HomeMy WebLinkAboutOrd.5776.09-03-2024 BILL NO. 24-85 ORDINANCE NO.57710
AN ORDINANCE APPROVING THE ISSUANCE OF TAX INCREMENT AND
SPECIAL DISTRICT REVENUE BONDS IN CONNECTION WITH THE RCC
TAX INCREMENT FINANCING REDEVELOPMENT PLAN; PLEDGING AND
ASSIGNING CERTAIN REVENUES FOR THE PURPOSE OF PAYING THE
PRINCIPAL OF AND INTEREST ON THE BONDS; AND AUTHORIZING
CERTAIN OTHER ACTIONS AND DOCUMENTS IN CONNECTION
THEREWITH.
WHEREAS, the City of Cape Girardeau, Missouri, a home-rule charter city and political
subdivision of the State of Missouri(the"City"),is authorized and empowered under the Real Property Tax
Increment Allocation Redevelopment Act, Sections 99.800 to 99.865 of the Revised Statutes of Missouri
(the"TIF Act"),to implement redevelopment projects and to provide for the costs thereof; and
WHEREAS, on October 2, 2023, in accordance with the requirements of the TIF Act, the City
Council of the City approved the RCC Tax Increment Financing Redevelopment Plan(the"Redevelopment
Plan")and designated the"Redevelopment Area"described therein as a redevelopment area under the TIF
Act;and
WHEREAS,the City and River City Centre,LLC(the"Developer")entered into a Redevelopment
Agreement dated as of October 27,2023 (the"Redevelopment Agreement"),regarding the implementation
of the Redevelopment Plan;and
WHEREAS, The Industrial Development Authority of the County of Cape Girardeau, Missouri
(the"Authority"),is authorized and empowered under Chapter 349 of the Revised Statutes of Missouri(the
"Act")to issue revenue bonds to finance certain projects as set forth in the Act;and
WHEREAS,the City Council finds and determines that it is in the best interests of the City and its
residents for the Authority to issue its Tax Increment and Special District Revenue Bonds(West Park Mall
Redevelopment Project), Series 2024 (the "Series 2024 Bonds"), for the purpose of(1) reimbursing the
Developer for certain costs relating to the redevelopment of West Park Mall, (2) funding a debt service
reserve fund to secure the Series 2024 Bonds, (3) funding capitalized interest on the Series 2024 Bonds,
and(4)paying the costs of issuance of the Series 2024 Bonds;
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF CAPE
GIRARDEAU,MISSOURI,AS FOLLOWS:
Section 1. All capitalized terms not elsewhere defined herein shall have the meanings set
forth in Section 101 of the hereinafter-described Indenture.
Section 2. The City hereby approves the execution and delivery of the Trust Indenture, in
substantially the form attached as Exhibit A (the "Indenture"), between the Authority and UMB Bank,
N.A., as trustee (the "Trustee"), and the sale of the Series 2024 Bonds on the following terms and
conditions:
(a) The Series 2024 Bonds shall be sold to Stifel,Nicolaus&Company,Incorporated,
at a true interest cost not to exceed 7.00%and with an underwriter's discount not to exceed 2.75%).
(b) The Series 2024 Bonds shall bear such dates,shall mature at such times(not later
than May 1,2054)and in the amounts(not to exceed$30,000,000),shall be in such denominations,
shall be in such forms, shall be subject to redemption, shall have such other terms and provisions,
and shall be issued, executed and delivered in such manner, subject to the provisions, covenants
and agreements,as are set forth in the Indenture.
Section 3. The City is hereby authorized to enter into the following documents (collectively,
the "City Documents"), in substantially the forms presented to and approved by the City Council at this
meeting and attached to this Ordinance(copies of which documents shall be filed in the records of the City),
with such changes therein as shall be approved by the officers of the City executing such documents, such
officers' signatures thereon being conclusive evidence of their approval thereof:
(a) Financing Agreement among the City, the CID, the TDD and the Authority, in
substantially the form attached as Exhibit B;
(b) Tax Compliance Agreement,in a form prepared by Gilmore&Bell,P.C.,approved
by the City Attorney and the City Manager, and consistent with the form of tax compliance
agreements generally used for tax-exempt tax increment financing municipal obligations.
Section 4. The City Manager is hereby authorized and directed to execute and deliver, and
the City Clerk or the Deputy City Clerk is hereby authorized and directed to attest to and affix the seal of
the City to,the City Documents and such other documents,certificates and instruments as may be necessary
or desirable to carry out and comply with the intent of this Ordinance, for and on behalf of and as the act
and deed of the City.
Section 5. The proper officials of the City are hereby authorized to execute and deliver one
or more certificates pertaining to the preliminary and final official statements relating to the Series 2024
Bonds,confirming the accuracy and/or declaring the finality of basic historical,demographic,employment,
economic and housing information relating to the City.
Section 6. The City hereby approves and consents to the designation of UMB Bank,N.A. as
Trustee,Paying Agent and Registrar under the Indenture.
Section 7. The City shall, and the officers, agents and employees of the City are hereby
authorized and directed to, take such further action and execute such other documents, certificates and
instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance and
to carry out, comply with and perform the duties of the City with respect to the City Documents,with such
changes therein as shall be approved by City officials signing the same, such officials' signatures thereon
being conclusive evidence of their approval and the City's approval thereof. The City Manager is
authorized to approve the costs of issuance of the Series 2024 Bonds in accordance with the terms of the
Indenture and the Redevelopment Agreement.
Section 8. The sections of this Ordinance shall be severable. If any section of this Ordinance
is found by a court of competent jurisdiction to be invalid,the remaining sections shall remain valid,unless
the court finds that: (a)the valid sections are so essential to and inseparably connected with and dependent
upon the void section that it cannot be presumed that the City has or would have enacted the valid sections
without the void one; or(b)the valid sections, standing alone, are incomplete and are incapable of being
executed in accordance with the legislative intent.
Section 9. This Ordinance shall take effect and be in full force 10 days after its passage by the
City Council.
rt{ PASS D AND APPROVED by the City Council of the City of Cape Girardeau, Missouri,this
day of , 2024.
[SEAL] Stacy Kinder4vtay
ATTEST:
16zeize_
Bruce Taylor, puty City Clerk
IRA��
�b 9•
G\
;';
rcol
THE IINIO. "I
-3-
EXHIBIT A
TRUST INDENTURE
[On file in the office of the City Clerk]
EXHIBIT B
FINANCING AGREEMENT
[On file in the office of the City Clerk]
GILMORE&BELL,P.C.
DRAFT-AUGUST 9,2024
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF CAPE GIRARDEAU,MISSOURI
and
•
UMB BANK,N.A.,
as Trustee
TRUST INDENTURE
Dated as of September 1,2024
Relating to:
The Industrial Development Authority of the County of Cape Girardeau,Missouri
$[*Principal Amount*]
Tax Increment and Special District Revenue Bonds
(West Park Mall Redevelopment Project)
Series 2024
TRUST INDENTURE
TABLE OF CONTENTS
•
Page
Parties 1
Recitals 1
Granting Clauses 2
ARTICLE I '
DEFINITIONS; RULES OF CONSTRUCTION
Section 101. Definitions of Words and Terms 3
Section 102. Rules of Construction 12
ARTICLE II
THE BONDS
Section 201. Authorization, Issuance and Terms of Bonds 13
Section 202. Nature of Obligations 14
Section 203. Execution,Authentication and Delivery of Bonds 15
Section 204. Registration,Transfer and Exchange of Bonds 15
Section 205. Description of Bonds 17
Section 206. Mutilated,Lost, Stolen or Destroyed Bonds 18
Section 207. Cancellation and Destruction of Bonds Upon Payment 18
Section 208. Securities Depository 19
Section 209. Additional Bonds 20
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds Generally 22
Section 302. Redemption of Series 2024 Bonds 23
Section 303. Selection of Bonds to be Redeemed 23
Section 304. Notice of Redemption of Bonds 24
Section 305. Effect of Call for Redemption 25
ARTICLE IV
FUNDS AND REVENUES
Section 401. Creation of Funds and Accounts;Application of Bond Proceeds and Other Moneys 25
Section 402. Revenue Fund 26
Section 403. Debt Service Fund 29
Section 404. Project Fund 30
Section 405. Debt Service Reserve Fund 31
(i)
Section 406. Rebate Fund 31
Section 407. Non-Presentment of Bonds 32
ARTICLE V
SECURITY FOR DEPOSITS AND INVESTMENT OF MONEYS
Section 501. Moneys to be Held in Trust 32
Section 502. Investment of Moneys 33
ARTICLE VI
PARTICULAR COVENANTS AND PROVISIONS
Section 601. Authority to Issue Bonds and Execute Indenture 33
Section 602. Performance of Covenants 33
Section 603. Instruments of Further Assurance 33
Section 604. General Limitation on Authority Obligations 34
Section 605. Recording and Filing 34
Section 606. Possession and Inspection of Books and Documents 34
Section 607. Tax Covenants 34
Section 608. Enforcement of Rights 34
ARTICLE VII
DEFAULT AND REMEDIES
Section 701. Events of Default 34
Section 702. Acceleration 35
Section 703. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession 35
Section 704. Appointment of Receivers in Event of Default 36
Section 705. Exercise of Remedies by the Trustee 36
Section 706. Limitation on Exercise of Remedies by Owners 36
Section 707. Right of Owners to Direct Proceedings 37
Section 708. Application of Moneys in Event of Default 37
Section 709. Remedies Cumulative 38
Section 710. Delay or Omission Not Waiver 38
Section 711. Effect of Discontinuance of Proceedings 38
Section 712. Waivers of Events of Default 38
ARTICLE VIII
THE TRUSTEE
Section 801. Acceptance of Trusts 39
Section 802. Fees, Charges and Expenses of the Trustee 43
Section 803. Notice of Default 44
Section 804. Intervention by the Trustee 44
Section 805. Successor Trustee Upon Merger, Consolidation or Sale 44
Section 806. Resignation or Removal of Trustee 44
Section 807. Appointment of Successor Trustee 45
(ii)
Section 808. Qualifications of Trustee and Successor Trustees 45
Section 809. Vesting of Trusts in Successor Trustee 45
Section 810. Trust Estate May be Vested in Co-Trustee 45
Section 811. Annual Statement 46
Section 812. Paying Agents; Registrar;Appointment and Acceptance of Duties; Removal 46
ARTICLE IX
SATISFACTION AND DISCHARGE OF THIS INDENTURE
Section 901. Satisfaction and Discharge of this Indenture 47
Section 902. Bonds Deemed to Be Paid 47
ARTICLE X
SUPPLEMENTAL INDENTURES AND SUPPLEMENTAL FINANCING AGREEMENTS
Section 1001. Supplemental Indentures and Supplemental Financing Agreements Not Requiring
Consent of Owners 48
Section 1002. Supplemental Indentures and Financing Agreements Requiring Consent of Owners 49
Section 1003. Opinion of Bond Counsel 50
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 1101. Consents and Other Instruments by Owners 50
Section 1102. Notices 51
Section 1103. Limitation of Rights Under this Indenture 53
Section 1104. Suspension of Mail Service 53
Section 1105. Business Days 53
Section 1106. Immunity of Officers, Employees and Members of Authority 54
Section 1107. No Sale 54
Section 1108. Severability 54
Section 1109. Execution in Counterparts 54
Section 1110. Governing Law 54
Section 1111. Electronic Means 54
Section 1112. Action by the Authority, the City,the CID or the TDD 54
Section 1113. Anti-Discrimination Against Israel Act 54
Signatures and Seals 56
Exhibit A—Form of Series 2024 Bonds
Exhibit B—Form of Written Request for Payment of Costs of Issuance
Exhibit C—Additional Bonds Redemption Amounts and Minimum Cumulative Additional Bonds
Redemption Amounts
Exhibit D—Scheduled Redemption Amounts and Minimum Cumulative Scheduled Redemption Amounts
(iii)
TRUST INDENTURE
THIS TRUST INDENTURE(this "Indenture"),made and entered into as of September 1,2024,
by and between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF CAPE
GIRARDEAU, MISSOURI, a public corporation duly organized and validly existing under the
Constitution and laws of the State of Missouri (the "Authority"), and UMB BANK, N.A., a national
banking association duly organized and existing and authorized to accept and execute trusts of the character
herein set out under the laws of the United States of America, and having a corporate trust office located in
St. Louis,Missouri, as trustee(the "Trustee");
RECITALS:
1. The Authority is authorized and empowered under Chapter 349 of the Revised Statutes of
Missouri (the "Act") to issue bonds for the purpose of paying all or part of the cost of any "project," as
defined in the Act.
•
2. The City of Cape Girardeau, Missouri (the "City"), is authorized and empowered under
the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865 of the Revised
Statutes of Missouri (the "TIF Act"), to implement redevelopment projects and to provide for the costs
thereof.
3. In accordance with the requirements of the TIF Act, the City Council of the City adopted:
A. Ordinance No. 5685 on October 2, 2023, approving the RCC Tax Increment
Financing Redevelopment Plan(the "Redevelopment Plan")and designating the "Redevelopment
Area"described therein as a redevelopment area under the TIF Act; and
B. Ordinance No. 5692 on October 16,2023 approving a Redevelopment Agreement
between the City and River City Centre,LLC(the "Developer"),regarding the implementation of
the Redevelopment Plan. The Redevelopment Agreement was executed as of October 27, 2023.
4. On October 2, 2023, the City Council of the City adopted Ordinance No. 5686 approving
a petition for the establishment of the RCC Community Improvement District (the "CID") in accordance
with Sections 67.1401 to 67.1571 of the Revised Statutes of Missouri(the "CID Act").
5. On December 12, 2023, the Board of Directors of the CID adopted Resolution No. 2023-
12 approving a Cooperation Agreement (the "Cooperation Agreement") among the City, the Developer,
the CID and the RCC Transportation Development District(the "TDD").
6. On March 18, 2024, the City Council of the City adopted Ordinance No. 5743 approving
the Cooperation Agreement.
7. On August 2024, the Board of Directors of the CID adopted Resolution No.
(the "CID Bond Resolution") (a) approving the form of this Indenture and authorizing the issuance of the
Series 2024 Bonds, (b) approving the Financing Agreement, and(c) approving other documents related to
the Series 2024 Bonds.
8. On August , 2024, the Board of Directors of the TDD adopted Resolution No.
(the "TDD Bond Resolution") (a) approving the Cooperation Agreement, (b) approving the form of this
Indenture and authorizing the issuance of the Series 2024 Bonds, (c) approving the Financing Agreement,
and(d) approving other documents related to the Series 2024 Bonds.
9. On September_,2024,the City Council of the City adopted:
A. Ordinance No. approving a redevelopment project for the portion of the
Redevelopment Area described in the Redevelopment Plan as "RPA I" (the "RPA 1
Redevelopment Project"), which includes the redevelopment of a part of the northeastern portion
of the shopping center now known as "West Park Mall;"and
B. Ordinance No. (the "City Bond Ordinance")(1)approving the form of this
Indenture and authorizing the issuance of the Authority's Tax Increment and Special District
Revenue Bonds(West Park Mall Redevelopment Project), Series 2024(the "Series 2024 Bonds"),
(2) approving a Financing Agreement among the Authority, the City, the CID, the TDD and the
Developer(the "Financing Agreement"), and (3) approving other documents related to the Series
2024 Bonds.
10. On , 2024, the Board of Directors of the Authority adopted Resolution
No. (the `Authority Bond Resolution") (a) approving this Indenture, the Financing Agreement and •
other documents related to the Series 2024 Bonds and(b)authorizing the issuance of the Series 2024 Bonds,
for the purpose of(1)reimbursing the Developer for certain costs relating to the redevelopment of West
Park Mall,(2)funding a debt service reserve fund to secure the Series 2024 Bonds, (3)funding capitalized
interest on the Series 2024 Bonds, and(4)paying the costs of issuance of the Series 2024 Bonds.
11. Pursuant to the Authority Bond Resolution, the Authority is authorized to execute and
deliver this Indenture for the purpose of issuing and securing the Series 2024 Bonds and any Additional
Bonds(together,the "Bonds") as hereinafter provided.
12. All things necessary to make the Bonds, when authenticated by the Trustee and issued as
in this Indenture provided, the valid, legal and binding obligations of the Authority, and to constitute this
Indenture a valid, legal and binding pledge and assignment of the property, rights, interests and revenues
herein made for the security of the payment of the principal of, redemption premium, if any, and interest
on the Bonds issued hereunder, have been done and performed, and the execution and delivery of this
Indenture and the issuance and delivery of the Bonds, subject to the terms hereof,have in all respects been
duly authorized.
NOW THEREFORE,THIS INDENTURE WITNESSETH:
GRANTING CLAUSES
That the Authority, in consideration of the premises, the acceptance by the Trustee of the trusts
hereby created, the purchase and acceptance of the Bonds by the Owners (as defined herein) thereof, and
other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,and
to secure the payment of the principal of,redemption premium, if any,and interest on the Bonds according
to their tenor and effect and to secure the performance and observance by the Authority of all the covenants,
agreements and conditions herein and in the Bonds contained, does hereby transfer, pledge and assign,
without recourse, to the Trustee and its successors and assigns in trust forever, and does hereby grant a
security interest unto the Trustee and its successors and assigns in and to, all and singular the property
described in paragraphs (a) and (b)below(said property being herein referred to as the"Trust Estate"), to
wit:
-2-
(a) All right,title and interest of the Authority in the Financing Agreement(including,
but not limited to,the right to enforce any of the terms thereof)and in the Net Revenues(as defined
herein) pledged to the Authority by the City, the CID and the TDD (excluding the hereinafter-
defined Unassigned Authority's Rights); and
(b) All moneys and securities from time to time held by the Trustee under the terms
of this Indenture(except payments required to be made to meet the requirements of Section 148(f)
of the Internal Revenue Code of 1986, as amended, whether,or not held in the hereinafter-defined
Rebate Fund) and any and all other property (real, personal or mixed) of every kind and nature
from time to time hereafter,by delivery or by writing of any kind,pledged,assigned or transferred
as and for additional security hereunder by the Authority or by anyone on its behalf or with its
written consent, to the Trustee, which is hereby authorized to receive any and all such property at
any and all times and to hold and apply the same subject to the terms hereof.
TO HAVE AND TO HOLD,all and singular,the Trust Estate with all rights and privileges hereby
transferred,pledged,assigned and/or granted or agreed or intended so to be,to the Trustee and its successors
and assigns in trust forever;
IN TRUST NEVERTHELESS, upon the terms and conditions herein set forth for the equal and
proportionate benefit, security and protection of all present and future Owners of the Bonds outstanding,
without preference,priority or distinction as to participation in the lien,benefit and protection hereof of one
Bond over or from the others, except as herein otherwise expressly provided;
PROVIDED, NEVERTHELESS, and these presents are upon the express condition that if the
Authority or its successors or assigns pays or causes to be paid the principal of such Bonds with redemption
premium,if any,and interest,according to the provisions set forth in the Bonds,or provides for the payment
or redemption of such Bonds by depositing or causing to be deposited with the Trustee the entire amount
of funds or securities required for payment or redemption thereof when and as authorized by the provisions
of Article IX, and also pays or causes to be paid all other sums payable hereunder by the Authority, then
these presents and the estate and rights hereby granted shall cease, terminate and become void; otherwise
this Indenture shall be and remain in full force;
THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared,
covenanted and agreed by and between the parties hereto,that all Bonds issued and secured hereunder are
to be issued, authenticated and delivered and that all the Trust Estate is to be-held and applied under,upon
and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as
hereinafter expressed, and the Authority does hereby agree and covenant with the Trustee and with the
respective Owners from time to time of the Bonds, as follows:
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
Section 101. Definitions of Words and Terms. In addition to words and terms elsewhere
defined herein,the following words and terms as used in this Indenture shall have the following meanings,
unless some other meaning is plainly intended:
"Act"means the Industrial Development Corporations Act,Chapter 349 of the Revised Statutes of
Missouri.
-3-
"Additional Bonds"means any Additional Bonds issued pursuant to Section 209.
"Additional Bonds Redemption Amount" means (a)with respect to the Series 2024 Bonds,the
Additional Bonds Redemption Amount as of each Bond Payment Date, as shown on Exhibit C, and (b)
with respect to any Additional Bonds,the Additional Bonds Redemption Amount as of each Bond Payment
Date, as shown on an exhibit to the Supplemental Indenture related to such Additional Bonds.
"Approved Investor" means (a) an "accredited investor" under Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, or (b) a "qualified institutional buyer" under Rule 144A
promulgated under the Securities Act of 1933.
"Authority" means The Industrial Development Authority of the County of Cape Girardeau,
Missouri, its successors and assigns.
"Authority Bond Resolution" shall have the meaning set forth in the recitals of this Indenture.
"Authorized Authority Representative" means the President or Vice President of the Authority
or any Person from time to time designated to act on behalf of the Authority as evidenced by written
certificate furnished to the Trustee containing the specimen signature of such Person and signed on behalf
of the Authority by the President or Vice President. Such certificate may designate an alternate or
alternates, each of whom may perform all duties of the Authorized Authority Representative.
"Authorized CID Representative" means the CID's Chairman or Secretary or any Person from
time to time designated to act on behalf of the CID as evidenced by written certificate furnished to the
Trustee containing the specimen signature of such Person and signed on behalf of the CID by the Chairman
or Secretary. Such certificate may designate an alternate or alternates,each of whom may perform all duties
of the Authorized CID Representative.
"Authorized City Representative" means the City Manager or any Person from time to time
designated to act on behalf of the City as evidenced by written certificate furnished to the Trustee containing
the specimen signature of such Person and signed on behalf of the City by the City Manager. Such
certificate may designate an alternate or alternates,each of whom may perform all duties of the Authorized
City Representative.
"Authorized Denominations" means $5,000 or any integral multiple thereof, except that
Additional Bonds may be issued in any Authorized Denomination specified in the Supplemental Indenture
authorizing such Additional Bonds.
"Authorized TDD Representative"means the TDD's Chairman or Secretary or any Person from
time to time designated to act on behalf of the TDD as evidenced by written certificate furnished to the
Trustee containing the specimen signature of such Person and signed on behalf of the TDD by the Chairman
or Secretary. Such certificate may designate an alternate or alternates,each of whom may perform all duties
of the Authorized TDD Representative.
"Beneficial Owner"means the Person in whose name any Bond is recorded as the beneficial owner
of such Bond by a Participant on the records of such Participant, or such Person's subrogee.
"Bond"or"Bonds"means, collectively,the Series 2024 Bonds and any Additional Bonds.
"Bond Counsel" means Gilmore & Bell, P.C. or any other attorney or firm of attorneys with a
nationally recognized standing in the field of municipal bond financing and experienced in matters relating
-4-
to the tax exemption of interest payable on obligations of states and their instrumentalities and political
subdivisions, and which is selected by the City and acceptable to the Authority and the Trustee.
"Bond Payment Date"means any date on which the principal of,redemption premium, if any, or
interest on any Bonds is payable.
"Business Day"means any day other than a Saturday, Sunday or any other day on which banking
institutions in the city in which the applicable corporate trust office of the Trustee is located are required or
authorized by law to close.
"Cede & Co." means Cede & Co., the nominee of the Securities Depository, and any successor
nominee of the Securities Depository.
"Certificate of Reimbursable Redevelopment Project Costs" shall have the meaning set forth
in the Redevelopment Agreement.
"CID"means the RCC Community Improvement District.
"CID Act" means the Community Improvement District Act, Sections 67.1401 to 67.1571,
inclusive, of the Revised Statutes of Missouri.
"CID Annual Operating Costs" means the actual costs and expenses incurred by the CID to
administer the CID and necessary to comply with the CID Act, the Redevelopment Agreement and the
Cooperation Agreement,which,for calendar year 2023 shall equal $15,000 and, for each subsequent year,
shall equal the preceding year's CID Annual Operating Costs increased by 3% (unless a lesser amount is
requested by the CID). (For certainty,the CID Annual Operating Costs for calendar year 2024 shall equal
$15,450.)
"CID Bond Resolution" shall have the meaning set forth in the recitals of this Indenture.
"CID Funding Percentage" means'(a) initially, % or (b) such higher percentage as is
specified in a certificate executed by the CID and accompanied by an opinion of counsel to the CID and
addressed to the City, the Trustee, the CID and the Authority, stating the percentage of Reimbursable
Redevelopment Project Costs that may be funded by the CID under State law.
"CID Portion of CID Sales Tax Revenues" means the CID Sales Tax Revenues, less(a)the TIF
Portion of CID Sales Tax Revenues and(b)CID Annual Operating Costs. For the avoidance of doubt,with
respect to each RPA,the TIF Portion of CID Sales Tax Revenues will cease to exist on the day before the
23rd anniversary of the effective date of the ordinance authorizing tax increment financing within such
RPA (e.g., with respect to RPA 1, the TIF Portion of CID Sales Tax Revenues will cease to exist on
September[*12*], 2047). The CID Portion of CID Sales Tax Revenues shall be deposited into the CID
Revenues Account of the Revenue Fund pursuant to Section 402(b).
"CID Project"shall have the meaning set forth in the Cooperation Agreement.
