1994A Bonds 2005 $235,000 2006 250,000 2007 265,000 2008 280,000 2009' 295,000 'Final Maturity. 02/112566.3 A -5 Series 1994A Bonds Maturing on December 1, 2012 Sinking Fund Redemption Date (December 1) Principal Amount of Series 1994A Bonds 2010 2011 2012' 'Final Maturity. $315,000 333,000 350,000 Series 1994A Bonds Maturing on December 1, 2015 Sinking Fund Redemption Date (December 1) Principal Amount of Series 1994A Bonds 2013 2014 2015' "Final Maturity. $375,000 395,000 420,000 Series 1994A Bonds Maturing on December 1, 2019 Sinking Fund Redemption Date (December 1) Principal Amount of Series 1994A Bonds 2016 2017 2018 2019' 'Final Maturity. $445,000 475,000 500,000 535,000 On or before the 30th day prior to each such sinking fund payment date, the Trustee shall proceed to select the Series 1994A Bonds for redemption from such sinking fund on the next December 1, and on the 30th day prior to each sinking fund payment date give notice of such call as provided in Section 3.02 of the Indenture. Not less than sixty (60) days prior to any sinking fund redemption date, the Authority may deliver, or cause to be delivered, to the Trustee for cancellation, Series 1994A Bonds maturing on December 1, 2009, December 1, 2012, December 1, 2015 or December 1, 2019, as the case may be, in any principal amount 02/112566.3 A -6 constituting a multiple of $5,000, and which shall have been previously called for redemption and surrendered to the Authority other than through the operation of the sinking fund redemption provisions of this Section, or which shall have been purchased by the Authority in the open market, and the Authority shall receive a credit against the next occurring appropriate sinking fund redemption requirement, in an amount equal to the aggregate principal amount of such Series 1994A Bonds so delivered to the Trustee. Each Series 1994 Bond so delivered shall be credited by the Trustee at the principal amount thereof on the obligation of the Authority on such sinking fund redemption date, and, to the extent of any excess, to the next appropriate annual sinking fund redemption date or dates, and the principal amount of Series 1994A Bonds to be redeemed by operation of such sinking fund on such date or dates shall be accordingly reduced. In case a Series 1994A Bond is of a denomination larger than $5,000, a portion of such Series 1994 Bond ($5,000 or any integral multiple thereof) may be redeemed, but Series 1994 Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. Notice of Redemption. Notice of the call for any redemption, identifying the Series 1994 Bonds or portions thereof to be redeemed, shall be given by the Trustee by first -class mail, postage prepaid, at least thirty (30) days prior to the date fixed for redemption to the Registered Owner of each Series 1994 Bond to be redeemed, in whole or in part, at the address shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 1994 Bond or portion thereof with respect to which no such failure has occurred. Any notice mailed as provided herein shall be conclusively presumed to have been duly given, whether or not the Registered Owner actually receives the notice. Redemption Payments. Prior to the date fixed for redemption, funds shall be deposited in the Series 1994A Debt Service Fund with the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds to the payment of, the Series 1994A Bonds or the portions thereof called, together with accrued interest thereon to the redemption date and any required premium. Upon the giving of notice as set forth in Section 3.02 of the Indenture and the deposit of funds for redemption, interest on the Series 1994 Bonds or portions thereof thus called shall no longer accrue after the date fixed for redemption. THE SERIES 1994A BONDS ARE ISSUED PURSUANT TO AND IN FULL COMPLIANCE WITH THE CONSTITUTION AND LAWS OF THE STATE OF COLORADO, PARTICULARLY THE ACT, AND PURSUANT TO A RESOLUTION ADOPTED BY THE AUTHORITY WHICH AUTHORIZES THE EXECUTION AND DELIVERY OF THE INDENTURE. THE SERIES 1994A BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY, SECURED BY THE TRUST ESTATE. THE SERIES 1994A BONDS DO NOT CONSTITUTE A DEBT OF THE CITY OF PUEBLO, COLORADO, THE STATE OF COLORADO OR ANY POLITICAL SUBDIVISION THEREOF, AND NEITHER THE CITY, THE STATE NOR ANY OF THE POLITICAL SUBDIVISIONS THEREOF IS LIABLE THEREFOR. NEITHER THE MEMBERS OF THE 02/112566.3 A -7 AUTHORITY NOR ANY PERSONS EXECUTING THIS SERIES 1994A BOND SHALL BE PERSONALLY LIABLE FOR THIS SERIES 1994A BOND. The Registered Owner of this Series 1994A 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 proceedings with respect thereto, unless an Event of Default, as defined in the Indenture, shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 1994A 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. THIS BOND IS A "QUALIFIED TAX - EXEMPT OBLIGATION" WITHIN THE MEANING OF SECTION 265 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. The