"CID Sales Tax" means the community improvement sales and use tax authorized by
Section 67.1545 of the CID Act and imposed by the CID at the rate of one percent(1%).
"CID Sales Tax Revenues" means the revenues from the CID Sales Tax actually received by the
CID from the Missouri Department of Revenue,excluding those revenues generated within Redevelopment
Project Areas 3,4,5 and 6 as shown in the Redevelopment Plan. The term"CID Sales Tax Revenues"may
-5-
be amended by one or more Supplemental Indentures to include CID Sales Tax generated within other
redevelopment project areas.
"City" means the City of Cape Girardeau, Missouri, an incorporated political subdivision of the
State.
"City Administrative Fee" means, beginning in calendar year 2024,the sum of$20,000 for each
year until and including the year in which tax increment financing expires for the last RPA.
"City Bond Ordinance" shall have the meaning set forth in the recitals of this Indenture.
"Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations,
temporary regulations and proposed regulations thereunder.
"Committed Tenant"means any business that has either(a) executed a lease for space within the
Redevelopment Area, which lease requires the business to fully stock the store and open for at least one
day,or(b)purchased land within the Redevelopment Area and has executed a contract for the construction
of a building thereon.
"Continuing Disclosure Agreement" means the Continuing Disclosure Agreement dated as of
September 1,2024,by and among the CID,the TDD and UMB Bank,N.A.,as dissemination agent,as may
be amended from time to time.
"Cooperation Agreement" means the Cooperation Agreement dated as of September 1,2024
among the City,the CID,the TDD and the Developer, as may be amended from time to time.
"Debt Service Fund"means the fund by that name created in Section 401.
"Debt Service Requirements" means, for any period of time for which calculated, the aggregate
payments of Net Revenues made to date and to be made during such period in respect of principal of
(whether at maturity or otherwise), redemption premium, if any, and interest on the Bonds, provided that
such payments are excluded from Debt Service Requirements to the extent that cash or Investment
Securities are on deposit in an irrevocable escrow or trust account and such amounts (including, where
appropriate, the earnings or other increment to accrue thereon) are required to be applied to pay principal
of, redemption premium, if any, and interest on the Bonds and are sufficient to pay such principal and
interest.
"Debt Service Reserve Fund" means the fund by that name created in Section 401.
"Debt Service Reserve Requirement" means (a)with respect to the Series 2024 Bonds,the sum
of $ and (b)with respect to any series of Additional Bonds, the amount specified in the
Supplemental Indenture authorizing such Additional Bonds,which shall be equal to the least of(1) 10%of
the stated principal amount of such series of Additional Bonds, (2) the maximum annual principal and
interest requirements on such series of Additional Bonds (determined as of the issue date), or(3) 125%of
the average annual principal and interest requirements on such series of Additional Bonds (determined as
of the issue date).
"Developer"means River City Centre,LLC and any successors or assigns.
"Economic Activity Taxes"shall have the meaning assigned to such term in Section 99.805 of the
TIF Act, but not including any license,tax or fee exempted from tax increment financing by State law.
-6-
"Event of Default"means any event or occurrence as defined in Section 701.
"Financing Agreement" means the Financing Agreement dated as of September 1, 2024, by and
among the Authority, the City, the CID, the TDD and the Developer, as amended from time to time in
accordance with the terms hereof.
"Government Securities"means direct obligations of,or obligations the payment of the principal
of and interest on which are unconditionally guaranteed by, the United States of America and backed by
the full faith and credit thereof.
"Indenture" means this Trust Indenture dated as of September 1, 2024, by and between the
Authority and the Trustee,as amended from time to time in accordance with the terms hereof.
"Investment Securities" means any of the following securities purchased in accordance with
Section 502, if and to the extent the same are at the time legal for investment of the funds being invested:
(a) Government Securities;
(b) bonds, notes or other obligations of the State, or any political subdivision of the
State,that at the time of their purchase are rated in either of the two highest rating categories by a
nationally recognized rating service;
(c) repurchase agreements with any bank, bank holding company, savings and loan
association, trust company, or other financial institution organized under the laws of the United
States or any state, including, without limitation, the Trustee or any of its affiliates, that are
continuously and fully secured by any one or more of the securities described in clause (a) or (b)
above and have a market value, exclusive of accrued interest, at all times at least equal to the
principal amount of such repurchase agreements and are held in a custodial or trust account for the
benefit of the Authority;
(d) obligations of the Federal National Mortgage Association, the Government
National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit
Corporation,Federal Banks for Cooperatives,Federal Land Banks,Federal Home Loan Banks,the
Farmers Home Administration and the Federal Home Loan Mortgage Corporation;
(e) U.S. dollar denominated deposit accounts, certificates of deposit or time deposits,
whether negotiable or nonnegotiable, issued by any bank or trust company organized under the
laws of the United States or any state, including, without limitation, the Trustee or any of its
affiliates, provided that such U.S. dollar denominated deposit accounts, certificates of deposit or
time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance
Corporation, or (2) continuously and fully secured by such securities as are described above in
clause(a)or(b),which shall have a market value,exclusive of accrued interest,at all times at least
equal to the principal amount of such certificates of deposit or time deposits; and
(f) money market mutual funds that are invested in Government Securities or
agreements to repurchase Government Securities.
"Minimum Cumulative Additional Bonds Redemption Amount" means(a)with respect to the
Series 2024 Bonds, the Minimum Cumulative Additional Bonds Redemption Amount as of each Bond
Payment Date, as shown on Exhibit C, and (b) with respect to any Additional Bonds, the Minimum
-7-
Cumulative Additional Bonds Redemption Amount as of each Bond Payment Date,as shown on an exhibit
to the Supplemental Indenture related to such Additional Bonds.
"Minimum Cumulative Scheduled Redemption Amount" means (a) with respect to the Series
2024 Bonds,the Minimum Cumulative Scheduled Redemption Amount as of each Bond Payment Date,as
shown on Exhibit D, and (b) with respect to any Additional Bonds, the Minimum Cumulative Scheduled
Redemption Amount as of each Bond Payment Date,as shown on an exhibit to the Supplemental Indenture
related to such Additional Bonds.
"Net Revenues" means, collectively:
(a) all moneys deposited into the RPA 1 Subaccount of the PILOTS Account of the
Special Allocation Fund(including investment earnings thereon);
(b) subject to annual appropriation by the City, all moneys deposited or deemed to
have been deposited into the RPA-1 Subaccount of the EATS Account of the Special Allocation
Fund(including,without limitation,50%of the incremental Economic Activity Taxes generated in
RPA 1,including the TIF Portion of CID Sales Tax Revenues generated within RPA 1 and the TIF
Portion of TDD Sales Tax Revenues generated within RPA 1, and interest earnings thereon, but
excluding any Economic Activity Taxes declared as surplus pursuant to Sections 3.9(b),6.1(3)(B),
6.3(c) and 6.3(d)of the Redevelopment Agreement);
(c) subject to annual appropriation by the City, all CID Sales Tax Revenues and TDD
Sales Tax Revenues deposited or deemed to have been deposited into the RPA 2 Subaccount of the
EATS Account of the Special Allocation Fund (i.e., the TIF Portion of CID Sales Tax Revenues
generated within RPA 2 and the TIF Portion of TDD Sales Tax Revenues generated within RPA 2,
if tax increment financing is adopted within RPA 2 while the Bonds are Outstanding);
(d) subject to annual appropriation by the CID, the CID Portion of CID Sales Tax
Revenues;
(e) subject to annual appropriation by the TDD, the TDD Portion of TDD Sales Tax
Revenues; and
(f) monies in any other fund of the City, the CID or the TDD that have been
appropriated,pledged or otherwise agreed upon to be made available to the repayment of the Bonds;
less the City Administrative Fee.
Net Revenues do not include (1) any amount paid under protest until the protest is withdrawn or resolved
against the taxpayer, (2) any sum received by the City, the CID or the TDD that is the subject of a suit or
other claim communicated to the City,the CID or the TDD that challenges the collection of such sum until
such suit or claim is resolved in favor of the City, the CID or the TDD, as applicable, and (3) costs of
enforcing the assessment of real property and improvements within RPA 1 and the payment and collection
of Payments in Lieu of Taxes, Economic Activity Taxes, CID Sales Tax Revenues and TDD Sales Tax
Revenues.
The term "Net Revenues" may be amended by one or more Supplemental Indentures to include other
moneys deposited into other subaccounts of the PILOTS Account and EATS Account of the Special
Allocation Fund and any other fund of the City,the CID or the TDD that have been appropriated, pledged
or otherwise agreed upon to be made available to the repayment of the Bonds and, if so amended, shall be
-8-
used as though such definition were originally set forth herein unless such definition clearly indicates a
different use.
"Open Tenants" means those businesses operating within the Redevelopment Area when the
Authority approves the issuance of any Additional Bonds.
"Opinion of Counsel"means a written opinion of an attorney or firm of attorneys addressed to the
Trustee, for the benefit of the Trustee and the Owners of the Bonds, who may be (except as otherwise
expressly provided in this Indenture)Bond Counsel or counsel to the Authority,the City,the CID,the TDD,
the Developer,the Owners or the Trustee, and who is acceptable to the Trustee.
"Outstanding" means when used in reference to Bonds, as of a particular date, all Bonds
theretofore authenticated and delivered under this Indenture except:
(a) Bonds theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;
(b) Bonds that are deemed to have been paid in accordance with Section 902;
(c) Bonds alleged to have been mutilated, destroyed, lost or stolen and for which
indemnity has been received as provided in Section 206; and
(d) Bonds in exchange for or in lieu of which other Bonds have been authenticated
and delivered pursuant to this Indenture.
"Owner"means the Person in whose name any Bond is registered on the Register.
"Participant"means any broker-dealer,bank or other financial institution for which the Securities
Depository holds Bonds as securities depository.
"Paying Agent"means the Trustee or any other bank or trust institution organized under the laws
of any state of the United States of America or any national banking association designated by this Indenture
as paying agent for the Bonds at which the principal of, redemption premium, if any, and interest on the
Bonds shall be payable.
"Payments in Lieu of Taxes"means those payments in lieu of taxes(as defined in Sections 99.805
and 99.845 of the TIF Act), if any, attributable to the increase in the current equalized assessed valuation
of all taxable lots, blocks, tracts and parcels of real property in RPA 1 over and above the certified total
initial equalized assessed valuation of the real property in RPA 1, as provided for by Section 99.845 of the
TIF Act.
"Person" means any natural person, firm, partnership, association, corporation, limited liability
company or public body.
"Pledged Revenues"means all Net Revenues and all moneys held in the Revenue Fund,the Debt
Service Fund and the Debt Service Reserve Fund under this Indenture, together with investment earnings
thereon,as further set forth in Section 402.
"Project Fund"means the fund by that name created in Section 401.
-9-
"Purchaser" means (a) with respect to the Series 2024 Bonds, Stifel, Nicolaus & Company,
Incorporated and (b) with respect to any Additional Bonds, the purchaser thereof named in the
Supplemental Indenture authorizing the issuance of the Additional Bonds.
"Rebate Fund" means the fund by that name created in Section 401.
"Record Date" for the interest payable on any Bond Payment Date means the 15th day, whether
or not a Business Day, of the month preceding the Bond Payment Date.
"Redevelopment Agreement" means the Redevelopment Agreement dated as of
October 27, 2023,between the City and the Developer,as may be amended from time to time in accordance
with its terms.
"Redevelopment Area" has the meaning set forth in the recitals hereto.
"Redevelopment Plan"means the"RCC Tax Increment Financing Redevelopment Plan,"as may
be amended from time to time.
"Register" means the registration books of the Authority kept by the Trustee to evidence the
registration,transfer and exchange of Bonds.
"Registrar"means the Trustee when acting as such under this Indenture.
"Reimbursable Redevelopment Project Costs" shall have the meaning set forth in the
Redevelopment Agreement.
"Representation Letter" means the Representation Letter from the Authority and the Trustee to
the Securities Depository.
"Revenue Fund"means the fund by that name created in Section 401.
"RPA"means one of the separate redevelopment project areas into which the Redevelopment Area
has been divided, as further described in the Redevelopment Plan.
"RPA 1" means the portion of the Redevelopment Area described in the Redevelopment Plan as
RPA 1, which is an approximately 13.14-acre tract containing a part of the northeastern portion of West
Park Mall.
"RPA 11 Redevelopment Project"has the meaning set forth in the recitals hereto.
"RPA 2" means the portion of the Redevelopment Area described in the Redevelopment Plan as
RPA 2,which is an approximately 45.54-acre tract.
"Scheduled Redemption Amount" means (a) with respect to the Series 2024 Bonds, the
Scheduled Redemption Amount as of each Bond Payment Date, as shown on Exhibit D, and (b) with
respect to any Additional Bonds, the Scheduled Redemption Amount as of each Bond Payment Date, as
shown on an exhibit to the Supplemental Indenture related to such Additional Bonds.
"Securities Depository" means The Depository Trust Company,New York,New York.
-10-
"Series 2024 Bonds" means the Authority's Tax Increment and Special District Revenue Bonds
(West Park Mall Redevelopment Project), Series 2024, in the aggregate original principal amount of
$[*Principal Amount*].
"Special Allocation Fund" means the "RCC Tax Increment Financing Redevelopment Area
Special Allocation Fund," created in accordance with Section 99.845 of the TIF Act and Ordinance No.
of the City adopted on September , 2024, authorizing the adoption of tax.increment financing
within RPA 1,and within such fund, a PILOTS Account and an EATS Account.
"State"means the State of Missouri.
"Supplemental Financing Agreement" means any financing agreement supplemental or
amendatory to the Financing Agreement entered into by the Authority, the City, the CID and the TDD
pursuant to Article X.
"Supplemental Indenture" means any indenture supplemental or amendatory to this Indenture
entered into by the Authority and the Trustee pursuant to Article X.
"Tax-Exempt Bonds" means the Series 2024 Bonds and any other Bonds issued under this
Indenture,the interest on which is excludable from gross income of the Owners thereof for federal and State
income tax purposes.
"Tax Compliance Agreement" means the Tax Compliance Agreement executed by the City, the
CID,the TDD,the Authority and the Trustee in connection with the issuance of the Tax-Exempt Bonds,as
amended from time to time in accordance with the terms thereof.
"TDD" means the RCC Transportation Development District.
"TDD Act" means the Missouri Transportation Development District Act, Sections 238.200 to
238.280 of the Revised Statutes of Missouri.
"TDD Annual Operating Costs" means the actual costs and expenses incurred by the TDD to
administer the TDD and necessary to comply with the TDD Act, the Redevelopment Agreement and the
Cooperation Agreement, which,for calendar year 2023 shall equal $15,000 and, for each subsequent year,
shall equal the preceding year's TDD Annual Operating Costs increased by 3%(unless a lesser amount is
requested by the TDD). (For certainty,the TDD Annual Operating Costs for calendar year 2024 shall equal
$15,450.)
"TDD Bond Resolution" shall have the meaning set forth in the recitals of this Indenture.
"TDD Funding Percentage" means (a) initially, % or (b) such higher percentage as is
specified in a certificate executed by the TDD and accompanied by an opinion of counsel to the TDD and
addressed to the City, the Trustee, the TDD and the Authority, stating the percentage of Reimbursable
Redevelopment Project Costs that may be funded by the TDD under State law.
"TDD Portion of TDD Sales Tax Revenues" means the TDD Sales Tax Revenues, less (a)the
TIF Portion of TDD Sales Tax Revenues and(b)TDD Annual Operating Costs. For the avoidance of doubt,
with respect to each RPA,the TIF Portion of TDD Sales Tax Revenues will cease to exist on the day before
the 23rd anniversary of the effective date of the ordinance authorizing tax increment financing within such
RPA (e.g., with respect to RPA 1, the TIF Portion of TDD Sales Tax Revenues will cease to exist on
-11-
September[*12*], 2047). The TDD Portion of TDD Sales Tax Revenues shall be deposited into the TDD
Revenues Account of the Revenue Fund pursuant to Section 402(c).
"TDD Project" shall have the meaning set forth in the Cooperation Agreement.
"TDD Sales Tax" means the transportation development district sales tax authorized by
Section 238.235 of the TDD Act and imposed by the TDD at the rate of one percent(1%).
"TDD Sales Tax Revenues"means the revenues from the TDD Sales Tax actually received by the
TDD from the Missouri Department of Revenue, excluding those revenues generated within
Redevelopment Project Areas 3, 4, 5 and 6 as shown in the Redevelopment Plan. The term "TDD Sales
Tax Revenues" may be amended by one or more Supplemental Indentures to include TDD Sales Tax
generated within other redevelopment project areas.
"TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act,
Sections 99.800 to 99.865 of the Revised Statutes of Missouri.
"TIF Portion of CID Sales Tax Revenues"means 50%of the CID Sales Tax Revenues generated
within any RPA for which tax increment financing has been adopted and remains in effect. The TIF Portion
of CID Sales Tax Revenues shall be deposited into the EATS Account of the Revenue Fund pursuant to
Section 402(b).
"TIF Portion of TDD Sales Tax Revenues" means 50% of the TDD Sales Tax Revenues
generated within any RPA for which tax increment financing has been adopted and remains in effect. The
TIF Portion of TDD Sales Tax Revenues shall be deposited into the EATS Account of the Revenue Fund
pursuant to Section 402(c).
"Trust Estate"means the Trust Estate described in the granting clauses of this Indenture.
"Trustee" means UMB Bank,N.A., St. Louis, Missouri, and its successor or successors and any
other association or corporation which at any time may be substituted in its place pursuant to and at the
time serving as trustee under this Indenture.
"Unassigned Authority's Rights" means the Authority's rights to payment of its fees and
expenses (including legal fees incurred in the defense of any litigation involving the Bonds and any rebate
obligations, fines and penalties owed), to be indemnified in certain events, to receive notices, reports and
other statements, and to consent to certain matters, including, but not limited to, any Supplemental
Financing Agreements or Supplemental Indentures.
Section 102. Rules of Construction. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:
(a) Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders.
(b) Words importing the singular number shall include the plural and vice versa, and
words importing persons shall include firms, associations and corporations, including public
bodies, as well as natural persons.
-12-
(c) The table of contents hereto and the headings and captions herein are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Indenture.
(d) Terms used in an accounting context and not otherwise defined shall have the
meaning ascribed to them by generally accepted principles of accounting.
(e) Whenever an item or items are listed after the word"including,"such listing is not
intended to be a listing that excludes items not listed.
(f) Wherever in this Indenture it is provided that either party shall orwillmake any
payment or perform or refrain from performing any act or obligation, each such provision shall,
even though not so expressed, be construed as an express covenant to make such payment or to
perform, or not to perform, as the case may be, such act or obligation.
(g) All references in this Indenture to designated "articles," "sections" and other
subdivisions are, unless otherwise specified, to the designated articles, sections and other
subdivisions of this Indenture as originally executed. The words"herein,""hereof," "hereunder,"
and other words of similar import refer to this Indenture as a whole and not to any particular article,
section or other subdivision.
ARTICLE II
THE BONDS
Section 201. Authorization,Issuance and Terms of Bonds.
(a) Authorized Amount of Bonds. No Bonds may be issued under the provisions of this
Indenture except in accordance with this Article.
(b) Title of Bonds. The Series 2024 Bonds authorized to be issued under this Indenture shall
be designated "Tax Increment and Special District Revenue Bonds (West Park Mall Redevelopment
Project), Series 2024." The designation of any AdditionalBonds shall be provided in the Supplemental
Indenture pursuant to which the Additional Bonds are issued.
(c) Form of Bonds. The Series 2024 Bonds shall be substantially in the form set forth in
Exhibit A, and any Additional Bonds shall be in the form specified in the Supplemental Indenture under
which such Additional Bonds are issued, with such appropriate variations, omissions and insertions as are
permitted or required by this Indenture or a Supplemental Indenture,as applicable,and may have endorsed
thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and
regulations of any governmental authority or any usage or requirement of law with respect thereto.
(d) Denominations. The Bonds shall be issuable as fully-registered bonds in Authorized
Denominations.
(e) Numbering. Unless the Authority directs otherwise, the Bonds of each series shall be
numbered from R-1 upward.
-13-
(f) Dating.
(1) The Series 2024 Bonds shall be dated as of the date of initial issuance and delivery
thereof.
(2) Each series of Additional Bonds shall be dated as of the date specified in the
Supplemental Indenture authorizing the issuance of such series of Additional Bonds.
(g) Method and Place of Payment. The principal of,redemption premium, if any, and interest
on the Bonds shall be payable in any coin or currency of the United States of America that,on the respective
dates of payment thereof, is legal tender for the payment of public and private debts. Payment of the
principal of,redemption premium, if any, or interest on any Bond shall be made(1)by check or draft of the
Trustee mailed to the Person in whose name such Bond is registered on the Register as of the close of
business of the Trustee on the Record Date for such Bond Payment Date, or (2) by electronic transfer to
such Owner upon written notice delivered to the Trustee not less than five days prior to the Record Date
from and signed by such Owner containing electronic transfer instructions including the name of the bank,
ABA routing number,account name and account number to which such Owner wishes to have such transfer
directed,together with an acknowledgement that an electronic transfer fee may be applicable.
Section 202. Nature of Obligations.
(a) The Bonds and the interest thereon shall be special, limited obligations of the Authority
payable solely from the Pledged Revenues and other moneys pledged thereto and held by the Trustee as
provided herein and are secured by a transfer,pledge and assignment of and a grant of a security interest in
the Trust Estate to the Trustee and in favor of the Owners of the Bonds, as provided in this Indenture.
(b) The Bonds and interest thereon shall not be deemed to constitute a debt or liability of the
State or any political subdivision thereof within the meaning of any State constitutional provision or
statutory limitation and shall not constitute a pledge of the full faith and credit of the Authority, the State
or any political subdivision thereof but shall be payable solely from the funds provided for in the Financing
Agreement and in this Indenture. The issuance of the Bonds shall not, directly, indirectly or contingently,
obligate the State or any political subdivision thereof to levy any form of taxation therefor or to make any
appropriation for their payment. None of the City,the CID or the TDD shall, in any event,be liable for the
payment of the principal of, redemption premium, if any, or interest on the Bonds or for the performance
of any pledge, mortgage, obligation or agreement of any kind whatsoever that may be undertaken by the
Authority. No breach by the Authority of any such pledge,mortgage,obligation or agreement may impose
any liability,pecuniary or otherwise,upon the City,the CID,the TDD or the State or any charge upon their
general credit or against their taxing power. The Authority has no taxing power.
(c) NOTWITHSTANDING ANY PROVISION HEREIN OR IN THE BONDS TO THE
CONTRARY AND EXCEPT AS NECESSARY TO CORRECT ADMINISTRATIVE ERROR,
(1)THE OBLIGATION OF THE CITY TO TRANSFER TO THE TRUSTEE NET REVENUES
CONSISTING OF PAYMENTS IN LIEU OF TAXES AND ECONOMIC ACTIVITY TAXES
GENERATED WITHIN RPA 1 TERMINATES ON SEPTEMBER [*12*], 2047, WHETHER OR
NOT THE PRINCIPAL OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL,(2)THE
OBLIGATION OF THE CITY TO TRANSFER TO THE TRUSTEE NET REVENUES
CONSISTING OF CID SALES TAX REVENUES AND TDD SALES TAX REVENUES
DEPOSITED OR DEEMED TO HAVE BEEN DEPOSITED INTO THE RPA 2 SUBACCOUNT OF
THE EATS ACCOUNT OF THE SPECIAL ALLOCATION FUND TERMINATES ON THE DAY
BEFORE THE 23RD ANNIVERSARY OF THE EFFECTIVE DATE OF THE ORDINANCE
AUTHORIZING TAX INCREMENT FINANCING WITHIN RPA 2, (3) THE OBLIGATION OF
-14-
THE CID TO TRANSFER TO THE TRUSTEE NET REVENUES CONSISTING OF THE CID
PORTION OF CID SALES TAX REVENUES TERMINATES ON OCTOBER 11,2050(OR SUCH
LATER DATE TO WHICH THE TERM OF THE CID IS EXTENDED), WHETHER OR NOT
THE PRINCIPAL OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL AND(4)THE
OBLIGATION OF THE TDD TO TRANSFER TO THE TRUSTEE NET REVENUES
CONSISTING OF THE TDD PORTION OF TDD SALES TAX REVENUES TERMINATES ON
MARCH 31,2065,WHETHER OR NOT THE PRINCIPAL OF OR INTEREST ON THE BONDS
HAS BEEN PAID IN FULL.
(d) Any other term or provision in this Indenture or elsewhere to the contrary notwithstanding,
any and all obligations(including without limitation,fees,claims,demands,payments,damages,liabilities,
penalties, assessments and the like) of or imposed upon the Authority or its members, officers, agents,
employees,representatives, advisors or assigns,whether under this Indenture,the Financing Agreement or
elsewhere and whether arising out of or based upon a claim or claims of tort, contract, misrepresentation,
or any other or additional legal theory or theories whatsoever(collectively, the "Obligations"), shall in all
events be absolutely limited obligations and liabilities,payable solely out of the following, if any,available
at the time the Obligation in question is asserted:(1) Bond proceeds and investments therefrom, and (2)
payments derived from the Bonds,this Indenture(including the Trust Estate to the extent provided in this
Indenture) and the Financing Agreement (except for the Unassigned Authority's Rights and as otherwise
expressly set forth therein).
Section 203. Execution,Authentication and Delivery of Bonds.
(a) The Bonds shall be executed on behalf of the Authority by the manual or facsimile
signature of the President or Vice President of the Authority and attested by the manual or facsimile
signature of the Secretary or Assistant Secretary of the Authority and shall have the corporate seal of the
Authority affixed thereto or imprinted thereon. If any officer whose signature appears on any Bonds ceases
to be such officer before the delivery of such Bonds,such signature shall nevertheless be valid and sufficient
for all purposes,the same as if such Person had remained in office until delivery. Any Bond may be signed
by such Persons as at the actual time of the execution of such Bond are the proper officers to sign such
Bond although at the date of such Bond such Persons may not have been such officers.
(b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the
form set forth in Exhibit A, which shall be manually executed by the Trustee. No Bond shall be entitled
to any security or benefit under this Indenture or shall be valid or obligatory for any purpose unless and
until such Certificate of Authentication has been duly executed by the Trustee. Such executed Certificate
of Authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated
and delivered under this Indenture. The Certificate of Authentication on any Bond shall be deemed to have
been duly executed if signed by any authorized signatory of the Trustee, but it shall not be necessary that
the same authorized signatory sign the Certificate of Authentication on all of the Bonds that may be issued
hereunder at any one time.
Section 204. Registration,Transfer and Exchange of Bonds.
(a) The Trustee is hereby appointed Registrar and as such shall keep the Register for the
registration and for the transfer of Bonds as provided in this Indenture. Each Bond when issued shall be
registered in the name of the Owner thereof on the Register.
(b) Subject to the restrictions of paragraph(c)of this Section 204,any Bond may be transferred
only upon the Register upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by
an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be
-15-
satisfactory to the Trustee. Upon any such transfer, the Authority shall execute and the Trustee shall
authenticate and deliver in exchange for such Bond a new fully-registered Bond or Bonds,registered in the
name of the transferee, of the same series and maturity and of any Authorized Denomination.
(c) The Series 2024 Bonds and beneficial interests therein may only be purchased by or
transferred to Approved Investors. Each purchaser of the Series 2024 Bonds will be deemed to have
represented and agreed as follows:
The purchaser (1) is an "accredited investor" under Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933 or a "qualified institutional buyer" under
Rule 144A promulgated under the Securities Act of 1933 and (2) is acquiring the Series
2024 Bonds for its own account or for the account of an accredited investor or a qualified
institutional buyer, as the case may be, and not with a view to the further distribution
thereof but expressly reserves the right to sell the Series 2024 Bonds. A purchaser who is a
qualified institutional buyer may sell all or a portion of the Series 2024 Bonds to broker-
dealers, and any resales by such broker-dealers must be to an accredited investor or a
qualified institutional buyer.
(d) Any Bond, upon surrender thereof at the payment office of the Trustee, together with an
assignment duly executed by the Owner or his attorney or legal representative in such form as shall be
satisfactory to the Trustee, may, at the option of the Owner thereof, be exchanged for Bonds of the same
series and maturity, of any Authorized Denomination, bearing interest at the same rate, and registered in
the name of the Owner.
(e) In all cases in which Bonds are exchanged or transferred hereunder, the Authority shall
execute and the Trustee shall authenticate and deliver at the earliest practicable time Bonds in accordance
with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall
forthwith be canceled by the Trustee.
(f) The Authority or the Trustee may make a charge against each Owner requesting a transfer
or exchange of Bonds for every such transfer or exchange of Bonds sufficient to reimburse it for any tax or
other governmental charge required to be paid with respect to such transfer or exchange,the cost of printing,
if any, each new Bond issued upon any transfer or exchange and the reasonable expenses of the Authority
and the Trustee in connection therewith, and such charge shall be paid before any such new Bond shall be
delivered. The Authority or the Trustee may levy a charge against an Owner sufficient to reimburse it for
any governmental charge required to be paid if such Owner fails to provide a correct taxpayer identification
number to the Trustee. Such charge may be deducted from amounts otherwise due to such Owner hereunder
or under the Bonds.
(g) At reasonable times and under reasonable regulations established by the Trustee, the
Register may be inspected and copied by the Authority, the CID,the TDD, the Developer,the City or the
Owners (or a designated representative thereof) of 10% or more in principal amount of Bonds then
Outstanding,such ownership and the authority of any such designated representative to be evidenced to the
satisfaction of the Trustee.
-16-
(h) The Person in whose name any Bond is registered on the Register shall be deemed and
regarded as the absolute owner of such Bond for all purposes,and payment of or on account of the principal
of, redemption premium, if any, and interest on any such Bond shall be made only to or upon the order of
the Owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so
paid.
Section 205. Description of Bonds.
(a) , The Series 2024 Bonds in the aggregate original principal amount of $[*Principal
Amount*] shall be issued and secured by this Indenture.
•
(b) The Bonds shall become due and bear interest as follows:
(1) The Series 2024 Bonds shall become due in the amounts on the maturity dates,
subject to redemption and payment prior to their maturities as provided in Article III, and shall
bear interest at the rates specified below (computed on the basis of a 360-day year of twelve 30-
day months) from the date thereof or from the most recent Bond Payment Date to which interest
has been paid or duly provided for,payable semiannually on May 1 and November 1 in each year,
beginning on May 1,2025:
Maturity Principal Interest
(May 1) Amount Rate
2044 $
2054
(2) The Additional Bonds shall become due and bear interest as described in the
Supplemental Indenture authorizing the issuance of the Additional Bonds.
(c) The Trustee is hereby designated as the Paying Agent for the payment of the principal of,
redemption premium, if any, and interest on the Bonds.
(d) The Series 2024 Bonds shall be executed substantially in the form and manner set forth in
Exhibit A and delivered to the Trustee for authentication. Prior to or simultaneously with the authentication
and delivery of the Series 2024 Bonds by the Trustee,there shall be filed with the Trustee the following:
(1) A copy of the Authority Bond Resolution, certified by the Secretary or Assistant
Secretary of the Authority, approving the issuance of the Series 2024 Bonds and authorizing the
execution of this Indenture,the Financing Agreement and the Tax Compliance Agreement.
(2) A copy of the City Bond Ordinance, certified by the City Clerk, approving the
issuance of the Series 2024 Bonds pursuant to this Indenture and authorizing the execution and
delivery of the Financing Agreement, the Continuing Disclosure Agreement and the Tax
Compliance Agreement.
(3) A copy of the CID Bond Resolution, certified by the CID's secretary, authorizing
the issuance of the Series 2024 Bonds pursuant to this Indenture and authorizing the execution and
delivery of the Financing Agreement, the Continuing Disclosure Agreement and the Tax
Compliance Agreement.
-17-
(4) A copy of the TDD Bond Resolution,certified by the TDD's secretary,authorizing
the issuance of the Series 2024 Bonds pursuant to this Indenture and authorizing the execution and
delivery of the Financing Agreement, the Continuing Disclosure Agreement and the Tax
Compliance Agreement.
(5) Copies of this Indenture, the Financing Agreement, the Cooperation Agreement,
the Continuing Disclosure Agreement and the Tax Compliance Agreement.
(6) An opinion of Bond Counsel to the effect that the Series 2024 Bonds constitute
valid and legally binding obligations of the Authority and that the interest on the Series 2024 Bonds
is excludable from gross income of the Owners thereof for federal and State income tax purposes.
(7) An opinion of Bond Counsel to the effect that the Series 2024 Bonds are exempt
from registration under the Securities Act of 1933, as amended, and this Indenture is exempt from
qualification under the Trust Indenture Act of 1939, as amended.
(8) A request and authorization to the Trustee executed by the Authority to
authenticate the Series 2024 Bonds and deliver the Series 2024 Bonds to or upon the order of the
Purchaser upon payment to the Trustee, for the account of the Authority, of the purchase price
thereof. The Trustee shall be entitled to rely conclusively upon such request and authorization as
to the name of the Purchaser and the amount of the purchase price of the Series 2024 Bonds.
(9) Such other certificates, statements, receipts, opinions and documents required by
any of the foregoing documents or as the Trustee shall reasonably require for the delivery of the
Bonds.
(e) When the documents mentioned in paragraph (d) of this Section have been filed with the
Trustee, and when the Series 2024 Bonds have been executed and authenticated as required by this
Indenture, the Trustee shall deliver the Series 2024 Bonds to or upon the order of the Purchaser but only
upon payment to the Trustee of the purchase price thereof.
Section 206. Mutilated,Lost, Stolen or Destroyed Bonds. If any Bond becomes mutilated or
is lost, stolen or destroyed,the Authority shall execute and the Trustee shall authenticate and deliver a new
Bond of like date and tenor as the Bond mutilated, lost, stolen or destroyed; provided that, in the case of
any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and in the case of any
lost, stolen or destroyed Bond, there first shall be furnished to the Trustee evidence of such loss, theft or
destruction satisfactory to the Trustee,together with indemnity to the Authority and the Trustee satisfactory
to the Trustee. If any such Bond has matured,is about to mature or has been called for redemption,instead
of delivering a substitute Bond,the Trustee may pay the same without surrender thereof Upon the issuance
of any substitute Bond,the Authority and the Trustee may require the payment of an amount by the Owner
sufficient to reimburse the Authority and the Trustee for any tax or other governmental charge that may be
imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith.
Section 207. Cancellation and Destruction of Bonds Upon Payment. All Bonds that have
been paid or redeemed or that the Trustee has purchased or that have otherwise been surrendered to the
Trustee under this Indenture,either at or before maturity,shall be immediately canceled upon the payment,
redemption or purchase of such Bonds and the surrender thereof to the Trustee and periodically destroyed
by the Trustee in accordance with applicable record retention requirements. The Trustee shall execute a
certificate in duplicate describing the Bonds so canceled and shall file an executed counterpart of such
certificate with the Authority.
-18-
Section 208. Securities Depository.
(a) The Bonds shall be initially issued as one single authenticated fully-registered bond for
each maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the
Register of the Authority kept by the Trustee in the name of Cede & Co., as nominee of the Securities
Depository. The Trustee and the Authority may treat the Securities Depository(or its nominee)as the sole
and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of,
redemption premium,if any, and interest on the Bonds,giving any notice permitted or required to be given
to Owners of Bonds under this Indenture, registering the transfer of Bonds, and for all other purposes
whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the contrary.
Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any
Person claiming a beneficial ownership interest in the Bonds under or through the Securities Depository or
any Participant,or any other Person that is not shown on the Register kept by the Trustee as being an Owner
of any Bonds, with respect to the accuracy of any records maintained by the Securities Depository or any
Participant,with respect to the payment by the Securities Depository or any Participant of any amount with
respect to the principal of, redemption premium, if any,or interest on the Bonds,with respect to any notice
which is permitted or required to be given to Owners of Bonds under this Indenture or with respect to any
consent given or other action taken by the Securities Depository as Owner of the Bonds. The Trustee shall
pay all principal of, redemption premium, if any, and interest on the Bonds only to Cede & Co. in
accordance with the Representation Letter,and all such payments shall be valid and effective to fully satisfy
and discharge the Authority's obligations with respect to the principal of,redemption premium,if any, and
interest on the Bonds to the extent of the sum or sums so paid. No Person other than the Securities
Depository or the Trustee as the Securities Depository's"FAST"Agent shall receive an authenticated Bond
evidencing the obligation of the Authority to make payments of principal and interest. Upon delivery by
the Securities Depository to the Trustee of written notice to the effect that the Securities Depository has
determined to substitute a new nominee in place of Cede&Co.,the Bonds will be transferable to such new
nominee in accordance with paragraph(d)hereof.
(b) If Participants holding a majority position in the Bonds determine that it is in the best
interest of the Beneficial Owners that they be able to obtain bond certificates, such Participants may notify
the Securities Depository and the Trustee,whereupon the Securities Depository shall notify the Participants
of the availability through the Securities Depository of bond certificates. In such event,the Bonds will be
transferable in accordance with paragraph (d) hereof. The Securities Depository may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the Authority
and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event
the Bonds will be transferable in accordance with paragraph(d)hereof. The Trustee may conclusively rely
on information from the Securities Depository or any Participant as to the principal amount held by and the
names and addresses of the Beneficial Owners of the Bonds.
(c) Notwithstanding any other provision of this Indenture to the contrary,so long as any Bond
is registered in the name of Cede&Co.,as nominee of the Securities Depository,all payments with respect
to the principal of, redemption premium, if any, and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, to the Securities Depository as provided in the
Representation Letter.
(d) If any transfer or exchange of Bonds is permitted under paragraph (a) or (b) hereof, such
transfer or exchange shall be accomplished upon receipt by the Trustee from the Owners of the Bonds to
be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in
accordance with the provisions of this Indenture. If Bonds are issued to holders other than Cede&Co., its
successor as nominee for the Securities Depository as holder of all the Bonds, or other securities depository
as holder of all the Bonds, the provisions of this Indenture shall also apply to all matters relating thereto,
-19-
including, without limitation, the printing of such Bonds and the method of payment of principal of,
redemption premium, if any, and interest on such.Bonds.
Section 209. Additional Bonds.
(a) Additional Bonds may only be issued under this Indenture upon compliance with the
conditions set forth in this Section.
(b) Before any Additional Bonds are issued under the provisions of this Section,the Authority
shall adopt a resolution(1) authorizing the issuance of Additional Bonds and fixing the principal amount
thereof, (2)authorizing the Authority to enter into a Supplemental Indenture for the purpose of issuing the
Additional Bonds and establishing the terms and provisions of the Additional Bonds, including securing
the Additional Bonds with reserve funds or other credit enhancements that do not secure other Bonds
Outstanding, and (3)providing for such other matters as are appropriate because of the issuance of the
Additional Bonds, which matters, in the judgment of the Authority, do not materially adversely affect the
security for the Owners of the Bonds previously issued.
(c) The Additional Bonds shall have the same general title as the Series 2024 Bonds, except
for an identifying series letter or date, and shall be dated, shall mature on such dates, shall be numbered,
shall bear interest at such rates not exceeding the maximum rate then permitted by law payable at such
times,and shall be redeemable at such times and prices(subject to the provisions of Article III)as provided
by the Supplemental Indenture authorizing the issuance of the Additional Bonds. Except as to any
difference in the date,the maturities, the rates of interest or the provisions for redemption, the Additional
Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as
the Series 2024 Bonds,and any other Additional Bonds issued on a parity with the Series 2024 Bonds,upon
compliance with the terms of this Section.
(d) The Additional Bonds shall be executed in the manner set forth in Section 203 and shall
be deposited with the Trustee for authentication,but prior to or simultaneously with the authentication and
delivery of the Additional Bonds by the Trustee, and as a condition precedent thereto, there shall be filed
with the Trustee the following:
(1) A copy, certified by the Secretary or Assistant Secretary of the Authority, of the
resolution adopted by the Board of Directors authorizing the issuance of the Additional Bonds and
the execution of the Supplemental Indenture and supplements to any other documents as may be
necessary.
(2) An executed counterpart of the Supplemental Indenture,executed by the Authority
and the Trustee,authorizing the issuance of the Additional Bonds,specifying the terms thereof,and
providing for the disposition of the proceeds of such bonds.
(3) A copy of the ordinance of the City, certified by the City Clerk, requesting the
issuance of the Additional Bonds pursuant to the Supplemental Indenture.
(4) A copy of the resolution of the CID, certified by the CID's secretary, requesting
the issuance of the Additional Bonds pursuant to the Supplemental Indenture.
(5) A copy of the resolution of the TDD, certified by the TDD's secretary,requesting
the issuance of the Additional Bonds pursuant to the Supplemental Indenture.
-20-
(6) A certificate of the Authority stating that, to its knowledge, no Event of Default
under this Indenture has occurred and is continuing and that no event has occurred and is continuing
that,with the lapse of time or giving of notice,or both,would constitute an Event of Default.
(7) A request and authorization to the Trustee executed by the Authority to
authenticate the Additional Bonds and deliver the Additional Bonds to or upon the order of the
purchasers therein identified upon payment,for the account of the Authority, of the purchase price
thereof. The Trustee may rely conclusively upon such request and authorization as to the names of
the purchasers and the amount of such purchase price.
(8) An opinion of Bond Counsel to the effect that all requirements for the issuance of
such Additional Bonds have been met, that such Additional Bonds constitute valid and legally
binding obligations of the Authority, and that the issuance of such Additional Bonds will not result
in the interest on any Tax-Exempt Bonds then Outstanding becoming includable in gross income
for purposes of federal income taxation.
(9) Such other certificates, statements, opinions, receipts and documents required by
the Supplemental Indenture or as the Authority or the Trustee reasonably require for the delivery
of the Additional Bonds.
(e) When the documents specified in (d) above have been filed with the Trustee, the terms
specified in (f) below have been complied with, and the Additional Bonds have been executed and
authenticated as required by this Indenture, the Trustee shall deliver the Additional Bonds to or upon the
order of the purchasers thereof,but only upon payment to the Trustee of the purchase price of the Additional
Bonds. The proceeds of the sale of the Additional Bonds, including accrued interest and premium thereon,
if any,paid over to the Trustee shall be deposited and applied by the Trustee as provided in Article IV and
in the Supplemental Indenture authorizing the issuance of the Additional Bonds.
(f) No Additional Bonds shall be issued unless:
(1) the Purchaser of the Series 2024 Bonds and the Purchaser of the Additional Bonds
receive:
(A) a certificate of the Trustee confirming that, as of(i)the most recent Bond
Payment Date or (ii) the Bond Payment Date for any Series 2024 Bonds to be redeemed
using proceeds of the Additional Bonds, the actual cumulative redemptions of the Series
2024 Bonds have equaled or exceeded the Minimum Cumulative Additional Bonds
Redemption Amount shown on Exhibit C and, if other Bonds are Outstanding, that the
cumulative redemptions of such Bonds are not less than the Minimum Cumulative
Additional Bonds Redemption Amounts set forth in the Supplemental Indentures
authorizing the issuance of such Bonds; and
(B) a certificate of the Purchaser of the Additional Bonds showing that the
projected Net Revenues(based on 100%of the revenue projections prepared by a planning
consultant reasonably acceptable to the City,the Authority,the Purchaser of the Series 2024
Bonds and, if applicable,the Purchaser of any other Outstanding Bonds),when accounting
for the principal and interest to be paid on the Additional Bonds,are expected to permit the
final redemption of the Series 2024 Bonds on or before the last date shown for the
Minimum Cumulative Additional Bonds Redemption Amount on Exhibit C and, if other
Bonds are Outstanding,the final redemption of such Bonds on or before the last date shown
-21-
for the Minimum Cumulative Additional Bonds Redemption Amount on an exhibit to the
Supplemental Indenture authorizing the issuance of such Bonds; and
(C) a certificate of the Purchaser of the Additional Bonds showing that the
projected Net Revenues(which shall be determined by applying coverage factors of 1.25x
to any debt service supported by Payments in Lieu of Taxes and 1.40x to any debt service
supported by Economic Activity Taxes or other sales tax revenues, as projected in the
revenue projections prepared by a planning consultant reasonably acceptable to the City,
the Authority, the Purchaser of the Series 2024 Bonds and, if applicable, the Purchaser of
any other Outstanding Bonds) are expected to permit the redemption of the Series 2024
Bonds and all Additional Bonds, including those to be issued, on or before the final
maturity date thereof.
For purposes of the foregoing: (1) Net Revenues consisting of Economic Activity Taxes
and Payments in Lieu of Taxes may only include revenues from Committed Tenants and
Open Tenants located within those RPAs for which tax increment financing has been
adopted, (2) Net Revenues consisting of CID Sales Tax Revenues and TDD Sales Tax
Revenues may only include revenues from Committed Tenants and Open Tenants and (3)
the certificate of the Purchaser of the Additional Bonds may take into account the use of
the Debt Service Reserve Fund for the final payment of any Outstanding Bonds.
(2) the accounts within the Debt Service Reserve Fund are fully funded in the amounts
of their respective Debt Service Reserve Requirements; and
(3) the terms of any Additional Bonds (A) provide that the Bond Payment Dates on
such Additional Bonds are the same as the Series 2024 Bonds(except that the maturity dates of any
of the Additional Bonds may extend beyond the maturity dates of the Series 2024 Bonds)and(B)do
not permit the maturity of the Additional Bonds prior to the final maturity date of the Series 2024
Bonds.
(g) Except as provided in this Section, the Authority will not otherwise issue any Additional
Bonds or other obligations on a parity with the Series 2024 Bonds.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds Generally. The Bonds shall be subject to redemption prior
to maturity in accordance with the terms and provisions set forth in this Article. Additional Bonds issued
pursuant to Section 209 shall be subject to redemption prior to maturity in accordance with the applicable
terms and provisions contained in this Article and Article II and as may be specified in the Supplemental
Indenture authorizing such Additional Bonds.
-22-
Section 302. Redemption of Series 2024 Bonds.
(a) Optional Redemption. The Series 2024 Bonds are subject to optional redemption by the
Authority, at the written direction of the City, in whole or in part on any date set forth below, at the
redemption prices set forth below(expressed as a percentage of the principal amount being redeemed),plus
accrued interest to the redemption date:
Redemption Dates Redemption Prices
November 1, 2029 through October 31,2030 103%
November 1, 2030 through October 31, 2031 102
November 1,2031 through October 31,2032 101
November 1,2032 and thereafter 100
(b) Special Mandatory Redemption.
(1) The Series 2024 Bonds are subject to special mandatory redemption by the
Authority on any Bond Payment Date on and after May 1, 2026, in order of maturity, at the
redemption price of 100% of the principal amount being redeemed, plus accrued interest to the
redemption date, in an amount equal to the amount (after deducting amounts required for the
payment of Series 2024 Bonds previously called for redemption pursuant to Section 302(a))that
is on deposit in the Series 2024 Subaccount of the Redemption Account of the Debt Service Fund
40 days before each Bond Payment Date (or if such date is not a Business Day, the immediately
preceding Business Day).
(2) The Series 2024 Bonds are subject to special mandatory redemption by the
Authority, inwhole but not in part, on any date if moneys in(A)the Revenue Fund, (B)the Series
2024 Subaccounts of the Debt Service Account and the Redemption Account of the Debt Service
Fund and (C)the Series 2024 Account of the Debt Service Reserve Fund are sufficient to redeem
all of the Series 2024 Bonds at the redemption price of 100%of the principal amount thereof,plus
accrued interest to the redemption date.
Section 303. Selection of Bonds to be Redeemed.
(a) Bonds shall be redeemed only in Authorized Denominations. When less than all of the
Outstanding Bonds of any series are to be redeemed and paid prior to maturity,-such Bonds or portions of
Bonds of such series to be redeemed shall be selected in Authorized Denominations by the Trustee in such
equitable manner as it may determine. If less than all Outstanding Bonds of any maturity are to be
redeemed, the particular Bonds to be redeemed shall be selected by the Trustee from the Bonds of such
maturity that have not previously been called for redemption, by lot or in such other equitable manner as
the Trustee may determine.
(b) In the case of a partial redemption of Bonds of any series, when Bonds of such series of
denominations greater than the minimum Authorized Denomination-are then Outstanding, then for all
purposes in connection with such redemption, each Authorized Denomination unit of face value shall be
treated as though it were a separate Bond of the denomination of the minimum Authorized Denomination.
If one or more,but not all,of the minimum Authorized Denomination units of principal amount represented
by any Bond are selected for redemption,then upon notice of intention to redeem such minimum Authorized
Denomination unit or units,the Owner of such Bond or his attorney or legal representative shall forthwith
present and surrender such Bond to the Trustee (1) for payment of the redemption price (including the
interest to the date fixed for redemption) of the minimum Authorized Denomination unit or units of
-23-
principal amount called for redemption, and (2) for exchange, without charge to the Owner thereof, for a
new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount
of such Bond. If the Owner of any such Bond of a denomination greater than the minimum Authorized
Denomination fails to present such Bond to the Trustee for payment and exchange as aforesaid,said Bond
shall, nevertheless, become due and payable on the redemption date to the extent of the minimum
Authorized Denomination unit or units of principal amount called for redemption(and to that extent only)
and shall cease to accrue interest on the principal amount so called for redemption.
Section 304. Notice of Redemption of Bonds.
(a) In the case of Bonds called for optional redemption, the Trustee shall call Bonds for
redemption and payment as herein provided and shall give notice of redemption as provided below upon
receipt by the Trustee at least 40 days (unless a shorter period is satisfactory to the Trustee) prior to the
redemption date of a written request of the Authority. The foregoing provisions of this Section shall not
apply in the case of any mandatory redemption of Bonds under this Indenture, and the Trustee shall call
Bonds for redemption and shall give notice of redemption pursuant to such mandatory redemption
requirements without the necessity of any action by the Authority.