Indenture permits, with certain exceptions as provided therein, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Registered Owners of the Bonds at any time by the Authority with the consent of the Registered Owners of two - thirds (2/3) in aggregate principal amount of the Bonds at the time Outstanding, as defined in the Indenture. Any such consent or waiver by The Registered Owners of two - thirds (2/3) of the Bonds shall be conclusive and binding upon the Registered Owner of this Series 1994A Bond and upon all future Registered Owners of this Series 1994A Bond and of any Series 1994A Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Series 1994A Bond. The Indenture also contains provisions permitting the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited 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 of Trust, as defined herein, and the issuance of this Series 1994A Bond do exist, have happened and have been performed in due time, form and manner as required by law. This Series 1994A Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture of Trust until the Certificate of Authentication hereon shall have been signed on behalf of the Trustee. [Remainder of Page Intentionally Left Blank] 02/112566.3 A-8 :..1..y IN WITNESS WHEREOF, the Urban Renewal Authority of Pueblo, Colorado has caused this Series 1994A Bond to be executed in its name by the signature of its Chairman and its corporate seal to be hereunto impressed or imprinted hereon and attested by the signature of its Secretary, all as of August 15, 1994. [AUTHORITY'S SEAL] URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO Attest: By By Secretary of the Board of Commissioners Chairman of the Board of Commissioners 02/112566.3 A -9 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Series 1994A Bond is one of the Series 1994A Bonds of the issue described in the within - mentioned Indenture of Trust. Dated: THE BANK OF CHERRY CREEK, N.A. , AS TRUSTEE Trust Officer STATEMENT OF INSURANCE Municipal Bond Insurance Policy No. 10451BE (the "Policy ") with respect to payments due for principal of and interest on this bond has been issued by AMBAC Indemnity Corporation ( "AMBAC Indemnity "). The Policy has been delivered to the United States Trust Company of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Policy. 02/112566.3 A -10 (FORM FOR TRANSFER) FOR VALUE RECEIVED, , the undersigned, hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) (Please Print or Type Name and Address of Transferee) the within Series 1994A Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Series 1994A Bond on the books kept for registration thereof, with :Full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Series 1994A Bond in every particular, without alteration or enlargement or any change NOTICE: Signature(s) must be whatever. guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. TRANSFER FEES MAY BE REQUIRED End of form of Series 1994 Bond 0'1112566.3 A-1 1 FORM OF SERIES 1994B BOND EXCEPT AS OTHERWISE PROVIDED IN THE HEREINAFTER DEFINED INDENTURE, THIS GLOBAL BOOK -ENTRY BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED IN THE INDENTURE) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF PUEBLO CITY OF PUEBLO URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO SUBORDINATE REVENUE REFUNDING BOND (PHASE ONE URBAN RENEWAL PROJECT) SERIES 1994B No. RB- $ INTEREST RATE: MATURITY DATE: DATE OF ISSUANCE: CUSIP: % December 1, 2019 August 15, 1994 REGISTERED OWNER: PRINCIPAL SUM: I0 0 KNOW ALL PERSONS BY THESE PRESENTS that the Urban Renewal Authority of Pueblo, Colorado ( "the Authority "), a public body corporate and politic duly organized and existing as an urban renewal authority under the laws of the State of Colorado, for value received, promises to pay to the order of the Registered Owner (named above) or registered assigns, on the Maturity Date (stated above), upon surrender hereof, the Principal Sum (stated above), and in like manner to pay interest on said Principal Sum as set forth in the Indenture, as defined herein, at the Interest Rate (stated above), as described herein, until said Principal Sum is paid, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America at the principal corporate trust office of The Bank of Cherry Creek, N.A., in Denver, Colorado, as trustee, or its successor in trust (the "Trustee "). Payment of interest on this bond shall be paid by check or draft mailed to the Registered Owner. The Record Date is the 15th day of the month (whether or not a business day) preceding any interest payment date. All payments of principal, premiums, if any, and interest shall be made in lawful money of the United States of America. 