(b) Unless waived by any Owner of Bonds to be redeemed, official notice of any redemption
of any Bond shall be given by the Trustee on behalf of the Authority by mailing a copy of an official
redemption notice by first-class mail, postage prepaid, at least 30 days and not more than 60 days prior to
the date fixed for redemption to the Owner of the Bond or Bonds to be redeemed at the address shown on
the Register.
(c) All official notices of redemption shall be dated and shall state:
(1) the redemption date,
(2) the redemption price,
(3) if less than all Outstanding Bonds are to be redeemed, the identification of the
Bonds to be redeemed(such identification to include interest rates,maturities,CUSIP numbers and
such additional information as the Trustee may reasonably determine),
(4) that on the redemption date the redemption price will become due and payable
upon each such Bond or portion thereof called for redemption,and that interest thereon shall cease
to accrue from and after said date,
(5) the place where such Bonds are to be surrendered for payment of the redemption
price,which place of payment shall be the payment office of the Trustee or such other office as the
Trustee may designate,and
(6) if applicable, that the optional redemption of Bonds is conditioned upon moneys
being on deposit with the Trustee on or prior to the redemption date in an amount sufficient to pay
the redemption price on the redemption date.
(d) In addition to the foregoing notice,the Trustee shall also comply with any requirements or
guidelines published by the Securities and Exchange Commission relating to providing notices of
redemption. The failure of the Trustee to comply with any such requirements shall not affect or invalidate
the redemption of any Bonds.
-24-
(e) The Trustee shall mail by first-class mail to the Authority,the City,the Developer,the CID
and the TDD a copy of each such redemption notice.
(f) Any notice of optional redemption may be conditioned upon moneys being on deposit with
the Trustee on or prior to the redemption date in an amount sufficient to pay the redemption price on the
redemption date. If such notice is conditional and moneys are not received,such notice shall be of no force
and effect,the Trustee shall not redeem such Bonds and the Trustee shall give notice, in the same manner
in which the notice of redemption was given, that such moneys were not so received and that such Bonds
will not be redeemed.
(g) So long as the Securities Depository is effecting book-entry transfers of a series of Bonds,
the Trustee shall provide the notices of redemption specified in this Section with respect to such Bonds only
to the Securities Depository. It is expected that the Securities Depository will,in turn,notify its Participants
and that the Participants, in turn,will notify or cause to be notified the Beneficial Owners. Any failure on
the part of the Securities Depository or a Participant, or failure on the part of a nominee of a Beneficial
Owner, to notify the Beneficial Owner of any Bond so affected, shall not affect the validity of the
redemption of such Bond.
(h) The failure of any Owner to receive notice given as heretofore provided or any defect
therein shall not invalidate any redemption.
Section 305. Effect of Call for Redemption. On or prior to the date fixed for redemption,the
Authority shall deposit moneys or Government Securities with the Trustee as provided in Section 402 to
pay the Bonds called for redemption and accrued interest thereon to the redemption date. Upon the
happening of the above conditions, and notice having been given as provided in Section 304,the Bonds or
the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the
specified redemption date and shall no longer be entitled to the protection, benefit or security of this
Indenture and shall not be deemed to be Outstanding under the provisions of this Indenture.
ARTICLE IV
FUNDS AND REVENUES
Section 401. Creation of Funds and Accounts; Application of Bond Proceeds and Other
Moneys.
(a) The following funds and accounts of the Authority are hereby created and established with
the Trustee:
(1) Revenue Fund,which shall contain a PILOTS Account,an EATS Account,a CID
Revenues Account and a TDD Revenues Account.
(2) Debt Service Fund, which shall contain a Debt Service Account, a Capitalized
Interest Account and a Redemption Account and within each such account, a subaccount for each
series of Bonds.
(3) Debt Service Reserve Fund,which shall contain a Series 2024 Account.
(4) Project Fund,which shall contain a Series 2024 Account.
-25-
(5) Rebate Fund,which shall contain an account for each series of Tax-Exempt Bonds.
The Trustee may establish such additional accounts within the Debt Service Fund as it deems appropriate
or helpful, but the establishment of any such additional accounts shall not alter or modify any of the
requirements of this Indenture with respect to the deposit or use of the moneys therein.
(b) Each fund shall be maintained by the Trustee as a separate and distinct trust fund, and the
moneys therein shall be held,managed, invested,disbursed and administered as provided in this Indenture.
All moneys deposited in the funds shall be used solely for the purposes set forth in this Indenture. The
Trustee shall keep and maintain adequate records pertaining to each fund and all disbursements therefrom.
(c) The net proceeds received from the sale of the Series 2024 Bonds (after payment of the
underwriter's discount) shall be deposited simultaneously with the delivery of the Series 2024 Bonds as
follows:
(1) the accrued interest, if any, received from the sale of the Series 2024 Bonds shall
be deposited into the Series 2024 Subaccount of the Debt Service Account of the
Debt Service Fund;
(2) $ (which is the Debt Service Reserve Requirement for the Series 2024
Bonds) shall be deposited into the Series 2024 Account of the Debt Service Reserve Fund;
(3) $ shall be deposited into the Series 2024 Subaccount of the Capitalized
Interest Account of the Debt Service Fund; and
(4) $ shall be deposited into the Series 2024 Account of the Project Fund.
Section 402. Revenue Fund.
(a) The City has agreed,pursuant to the Financing Agreement,to transfer the following sums,
together with a written report in substantially the form attached as Exhibit A to the Financing Agreement,
to the Trustee on the 15th calendar day of each month (or the next Business Day thereafter if the 15th
calendar day is not a Business Day)while the Bonds are Outstanding:
(1) all Net Revenues consisting of moneys on deposit in the RPA 1 Subaccount of the
PILOTS Account of the Special Allocation Fund for deposit into the PILOTS Account of the
Revenue Fund;
(2) all Net Revenues consisting of moneys on deposit or deemed to have been
deposited into the RPA 1 Subaccount of the EATS Account of the Special Allocation Fund for
deposit into the EATS Account of the Revenue Fund; and
(3) all Net Revenues consisting of the TIF Portion of CID Sales Tax Revenues and the
TIF Portion of TDD Sales Tax Revenues on deposit or deemed to have been deposited into the
RPA 2 Subaccount of the EATS Account of the Special Allocation Fund for deposit into the EATS
Account of the Revenue Fund.
If the Trustee has not received the Net Revenues described above on or before the 17th calendar day of
each month, the Trustee shall notify the Authority, the City, the Developer, the CID, the TDD and the
Purchaser of such non-receipt. Notwithstanding the foregoing, the City will not make the transfers
described in(1)and(2)above after September[*12*], 2047 (except as necessary to correct administrative
-26-
•
error)and will not make the transfer described in(3)above after the day before the 23rd anniversary of the
effective date of the ordinance authorizing tax increment financing within RPA 2 (except as may be
necessary to correct administrative error).
(b) The CID has agreed, pursuant to the Financing Agreement, to transfer, or cause to be
transferred,the following sums,together with a written report in substantially the form attached as Exhibit
B to the Financing Agreement,to the Trustee on the 15th calendar day of each month(or the next Business
Day thereafter if the 15th calendar day is not a Business Day)while the Bonds are Outstanding:
(1) all Net Revenues consisting of the CID Portion of CID Sales Tax Revenues for
deposit in the CID Revenues Account of the Revenue Fund; and
(2) all Net Revenues consisting of the TIF Portion of CID Sales Tax Revenues for
deposit in the EATS Account of the Revenue Fund.
If the Trustee has not received the Net Revenues described above on or before the 17th calendar day of
each month, the Trustee shall notify the Authority, the City, the Developer, the CID and the Purchaser of
such non-receipt. Notwithstanding the foregoing,the CID will not make the transfer described in(1)above
after October 11,2050(or such later date to which the term of the CID is extended).
(c) The TDD has agreed, pursuant to the Financing Agreement, to transfer, or cause to be
transferred,the following sums,together with a written report in substantially the form attached as Exhibit
B to the Financing Agreement,to the Trustee on the 15th calendar day of each month(or the next Business
Day thereafter if the 15th calendar day is not a Business Day)while the Bonds are Outstanding:
(1) all Net Revenues consisting of the TDD Portion of TDD Sales Tax Revenues for
deposit in the TDD Revenues Account of the Revenue Fund;and
(2) all Net Revenues consisting of the TIF Portion of TDD Sales Tax Revenues for
deposit in the EATS Account of the Revenue Fund.
If the Trustee has not received the Net Revenues described above on or before the 17th calendar
day of each month, the Trustee shall notify the Authority, the City, the Developer, the TDD and the
Purchaser of such non-receipt. Notwithstanding the foregoing, the TDD will not make the transfer
described in(1)above after March 31,2065 (except as necessary to correct administrative error).
(d) On the 40th day or such other day as provided below(or if such day is not a Business Day,
the immediately preceding Business Day)prior to each Bond Payment Date,the Trustee shall apply moneys
in the Revenue Fund (drawing from the accounts of the Revenue Fund in this order: TDD Revenues
Account,CID Revenues Account,PILOTS Account and EATS Account,unless otherwise indicated)to the
extent necessary for the purposes and in the amounts as follows:
First, pay to the Trustee or any Paying Agent an amount sufficient to pay any fees and
expenses that are due and owing to the Trustee or any Paying Agent for such calendar year, upon
delivery to the Authority of an invoice for such amounts(provided that the payments to the Trustee
and any Paying Agent may not exceed in the aggregate $3,500 in any calendar year, except as
otherwise provided in Section 802);
Second,upon submission of invoices therefor,pay(1)the extraordinary fees and expenses
incurred by the City relating to the Redevelopment Plan and the Redevelopment Agreement,,
including any litigation costs not paid by the Developer pursuant to Section 7.17 of the
-27-
Redevelopment Agreement, (2) the fees, expenses and other costs incurred by the Authority, the
City, the CID and/or the TDD in connection with an audit, questionnaire or other request for
information from any state or federal government entity, including legal fees incurred and any
rebate obligations,fines or penalties imposed,(3)any third-party fees incurred by the City,the CID
and/or the TDD in connection with the determination of Net Revenues, and(4)the fees, expenses
and other costs incurred by the Authority or the City in connection with any default or Event of
Default hereunder;
Third, transfer to the applicable account of the Rebate Fund, when necessary, an amount
sufficient to pay rebate, if any, with respect to the Tax-Exempt Bonds, to the United States of
America,owed under Section 148 of the Code,as the Trustee is directed in writing by the Authority
in accordance with the Tax Compliance Agreement;
Fourth, transfer to the Series 2024 Subaccount of the Debt Service Account within the
Debt Service Fund,an amount sufficient(taking into account amounts on deposit therein and in the
Series 2024 Subaccount of the Capitalized Interest Account of the Debt Service Fund) to pay the
interest and principal due(by reason of stated maturity)on the Series 2024 Bonds on the next Bond
Payment Date and, if other Bonds are Outstanding, transfer to the applicable subaccount of the
Debt Service Account within the Debt Service Fund, an amount sufficient (taking into account
amounts on deposit therein and in the applicable subaccount of the Capitalized Interest Account of
the Debt Service Fund)to pay the interest and principal due(by reason of stated maturity) on such
other Bonds on the next Bond Payment Date;
Fifth, transfer to the Series 2024 Subaccount of the Redemption Account within the Debt
Service Fund, an amount sufficient to redeem Series 2024 Bonds that are subject to redemption
pursuant to Section 302(b)(1) in an amount equal to the greater of(1)the Scheduled Redemption
Amount or(2)the amount required to redeem Series 2024 Bonds up to the Minimum Cumulative
Scheduled Redemption Amount, both as shown on Exhibit D, for the next Bond Payment Date;
and, if Additional Bonds are Outstanding,transfer to the applicable subaccount of the Redemption
Account within the Debt Service Fund,an amount sufficient to redeem such Additional Bonds that
are subject to special mandatory redemption as set forth in the Supplemental Indenture authorizing
the issuance of such Additional Bonds in an amount equal to the greater of(A) the Scheduled
Redemption Amount or (B) the amount required to redeem such Additional Bonds up to the
Minimum Cumulative Scheduled Redemption Amount, both as shown on an exhibit to such
Supplemental Indenture, on the next Bond Payment Date;
Sixth, if the amount on deposit in any account within the Debt Service Reserve Fund is less
than the applicable Debt Service Reserve Requirement, transfer to such account an amount equal
to the difference;
Seventh, transfer to the Series 2024 Subaccount of the Debt Service Account within the
Debt Service Fund,an amount sufficient to pay the interest becoming due and payable on the Series
2024 Bonds on the second succeeding Bond Payment Date and, if Additional Bonds are
Outstanding, transfer to the applicable subaccount of the Debt Service Account within the Debt
Service Fund, an amount sufficient to pay the interest becoming due and payable on such
Additional Bonds on the second succeeding Bond Payment Date;
Eighth,transfer to the Series 2024 Subaccount of the Redemption Account within the Debt
Service Fund, all remaining Net Revenues to redeem any Series 2024 Bonds that are subject to
redemption pursuant to Section 302(b)(1); and
-28-
Ninth, following the payment in full of the Series 2024 Bonds, transfer to the applicable
subaccount of the Redemption Account within the Debt Service Fund,all remaining Net Revenues
to redeem other Bonds Outstanding in order of issuance date and then in order of maturity within
each series (by way of example, if Additional Bonds are issued in 2026 and 2028 with the same
final maturity date, the Additional Bonds issued in 2026 will be redeemed before the Additional
Bonds issued in 2028).
If necessary,on the Business Day prior to each Bond Payment Date(drawing from the accounts of
the Revenue Fund in this order: TDD Revenues Account, CID Revenues Account, PILOTS Account and
EATS Account); the Trustee shall transfer to the Series 2024 Subaccount (and any other applicable
subaccount) of the Debt Service Account within the Debt Service Fund an amount sufficient to pay the
interest and principal due (by reason of stated maturity) on the Series 2024 Bonds (and any other Bonds
Outstanding)on the next Bond Payment Date.
(e) Notwithstanding anything to the contrary contained herein, no funds in the CID Revenues
Account shall be applied to the transfers and payments described in(d)above if such application will result
in the CID Portion of CID Sales Tax Revenues funding more than the CID Funding Percentage of such
transfers and payments on a cumulative basis. If no Bonds are Outstanding and,because of this limitation,
the Trustee cannot apply all of the CID Portion of CID Sales Tax Revenues as provided in(d) above,then
the Trustee shall transfer any excess revenues in the CID Revenues Account to the CID for use in
accordance with the CID Act.
(t) Notwithstanding anything to the contrary contained herein,no funds in the TDD Revenues
Account shall be applied to the transfers and payments described in(d)above if such application will result
in the TDD Portion of TDD Sales Tax Revenues funding more than the TDD Funding Percentage of such
transfers and payments on a cumulative basis. If no Bonds are Outstanding and,because of this limitation,
the Trustee cannot apply all of the TDD Portion of TDD Sales Tax Revenues as provided in(d)above,then
the Trustee shall transfer any excess revenues in the TDD Revenues Account to the TDD for use in
accordance with the TDD Act.
(g) Upon the payment in full of the principal of,redemption premium, if any, and interest due
on the Bonds (or provision having been made for the payment thereof as specified in this Indenture), all
amounts remaining on deposit in the PILOTS Account of the Revenue Fund and the EATS Account of the
Revenue Fund shall be paid to the City for deposit into the Special Allocation Fund
(h) Upon the payment in full of(1)the principal of, redemption premium, if any, and interest
due on the Bonds (or provision having been made for the payment thereof as specified in this Indenture),
(2)the fees,charges and expenses of the Trustee and any Paying Agents,and(3)any other amounts required
to be paid under this Indenture, all amounts remaining on deposit in the CID Revenues Account and the
TDD Revenues Account of the Revenue Fund shall be paid to the CID and the TDD,respectively.
Section 403. Debt Service Fund.
(a) Except as otherwise provided herein, all amounts paid and credited to the Debt Service ,
Fund shall be expended solely for the payment of the principal of,redemption premium, if any,and interest
on the Bonds as the same matures and becomes due or upon the redemption thereof.
(b) Subject to Sections 402(e)and(f),the Authority hereby authorizes and directs the Trustee
to withdraw sufficient moneys from the applicable accounts and subaccounts within the Debt Service Fund
(drawing first from amounts on deposit in the Series 2024 Subaccount of the Capitalized Interest Account)
to pay the principal of, redemption premium, if any, and interest on the Bonds as the same becomes due
-29-
and payable and to make said moneys so withdrawn available to the Paying Agent for the purpose of paying
said principal of,redemption premium, if any, and interest on the applicable Bonds.
(c) Subject to Sections 402(e) and (f), the Trustee shall use any moneys remaining in the
applicable accounts of the Debt Service Fund to redeem all or part of the Bonds Outstanding of the
applicable series and interest to accrue thereon prior to such redemption, in accordance with and to the
extent permitted by Article III, so long as said moneys are in excess of the amount required for payment
of Bonds of the applicable series theretofore matured or called for redemption. The Trustee, upon the
written instructions from the City, signed by the Authorized City Representative, shall use moneys in the
applicable accounts within the Redemption Account of the Debt Service Fund on a best efforts basis to
purchase Bonds in the open market to the extent practical for the purpose of cancellation at prices agreed
to by the City not exceeding the principal amount thereof plus accrued interest thereon to the date of such
purchase.
(d) If the moneys in the applicable accounts and subaccounts of the Debt Service Fund are
insufficient to pay all accrued interest on the Bonds on any Bond Payment Date,then such moneys shall be
applied to the Bonds ratably, according to the amounts due on such installment, to the Persons entitled
thereto without any discrimination or privilege, and any unpaidportion shall accrue to the next Bond
Payment Date, with interest thereon at the rate or rates specified for the Bonds, as applicable,to the extent
permitted by law. If the moneys in the applicable accounts and subaccounts of the Debt Service Fund are
insufficient to pay the principal of the Bonds on the maturity date thereof,then such moneys shall be applied
to the Bonds ratably,according to the amounts of principal due on such date,to the Persons entitled thereto
without any discrimination or privilege, and any unpaid portion shall accrue to the next Bond Payment
Date,with interest thereon at the rate or rates specified for the Bonds, as applicable,to the extent permitted
by law.
(e) Upon the payment in full of(1)the principal of, redemption premium, if any, and interest
due on the Bonds (or provision having been made for the payment thereof as specified in this Indenture),
(2)the fees,charges and expenses of the Trustee and any Paying Agents,and(3)any other amounts required
to be paid under this Indenture, all amounts remaining on deposit in the Debt Service Fund shall be paid to
the City(to the extent such funds consist of Payments in Lieu of Taxes and/or Economic Activity Taxes)
for deposit into the Special Allocation Fund, the CID (to the extent such funds consist of CID Sales Tax
Revenues) and the TDD(to the extent such funds consist of TDD Sales Tax Revenues).
Section 404. Project Fund.
(a) Moneys in the Series 2024 Account of the Project Fund shall be disbursed by the Trustee
for the sole purposes of(1) paying Reimbursable Redevelopment Project Costs and (2)paying costs of
issuance of the Series 2024 Bonds.
(b) Upon receipt of a written request of the Authority, signed by the Authorized Authority
Representative and approved by the Authorized City Representative, containing the statements,
representations and certifications set forth in the form of such request attached as Exhibit B and otherwise
substantially in such form,the Trustee shall disburse moneys from the Series 2024 Account of the Project
Fund to pay the costs of issuance of the Series 2024 Bonds. The Authority acknowledges that, under the
provisions of the Foreign Account Tax Compliance Act, the Trustee is obligated to withhold 30% of the
proceeds from any disbursement to a payee that has not delivered to the Trustee a tax identification number
on a correctly completed IRS Form W-9. If requested by the Trustee,the Authority shall provide the Trustee
with a copy of any completed IRS Form W-9 for the initial disbursement to any payee pursuant to any
provision of this Indenture.
-30-
(c) The parties acknowledge that, under the Redevelopment Agreement, the Developer will
periodically submit Certificates of Reimbursable Redevelopment Project Costs to the City for approval.
Upon the City's submission to the Trustee of each approved Certificate of Reimbursable Redevelopment
Project Costs, the Trustee shall disburse moneys in the Series 2024 Account of the Project Fund to the
Developer for the Reimbursable Redevelopment Project Costs shown therein.
(d) The Developer shall provide a written certification to the Trustee when all costs to be paid
from the Series 2024 Account of the Project Fund have been paid. Thereafter, the Trustee shall transfer
any remaining balance to the Series 2024 Subaccount of the Debt Service Account of the Debt Service
Fund and use such funds to pay the principal of or interest on the Series 2024 Bonds on the next Bond
Payment Date.
(e) In making payments and disbursements pursuant to this Section, the Trustee may
conclusively rely upon the written requests and accompanying certificates and statements. The Trustee is
not required to make any independent inspection or investigation in connection with the matters set forth
in the written requests.
Section 405. Debt Service Reserve Fund.
(a) Except as otherwise provided in this Indenture, moneys, in the applicable account or
accounts of the Debt Service Reserve Fund shall be used by the Trustee, without further authorization,
solely(1)for the payment of the principal of,redemption premium,if any,and interest on the corresponding
series of Bonds if moneys otherwise available for such purpose as provided in Section 403 are insufficient
to pay the same as they become due and payable,and(2)to make the final payment on the applicable series
of Bonds. The amounts on deposit in each account of the Debt Service Reserve Fund shall be valued by
the Trustee 45 days prior to each Bond Payment Date(or if such date is not a Business Day,the immediately
preceding Business Day), and the Trustee shall give prompt written notice to the Authority and the City if
such amount is less than the applicable Debt Service Reserve Requirement with respect to a series of Bonds.
For the purpose of determining the amount on deposit in any account of the Debt Service Reserve Fund,
the value of any investments shall be valued at their fair market value on the date of valuation. Moneys in
any account of the Debt Service Reserve Fund that are in excess of the applicable Debt Service Reserve
Requirement with respect to a series of Bonds on any valuation date shall be deposited by the Trustee,
without further authorization, in the corresponding subaccount of the Redemption Account of the Debt
Service Fund.
(b) Upon the payment in full of(1)the principal of, redemption premium, if any, and interest
due on the Bonds (or provision having been made for the payment thereof as specified in this Indenture),
(2)the fees,charges and expenses of the Trustee and any Paying Agents,and(3)any other amounts required
to be paid under this Indenture, all amounts remaining on deposit in the Debt Service Reserve Fund shall
be paid to the City(to the extent such funds consist of Payments in Lieu of Taxes and/or Economic Activity
Taxes)for deposit into the Special Allocation Fund,the CID(to the extent such funds consist of CID Sales
Tax Revenues) and the TDD(to the extent such funds consist of TDD Sales Tax Revenues).
Section 406. Rebate Fund.
(a) The Trustee shall deposit in the applicable account or accounts of the Rebate Fund such
amounts as are required to be deposited therein pursuant to the Tax Compliance Agreement in accordance
with written instructions from the Authorized Authority Representative. Subject to the transfer provisions
provided in subsection (b) below, all money at any time deposited in the Rebate Fund and any income
earned thereon shall be held in trust,to the extent required to pay arbitrage rebate to the federal government
of the United States of America, and none of the Authority, the City, the CID, the TDD or the Owner of
-31-
any Bonds shall have any rights in or claim to such money. All amounts deposited into or on deposit in the
Rebate Fund shall be governed by this Section and by the Tax Compliance Agreement (all provisions of
which are incorporated herein by reference).
(b) Pursuant to the Tax Compliance Agreement,the Trustee, on behalf of the'Authority, shall
remit from the Rebate Fund rebate installments and the final rebate payments to the United States. The
Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section and
the Tax Compliance Agreement, other than from moneys held in the funds created under Section 401 or
from other moneys provided to it. Any moneys remaining in the Rebate Fund after redemption and payment
of all of the Tax-Exempt Bonds and payment and satisfaction of any arbitrage rebate, or provision made
therefor, shall be withdrawn and released to the City (to the extent such funds consist of Payments in Lieu
of Taxes and/or Economic Activity Taxes) for deposit into the Special Allocation Fund, the CID (to the
extent such funds consist of CID Sales Tax Revenues) and the TDD (to the extent such funds consist of
TDD Sales Tax Revenues).
(c) Notwithstanding any other provision of this Indenture, including in particular this Article,
the obligation to remit arbitrage rebate to the United States and to comply with all other requirements of
this Section and the Tax Compliance Agreement shall survive the defeasance or payment in full of the Tax-
Exempt Bonds.
Section 407. Non-Presentment of Bonds.
(a) If any Bond is not presented for payment when the principal thereof becomes due, either
at maturity or at the date fixed for redemption thereof, and provided the Trustee is holding sufficient funds
for the payment thereof, all liability of the Authority to the Owner thereof for the payment of such Bond
shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the
Trustee to hold such moneys, without liability for interest thereon, for the benefit of the Owner of such
Bond who shall thereafter be restricted exclusively to such moneys, for any claim of whatever nature on
such Owner's part under this Indenture or on, or with respect to, said Bond.
(b) Any moneys so deposited with and held by the Trustee not so applied to the payment of
Bonds within one year after the date on which the same have become due shall be paid by the Trustee to
the City without liability for interest thereon, free from the trusts created by this Indenture. Thereafter,
Owners shall be entitled to look only to the City for payment, and then only to the extent of the amount so
repaid by the Trustee. The City shall not be liable for any interest on the sums paid to it pursuant to this
Section and shall not be regarded as a trustee of such money.
ARTICLE V
SECURITY FOR DEPOSITS AND INVESTMENT OF MONEYS
Section 501. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee
for the account of any fund under any provision of this Indenture,and all moneys deposited with or paid to
any Paying Agent under any provision of this Indenture, shall be held by the Trustee or Paying Agent in
trust and shall be applied only in accordance with the provisions of this Indenture and, excluding only the
Rebate Fund, until used or applied as herein provided, shall constitute a part of the Trust Estate and be
subject to the lien hereof Neither the Trustee nor any Paying Agent shall be under any liability for interest
on any moneys received hereunder except as otherwise provided herein.
-32-
Section 502. Investment of Moneys.
(a) Moneys in all funds and accounts under any provision of this Indenture shall be
continuously invested and reinvested by the Trustee in Investment Securities at the written direction of the
City given by the Authorized City Representative (or if after September[*12*], 2047, the CID, given by
the Authorized CID Representative and if after October 11, 2050 (or such later date to which the term of
the CID is extended, as the Trustee is notified in writing by the Authorized CID Representative),the TDD,
given by the Authorized TDD Representative) or, if such written directions are not received, then the
Trustee shall invest such moneys into the Invesco Treasury Portfolio Fund CUSIP 825252208 as standing
instructions. If the Invesco Treasury Portfolio Fund is no longer offered,the Trustee shall hold such moneys
uninvested, with no liability for interest thereon, until the Trustee is otherwise directed in writing. The
Trustee may conclusively rely upon each such written request as to both the suitability and legality of the
directed investment and such written request shall be deemed to be a certification to the Trustee that the
directed investment constitutes an Investment Security. The Trustee is specifically authorized to implement
its automated cash investment system to assure that cash on hand is invested and to charge its normal cash
management fees, which may be deducted from income earned on investments. Moneys on deposit in all
funds and accounts may be invested only in Investment Securities that mature or are subject to redemption
at the option of the owner thereof prior to the date such funds are expected to be needed. The Trustee may
make investments through its investment division or short-term investment department or that of its
affiliates or subsidiaries and may invest funds in its own proprietary money market funds or deposit
products upon written request of the Authorized Authority Representative.
(b) All investments shall constitute a part of the fund or account from which the moneys used
to acquire such investments have come. The Trustee shall sell and reduce to cash a sufficient amount of
investments in a fund or account whenever the cash balance therein is insufficient to pay the amounts
required to be paid therefrom. The Trustee may transfer investments from any fund or account to any other
fund or account in lieu of cash when required or permitted by the provisions of this Indenture. Except as
provided in Section 405,in determining the balance in any fund or account,investments shall be valued at
the lower of their original cost or their fair market value(inclusive of accrued interest thereon)on the most
recent Bond Payment Date. The Trustee shall not be liable for any loss resulting from any investment made
in accordance herewith.
ARTICLE VI
PARTICULAR COVENANTS AND PROVISIONS
Section 601. Authority to Issue Bonds and Execute Indenture. The Authority covenants that
it is duly authorized under the laws of the State to execute and deliver this Indenture, to issue the Bonds
and to pledge and assign the Trust Estate,in the manner and to the extent herein set forth;that all action on
its part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly and
effectively taken; and that the Bonds in the hands of the Owners thereof are and will be valid and
enforceable limited obligations of the Authority according to the import thereof.
Section 602. Performance of Covenants. The Authority covenants that it will faithfully
perform at all times any and all covenants, undertakings, stipulations and provisions contained in this
Indenture, in the Bonds and in all proceedings pertaining thereto.
Section 603. Instruments of Further Assurance. The Authority covenants that it will do,
execute,acknowledge and deliver,or cause to be done,executed,acknowledged and delivered,such further
acts, instruments, financing statements and other documents as the Trustee may reasonably require for the
-33-
better assuring,transferring,pledging and assigning to the Trustee,and granting a security interest unto the
Trustee in and to,the Trust Estate and the other property and revenues herein described.
Section 604. General Limitation on Authority Obligations. ANY OTHER TERM OR
PROVISION OF THIS INDENTURE OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION
WITH THE TRANSACTION WHICH IS THE SUBJECT HEREOF TO THE CONTRARY
NOTWITHSTANDING, THE AUTHORITY SHALL NOT BE REQUIRED TO TAKE OR OMIT TO
TAKE, OR REQUIRE ANY OTHER PERSON OR ENTITY TO TAKE OR OMIT TO TAKE, ANY
ACTION WHICH WOULD CAUSE IT OR ANY PERSON OR ENTITY TO BE,OR RESULT IN IT OR
ANY PERSON OR ENTITY BEING, IN VIOLATION OF ANY LAW OF THE STATE.
Section 605. Recording and Filing. The Authority hereby authorizes the filing of financing
statements under the Uniform Commercial Code in connection with any security interest granted hereunder.
The Trustee shall file or cause to be kept and filed continuation statements with respect to any originally
filed financing statements related to this Indenture and all supplements hereto as may be necessary to be
kept and filed in such manner and in such places as may be required by law to preserve and protect fully
the security of the Owners of the Bonds and the rights of the Trustee hereunder, provided a copy of each
originally filed financing statement has been timely delivered to the Trustee. Unless otherwise notified in
writing by the Authority,the Trustee may conclusively rely upon the originally filed financing statements
in filing any continuations. In carrying out its duties under this Section,the Trustee shall be entitled to rely
on an Opinion of Counsel specifying what actions are required to comply with this Section.
Section 606. Possession and Inspection of Books and Documents. The Authority and the
Trustee covenant and agree that all books and documents in their possession relating to the Bonds, the
distribution of the proceeds thereof and the funds established hereunder shall at all reasonable times and
upon reasonable notice be open to inspection by such accountants or other agents or Persons as the other
party may from time to time designate.
Section 607. Tax Covenants. The Authority and the Trustee covenant and agree to comply with
their respective duties as expressly set forth in the Tax Compliance Agreement executed in connection with
the issuance of the Tax-Exempt Bonds.
Section 608. Enforcement of Rights. The Authority agrees that the Trustee, as assignee,
transferee,pledgee, and owner of a security interest under this Indenture, in its name or in the name of the
Authority, may enforce all rights of the Authority and the Trustee and all obligations of the City, the CID
and the TDD under and pursuant to the Financing Agreement for and on behalf of the Owners,whether or
not the Authority is in default hereunder.
ARTICLE VII
DEFAULT AND REMEDIES
Section 701. Events of Default.
(a) If any one or more of the following events occur,it is hereby defined as and declared to be
and to constitute an"Event of Default:"
(1) default in the performance or observance of any of the covenants, agreements or
conditions on the part of the Authority in this Indenture or in the Bonds contained, and the
continuance thereof for a period of 30 days after written notice thereof has been given(A)to the
-34-
Authority and the City by the Trustee, or (B) to the Trustee (which notice of default the Trustee
shall be required to accept) and the Authority by the Owners of not less than 25% in aggregate
principal amount of Bonds then Outstanding;provided,however,if any default is such that it cannot
be corrected within such 30-day period, it shall not constitute an Event of Default if corrective
action is instituted by the Authority(or the City on behalf of the Authority)within such period and
diligently pursued until the default is corrected; or
(2) an Event of Default as specified in Section 7.1 of the Financing Agreement shall
have occurred and be continuing.
(b) The Trustee shall give written notice of any Event of Default to the Authority,the City,the
Developer,the CID and the TDD as promptly as practicable after the occurrence of an Event of Default of
which the Trustee has notice as provided in Section 801(h).
(c) The Trustee is not deemed to have knowledge of any default or Event of Default unless the
Trustee is notified in writing as provided herein (which shall be effective upon receipt as provided in
Section 1102), and in the absence of any such notice, the Trustee may conclusively assume that no such
default or Event of Default exists.
Section 702. Acceleration.
(a) If an Event of Default has occurred and is continuing,the Trustee may,and shall upon the
written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding,
by notice in writing delivered to the Authority and the City, declare the principal of all Bonds then
Outstanding and the interest accrued thereon immediately due and payable.
(b) In case of any rescission pursuant to Section 712,the Trustee,the Authority,the City and
the Owners shall be restored to their former positions and rights hereunder respectively, but no such
rescission shall extend to any subsequent or other default or Event of Default or impair any right consequent
thereon.
Section 703. Surrender. of Possession of Trust Estate; Rights and Duties of Trustee in
Possession.
(a) If an Event of Default has occurred and is continuing, the Authority, upon demand of the
Trustee, shall forthwith surrender the possession of, and it shall be lawful for the Trustee, by such officer
or agent as it may appoint,to take possession of all or any part of the Trust Estate,together with the books,
papers and accounts of the Authority pertaining thereto,and out of the same and any moneys received from
any receiver of any part thereof pay and set up proper reserves for the payment of all proper costs and
expenses of so taking, holding and managing the same, including, but not limited to, (1)reasonable
compensation to the Trustee, its agents and counsel, and (2) any reasonable charges and expenses of the
Trustee and its counsel hereunder, and the Trustee shall apply the remainder of the moneys so received in
accordance with Section 708.
(b) Whenever all that is due upon the Bonds has been paid and all defaults made good, the
Trustee shall surrender possession of the Trust Estate to the Authority, its successors or assigns,the same
right of possession,however,to exist upon any subsequent Event of Default.
(c) While in possession of the Trust Estate,the Trustee shall render annually to the Authority,
the Developer and the City a summarized statement of receipts and expenditures in connection therewith.
-35
Section 704. Appointment of Receivers in Event of Default. If an Event of Default has
occurred and is continuing, and upon the filing of a suit or other commencement of judicial proceedings to
enforce the rights of the Trustee and of the Owners 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 earnings,income,
products and profits thereof, pending such proceedings, with such powers as the court making such
appointment shall confer.
Section 705. Exercise of Remedies by the Trustee.
(a) If an Event of Default has occurred and is continuing,the Trustee may pursue any available
remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the
principal of, redemption premium, if any, and interest on the Bonds then Outstanding and to enforce and
compel the performance of the duties and obligations of the Authority as herein set forth.
(b) If an Event of Default has occurred and is continuing, and if requested so to do by the
Owners of not less than 25%in aggregate principal amount of the Bonds then Outstanding and indemnified
as provided in Section 801(1),the Trustee shall be obligated to exercise such one or more of the rights and
powers conferred by this Article as the Trustee, being advised by counsel, deems most expedient in the
interests of the Owners;provided,however,that the Trustee shall not be required to take any action which
in its good faith conclusion could result in personal liability to it for which it has not been indemnified as
provided in Section 801.
(c) All rights of action 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, and any such suit or proceeding instituted by the Trustee shall be brought in its name as
Trustee without the necessity of joining as plaintiffs or defendants any Owners, and any recovery or
judgment shall,subject to Section 708,be for the equal benefit of all the Owners of the Outstanding Bonds.
Section 706. Limitation on Exercise of Remedies by Owners. No Owner shall have any right
to institute any suit,action or proceeding in equity or at law for the enforcement of this Indenture or for the
execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder,
unless:
(a) a default has occurred of which the Trustee has notice as provided in
Section 801(h), and
(b) such default has become an Event of Default, and
(c) the Owners of not less than 25%in aggregate principal amount of the Bonds then
Outstanding have made written request to the Trustee,shall have offered it reasonable opportunity
either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or
proceeding in its own name, and shall have provided to the Trustee indemnity as provided in
Section 801(1), and
(d) the Trustee shall thereafter fail or refuse to exercise the powers herein granted or
to institute such action, suit or proceeding in its own name.
Such notification,request and 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 Indenture, 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 Owners shall have any right in any
-36-
manner whatsoever to affect, disturb or prejudice this Indenture by its, his or their action or to enforce any
right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be
instituted,had and maintained in the manner herein provided and for the equal benefit of the Owners of all
Bonds then Outstanding. Nothing in this Indenture,however,shall affect or impair the right of any Owner
to payment of the principal of,redemption premium,if any,and interest on any Bond at and after its maturity
or the obligation of the Authority to pay the principal of, redemption premium, if any,and interest on each
of the Bonds to the respective Owners thereof at the time, place, from the source and in the manner herein
and in such Bond expressed.
Section 707. Right of Owners to Direct Proceedings. Any other provision herein to the
• contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then
Outstanding shall have the right, at any time, by an instrument or instruments in writing executed and
delivered to the Trustee,to direct the time, method and place of conducting all proceedings to be taken in
connection with the enforcement 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,further,that the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith determines that the proceedings so directed would
involve it in personal liability for which the Trustee has not been indemnified as provided in Section 801.
Section 708. Application of Moneys in Event of Default. Upon an Event of Default, all
moneys held or received by the Trustee pursuant to the Financing Agreement or this Indenture, including
any right given or action taken under this Article,shall,after payment of the reasonable fees,costs,advances
and expenses of the Trustee and the proceedings resulting in the collection of such moneys (including
without limitation attorneys' fees and expenses), be deposited in the Debt Service Fund. All moneys so
transferred,in the following order,from the Project Fund,the Debt Service Fund,the Debt Service Reserve
Fund and the Revenue Fund shall be applied as follows:
(a) If the principal of all the Bonds has not become or has not been declared due and
payable, all such moneys shall be applied:
(1) First-- To the payment to the Owners entitled thereto of all installments
of interest then due and payable on the Bonds, in the order in which such installments of
interest became due and payable, with interest thereon at the rate or rates specified in the
respective Bonds to the extent permitted by law, and, if the amount available is not
sufficient to pay in full any particular installment, then to the payment ratably, according
to the amounts due on such installment, to the Persons entitled thereto, without any
discrimination or privilege.
(2) Second -- To the payment to the Owners entitled thereto of the unpaid
principal of any of the Bonds that have become due and payable (other than Bonds called
for redemption for the payment of which moneys or securities are held pursuant to this
Indenture),in the order of their due dates,with interest thereon at the rate or rates specified
in the respective Bonds to the extent permitted by law, and, if the amount available is not
sufficient to pay in full such principal due on any particular date, together with such
interest, then to the payment ratably, according to the amounts of principal due on such
date,to the Persons entitled thereto,without any discrimination or privilege.
(3) Third--To the City,the TDD and the CID for amounts owed.
(b) If the principal of all the Bonds has become due or has been declared due and
payable, all such moneys shall be applied to the payment of the principal and interest then due and
-37-
unpaid on all of the 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 Bond
over any other Bond, ratably, according to the amounts due respectively for principal and interest,
to the Persons entitled thereto, without any discrimination or privilege.
(c) If the principal of all the Bonds has been declared due and payable, and if such
declaration thereafter is rescinded and annulled under the provisions of Section 712,then, subject
to the provisions of subsection (b) above of this Section 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 subsection(a)of this Section.
Notwithstanding the foregoing, (A) no funds in the CID Revenues Account shall be applied
to the payment of interest on and principal of the Bonds if such application will result in the CID
Portion of CID Sales Tax Revenues funding more than the CID Funding Percentage of the Debt
Service Requirements and the transfers and payments described under First, Third and Sixth of
Section 402(d) and (B) no funds in the TDD Revenues Account shall be applied to the payment of
interest on and principal of the Bonds if such application will result in the TDD Portion of TDD Sales
Tax Revenues funding more than the TDD Funding Percentage of the Debt Service Requirements
and the transfers and payments described under First,Third and Sixth of Section 402(d). The Trustee
shall retain any money in excess of these limits in the applicable accounts of the Revenue Fund,
subject to Sections 402(e)and (f).
Whenever moneys are to be applied pursuant to this Section,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 and which may become available for such application in the future.
Whenever all of the Bonds and interest thereon have been paid under this Section, all obligations
under Section 406 have been satisfied and all fees, expenses and charges of the Trustee and the Authority
have been paid, any balance remaining in the funds created pursuant to this Indenture shall be paid to the
City, the CID and the TDD as provided in Article IV.
Section 709. Remedies Cumulative. No remedy conferred by this Indenture upon or reserved
to the Trustee or the Owners 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
Owners hereunder or now or hereafter existing at law or in equity or by statute.
Section 710. Delay or Omission Not Waiver. No delay or omission to exercise any right,
power or remedy accruing upon any Event of Default shall impair any such right,power or remedy or shall
be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right,
power or remedy may be exercised from time to time and as often as may be deemed expedient.
Section 711. Effect of Discontinuance of Proceedings. If the Trustee has proceeded to enforce
any right under this Indenture by the appointment of a receiver,by entry,or otherwise,and such proceedings
have been discontinued or abandoned for any reason, or have been determined adversely, then the
Authority, the City, the CID, the TDD, the Trustee and the Owners shall be restored to their former
positions,rights and obligations hereunder,respectively,and all rights,remedies and powers of the Trustee
shall continue as if no such proceedings had been taken.
Section 712. Waivers of Events of Default.
-38-
(a) The Trustee shall waive any Event of Default and its consequences and rescind any
acceleration of maturity of principal upon the written request of the Owners of a majority in aggregate
principal amount of the Bonds then Outstanding, except a default in respect of a covenant or provision
hereof that under Article X cannot be modified or amended shall not be waived without the consent of the
Owner of each Outstanding Bond affected.
(b) In case of any such waiver or rescission, then and in every such case the Authority, the
City, the CID,the TDD, the Trustee and the Owners shall be restored to their former positions, rights and
obligations hereunder,respectively,but no such waiver or rescission shall extend to any subsequent or other
default or impair any right consequent thereon.
ARTICLE VIII
THE TRUSTEE
Section 801. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by
this Indenture and agrees to perform said trusts as a corporate trustee ordinarily would perform said trusts
under a corporate indenture, but only upon and subject to the following express terms and conditions, and
no implied covenants or obligations shall be read into this Indenture against the Trustee:
(a) The Trustee,prior to the occurrence of an Event of Default and after the curing of
all Events of Default that may have occurred, undertakes to perform such duties and only such
duties asare specifically set forth in this Indenture. If any Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture
and shall use the same degree of care and skill in their exercise as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs in exercising any rights
or remedies or performing any of its duties hereunder.
(b) The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or through agents, attorneys, receivers, employees or such other
professionals and shall not be responsible for any misconduct or negligence on the part of the agent,
attorney,receivers, employees or such other professionals appointed or chosen by it with due care.
The Trustee may act or refrain from acting and conclusively rely upon the written advice or Opinion
of Counsel concerning all matters of trust hereof and the duties hereunder,and may in all cases pay
such reasonable compensation to all such agents, attorneys, receivers, employees and other such
professionals as may reasonably be employed in connection with the trusts hereof. The Trustee
shall not be responsible for any loss or damage resulting from any such action or nonaction by it
taken or omitted to be taken in good faith and shall be fully protected in reliance upon such Opinion
of Counsel.
(c) The Trustee shall not be responsible for any recital herein or in the Bonds(except
with respect to the Certificate of Authentication of the Trustee endorsed on the Bonds), or for the
recording or re-recording, filing or refiling of this Indenture or any security agreements in
connection therewith(except for the filing of Uniform Commercial Code continuation statements),
or for insuring the RPA 1 Redevelopment Project or collecting any insurance moneys, or for the
validity of the execution by the Authority of this Indenture or of any instruments of further
assurance,or for the sufficiency of the security for the Bonds. The Trustee shall not be responsible
or liable for any loss suffered in connection with any investment of funds made by it in accordance
with Article V. The Trustee makes no representations as to the value or condition of the Trust
Estate or any part thereof,or as to the validity or sufficiency of this Indenture or of the Bonds. The
-39-
•
Trustee shall not be accountable for the use or application by the Authority or the City of any of
the Bonds or the proceeds thereof or of any money paid to or upon the order of the Authority,the
City,the CID or the TDD under any provision of this Indenture.
(d) The Trustee shall not be accountable for the use of any Bonds authenticated and
delivered hereunder. The Trustee, in its individual or any other capacity, may become the owner
or pledgee of Bonds with the same rights that it would have if it were not Trustee.
(e) The Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, affidavit, letter, telegram or other paper or document provided for under this
Indenture believed by it to be genuine and correct and to have been signed,presented or sent by the
proper Person or Persons. The Trustee may rely conclusively on any such certificate or other
document and shall not be required to make any independent investigation in connection therewith.
Any action taken by the Trustee pursuant to and in accordance with 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 Owner of any Bond, shall be conclusive and binding upon all future
Owners of the same Bond and upon Bonds issued in exchange therefor or upon transfer or in place
thereof.
(0 As to the existence or nonexistence of any fact or as to the sufficiency or validity
of any instrument, paper or proceeding, or whenever in the administration of this Indenture the
Trustee deems it desirable that a matter be proven or established prior to taking, suffering or
omitting any action hereunder,the Trustee shall be entitled to rely upon a certificate signed by the
Authorized Authority Representative, the Authorized City Representative, the Authorized CID
Representative or the Authorized TDD Representative, as applicable, as sufficient evidence of the
facts therein contained. Prior to the occurrence of an Event of Default of which the Trustee has
been notified as provided in subsection (h) of this Section, the Trustee shall also be at liberty to
accept a similar certificate to the effect that any particular dealing,transaction or action is necessary
or expedient,but may at its discretion secure such further evidence deemed necessary or advisable,
but shall in no case be bound to secure the same.
(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 misconduct. The Trustee shall not be liable for any act or omission, in the absence of bad
faith, when the Trustee reasonably believes the act or failure to act is authorized and within its
powers to perform under this Indenture.
(h) The Trustee shall not be required to take notice of any default or Event of Default
unless the Trustee is specifically notified in writing of such default or Event of Default by the
Authority,the City,the CID,the TDD or the Owners of at least 25%in aggregate principal amount
of the Bonds then Outstanding.
(i) At any and all reasonable times the Trustee and its duly authorized agents,
attorneys, experts, engineers, accountants and representatives shall have the right, but shall not be
required, to inspect any and all of the RPA 1 Redevelopment Project and all books, papers and
records of the Authority pertaining to the Bonds, and to take such memoranda from and in regard
thereto as may be desired.
(i) The Trustee shall not be required to give any bond or surety in respect of the
execution of its trusts and powers hereunder.
-40-
(k) The Trustee shall have the right,but shall not be required,to demand, in respect of
the authentication of any Bonds, the withdrawal of any funds, or the taking of any other action
whatsoever within the purview of this Indenture, 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 as are deemed desirable for the purpose of establishing the right of the
Authority or the City,as applicable,to the authentication of any Bonds,the withdrawal of any funds
or the taking of any other action by the Trustee.
(1) Anything herein to the contrary notwithstanding, before taking any action under
this Indenture, other than any action under Article II concerning the payment of principal of,
redemption premium, if any, and interest on the Bonds or declaring an Event of Default and
accelerating the maturity of the Bonds, the Trustee may, in its discretion, require that indemnity
satisfactory to the Trustee be furnished to it by the Owners or other parties for the reimbursement
of all reasonable fees, costs, liabilities, losses, claims and expenses to which it or its agents or
counsel may be put and to protect it against all liability, including environmental but excluding
liability that is adjudicated to have resulted from its negligence or willful misconduct by reason of
any action so taken.
(m) All moneys received by the Trustee or any Paying Agent shall,until used or applied
or invested as herein provided, be held in trust in the manner and for the purposes for which they
were received but need not be segregated from other funds except to the extent required by this
Indenture or by law. Neither the Trustee nor any Paying Agent shall be under any liability for
interest on any moneys received hereunder except as provided herein.
(n) The Trustee may elect not to proceed in accordance with the directions of the
Owners of the Bonds without incurring any liability to the Owners if in the opinion of the Trustee
such direction may result in environmental or other liability to the Trustee, in its individual
capacity, for which the Trustee has not received indemnity from the Owners, and the Trustee may
rely upon an Opinion of Counsel addressed to the Trustee in determining whether any action
directed by the Owners may result in such liability.
(o) The Trustee may inform the Owners of environmental hazards that the Trustee has
reason to believe exist, and the Trustee has the right to take no further action,and in such event,no
duty exists which imposes any obligation for further action with respect to the Trust Estate or any
portion thereof if the Trustee, in its individual capacity, determines that any such action would
subject the Trustee to environmental or other liability for which the Trustee has not received
indemnity pursuant to this Indenture.
(p) Notwithstanding any other provision of this Indenture to the contrary, any
provision intended to provide authority to act, right to payment of fees and expenses, and
protection, immunity and indemnification to the Trustee shall be interpreted to include any action
of the Trustee whether it is deemed to be in its capacity as Trustee,Registrar or Paying Agent.
(q) The Trustee shall not be liable in connection with the performance of its duties
hereunder, except for its own negligence or willful misconduct; further,
(1) this subsection shall not be construed to affect the limitation of the
Trustee's duties and obligations provided in this Section or the Trustee's right to rely on
the truth of statements and the correctness of opinions as provided in this Section;
-41-
(2) the Trustee shall not be liable for any error of judgment made in good faith
by any one of its directors, officers, agents, attorneys or employees unless it is established
that the Trustee was negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the Owners of not less
than a majority in aggregate principal amount of the Bonds then Outstanding relating to
the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;
(4) subject to subsection(I)above,no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial or
environmental liability in the performance of any of its duties hereunder,or in the exercise
of any of its rights or powers, if it has reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not reasonably assured to
it; and
(5) the Trustee shall not be required to make any disbursement of funds until
having collected funds.