021112566.3 'I,u [ . .. This bond is one of an authorized issue of bonds designated "Urban Renewal Authority of Pueblo, Colorado, Subordinate Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994B," limited to an aggregate principal amount of $2,225,000 (the "Series 1994B Bonds "), issued by the Authority for the purpose of refunding a portion of the Authority's Tax Increment Revenue Bonds, (Phase One Urban Renewal Project) Series 1986A, which in turn were issued for the purpose of providing funds to finance certain of the activities of the Authority in connection with the Phase One Urban Renewal Project (the "Phase One Project "), a redevelopment project located in an area (the "Phase One Project Area ") within the boundaries of the City of Pueblo, Colorado (the "City "). The Series 1994B Bonds are issued under the authority of the Colorado Urban Renewal Law, Section 31 -25 -101 et seq., and the Colorado Public Securities Refunding Act, Section 11 -54 -101 et seq., both of the Colorado Revised Statutes, as amended (collectively, the "Act "). The Series 1994B Bonds are issued pursuant to the Act, a resolution of the Authority and an Indenture of Trust dated as of August 15, 1994, by and between the Authority and the Trustee (as amended and supplemented, the "Indenture "). The Series 1994B Bonds shall be issuable only as fully registered bonds without coupons in the denomination of $5,000 or any integral multiple thereof. Each Series 1994B Bond shall bear interest at the applicable Interest Rate, as stated in the Indenture, payable on each June 1 and December 1 of each year until maturity for such Series 1994B Bond, commencing on the first Bond Payment Date subsequent to the date of authentication for such Series 1994B Bond. The principal of and premium, if any, on the Series 1994B Bonds shall be payable at the principal corporate trust office of the Trustee or any other Paying Agent, and interest on any Series 1994B Bond shall be paid by check or draft mailed to the Registered Owner thereof by the Trustee at the address of such Registered Owner as it appears on the registration books of the Authority maintained by the Trustee on the Record Date, such payment to be made by check or draft of the Trustee or, upon request of any Registered Owner and upon making arrangements satisfactory to the Trustee for the payment of the fees and expenses of the Trustee, by wire transfer to such Registered Owner; but any such interest not so timely paid or duly provided for shall cease to be payable to the Person who is the Registered Owner of the applicable Series 1994B Bond on the Record Date and shall be payable to the Person who is the Registered Owner thereof on the interest payment date at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the Registered Owners of the Series 1994B Bonds not less than ten (10) days prior to the Special Interest Payment Date by first -class mail to each such Registered Owner as shown on the Registration Books on a date selected by the Trustee, stating the date of the Special Record Date and the Special Interest Payment Date fixed for the payment of such defaulted interest. 02/112566.3 A- 13 If any payment of the Debt Service Requirement (as defined in the Indenture) for any Series 1994B Bond is due on a day not a Business Day, payment shall be made on the next succeeding Business Day with the same force and effect as if made on the date fixed for such payment, and no interest shall accrue for the period after such date. The Series 1994B Bonds are all issued under and are equally and ratably secured by and entitled to the protection of the Indenture, duly executed and delivered by the Authority to the Trustee, and pursuant to which the Trust Estate (as defined therein) is pledged by the Authority to the Trustee, on a subordinate basis, to secure the payment of the Debt Service Requirement on the Series 1994B Bonds. At the time of the initial delivery of the Series 1994B Bonds, the Authority issued $7,275,000 aggregate principal amount of its Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994A (the "Series 1994A Bonds "). Payment of the Series 1994B Bonds is subordinate to payment of the Series 1994A Bonds from the Trust Estate. In addition, the Indenture provides that the Authority may issue additional obligations from time to time under certain terms and conditions set forth in the Indenture (referred to herein as the "Additional Debt ") and, if issued, such Additional Debt will rank on a parity with the Series 1994A Bonds and be equally and ratably secured by and entitled to the protection of the Indenture. In addition, the Indenture provides that the Authority may issue other subordinate debt at any time and from time to time. The Trust Estate, which has been pledged, on a subordinate basis, to pay the principal of, premium, if any, and interest on the Series 1994B Bonds from time to time Outstanding, includes the Pledged Revenues (as hereinafter defined), the rights of the Authority under certain Cooperation Agreements, all as defined in the Indenture, the proceeds of any Additional Debt issued to refund any Outstanding Series 1994B Bonds and amounts on deposit in certain