(r) The Trustee agrees to accept and act on instructions or directions pursuant to this
Indenture sent by the Authority by electronic means and signed by the Authorized Authority
Representative; provided, however,that the Authority shall provide to the Trustee an incumbency
certificate listing designated Persons with the authority to provide such instructions, which
incumbency certificate shall be amended whenever a Person is to be added or deleted from the
listing. If the Authority elects to give the Trustee e-mail or facsimile instructions(or instructions
by a similar electronic method) and the Trustee acts upon such instructions, the Trustee's
understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for
any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and
compliance with such instructions notwithstanding such instructions conflict or are inconsistent
with a subsequent written instruction. The Authority agrees to assume all risks arising out of the
use of such electronic methods to submit instructions and directions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized instructions and the risk of
interception and misuse by third parties. The Trustee may, but shall not be obligated to, seek
confirmation of the submittal of any such electronic instruction by telephone call-back to the
Authorized Authority Representative. The Trustee's reliance on a written request of the Authority
that purports to have been sent by the Authorized Authority Representative delivered in accordance
with this Indenture using electronic means shall not, in and of itself,be construed as negligence.
(s) The Trustee shall have no responsibility with respect to any information,statement
or recital in any official statement,offering memorandum or any other disclosure material prepared
or distributed with respect to the Bonds.
(t) The immunities and protections, including indemnification, extended to the
Trustee also extend to its directors, officers, employees, attorneys and agents. Such immunities
and protections shall survive the Trustee's resignation or removal and final payment of the Bonds.
(u) In no event shall the Trustee be responsible or liable for incidental, special,
indirect, punitive or consequential damages or penalties of any kind whatsoever, including loss of
profit, irrespective of whether the Trustee has been advised of the likelihood of such damages or
penalties and regardless of the form of action.
-42-
(v) In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces
beyond its control, including strikes, lockouts,work stoppages,accidents,acts of war or terrorism,
civil or military disturbances, pandemics, epidemics, nuclear or natural catastrophes, fire,
earthquakes, acts of God or regulations of any governmental authority, and,interruptions,-losses or
malfunctions of utilities, communications or computer software or computer hardware services
unless caused by the Trustee's negligence or willful misconduct; it being understood that the
Trusteeshall use reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.
(w) Other than scheduled payments of principal of and interest on the Bonds,whenever
the Trustee is instructed to disburse, wire or otherwise transfer any funds, the Trustee may, but
shall not be obligated to, first confirm such instructions by telephone call. It is understood that, in
any funds transfer, the Trustee may rely solely upon any account number or similar identifying
number provided by any Person to identify(1)the beneficiary,(2)the beneficiary's bank,or(3)an
intermediary bank.
(x) The Trustee is not responsible for the use of Bond proceeds or sufficiency of said
proceeds or cash flow to accomplish the intended objective of the financing.
(y) The Trustee shall have no duty to analyze or review any financial report received
by the Trustee or to express any opinion concerning the contents of any financial report and shall
have no responsibility for the contents or accuracy of any such report.
(z) The Trustee may, where applicable, file a proof of claim on behalf of the Owners
as creditors in a bankruptcy.
(aa) No provision of this Indenture or any other document related hereto shall require
the Trustee to risk or advance its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
Section 802. Fees, Charges and Expenses of the Trustee.
(a) The Trustee shall be entitled to payment of and/or reimbursement for reasonable fees
(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust) by the Authority (but so long as an Event of Default has occurred and is continuing,
solely from moneys provided in paragraph First of Section 402(d)) for its ordinary services rendered
hereunder and all agent and counsel fees and other ordinary costs and expenses reasonably and necessarily
made or incurred by the Trustee in connection with such ordinary services and, if it becomes necessary that
the Trustee perform extraordinary services, it shall be entitled to reasonable extra compensation therefor
and to reimbursement for reasonable and necessary extraordinary costs and expenses in connection
therewith; provided that if such extraordinary services or extraordinary expenses are occasioned by the
negligence or willful misconduct of the Trustee it shall not be entitled to compensation or reimbursement
therefor. The Trustee shall be entitled to payment and reimbursement for thereasonable fees and charges
of the Trustee as Paying Agent and as Registrar for the Bonds (but so long as an Event of Default has
occurred and is continuing, solely from moneys provided in paragraph First of Section 402(d)). Upon the
occurrence of an Event of Default and during its continuance, the Trustee shall have a lien with right of
payment prior to payment on account of principal of,redemption premium, if any,or interest on any Bond,
upon all moneys in its possession under any provisions hereof for the foregoing advances, fees, costs and
-43-
expenses incurred. If moneys in the Revenue Fund are insufficient to make payment to the Trustee for its
ordinary fees and expenses, as provided in subparagraph First of Section 402(d), on any Bond Payment
Date, the unpaid portion shall be carried forward to the next Bond Payment Date, together with interest
thereon at the Trustee's base lending rate plus 2%. The provisions of this Section shall survive the
satisfaction and discharge of this Indenture, the payment in full of the Bonds, and/or the Trustee's
resignation or removal.
(b) In each instance in which this Indenture provides for compensation, reimbursement or
indemnification of the Trustee,such provision shall be deemed to provide for,whether or not expressly so
stated, the payment of all related fees, costs, charges, advances and expenses of the Trustee (including,
without limitation, attorneys' fees and expenses),unless the context clearly indicates otherwise.
Section 803. Notice of Default. If a default occurs of which notice is given to the Trustee as
provided in Section 801(h), then the Trustee shall give (a)prompt written notice thereof to the Authority,
the City,the Developer,the CID and the TDD and(b)written notice thereof within 30 days(five Business
Days if the maturity of the Bonds has been accelerated pursuant to Section 702) by first-class mail to the
Owners of all Bonds then Outstanding as shown by the Register.
Section 804. Intervention by the Trustee. In any judicial proceeding to which the Authority
is a party and which, in the opinion of the Trustee and its counsel,has a substantial bearing on the interests
of the Owners of the Bonds,the Trustee may intervene on behalf of the Owners and shall do so if requested
in writing by the Owners of at least 25% in aggregate principal amount of the Bonds then Outstanding,
provided that the Trustee shall first have been provided such indemnity as provided under Section 801(1)
as it may require against the reasonable costs,expenses and liabilities which it may incur in or by reason of
such proceeding, including without limitation attorneys' fees and expenses.
Section 805. Successor Trustee Upon Merger, Consolidation or Sale. Any corporation or
association with or into which the Trustee may be merged or converted or with or into which it may be
consolidated, or to which the Trustee may sell or transfer its corporate trust business and assets as a whole
or substantially as a whole, or any corporation or association resulting from any merger, conversion, sale,
consolidation or transfer to which it is a party,provided such corporation or association is otherwise eligible
under Section 808,shall be and become successor Trustee hereunder and shall be vested with all the trusts,
powers, rights, obligations, duties, remedies, immunities and privileges hereunder as was its predecessor,
without the execution or filing of any instrument or any further act on the part of any of the parties hereto.
Section 806. Resignation or Removal of Trustee. The Trustee and any successor Trustee may
at any time resign from the trusts hereby created by giving 30 days' written notice to the Authority, the
City, the Developer,the CID,the TDD and the Owners. If at any time the Trustee ceases to be eligible in
accordance with the provisions of this Indenture, it shall resign immediately in the manner provided in this
Section. The Trustee may be removed for cause or without cause at any time by an instrument or concurrent
instruments in writing delivered to the Trustee and signed by the Owners of a majority in aggregate principal
amount of the Bonds then Outstanding. If no Event of Default has occurred and is continuing,the Trustee
may be removed at any time by an instrument or concurrent instruments in writing delivered to the Trustee
and the Owners and signed by the City. The Authority, the City (or if after September [*12*], 2047, the
CID and if after October 11, 2050 (or such later date to which the term of the CID is extended),the TDD)
or the Owners of a majority in aggregate principal amount of the Bonds then Outstanding may at any time
petition any court of competent jurisdiction for the removal for cause of the Trustee. No resignation or
removal of the Trustee shall become effective until a successor Trustee has accepted its appointment under
Section 809. The Trustee's rights to indemnity and to any fees, charges or other amounts due and payable
to it shall survive such resignation or removal.
-44-
Section 807. Appointment of Successor Trustee. If the Trustee hereunder resigns or is
removed, or otherwise becomes incapable of acting hereunder, or if it is taken under the control of any
public officer or officers or a receiver appointed by a court,a successor Trustee may be appointed by(a)the
City (if no Event of Default has occurred and is continuing under Section 701) or (b) the Owners of a
majority in aggregate principal amount of the Bonds then Outstanding, by an instrument or concurrent
instruments in writing;provided, nevertheless,that in case of any vacancy the Authority, by an instrument
executed and signed by the Authorized Authority Representative,with the consent of the City,may appoint
a temporary Trustee to fill such vacancy until a successor Trustee is appointed in the manner above
provided, and any such temporary Trustee so appointed by the Authority shall immediately and without
further acts be superseded by the successor Trustee so appointed. If a successor Trustee or a temporary
Trustee has not been so appointed and accepted such appointment within 30 days after notice of the
resignation or removal is given, the retiring or removed Trustee may petition a court of competent
jurisdiction for the appointment of a successor Trustee to act until such time, if any, as a successor has so
accepted its appointment. No resignation or removal of the Trustee shall become effective until a successor
Trustee has accepted its appointment under Section 809.
Section 808. Qualifications of Trustee and Successor Trustees. The Trustee and every
successor Trustee appointed hereunder shall be a trust institution or commercial bank with its principal
corporate trust office located in the State,shall be in good standing and qualified to accept such trusts,shall
be subject to examination by a federal or state bank regulatory authority, and shall have a reported capital
and surplus of not less than$50,000,000. If such institution publishes reports of condition at least annually
pursuant to law or regulation,then for the purposes of this Section the capital and surplus of such institution
shall be deemed to be its capital and surplus as set forth in its most recent report of condition so published.
Section 809. Vesting of Trusts in Successor Trustee. Every successor Trustee appointed
hereunder shall execute,acknowledge and deliver to its predecessor and also to the Authority an instrument
in writing accepting such appointment hereunder, and thereupon such successor shall become fully vested
with all the trusts,powers,rights,obligations,duties,remedies,immunities and privileges of its predecessor
and the obligations of the predecessor Trustee hereunder shall cease and terminate; but such predecessor
shall, nevertheless, on the written request of the Authority, and upon payment of the fees and expenses
owed to the predecessor Trustee, execute and deliver an instrument transferring to such successor Trustee
all the trusts,powers, rights, obligations, duties, remedies, immunities and privileges of such predecessor
hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee
hereunder to its successor. Should any instrument in writing from the Authority be required by any
predecessor or successor Trustee for more fully and certainly vesting in such successor the trusts, powers,
rights, obligations, duties, remedies, immunities and privileges hereby vested in the predecessor, any and
all such instruments in writing shall,on request,be executed,acknowledged and delivered by the Authority.
Section 810. Trust Estate May be Vested in Co-Trustee.
(a) It is the purpose of this Indenture that there shall be no violation of any law of any
jurisdiction (including particularly the State) denying or restricting the right of banking corporations or
associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation
under this Indenture or the Financing Agreement,and in particular in case of the enforcement of either upon
an Event of Default, or if 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 take any other
action which may be desirable or necessary in connection therewith, it may be necessary or desirable that
the Trustee appoint an individual or institution as a co-trustee or separate trustee,and the Trustee is hereby
authorized to appoint such co-trustee or separate trustee.
-45-
(b) If the Trustee appoints an additional individual or institution as co-trustee or separate
trustee, each and every remedy, power, right, claim, demand, cause of action, immunity,title, interest and
lien expressed or intended by this Indenture to be exercised by the Trustee with respect thereto shall be
exercisable by such co-trustee or separate trustee but only to the extent necessary to enable such co-trustee
or separate trustee to exercise such powers, rights and remedies, and every covenant and obligation
necessary to the exercise thereof by such co-trustee or separate trustee shall run to and be enforceable by
either of them.
(c) Should any deed, conveyance or instrument in writing from the Authority be required by
the co-trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and
confirming to him 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.
(d) If any co-trustee or separate trustee dies, becomes incapable of acting, resigns or is
removed, all the properties, rights, powers, trusts, duties and obligations of such co-trustee or separate
trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a
successor to such co-trustee or separate trustee.
Section 811. Annual Statement.
(a) Unless the Trustee is delivering statements more frequently, the Trustee shall render an
annual statement for each calendar year ending December 31 to the Authority,with a copy to the City,and
if so requested and the expense thereof is paid by such Owner, to any Owner requesting the same. The
annual statement shall show in reasonable detail all financial transactions relating to the Trust Estate during
the accounting period and shall include a listing of money deposited into the Revenue Fund and the balance
in any funds and accounts created by this Indenture as of the beginning and close of such accounting period.
(b) In addition to the foregoing, the Trustee shall also provide to the City, the CID, the TDD
and the Purchaser a statement each July 15 (for the period January 1 through June 30) and January 15 (for
the period July 1 through December 31), commencing January 15, 2025, containing(1)Payments in Lieu
of Taxes, Economic Activity Taxes, the CID Portion of CID Sales Tax Revenues and the TDD Portion of
TDD Sales Tax Revenues deposited into the applicable accounts of the Revenue Fund since the last semi-
annual statement or,in the case of the first semi-annual statement,the date of issuance of the Bonds,(2)the
principal amount of each series of Bonds redeemed since the last semi-annual statement or, in the case of
the first semi-annual statement, the date of issuance of the Bonds, and(3)the aggregate principal amount
of each series of Bonds redeemed since the date of issuance of the Bonds.
Section 812. Paying Agents; Registrar; Appointment and Acceptance of Duties; Removal.
(a) The Trustee is hereby designated and agrees to act as Paying Agent and as Registrar for
and in respect of the Bonds.
(b) The Authority may appoint one or more additional Paying Agents for the Bonds. Each
Paying Agent other than the Trustee shall signify its acceptance of the duties and obligations imposed upon
it by this Indenture by executing and delivering to the Authority and the Trustee a written acceptance
thereof. Each Paying Agent is hereby authorized to pay or redeem Bonds when such Bonds are duly
presented to it for payment or redemption, which Bonds shall thereafter be delivered to the Trustee for
cancellation.
-46-
(c) Any Paying Agent may at any time resign and be discharged of the duties and obligations
created by this Indenture by giving at least 60 days'.notice to the Authority and the Trustee. Any Paying
Agent(other than the Trustee and any successor thereto) may be removed by the Authority at any time by
an instrument signed by the Authority and filed with such Paying Agent and the Trustee. In the event of
the resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and deliver any
moneys held by it in such capacity to its successor or, if there is no successor,to the Trustee.
(d) If the Authority fails to appoint a Paying Agent hereunder,or the Paying Agent resigns or
is removed, or is dissolved, or if the property or affairs of the Paying Agent are taken under the control of
any state or federal court or administrative body because of bankruptcy or insolvency, or for any other
reason, and the Authority has not appointed its successor as Paying Agent, the Trustee shall ipso facto be
deemed to be the Paying Agent for all purposes of this Indenture until the appointment by the Authority of
the Paying Agent or successor Paying Agent,as the case may be. The Trustee shall give each Owner notice
by first-class mail of the appointment of a Paying Agent or successor Paying Agent other than the Trustee.
ARTICLE IX
SATISFACTION AND DISCHARGE OF THIS INDENTURE
Section 901. Satisfaction and Discharge of this Indenture.
(a) When the principal of,redemption premium,if any,and interest on all the Bonds have been
paid in accordance with their terms or provision has been made for such payment, as provided in Section
902,and provision has also been made for paying all other sums payable hereunder, including the fees and
expenses of the Trustee and any Paying Agents to the date of payment of the Bonds,then the right,title and
interest of the Trustee under this Indenture shall thereupon cease,determine and be void,and thereupon the
Trustee shall cancel,discharge and release this Indenture and shall execute,acknowledge and deliver to the
Authority such instruments of satisfaction and discharge or release as shall be required to evidence such
release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Authority
any property at the time subject to this Indenture which may then be in the Trustee's possession, except
amounts required to be paid to the City, the CID and/or the TDD under Article IV and except funds or
securities in which such moneys are invested and held by the Trustee for the payment of the principal of,
redemption premium, if any, and interest on the Bonds.
(b) The Authority is hereby authorized to accept a certificate of the Trustee stating that the
whole amount of the principal and interest so due and payable upon all of the Bonds then Outstanding has
been paid or provision for such payment has been made in accordance with Section 902 as evidence of
satisfaction of this Indenture, and upon receipt thereof the Authority shall cancel and erase the inscription
of this Indenture from its records.
Section 902. Bonds Deemed to Be Paid.
(a) Bonds shall be deemed to be paid within the meaning of this Article when payment of the
principal on such Bonds, plus premium, if any, plus interest thereon to the due date thereof(whether such
due date is by reason of maturity or upon redemption as provided in this Indenture, or otherwise), either
(1)has been made or caused to be made in accordance with the terms hereof, or(2) provision therefor has
been made by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such
payment, (A)moneys sufficient to make such payment, (B)non-callable Government Securities maturing
as to principal and interest in such amount and at such times as will ensure the availability of sufficient
moneys to make such payment or(C)a combination of such moneys and Government Securities. When a
-47-
Bond is deemed to be paid hereunder as aforesaid, such Bond shall no longer be secured by or be entitled
to the benefits of this Indenture, except for the purposes of any such payment from such moneys and/or
Government Securities.
(b) Notwithstanding the foregoing, in the case of Bonds that by their terms may be redeemed
prior to the stated maturities thereof,no deposit under clause(2)of subsection(a)above shall be deemed a
payment of such Bonds as aforesaid until, as to all such Bonds that are to be redeemed prior to their
respective stated maturities,proper notice of such redemption has been given in accordance with Article III
or irrevocable instructions have been given to the Trustee to give such notice.
(c) Notwithstanding any provision of any other Section of this Indenture that may be contrary
to the provisions of this Section, all moneys and/or Government Securities set aside and held in trust
pursuant to the provisions of this Section for the payment of Bonds and interest thereon shall be applied to
and be used solely for the payment of the particular Bonds and interest thereon with respect to which such
moneys and/or Government Securities have been so set aside in trust.
(d) If the interest earnings on the moneys and/or Government Securities are necessary to
provide for the payment of the Bonds under this Section, and the final payment to pay Outstanding Bonds
is more than 90 days after such deposit, the Trustee shall receive (1) a verification report of a firm of
independent certified public accountants that the moneys and/or Government Securities deposited with the
Trustee are sufficient to pay when due the principal or redemption price, if any, and interest on the Bonds
on or before the applicable redemption or maturity date and(2)an opinion of Bond Counsel(which opinion
may be based upon a ruling or rulings of the Internal Revenue Service)to the effect that such deposit will
not result in the interest on any Tax-Exempt Bonds then Outstanding to be included in federal income taxes
for purposes of federal income taxation and that all conditions precedent to the satisfaction of this Indenture
have been met.
ARTICLE X
SUPPLEMENTAL INDENTURES AND SUPPLEMENTAL FINANCING AGREEMENTS
Section 1001. Supplemental Indentures and Supplemental Financing Agreements Not
Requiring Consent of Owners. The Authority and the Trustee(with the consent of the City,the CID and
the TDD) may from time to time, without the consent of or notice to any of the Owners, enter into such
Supplemental Indenture or Supplemental Indentures as are not inconsistent with the terms and provisions
hereof, and the Authority,the City,the CID and the TDD may from time to time,without the consent of or
notice to any of the Owners,enter into such Supplemental Financing Agreement or Supplemental Financing
Agreements as are not inconsistent with the terms and provisions thereof, for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Indenture or the
Financing Agreement or to release property from the Trust Estate that was included by reason of
an error or other mistake;
(b) to grant to or confer upon the Trustee for the benefit of the Owners any additional
rights,remedies,powers or authority that may lawfully be granted to or conferred upon the Owners
or the Trustee or both of them;
-48-
(c) to subject to this Indenture or the Financing Agreement 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 of this Indenture under the Trust Indenture Act
of 1939, as then 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 state of the United States;
(e) to authorize the issuance of any series of Additional Bonds as provided in
Section 209;
(f) to evidence the appointment of a separate trustee or the succession of a new trustee
hereunder; or
(g) to make any other change which, in the sole judgment of the Trustee, does not
materially adversely affect the interests of the Owners. In exercising such judgment, the Trustee
may rely on an Opinion of Counsel. -
Section 1002. Supplemental Indentures and Financing Agreements Requiring Consent of
Owners. In addition to Supplemental Indentures and Supplemental Financing Agreements permitted by
Section 1001 and subject to the terms and provisions contained in this Section,and not otherwise,with the
consent of the City and the Owners of not less than a majority in aggregate principal amount of the Bonds
then Outstanding,the Authority and the Trustee may from time to time enter into such other Supplemental
Indenture or Supplemental Indentures as shall be deemed necessary and desirable by the Authority for the
purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions
contained in this Indenture or in any Supplemental Indenture and the Authority, the City, the CID and the
TDD may from time to time enter into such other Supplemental Financing Agreement or Supplemental
Financing Agreements as shall be deemed necessary and desirable by the parties thereto for the purpose of
modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained
in the Financing Agreement or in any Supplemental Financing Agreement;provided,however,that nothing
in this Section contained shall permit or be construed as permitting:
(a) an extension of the maturity of the principal of, any change in the optional or
mandatory redemption of or the scheduled date of payment of interest on any Bond;
(b) a reduction in the principal amount, redemption premium or any interest payable
on any Bond;
(c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds;
(d) a reduction in the aggregate principal amount of Bonds the Owners of which are
required for consent to any such Supplemental Indenture; or
(e) the modification of the rights, duties or immunities of the Trustee, without the
written consent of the Trustee.
If at any time the Authority requests the Trustee to enter into any such Supplemental Indenture or
the Authority, the City, the CID and the TDD advise the Trustee of their desire to enter into'any such
Supplemental Financing Agreement for any of the purposes of this Section, the Trustee shall cause notice
of the proposed execution of such Supplemental Indenture or Supplemental Financing Agreement to be
mailed by first-class mail to each Owner. Such notice shall briefly set forth the nature of the proposed
-49-
Supplemental Indenture or Supplemental Financing Agreement and shall state that copies thereof are on
file at the designated corporate trust office of the Trustee for inspection by all Owners. If within 60 days
or such longer period as shall be prescribed by the Authority following the mailing of such notice, the
Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding affected by the
changes in the proposed Supplemental Indenture or Supplemental Financing Agreement at the time of the
execution of any such Supplemental Indenture or Supplemental Financing Agreement have consented to
and approved the execution thereof as herein provided,no 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, the Authority or the City from
executing the same or from taking any action pursuant to the provisions thereof Upon the execution of any
such Supplemental Indenture or Supplemental Financing Agreement as in this Section permitted and
provided,this Indenture or the Financing Agreement,as applicable, shall be and be deemed to be modified
and amended in accordance therewith.
Section 1003. Opinion of Bond Counsel. Notwithstanding anything to the contrary in
Section 1001 or 1002, before the Authority and the Trustee enter into any Supplemental Indenture or
Supplemental Financing Agreement pursuant to Section 1001 or 1002, there shall have been delivered to
the Trustee an opinion of Bond Counsel stating that such Supplemental Indenture or Supplemental
Financing Agreement is authorized or permitted by this Indenture or the Financing Agreement, as
applicable, the Act and the TIF Act, complies with their respective terms, will, upon the execution and
delivery thereof, be valid and binding upon the Authority (and, if applicable, the City, the CID and the
TDD)in accordance with its terms and will not adversely affect the exclusion from federal gross income of
interest on any Tax-Exempt Bonds then Outstanding.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 1101. Consents and Other Instruments by Owners. Any consent, request, direction,
approval,objection or other instrument required by this Indenture to be signed and executed by the Owners
may be in any number of concurrent writings of similar tenor and may be signed or executed by such
Owners in person or by agent appointed in writing. Proof of the execution of any such instrument or of the
writing appointing any such agent and 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,suffered or omitted under any such instrument, namely:
(a) The fact and date of the execution by any Person of any such instrument (other
than the assignment of a Bond) 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 instrument acknowledged before him the execution thereof, or by 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 Register. In
all cases where Bonds are owned by Persons other than the Authority, the City or an assignee of
the Authority or the City, in determining whether the Owners of the requisite principal amount of
Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or
waiver under this Indenture, Bonds owned by, or held by or for the account of, the Authority, the
City or any affiliate or any Person controlling, controlled by or under common control with the
Authority or the City, shall be disregarded and deemed not to be Outstanding under this Indenture.
-50-
Section 1102. Notices. Except as otherwise provided herein, it shall be sufficient service of any
notice,request,complaint,demand or other paper required by this Indenture to be given to or filed with the
Authority,the City,the Developer,the CID,the TDD or the Trustee if the same is duly mailed by registered
or certified mail, postage prepaid, return receipt requested, or is transmitted electronically and receipt
confirmed by telephone or electronic read receipt on the same day, addressed as follows, provided that
notices to the Trustee shall be effective only upon receipt:
(a) To the Authority at:
The Industrial Development Authority of the County of Cape Girardeau,Missouri
c/o Layton& Southard
2845 Professional Court
Cape Girardeau,Missouri 63703
Attention: Susan Layton Tomlin,Esq.
stomlin@laytonsouthardlaw.com
(573)335-3359
and
Gilmore&Bell, P.C.
One Metropolitan Square
211 North Broadway, Suite 2000
St. Louis,Missouri 63102
Attention: Mark D. Grimm,Esq.
merimm(ZI.gilmorebell.com
(314)436-1000
(b) To the Trustee at:
UMB Bank,N.A.
2 South Broadway, Suite 600
St. Louis,Missouri 63102
Attention: Corporate Trust Department
Sveta.akhmedova@umb.com
(314)612-8229
(c) To the City at:
City of Cape Girardeau,Missouri
44 North Lorimier Street
Cape Girardeau,Missouri 63701
Attention:Assistant City Manager
tpullev@cityofcapee,irardeau.org
(573)625-8914
with copies to:
-51-
City of Cape Girardeau, Missouri
44 North Lorimier Street
Cape Girardeau,Missouri 63701
Attention: City Attorney
avoun,(cityofcapeairardeau.org
(573)339-6324
and
Gilmore&Bell, P.C.
One Metropolitan Square
211 North Broadway, Suite 2000
St. Louis, Missouri 63102
Attention: Mark D. Grimm, Esq.
mgrimm agilmorebell.com
(314)436-1000
(d) To the Developer at:
River City Centre,LLC
c/o West Park Mall—Management Office
3049 William Street, Suite 134
Cape Girardeau,Missouri 63703
Attention: Michael Williams
michael a,trusttpc.com
(573) 820-5723
with a copy to:
' The Limbaugh Firm
407 North Kingshighway, Suite 400
Cape Girardeau,Missouri 63701
Attention: Lucas M. Haley, Esq.
lhaley(.limbauahlaw.com
(573)335-3316
(e) To the CID at:
RCC Community Improvement District
c/o West Park Mall—Management Office
3049 William Street, Suite 134
Cape Girardeau,Missouri 63703
Attention: Michael Williams
michael a,trusttpc.com
(573) 820-5723
with a copy to:
-52-
The Limbaugh Firm
407 North Kingshighway, Suite 400
Cape Girardeau,Missouri 63701
Attention: Lucas M. Haley,Esq.
lhaley cr limbaughlaw.com
(f) To the TDD at:
RCC Transportation Development District
do West Park Mall—Management Office
3049 William Street, Suite 134
Cape Girardeau,Missouri 63703
Attention: Michael Williams
michaelntrusttpc.com
(573)820-5723
with a copy to:
The Limbaugh Firm
407 North Kingshighway, Suite 400
Cape Girardeau,Missouri 63701
Attention: Lucas M. Haley,Esq.
lhaley(a 1imbaunhlaw.com
(g) To the Owners:
By first-class mail addressed to each of the Owners of all Bonds at the time
Outstanding,as shown by the Register. Any notice so mailed to the Owners of the
Bonds shall be deemed given at the time of mailing whether or not actually
received by the Owners.
In the event of any notice to a party other than the Authority,a copy of said notice shall be provided
to the Authority. The above parties may from time to time designate,by notice given hereunder to the other
parties,such other address to which subsequent notices, certificates or other communications shall be sent.
Section 1103. Limitation of Rights Under this Indenture. With the exception of rights herein
expressly conferred and as otherwise provided in this Section, nothing expressed or mentioned in or to be
implied by this Indenture or the Bonds is intended or shall be construed to give any Person other than the
parties hereto,the City and the Owners of the Bonds,any right,remedy or claim under or in respect of this
Indenture. This Indenture and all of the covenants, conditions and provisions hereof are, except as
otherwise provided in this Section, intended to be and are for the sole and exclusive benefit of the parties
hereto,the City and the Owners of the Bonds as herein provided.
Section 1104. Suspension of Mail Service. If, because of the temporary or permanent
suspension of mail service or for any other reason, it is impossible or impractical to mail any notice in the
manner herein provided,then such delivery of notice in lieu thereof as shall be made with the approval of
the Trustee shall constitute a sufficient notice.
Section 1105. Business Days. If any date for the payment of principal of,redemption premium,
if any, or interest on the Bonds or the taking of any other action hereunder is not a Business Day,then such
payment shall be due,or such action shall be taken,on the first Business Day thereafter;provided,however,
-53-
any interest that accrues on any unmatured or unredeemed Bonds from the due date shall be payable on the
next Bond Payment Date.
Section 1106. Immunity of Officers, Employees and Members of Authority and City. No
recourse shall be had for the payment of the principal of,redemption premium, if any, or interest on any of
the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Indenture
contained against any past,present or future officer,director,member,employee or agent of the Authority,
the City,the CID or the TDD,the governing bodies of the Authority,the City,the CID or the TDD, or any
respective successor thereto,as such,either directly or through the Authority,the City,the CID or the TDD,
or any respective successor thereto, under any rule of law or equity, statute or constitution, or by the
enforcement of any assessment or penalty or otherwise,and all such liability of any such officers,directors,
members, employees or agents as such is hereby expressly waived and released as a condition of and
consideration for the execution of this Indenture and the issuance of such Bonds.
Section 1107. No Sale. The Authority covenants and agrees that,except as provided herein or in
the Financing Agreement, it will not sell, convey, assign, pledge, encumber or otherwise dispose of any
part of the moneys subject to this Indenture.
Section 1108. Severability. If any provision of this Indenture is held or deemed to be invalid,
inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or any
constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have
the effect of rendering the provision in question inoperative or unenforceable in any other case or
circumstances, or of rendering any other provision or provisions herein contained invalid, inoperative or
unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or
sections in this Indenture contained shall not affect the remaining portions of this Indenture, or any part
thereof.
Section 1109. Execution in 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.
Section 1110. Governing Law. This Indenture shall be governed exclusively by and construed
in accordance with the applicable laws of the State.
Section 1111. Electronic Means. The parties agree that the transaction described herein may be
conducted and related documents may be sent,received and stored by electronic means. Copies,telecopies,
facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be
authentic and valid counterparts of such original documents for all purposes, including the filing of any
claim, action or suit in the appropriate court of law.
Section 1112. Action by the Authority, the City, the CID or the TDD. When any action or
consent of the Authority,the City,the CID or the TDD is required by this Indenture,such action or consent
may be undertaken or given by the Authorized Authority Representative, the Authorized City
Representative,the Authorized CID Representative or the Authorized TDD Representative, respectively.
Section 1113. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the
Revised Statutes of Missouri, the Trustee certifies it is not currently engaged in and shall not, for the
duration of this Indenture, engage in a boycott of goods or services from (a) the State of Israel,
(b) companies doing business in or with the State of Israel or authorized by,licensed by,or organized under
the laws of the State of Israel, or(c)persons or entities doing business in the State of Israel.
-54-
IN WITNESS WHEREOF, The Industrial Development Authority of the County of Cape
Girardeau,Missouri,has caused these presents to be signed in its name and behalf and its corporate seal to
be hereunto affixed and attested by its duly authorized officers,and to evidence its acceptance of the trusts
hereby created, UMB Bank,N.A. has caused these presents to be signed in its name and behalf by its duly
authorized officer, all as of the day and year first above written.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF CAPE
GIRARDEAU, MISSOURI
By:
[SEAL] President
ATTEST:
Secretary
[Trust Indenture]
-56-
UMB BANK,N.A.,as Trustee
By:
Name:
Title:
[Trust Indenture]
-57-
EXHIBIT A
FORM OF SERIES 2024 BONDS
EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE
(DESCRIBED HEREIN), THIS GLOBAL BOND MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY
(DESCRIBED HEREIN) OR TO A SUCCESSOR SECURITIES
DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF MISSOURI
Registered Registered
No. R- $
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF CAPE GIRARDEAU, MISSOURI
TAX INCREMENT AND SPECIAL DISTRICT REVENUE BOND
(WEST PARK MALL REDEVELOPMENT PROJECT)
SERIES 2024
Rate of Interest: Maturity Date: Dated Date: CUSIP No.
May 1,20_ September_,2024
REGISTERED OWNER: CEDE& CO.
PRINCIPAL AMOUNT: DOLLARS
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF CAPE
GIRARDEAU, MISSOURI, a public corporation duly organized and existing under the laws of the State
of Missouri (the "Authority"), for value received, hereby promises to pay to the Registered Owner shown
above,or registered assigns,the Principal Amount shown above on the Maturity Date shown above, and to
pay interest thereon from the Dated Date shown above or from the most recent Bond Payment Date to
which interest has been paid or duly provided for, at the Rate of Interest per annum shown above. Interest
shall be payable semiannually on May 1 and November 1 in each year (each, a "Bond Payment Date"),
beginning on May 1, 2025. Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months.
Except as otherwise provided herein, the capitalized terms herein shall have the meanings as
provided in the Indenture (as hereinafter defined).
A-1
The principal and redemption premium, if any, of this Series 2024 Bond shall be paid at maturity
or upon earlier redemption to the Person in whose name this Series 2024 Bond is registered on the Register
at the maturity or redemption date thereof. The interest payable on this Series 2024 Bond on any Bond
Payment Date shall be paid by UMB Bank, N.A., St. Louis, Missouri (the "Trustee"), to the Person in
whose name this Series 2024 Bond is registered on the Register at the close of business on the 15th day
(whether or not a Business Day) of the month preceding the Bond Payment Date. Such interest shall be
payable (a) by check or draft mailed by the Trustee to the address of the Owner shown on the Register or
(b)by electronic transfer to such Owner upon written notice delivered to the Trustee not less than five days
prior to the Record Date for such interest and signed by such Owner, containing the electronic transfer
instructions including the name of the bank, ABA routing number, account name and account number to
which such Owner wishes to have such transfer directed, together with an acknowledgement that an
electronic transfer fee may be applicable. The principal or redemption price of and interest on the Series
2024 Bonds shall be payable by check or draft in any coin or currency of the United States of America that,
on the respective dates of payment thereof, is legal tender for the payment of public and private debts.
This Series 2024 Bond is one of an authorized series of fully-registered bonds of the Authority
designated "The Industrial Development Authority of the County of Cape Girardeau, Missouri, Tax
Increment and Special District Revenue Bonds(West Park Mall Redevelopment Project), Series 2024,"in
the aggregate principal amount of$[*Principal Amount*] (the"Series 2024 Bonds"and,together with any
Additional Bonds,the"Bonds"). Reference is made to the Indenture for the terms and provisions relating
to the Series 2024 Bonds. Additional Bonds on a parity with the Series 2024 Bonds may be issued pursuant
to Section 209 of the Indenture.
The Series 2024 Bonds are being issued pursuant to a Trust Indenture dated as of
September 1,2024, between the Authority and the Trustee (the"Indenture"), for the purpose of providing
funds to (a)reimburse the Developer for certain costs relating to the RPA 1 Redevelopment Project, (b)
fund a debt service reserve fund to secure the Series 2024 Bonds, (c)fund capitalized interest on the Series
2024 Bonds and (d) pay the costs of issuance of the Series 2024 Bonds, all under the authority of and in
full compliance with the Constitution and laws of the State, including particularly the Industrial
Development Corporations Act, Chapter 349 of the Revised Statutes of Missouri (the"Act"), and the Real
Property Tax Increment Allocation Redevelopment Act, Sections 99.800 through 99.865, inclusive, of the
Revised Statutes of Missouri.
NOTWITHSTANDING ANY PROVISION HEREIN OR IN THE BONDS TO THE
CONTRARY AND EXCEPT AS NECESSARY TO CORRECT ADMINISTRATIVE ERROR,
(1)THE OBLIGATION OF THE CITY TO TRANSFER TO THE TRUSTEE NET REVENUES
CONSISTING OF PAYMENTS IN LIEU OF TAXES AND ECONOMIC ACTIVITY TAXES
GENERATED WITHIN RPA 1 TERMINATES ON SEPTEMBER [*12*], 2047, WHETHER OR
NOT THE PRINCIPAL OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL,(2) THE
OBLIGATION OF THE CITY TO TRANSFER TO THE TRUSTEE NET REVENUES
CONSISTING OF CID SALES TAX REVENUES AND TDD SALES TAX REVENUES
DEPOSITED OR DEEMED TO HAVE BEEN DEPOSITED INTO THE RPA 2 SUBACCOUNT OF
THE EATS ACCOUNT OF THE SPECIAL ALLOCATION FUND TERMINATES ON THE DAY
BEFORE THE 23RD ANNIVERSARY OF THE EFFECTIVE DATE OF THE ORDINANCE
AUTHORIZING TAX INCREMENT FINANCING WITHIN RPA 2, (3) THE OBLIGATION OF
THE CID TO TRANSFER TO THE TRUSTEE NET REVENUES CONSISTING OF THE CID
PORTION OF CID SALES TAX REVENUES TERMINATES ON OCTOBER 11,2050(OR SUCH
LATER DATE TO WHICH THE TERM OF THE CID IS EXTENDED), WHETHER OR NOT
THE PRINCIPAL OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL AND(4)THE
OBLIGATION OF THE TDD TO TRANSFER TO THE TRUSTEE NET REVENUES
CONSISTING OF THE TDD PORTION OF TDD SALES TAX REVENUES TERMINATES ON
A-2
MARCH 31,2065,WHETHER OR NOT THE PRINCIPAL OF OR INTEREST ON THE BONDS
HAS BEEN PAID IN FULL.
The Series 2024 Bonds are subject to redemption as follows:
(a) Optional Redemption. The Series 2024 Bonds are subject to optional redemption by the
Authority, at the written direction of the City, in whole or in part on any date set forth below, at the
redemption prices set forth below(expressed as a percentage of the principal amount being redeemed),plus
accrued interest to the redemption date:
Redemption Dates Redemption Prices
November 1,2029 through October 31,2030 103%
November 1,2030 through October 31, 2031 102
November 1, 2031 through October 31,2032 101
November 1, 2032 and thereafter 100
(b) Special Mandatory Redemption.
(1) The Series 2024 Bonds are subject to special mandatory redemption by the
Authority on any Bond Payment Date on and after May 1, 2026, in order of maturity, at the
redemption price of 100% of the principal amount being redeemed, plus accrued interest to the
redemption date, in an amount equal to the amount (after deducting amounts required for the
payment of Series 2024 Bonds previously called for redemption pursuant to Section 302(a) of the
Indenture)that is on deposit in the Series 2024 Subaccount of the Redemption Account of the Debt
Service Fund 40 days before each Bond Payment Date (or if such date is not a Business Day,the
immediately preceding Business Day).
(2) The Series 2024 Bonds are subject to special mandatory redemption by the
Authority, in whole but not in part, on any date if moneys in(A)the Revenue Fund, (B)the Series
2024 Subaccounts of the Debt Service Account and the Redemption Account of the Debt Service
Fund and(C) the Series 2024 Account of the Debt Service Reserve Fund are sufficient to redeem
all of the Series 2024 Bonds at the redemption price of 100%of the principal amount thereof, plus
accrued interest to the redemption date.
Series 2024 Bonds shall be redeemed only in Authorized Denominations. When less than all of
the Outstanding Series 2024 Bonds are to be redeemed and paid prior to maturity, such Series 2024 Bonds
or portions of Series 2024 Bonds to be redeemed shall be selected in Authorized Denominations by the
Trustee in such equitable manner as it may determine.
If any of the Series 2024 Bonds are to be called for redemption as aforesaid,notice of redemption,
unless waived, is to be given by the Trustee by mailing an official redemption notice by first-class mail,
postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the
Owner of each Series 2024 Bond to be redeemed at the address shown on the Register as of the date of such
notice, as more fully described in the Indenture. Notice of redemption having been given as aforesaid,the
Series 2024 Bonds or portions of Series 2024 Bonds so to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified, and from and after such date(unless the
Authority defaults in the payment of the redemption price) such Series 2024 Bonds or portions of Series
2024 Bonds shall cease to bear interest,shall no longer be secured by the Indenture and shall not be deemed
to be Outstanding under the provisions of the Indenture. Any defect in any notice or the failure of any
A-3
Person to receive any notice of redemption shall not cause any Series 2024 Bond called for redemption to
remain Outstanding.
The Series 2024 Bonds are being issued by means of a book-entry system with no physical
distribution of bond certificates to be made except as provided in the Indenture. One bond certificate for
each maturity,registered in the nominee name of the Securities Depository, is being issued and required to
be deposited with the Securities Depository and immobilized in its custody or that of the Trustee as the
Securities Depository's "FAST"Agent. The book-entry system will evidence positions held in the Series
2024 Bonds by the Securities Depository's Participants, beneficial ownership of the Series 2024 Bonds in
authorized denominations being evidenced in the records of such Participants. Transfers of ownership shall
be effected on the records of the Securities Depository and its Participants. The Trustee and the Authority
will recognize the Securities Depository nominee,while the registered Owner of this Bond,as the owner of
this Bond for all purposes, including(a)payments of principal of,redemption premium, if any,and interest
on this Bond, (b)notices and(c)voting. Transfers of principal and interest to Participants of the Securities
Depository will be the responsibility of such Participants and other nominees of Beneficial Owners. The
Trustee and the Authority will not be responsible or liable for such transfers of payments or for maintaining,
supervising or reviewing the records maintained by the Securities Depository, the Securities Depository
nominee, its Participants or Persons acting through such Participants. While the Securities Depository
nominee is the registered Owner of this Bond, notwithstanding the provision hereinabove contained,
payments of principal of,redemption premium,if any,and interest on this Bond shall be made in accordance
with existing arrangements among the Securities Depository,the Trustee and the Authority.
EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL BOND MAY
BE TRANSFERRED, IN WHOLE.BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A
NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond and beneficial interests herein
may only be purchased by or transferred to an Approved Investor.
The Series 2024 Bonds and the interest thereon are special, limited obligations of the Authority
payable solely from the Pledged Revenues and other moneys pledged thereto and held by the Trustee as
provided in the Indenture and are secured by a transfer, pledge and assignment of and a grant of a security
interest in the Trust Estate to the Trustee and in favor of the Owners of the Series 2024 Bonds,as provided
in the Indenture.
The Series 2024 Bonds and interest thereon shall not be deemed to constitute a debt or liability of
the State or any political subdivision thereof within the meaning of any State constitutional provision or
statutory limitation and shall not constitute a pledge of the full faith and credit of the Authority, the State
or any political subdivision thereof but shall be payable solely from the funds provided for in the Financing
Agreement and in the Indenture. The issuance of the Series 2024 Bonds shall not, directly, indirectly or
contingently, obligate the State or any political subdivision thereof to levy any form of taxation therefor or
to make any appropriation for their payment. None of the City,the CID or the TDD shall,in any event,be
liable for the payment of the principal of,redemption premium,if any,or interest on the Series 2024 Bonds
or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever that may
be undertaken by the Authority. No breach by the Authority of any such pledge, mortgage, obligation or
agreement may impose any liability,pecuniary or otherwise, upon the City,the CID,the TDD or the State
or any charge upon their general credit or against their taxing power. The Authority has no taxing power.
The Series 2024 Bonds are issuable in the form of fully-registered bonds in the denomination of
$5,000 or any integral multiple thereof.
A-4
This Bond may be transferred or exchanged, as provided in the Indenture, only upon the Register
kept by the Trustee, upon surrender of this Bond together with a written instrument of transfer satisfactory
to the Trustee duly executed by the Owner or the Owner's duly authorized agent, whereupon a new Bond
of the same series and maturity and in the same outstanding principal amount as this Bond shall be issued
to the transferee in exchange therefor as provided in the Indenture and upon payment of the charges therein
prescribed. The Authority and the Trustee may deem and treat the Person in whose name this Bond is
registered on the Register as the absolute owner hereof for the purpose of receiving payment of, or on
account of,the principal or redemption price hereof and interest due hereon and for all other purposes.
This Bond shall not be valid or binding on the Authority or be entitled to any security or benefit
under the Indenture until the Certificate of Authentication hereon has been executed by the Trustee.
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to
exist, happen and be performed precedent to and in the issuance of the Series 2024 Bonds have existed,
happened and been performed in due time, form and manner as required by law.
IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
COUNTY OF CAPE GIRARDEAU, MISSOURI, has executed this Bond by causing it to be signed by
the manual or facsimile signature of its President or Vice President and attested by the manual or facsimile
signature of its Secretary or Assistant Secretary,and its official seal to be affixed hereto or imprinted hereon,
and this Bond to be dated as of the Dated Date shown above.
Registration Date: THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF CAPE
GIRARDEAU,MISSOURI
CERTIFICATE OF AUTHENTICATION
By:
This Bond is one of the Series 2024 Bonds President
described in the within-mentioned Indenture.
UMB BANK,N.A., (SEAL)
as Trustee
ATTEST:
By: By:
Authorized Signatory Secretary
A-5
ASSIGNMENT
FOR VALUE RECEIVED,the undersigned sells,assigns and transfers unto
(Print or Type Name,Address and Social
Security Number or other Taxpayer Identification Number of Transferee)
the within Series 2024 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
agent to transfer the within Series 2024 Bond on the books kept by
the Trustee for the registration thereof,with full power of substitution in the premises.
Dated: .
NOTICE: The signature to this assignment must
correspond with the name of the Registered
Owner as it appears on the face of the within
Series 2024 Bond in every particular.
Medallion Signature Guarantee:
A-6
EXHIBIT B
FORM OF WRITTEN REQUEST FOR PAYMENT OF COSTS OF ISSUANCE
REQUEST NO. DATE:
WRITTEN REQUEST FOR PAYMENT OF COSTS OF ISSUANCE --
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
COUNTY OF CAPE GIRARDEAU, MISSOURI, TAX INCREMENT
AND SPECIAL DISTRICT REVENUE BONDS (WEST PARK MALL
REDEVELOPMENT PROJECT), SERIES 2024
To: UMB Bank,N.A.
2 South Broadway, Suite 600
St. Louis,Missouri 63102
Attention: Corporate Trust Department
as Trustee under the Trust Indenture dated as of September 1, 2024 (the "Indenture"), between
The Industrial Development Authority of the County of Cape Girardeau, Missouri (the "Authority"), and
said Trustee
Pursuant to Section 404 of the Indenture, the Authority requests payment from the Series 2024
Account of the Project Fund in accordance with this request and said Section 404 and hereby states and
certifies as follows:
1. The date and number of this request are as set forth above.
2. All terms in this request shall have and are used with the meanings specified in the
Indenture.
3. The names of the Persons to whom the payments requested hereby are due,the amounts to
be paid and the description of the costs for which each obligation requested to be paid
hereby was incurred are as set forth on Attachment I.
4. Each item for which payment is requested is a proper cost of issuance that was incurred in
connection with the issuance of the Series 2024 Bonds. The amount of this request is justly
due and owing and has not been the subject of any previous requisition from the Series
2024 Account of the Project Fund.
B-1
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF CAPE
GIRARDEAU,MISSOURI
By:
Authorized Authority Representative
APPROVED BY:
CITY OF CAPE GIRARDEAU,MISSOURI
By:
Authorized City Representative
B-2
ATTACHMENT I
TO WRITTEN REQUEST FOR PAYMENT OF COSTS OF ISSUANCE -- THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF CAPE
GIRARDEAU,MISSOURI, TAX INCREMENT AND SPECIAL DISTRICT REVENUE
BONDS (WEST PARK MALL REDEVELOPMENT PROJECT), SERIES 2024
REQUEST NO. DATE:
SCHEDULE OF PAYMENTS REQUESTED
Payee and Address Amount Description
B-3
EXHIBIT C
ADDITIONAL BONDS REDEMPTION AMOUNTS AND
MINIMUM CUMULATIVE ADDITIONAL BONDS REDEMPTION AMOUNTS
[Note:amounts shown will correspond to the "expectations case"set forth in the Official Statement.]
Payment Additional Bonds Minimum Cumulative Additional
Date Redemption Amount Bonds Redemption Amounts
05/01/25
11/01/25
05/01/26
11/01/26
05/01/27
11/01/27
05/01/28
11/01/28
05/01/29
11/01/29
05/01/30
11/01/30
05/01/31
11/01/31
05/01/32
11/01/32
05/01/33
11/01/33
05/01/34
11/01/34
05/01/35
11/01/35
05/01/36
11/01/36
05/01/37
11/01/37
05/01/38
11/01/38
05/01/39
11/01/39
05/01/40
11/01/40
05/01/41
11/01/41
05/01/42
11/01/42
05/01/43
11/01/43
C-1
05/01/44
11/01/44
05/01/45
11/01/45
05/01/46
11/01/46
05/01/47
11/01/47
05/01/48
11/01/48
05/01/49
11/01/49
05/01/50
11/01/50
05/01/51
11/01/51
05/01/52
11/01/52
05/01/53
11/01/53
05/01/54
C-2
EXHIBIT D
SCHEDULED REDEMPTION AMOUNTS AND
MINIMUM CUMULATIVE SCHEDULED REDEMPTION AMOUNTS
[Note: amounts shown will correspond to the "stress test"set forth in the Official Statement.]