Trust Funds as defined in the Indenture. "Pledged Revenues" means (a) the Pledged Property Tax Revenues, (b) the Pledged Authority Sales Tax Revenues, (c) the Pledged City Sales Tax Revenues, and (d) all income derived from the investment and reinvestment of the Trust Funds. "Pledged Authority Sales Tax Revenues" means, for each Fiscal Year, all of the proceeds of the Sales Tax collected within the Phase One Project Area after deduction of the following amounts: (a) the proportional share of the reasonable and necessary costs and expenses of collecting and enforcing the Sales Tax attributable to the Phase One Project Area; and (b) an amount equal to the Sales Tax Base Amount. "Pledged City Sales Tax Revenues" means all of the proceeds of the 3.3 % portion of the sales and use tax levied by the City, as set forth in Section 14 -4 -17 of the City's Code of Ordinances, which moneys are and /or have been deposited in the City's "Collection Fee Fund" and pledged to the payment of the Bonds (as defined in the Indenture) as authorized by the 02/112566.3 A- 14 City's electorate on November 2, 1993, and Ordinance No. 5853, passed and adopted on second reading by the City Council on January 10, 1994. "Pledged Property Tax Revenues" means, for each Fiscal Year, that portion of ad valorem property taxes produced by the levy at the rates fixed each year by or for the governing bodies of the various taxing jurisdictions within or overlapping the Phase One Project Area upon that portion of the valuation for assessment of all taxable property within the Phase One Project Area which is in excess of the Property Tax Base Amount; provided, however, that such amount shall be reduced by any lawful collection fee charged by the County; and provided further, however, that in the event of a general reassessment of taxable property in the Phase One Project Area, the valuation for assessment of taxable property within the Phase One Project Area shall be proportionately adjusted in accordance with such general reassessment. Under the Indenture, certain funds and accounts have been created in connection with the issuance of the Series 1994B Bonds, including in particular the Series 1994B Reserve Account and the Supplemental Series 1994B Reserve Account. Reference is hereby made to the Indenture for a further and more detailed description of the Trust Estate, the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Authority, the Trustee and the Registered Owners of the Bonds, the issuance of Additional Debt and the terms upon which the Bonds are issued and secured. This bond is transferable by the Registered Owner hereof in person or by his or her attorney duly authorized in writing at the principal corporate trust office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this bond. Upon such transfer a new registered Series 1994B Bond or Series 1994B Bonds of the same series and the same maturity and of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Authority and Trustee may deem and treat the Registered Owner hereof as the absolute owner hereof (whether or not this bond shall be overdue) for the purpose of receiving payment of or on account of principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Authority nor the Trustee shall be affected by any notice to the contrary. Subject to the limitations and upon payment of the fees, taxes and governmental charges provided in the Indenture, the Series 1994B Bonds may be exchanged for a like aggregate principal amount of Series 1994B Bonds of other authorized denominations of the same series and the same maturity. Optional Redemption -Series 1994B Bonds. The Series 1994B Bonds maturing on and after December 1, 2007 are subject to redemption, at the option of the Authority, in whole or in part, (and if in part, as directed by the Authority) on December 1, 2006 and on any interest payment date thereafter, at the redemption price equal to the principal amount of the Series 1994B Bonds to be redeemed, plus accrued interest to the date of redemption. 021112566.3 A -15 Mandatory Sinking Fund Redemption. The Series 1994B Bonds maturing on December 1, 2019 shall be subject to mandatory sinking fund redemption on the dates set forth below at a price of one hundred percent (100%) of the principal amount of the Series 1994B Bonds to be redeemed, plus accrued interest to the date of redemption, the particular Series 1994B Bonds to be redeemed to be selected by lot in such manner as the Trustee shall determine. Amounts on deposit in the Series 1994B Debt Service Fund shall be applied to the mandatory sinking fund redemption of the Series 1994B Bonds, as appropriate, on December 1 of each of the years and in the principal amounts set forth below: Series 1994B Bonds Maturing on December 1, 2012 Sinking Fund Redemption Date Principal Amount of (December 1) Series 1994B Bonds 'Final Maturity. Series 1994B Bonds Maturing on December 1, 2019 Sinking Fund Redemption Date Principal Amount of (December 1) Series 1994B Bonds 'Final Maturity. On or before the 30th day prior to each such sinking fund payment date, the Trustee shall proceed to select the Series 1994B Bonds for redemption from such sinking fund on the next December 1, and on the 30th day prior to each sinking fund payment date give notice of such call. Not less than sixty (60) days prior to any sinking fund redemption date, the Authority may deliver, or cause to be delivered, to the Trustee for cancellation, Series 1994B Bonds maturing on December 1, 2012 or 2019, as the case may be, in any principal amount constituting a multiple of $5,000, and which shall have been previously called for redemption and surrendered to the Authority other than through the operation of the sinking fund redemption provisions, or 02! 112566.3 A -16 which shall have been purchased by the Authority in the open market, and the Authority shall receive a credit against the next occurring appropriate sinking fund redemption requirement, in an amount equal to the aggregate principal amount of such Series 1994B Bonds so delivered to the Trustee. Each Series 1994B Bond so delivered shall be credited by the Trustee at the principal amount thereof on the obligation of the Authority on such sinking fund redemption date, and, to the extent of any excess, to the next appropriate annual sinking fund redemption date or dates, and the principal amount of Series 1994B Bonds to be redeemed by operation of such sinking fund on such date or dates shall be accordingly reduced. In case a Series 1994B Bond is of a denomination larger than $5,000, a portion of such Series 1994B Bond ($5,000 or any integral multiple thereof) may be redeemed, but Series 1994B Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. Notice of Redemption. Notice of the call for any redemption, identifying the Series 1994B Bonds or portions thereof to be redeemed, shall be given by the Trustee by first -class mail, postage prepaid, at least thirty (30) days prior to the date fixed for redemption to the Registered Owner of each Series 1994B Bond to be redeemed, in whole or in part, at the address shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 1994B Bond or portion thereof with respect to which no such failure has occurred. Any notice mailed as provided in the Indenture shall be conclusively presumed to have been duly given, whether or not the Registered Owner actually receives the notice. Redemption Payments. Prior to the date fixed for redemption, funds shall be deposited in the Series 1994B Debt Service Fund with the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds to the payment of, the Series 1994B Bonds or the portions thereof called, together with accrued interest thereon to the redemption date and any required premium. Upon the giving of notice as set forth in Section 3.02 of the Indenture and the deposit of funds for redemption, interest on the Series 1994 Bonds or portions thereof thus called shall no longer accrue after the date fixed for redemption. THE SERIES 1994B BONDS ARE ISSUED PURSUANT TO AND IN FULL COMPLIANCE WITH THE CONSTITUTION AND LAWS OF THE STATE OF COLORADO, PARTICULARLY THE ACT, AND PURSUANT TO A RESOLUTION ADOPTED BY THE AUTHORITY WHICH AUTHORIZES THE EXECUTION AND DELIVERY OF THE INDENTURE. THE SERIES 1994B BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY, SECURED BY THE TRUST ESTATE. THE SERIES 1994B BONDS DO NOT CONSTITUTE A DEBT OF THE CITY OF PUEBLO, COLORADO, THE STATE OF COLORADO OR ANY POLITICAL SUBDIVISION THEREOF, AND NEITHER THE CITY, THE STATE NOR ANY OF THE POLITICAL SUBDIVISIONS THEREOF IS LIABLE THEREFOR. NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSONS EXECUTING THIS BOND SHALL BE PERSONALLY LIABLE FOR THIS BOND. 021112566.3 A- 17 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 proceedings with respect thereto, unless an Event of Default, as defined in the Indenture, shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 1994B 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. THIS BOND IS A "QUALIFIED TAX - EXEMPT OBLIGATION" WITHIN THE MEANING OF SECTION 265 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. The Indenture permits, with certain exceptions as provided therein, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Registered Owners of the Bonds at any time by the Authority with the consent of the Registered Owners of two - thirds (2/3) in aggregate principal amount of the Bonds at the time Outstanding, as defined in the Indenture. Any such consent or waiver by The Registered Owners of two - thirds (2/3) of the Bonds shall be conclusive and binding upon the Registered Owner of this bond and upon all future Registered Owners of this bond and of any Series 1994B Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this bond. The Indenture also contains provisions permitting the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited 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, as defined herein, and the issuance of this bond do exist, have happened and have been performed in due time, form and manner as required by law. 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 signed on behalf of the Trustee. 02/112566.3 A-18 IN WITNESS WHEREOF, the Urban Renewal Authority of Pueblo, Colorado has caused this bond to be executed in its name by the signature of its Chairman and its corporate seal to be hereunto impressed or imprinted hereon and attested by the signature of its Secretary, all as of August 15, 1994. [AUTHORITY'S SEAL] URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO Attest: 0 Secretary of the Board of Commissioners 2 Chairman of the Board of Commissioners 02/112566.3 A 19 . , .Wl 41 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This bond is one of the Series 1994B Bonds of the issue described in the within - mentioned Indenture of Trust. Dated: THE BANK OF CHERRY CREEK, N.A. , AS TRUSTEE LM- Trust Officer 02/113566.3 A -20 (FORM FOR TRANSFER) FOR VALUE RECEIVED, , the undersigned, hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) (Please Print or Type Name and Address of Transferee) the within Series 1994B Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Series 1994B Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Series 1994B Bond in every particular, without alteration or enlargement or any change NOTICE: Signature(s) must be whatever. guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. TRANSFER FEES MAY BE REQUIRED End of form of Series 1994B Bond 02/112566.3 A-21 EXHIBIT B DESCRIPTION OF PHASE ONE PROJECT AREA The boundaries of the Phase One Project Area include the following described contiguous parcels and adjacent streets and public rights -of -way: In the State of Colorado, County of Pueblo, City of Pueblo: PARCEL NO. 1 Lots 20 through 22, both inclusive, Block 57, Hobson's Subdivision, all lots and alley in Block 59, Hobson's Subdivision, and that portion of the old A.T. & S.F. RR R.O.W. adjacent to said Blocks 57 and 59 bounded on the Northwest by Union Avenue and on the East by Main Street. Said parcel of land contains 147,160 sq. ft. more or less. PARCEL NO. 2 Lots 1 through 16, both inclusive, Block 57, Hobson's Subdivision. Said parcel of land contains 41,880 sq. ft. more or less. PARCEL NO. 3 Lots 10 through 14, both inclusive, Block 56, Hobson's Subdivision. Said parcel of land contains 8,625 sq. ft. more or less. PARCEL NO. 4 Lots 1, Block 1, Central Pueblo, and the Northeast .3 ft. of Lot 3, and all of Lots 4 through 14, both inclusive, Block 60, Hobson's Subdivision. Said parcel of land contains 38,542 sq. ft. more or less. 02/112566.3 B-1 ­4 1- PARCEL NO. S All of Main Street and Central Main Street, lying Northeasterly of the South lines extended, of Blocks 59 and 60, as platted in Hobson's Subdivision, of a part of the City of Pueblo, according to the Amended Plat of a portion of said subdivision, filed for record October 26, 1887, and lying South of the North line of Block 57, as platted in both Hobson's Subdivision of part of the City of Pueblo, according to the recorded plat thereof, filed for record November 7, 1881 and said Amended Plat, EXCEPT 20 feet thereof, lying Northwesterly of and immediately adjacent to Lots 1, 2, 3, and the Northeasterly 19.7 feet of Lot 4, in said Block 60 to a portion of the former railroad property, as described in Book 2241 at Page 331 of the Pueblo County Records; All of the alley in said Block 59; All of Hobson Avenue lying South of said Block 57, EXCEPT 20 feet thereof, lying North of and Immediately adjacent to Lot 1 and the North -South Alley in Block 56, as platted in said Amended Plat of Hobson's Subdivision. OV 1 12566.3 B -2 ..v1..4 EXHIBIT C DESCRIPTION OF PHASE ONE PROJECT The Phase One Project includes all activities of the Authority authorized by the Act and the Phase One Plan as they presently exist and as they may be amended. These activities include but are not limited to: the acquisition (by eminent domain if necessary) and management of property within the Phase One Project Area, relocation of businesses and persons from the Phase One Project Area, demolition and clearance of all improvements from the property, conveyance of the property to a developer or developers selected as provided by the Act, construction of public improvements for the benefit of or in relationship to the Phase One Project, including, but not limited to, a convention center and related parking structure, landscaping and street and right -of -way improvements, borrowing and investing funds, issuing bonds to finance said activities of the Authority, enter into contracts with other public entities or any other person to perform the foregoing and such activities as allowed by the Act, and preparing and submitting to the City Council of the City of Pueblo proposed modifications of the Phase One Plan. 0211 1 25 66.3 C -1