Payment Scheduled Minimum Cumulative Scheduled
Date Redemption Amount Redemption Amounts
05/01/25
11/01/25
05/01/26
11/01/26
05/01/27
11/01/27
05/01/28
11/01/28
05/01/29
11/01/29
05/01/30
11/01/30
05/01/31
11/01/31
05/01/32
11/01/32
05/01/33
11/01/33
05/01/34
11/01/34
05/01/35
11/01/35
05/01/36
11/01/36
05/01/37
11/01/37
05/01/38
11/01/38
05/01/39
11/01/39
05/01/40
11/01/40
05/01/41
11/01/41
05/01/42
11/01/42
05/01/43
11/01/43
05/01/44
D-1
11/01/44
05/01/45
11/01/45
05/01/46
11/01/46
05/01/47
11/01/47
05/01/48
11/01/48
05/01/49
11/01/49
05/01/50
11/01/50
05/01/51
11/01/51
05/01/52
11/01/52
05/01/53
11/01/53
05/01/54
D-2
GILMORE&BELL,P.C.
DRAFT-AUGUST 9,2024
FINANCING AGREEMENT
Dated as of September 1,2024
among
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF CAPE GIRARDEAU,MISSOURI,
the
CITY OF CAPE GIRARDEAU,MISSOURI,
the
RCC COMMUNITY IMPROVEMENT DISTRICT,
the
RCC TRANSPORTATION DEVELOPMENT DISTRICT
and
RIVER CITY CENTRE,LLC
Relating to
$[*Principal Amount*]
Tax Increment and Special District Revenue Bonds
(West Park Mall Redevelopment Project)
Series 2024
Certain rights, title and interest of The Industrial.Development Authority of the County of Cape
Girardeau, Missouri, in this Financing Agreement have been pledged and assigned to UMB Bank,
N.A.,St.Louis,Missouri,as Trustee under a Trust Indenture dated as of September 1,2024,between
the Authority and the Trustee.
FINANCING AGREEMENT
TABLE OF CONTENTS
Paae
Parties 1
Recitals 1
ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
Section 1.1. Definitions of Words and Terms 2
Section 1.2. Rules of Interpretation 2
Section 1.2. Revisions to Redevelopment Agreement and Cooperation Agreement 3
ARTICLE II
' REPRESENTATIONS
Section 2.1. Representations by the Authority 3
Section 2.2. Representations by the City 4
Section 2.3. Representations by the CID 5
Section 2.4. Representations by the TDD 5
Section 2.5. Representations by the Developer 6
Section 2.6. Survival of Representations 6
ARTICLE III
ISSUANCE OF THE BONDS; TRANSFER OF REVENUES
Section 3.1. Issuance of Bonds 7
Section 3.2. Transfer of Revenues 7
ARTICLE IV
NET REVENUES
Section 4.1. Special Allocation Fund 8
Section 4.2. Use of Special Allocation Fund 9
Section 4.3. Collection of Revenues; Covenant Regarding Real Property Tax Abatement 9
Section 4.4. Covenant to Request Appropriations 10
Section 4.5. Enforcement of Agreements 11
ARTICLE V
GENERAL COVENANTS AND PROVISIONS
Section 5.1. Continuing Disclosure 11
Section 5.2. Tax Covenants 12
Section 5.3. Obligations Under Indenture 12
(i)
ARTICLE VI
ASSIGNMENT
Section 6.1. Assignment by the Authority 12
Section 6.2. Restriction on Transfer of Authority's Interests 12
Section 6.3. Restriction on Transfer of City, CID and TDD Interests 12
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1. Events of Default Defined 12
Section 7.2. Remedies on an Event of Default 13
Section 7.3. No Remedy Exclusive 13
Section 7.4. Parties to Give Notice of an Event of Default 14
Section 7.5. Performance of the City and District Obligations 14
Section 7.6. Remedial Rights Assigned to the Trustee 14
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Authorized Representatives 14
Section 8.2. Term of Financing Agreement 14
Section 8.3. Notices 14
Section 8.4. Performance Date Not a Business Day 15
Section 8.5. Binding Effect 15
Section 8.6. Amendments, Changes and Modifications 15
Section 8.7. Execution in Counterparts 15
Section 8.8. No Pecuniary Liability 15
Section 8.9. Extent of Covenants;No Personal or Pecuniary Liability 15
Section 8.10. General Limitation 16
Section 8.11. Severability 16
Section 8.12. Governing Law 16
Section 8.13. Electronic Means 16
Signatures and Seals 17
Exhibit A—Form of City Monthly Report 1
Exhibit B—Form of CID/TDD Monthly Report 1
(ii)
FINANCING AGREEMENT
THIS FINANCING AGREEMENT, dated as of September 1, 2024 (this "Financing
Agreement"), among THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF
CAPE GIRARDEAU, MISSOURI, a public corporation duly organized and validly existing under the
Constitution and laws of the State of Missouri (the `Authority"), the CITY OF CAPE GIRARDEAU,
MISSOURI,an incorporated political subdivision duly organized and validly existing under its charter and
the Constitution and laws of the State of Missouri (the "City"), the RCC COMMUNITY
IMPROVEMENT DISTRICT, a community improvement district and political subdivision duly
organized and validly existing under the Constitution and laws of the State of Missouri (the "CID"), the
RCC TRANSPORTATION DEVELOPMENT DISTRICT, a transportation development district and
political subdivision duly organized and validly existing under the Constitution and laws of the State of
Missouri (the "TDD") and RIVER CITY CENTRE, LLC, a Missouri limited liability company (the
"Developer"). (All capitalized terms used, but not otherwise defined, herein shall have the meanings
ascribed in the Trust Indenture dated as of September 1, 2024 between the Authority and UMB Bank,N.A.,
as trustee (the "Indenture'), as may be amended or supplemented from time to time).
WITNESSETH:
1. The Authority is authorized and empowered under Chapter 349 of the Revised Statutes of
Missouri (the "Act") to issue bonds for the purpose of paying all or part of the cost of any "project," as
defined in the Act.
2. The City is authorized and empowered under the Real Property Tax Increment Allocation
Redevelopment Act, Sections 99.800 to 99.865 of the Revised Statutes of Missouri (the "TIF Act"), to
implement redevelopment projects and to provide for the costs thereof.
3. In accordance with the requirements of the TIF Act,the City Council of the City adopted:
A. Ordinance No. 5685 on October 2, 2023, approving the RCC Tax Increment
Financing Redevelopment Plan(the "Redevelopment Plan")and designating the "Redevelopment
Area"described therein as a redevelopment area under the TIF Act; and
B. Ordinance No. 5692 on October 16,2023 approving a Redevelopment Agreement
between the City and the Developer, regarding the implementation of the Redevelopment Plan.
The Redevelopment Agreement was executed as of October 27, 2023 (the "Redevelopment
Agreement").
4. On October 2, 2023,the City Council of the City adopted Ordinance No. 5686 approving
a petition for the establishment of the CID in accordance with Sections 67.1401 to 67.1571 of the Revised
Statutes of Missouri(the "CID Act").
5. On December 12, 2023,the Board of Directors of the CID adopted Resolution No. 2023-
12 approving a Cooperation Agreement (the "Cooperation Agreement") among the City, the Developer,
the CID and the TDD.
6. On March 18, 2024, the City Council of the City adopted Ordinance No. 5743 approving
the Cooperation Agreement.
7. On August_,2024,the Board of Directors of the CID adopted Resolution No. (a)
approving the form of the Indenture and authorizing the issuance of the Series 2024 Bonds, (b) approving
this Financing Agreement, and(c) approving other documents related to the Series 2024 Bonds.
8. On August , 2024, the Board of Directors of the TDD adopted Resolution No.
(a) approving the Cooperation Agreement, (b) approving the form of the Indenture and authorizing the
issuance of the Series 2024 Bonds, (c) approving this Financing Agreement, and (d) approving other
documents related to the Series 2024 Bonds.
9. On September_,2024,the City Council of the City adopted:
A. Ordinance No. approving a redevelopment project for the portion of the
Redevelopment Area described in the Redevelopment Plan as RPA 1 (the "RPA 1 Redevelopment
Project"), which includes the redevelopment of a part of the northeastern portion of the shopping
center now known as West Park Mall; and
B. Ordinance No. (1)approving the form of the Indenture and authorizing the
issuance of the Authority's Tax Increment and Special District Revenue Bonds (West Park Mall
Redevelopment Project), Series 2024 (the "Series 2024 Bonds"), (2) approving this Financing
Agreement and(3) approving other documents related to the Series 2024 Bonds.
10. On , 2024, the Board of Directors of the Authority adopted Resolution
No. (a)approving the Indenture,this Financing Agreement and other documents related to the Series
2024 Bonds and(b) authorizing the issuance of the Series 2024 Bonds, for the purpose of(1)reimbursing
the Developer for certain costs relating to the redevelopment of West Park Mall,(2)funding a debt service
reserve fund to secure the Series 2024 Bonds, (3)funding capitalized interest on the Series 2024 Bonds,
and(4)paying the costs of issuance of the Series 2024 Bonds.
11. Pursuant to the foregoing,the Authority,the City,the CID,the TDD and the Developer are
authorized to execute and deliver this Financing Agreement for the purpose of securing the Series 2024
Bonds and any Additional Bonds(together,the "Bonds")hereafter issued by the Authority.
NOW,THEREFORE,in consideration of the premises and the mutual representations,covenants
and agreements herein contained, the Authority, the City,the CID,the TDD and the Developer do hereby
represent,covenant and agree as follows:
ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
Section 1.1. Definitions of Words and Terms. Capitalized terms not defined in this Financing
Agreement shall have the meanings set forth in the Indenture.
Section 1.2. Rules of Interpretation. For all purposes of this Financing Agreement,except as
otherwise expressly provided or unless the context otherwise requires:
(a) Words ofthe masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders.
-2-
(b) Words importing the singular number shall include the plural and vice versa, and
words importing persons shall include firms, associations and corporations, including public
bodies,as well as natural persons.
(c) The table of contents hereto and the headings and captions herein are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Financing Agreement.
(d) Terms used in an accounting context and not otherwise defined shall have the
meaning ascribed to them by generally accepted principles of accounting.
(e) Whenever an item or items are listed after the word"including,"such listing is not
intended to be a listing that excludes items not listed.
(f) Wherever in this Financing Agreement it is provided that any party shall or will
make any payment or perform or refrain from performing any act or obligation,each such provision
shall,even though not so expressed,be construed as an express covenant to make such payment or
to perform, or not to perform, as the case may be, such act or obligation.
(g) All references in this Financing Agreement to designated"articles,""sections"and
other subdivisions are, unless otherwise specified, to the designated articles, sections and other
subdivisions of this Financing Agreement as originally executed. The words "herein," "hereof,"
"hereunder," and other words of similar import refer to this Financing Agreement as a whole and
not to any particular article, section or other subdivision.
Section 1.3. Revisions to Redevelopment Agreement and Cooperation Agreement. The
parties agree that, until the Bonds are deemed to be paid within the meaning of Article IX of the Indenture
and provision has been made for paying all other sums payable under this Financing Agreement and the
Indenture, the terms of this Financing Agreement shall supersede any inconsistent provisions in the
Redevelopment Agreement or the Cooperation Agreement.
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Authority. The Authority represents and warrants as
follows:
(a) Organization and Authority. The Authority (1) is a public corporation duly
organized and validly existing under the Constitution and laws of the State of Missouri, (2) has
lawful power and authority to enter into, execute and deliver this Financing Agreement, the
Indenture and all other documents required to be executed and delivered by it in connection with
the issuance of the Bonds(collectively,the "Authority Documents")and to carry out its obligations
hereunder and thereunder, and (3)by all necessary action has been duly authorized to execute and
deliver this Financing Agreement and the other Authority Documents, acting by and through its
duly authorized officers. Neither the execution and delivery of this Financing Agreement or the
other Authority Documents by the Authority nor compliance by the Authority with its obligations
under this Financing Agreement or the other Authority Documents requires the approval of any
regulatory body or other entity whose approval has not been obtained.
-3-
(b) No Defaults or Violations of Law. The execution and delivery of this Financing
Agreement and the other Authority Documents by the Authority will not conflict with or result in
a breach of any of the terms of,or constitute a default under,any indenture,mortgage,deed of trust,
lease or other material agreement or instrument to which the Authority is a party or by which it or
any of its property is bound or its bylaws or any of the constitutional or statutory laws, rules or
regulations applicable to the Authority or its property.
(c) No Litigation. There is no litigation or proceeding pending or, to the knowledge
of the Authority, threatened against the Authority or any other Person affecting the right of the
Authority to execute or deliver this Financing Agreement or the other Authority Documents or the
ability of the Authority to comply with its obligations under this Financing Agreement or the other
Authority Documents.
(d) No Conflicts of Interest. No member of the Board of Directors of the Authority or
any other officer of the Authority has any significant or conflicting interest,financial,employment
or otherwise, in the City, the CID, the TDD, the RPA 1 Redevelopment Project, the CID Project,
the TDD Project or the transactions contemplated hereby.
Section 2.2. Representations by the City. The City represents and warrants as follows:
(a) Organization and Authority. The City(1)is an incorporated political subdivision
duly organized and validly existing under its charter and the Constitution and laws of the State of
Missouri, (2) has lawful power and authority to enter into, execute and deliver this Financing
Agreement and all other documents required to be executed and delivered by it in connection with
the issuance of the Bonds (collectively, the "City Documents") and to carry out its obligations
hereunder and thereunder, and(3)by all necessary action has been duly authorized to execute and
deliver this Financing Agreement and the other City Documents, acting by and through its duly
elected City Council. Neither the execution and delivery of this Financing Agreement or the other
City Documents by the City nor compliance by the City with its obligations under this Financing
Agreement or the other City Documents requires the approval of any regulatory body or other entity
whose approval has not been obtained.
(b) No Defaults or Violations of Law. The execution and delivery of this Financing
Agreement and the other City Documents by the City will not conflict with or result in a breach of
any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or
other material agreement or instrument to which the City is a party or by which it or any of its
property is bound or its charter or any of the constitutional or statutory laws, rules or regulations
applicable to the City or its property.
(c) Public Purpose. The RPA 1 Redevelopment Project is permitted by the TIF Act
and is in furtherance of the City's public purposes.
(d) No Litigation. There is no litigation or proceeding pending or, to the knowledge
of the City,threatened against the City or any other Person affecting the right of the City to execute
or deliver this Financing Agreement or the other City Documents or the ability of the City to comply
with its obligations under this Financing Agreement or the other City Documents.
(e) No Conflicts of Interest. No member of the City Council has any significant or
conflicting interest, financial, employment or otherwise, in the CID, the TDD, the RPA 1
Redevelopment Project,the CID Project,the TDD Project or the transactions contemplated hereby.
-4-
Section 2.3. Representations by the CID. The CID represents and warrants as follows:
(a) Organization and Authority. The CID (1) is a community improvement district
and political subdivision duly organized and validly existing under the Constitution and laws of the
State of Missouri, (2) has lawful power and authority to enter into, execute and deliver this
Financing Agreement and all other documents required to be executed and delivered by it in
connection with the issuance of the Bonds (collectively, the "CID Documents") and to carry out
its obligations hereunder and thereunder, and (3)by all necessary action has been duly authorized
to execute and deliver this Financing Agreement and the other CID Documents, acting by and
through its duly authorized directors. Neither the execution and delivery of this Financing
Agreement or the other CID Documents by the CID nor compliance by the CID with its obligations
under this Financing Agreement or the other CID Documents requires the approval of any
regulatory body or other entity whose approval has not been obtained.
(b) No Defaults or Violations of Law. The execution and delivery of this Financing
Agreement and the other CID Documents by the CID will not conflict with or result in a breach of
any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or
other material agreement or instrument to which the CID is a party or by which it or any of its
property is bound or its bylaws or any of the constitutional or statutory laws, rules or regulations
applicable to the CID or its property.
(c) Public Purpose. The CID Project is permitted by the CID Act and is in furtherance
of the CID's public purposes. •
(d) No Litigation. There is no litigation or proceeding pending or, to the knowledge
of the CID,threatened against the CID or any other Person affecting the right of the CID to execute
or deliver this Financing Agreement or the other CID Documents or the ability of the CID to comply
with its obligations under this Financing Agreement or the other CID Documents.
Section 2.4. Representations by the TDD. The TDD represents and warrants as follows:
(a) Organization and Authority. The TDD(1)is a transportation development district
and political subdivision duly organized and validly existing under the Constitution and laws of the
State of Missouri, (2) has lawful power and authority to enter into, execute and deliver this
Financing Agreement and all other documents required to be executed and delivered by it in
connection with the issuance of the Bonds (collectively, the "TDD Documents") and to carry out
its obligations hereunder and thereunder, and(3) by all necessary action has been duly authorized
to execute and deliver this Financing Agreement and the other TDD Documents, acting by and
through its duly authorized directors. Neither the execution and delivery of this Financing
Agreement or the other TDD Documents by the TDD nor compliance by the TDD with its
obligations under this Financing Agreement or the other TDD Documents requires the approval of
any regulatory body or other entity whose approval has not been obtained.
(b) No Defaults or Violations of Law. The execution and delivery of this Financing
Agreement and the other TDD Documents by the TDD will not conflict with or result in a breach
of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease
or other material agreement or instrument to which the TDD is a party or by which it or any of its
property is bound or its bylaws or any of the constitutional or statutory laws, rules or regulations
applicable to the TDD or its property.
-5-
(c) Public Purpose. The TDD Project is permitted by the TDD Act and is in
furtherance of the TDD's public purposes.
(d) No Litigation. There is no litigation or proceeding pending or, to the knowledge
of the TDD, threatened against the TDD or any other Person affecting the right of the TDD to
execute or deliver this Financing Agreement or the other TDD Documents or the ability of the TDD
to comply with its obligations under this Financing Agreement or the other TDD Documents.
Section 2.5. Representations by the Developer. The Developer represents and warrants as
follows:
(a) Organization and Authority. The Developer(1) is limited liability company duly
organized and validly existing under the laws of the State of Missouri, (2) has lawful power and
authority to enter into, execute and deliver this Financing Agreement and all other documents
required to be executed and delivered by it in connection with the issuance of the Bonds
(collectively, the "Developer Documents") and to carry out its obligations hereunder and
thereunder, and (3) by all necessary action has been duly authorized to execute and deliver this
Financing Agreement and the other Developer Documents, acting by and through its duly
authorized individuals. Neither the execution and delivery of this Financing Agreement or the other
Developer Documents by the Developer nor compliance by the Developer with its obligations
under this Financing Agreement or the other Developer Documents requires the approval of any
regulatory body or other entity whose approval has not been obtained.
(b) No Defaults or Violations of Law. The execution and delivery of this Financing
Agreement and the other Developer Documents by the Developer will not conflict with or result in
a breach of any of the terms of,or constitute a default under,any indenture,mortgage,deed of trust,
lease or other material agreement or instrument to which the Developer is a party or by which it or
any of its property is bound or its articles or organization or operation agreement or any of the
constitutional or statutory laws, rules or regulations applicable to the Developer or its property.
(c) No Litigation. There is no litigation or proceeding pending or, to the knowledge
of the Developer, threatened against the Developer or any other Person affecting the right of the
Developer to execute or deliver this Financing Agreement or the other Developer Documents or
the ability of the Developer to comply with its obligations under this Financing Agreement or the
other Developer Documents.
Section 2.6. Survival of Representations. All representations of the Authority, the City, the
CID, the TDD and the Developer contained in this Financing Agreement or in any certificate or other
instrument delivered by any such party pursuant to this Financing Agreement or any other Authority
Document, City Document, CID Document, TDD Document or Developer Document, or in connection
with the transactions contemplated hereby or thereby, shall survive the execution and delivery thereof and
the issuance, sale and delivery of the Bonds as representations of facts existing as of the date of execution
and delivery of the instruments containing such representations.
-6-
ARTICLE III
ISSUANCE OF THE BONDS; TRANSFER OF REVENUES
Section 3.1. Issuance of Bonds. To provide funds for the purposes set forth in the Recitals to
this Financing Agreement,the Authority agrees that it will issue, sell and deliver the Series 2024 Bonds to
the Purchaser as provided in the Indenture. The net proceeds of the sale of the Series 2024 Bonds shall be
paid to the Trustee for the account of the Authority. The net proceeds shall be disbursed in accordance with
Article IV of the Indenture. Upon the request of the City,the Developer,the CID or the TDD and subject
to Section 209 of the Indenture,the Authority agrees to reasonably consider the issuance,sale and delivery
of Additional Bonds and apply the proceeds of the Additional Bonds as provided in the Supplemental
Indenture entered into in connection with the issuance of the Additional Bonds.
Section 3.2. Transfer of Revenues.
(a) On the 15th calendar day of each month (or the next Business Day thereafter if the 15th
calendar day is not a Business Day)while the Bonds are Outstanding,the City shall transfer to the Trustee
for application pursuant to Section 402(a) of the Indenture:
(1) all Net Revenues consisting of moneys on deposit into the RPA 1 Subaccount of
the PILOTS Account of the Special Allocation Fund;
(2) all Net Revenues consisting of moneys on deposit or deemed to have been
deposited into the RPA 1 Subaccount of the EATS Account of the Special Allocation Fund,except
as otherwise provided in the definition of Net Revenues; and
(3) all Net Revenues consisting of the TIF Portion of CID Sales Tax Revenues and the
TIF Portion of TDD Sales Tax Revenues on deposit or deemed to have been deposited into the
RPA 2 Subaccount of the EATS Account of the Special Allocation Fund.
On such date,the City shall also submit to the Trustee a written report in substantially the form attached as
Exhibit A. The City hereby pledges such revenues to the timely payment of all amounts due and owing
under the Indenture, subject to annual appropriation of the Economic Activity Taxes. The foregoing
provisions shall not be construed to impose any legal obligation on the City to appropriate moneys for the
payment of the Bonds.
(b) On the 15th calendar day of each month (or the next Business Day thereafter if the 15th
calendar day is not a Business Day)while the Bonds are Outstanding,the CID shall transfer,or cause to be
transferred,to the Trustee for application pursuant to Section 402(b)of the Indenture:
(1) all Net Revenues consisting of the CID Portion of CID Sales Tax Revenues;and
(2) all Net Revenues consisting of the TIF Portion of CID Sales Tax Revenues.
The parties agree that the TIF Portion of CID Sales Tax Revenues will be deemed to have first been
transferred to the City for deposit into the EATS Account of the Special Allocation Fund and then
transferred by the City to the Trustee pursuant to(a)(2) or(a)(3)above, but that the CID may transfer such
moneys directly to the Trustee for administrative efficiency. On such date, the CID shall also submit, or
cause to be submitted, a written report in substantially the form attached as Exhibit B. The CID hereby
pledges such revenues to the timely payment of all amounts due and owing under the Indenture, subject to
-7-
annual appropriation of the CID Portion of CID Sales Tax Revenues. The foregoing provisions shall not
be construed to impose any legal obligation on the CID to appropriate moneys for the payment of the Bonds.
(c) On the 15th calendar day of each month (or the next Business Day thereafter if the 15th
calendar day is not a Business Day) while the Bonds are Outstanding, the TDD shall transfer, or cause to
be transferred,to the Trustee for application pursuant to Section 402(b) of the Indenture:
(1) all Net Revenues consisting of the TDD Portion of TDD Sales Tax Revenues; and
(2) all Net Revenues consisting of the TIF Portion of TDD Sales Tax Revenues.
The parties agree that the TIF Portion of TDD Sales Tax Revenues will be deemed to have first been
transferred to the City for deposit into the EATS Account of the Special Allocation Fund and then
transferred by the City to the Trustee pursuant to(a)(2)or(a)(3)above,but that the TDD may transfer such
moneys directly to the Trustee for administrative efficiency. On such date, the TDD shall also submit, or
cause to be submitted, a written report in substantially the form attached as Exhibit B. The TDD hereby
pledges such revenues to the timely payment of all amounts due and owing under the Indenture, subject to
annual appropriation of the TDD Portion of TDD Sales Tax Revenues. The foregoing provisions shall not
be construed to impose any legal obligation on the TDD to appropriate moneys for the payment of the
Bonds.
(d) NOTWITHSTANDING ANY PROVISION HEREIN OR IN THE BONDS TO THE
CONTRARY AND EXCEPT AS NECESSARY TO CORRECT ADMINISTRATIVE ERROR,
(1)THE OBLIGATION OF THE CITY TO TRANSFER TO THE TRUSTEE NET REVENUES
CONSISTING OF PAYMENTS IN LIEU OF TAXES AND ECONOMIC ACTIVITY TAXES
GENERATED WITHIN RPA 1 TERMINATES ON SEPTEMBER [*12*], 2047, WHETHER OR
NOT THE PRINCIPAL OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL,(2)THE
OBLIGATION OF THE CITY TO TRANSFER TO THE TRUSTEE NET REVENUES •
CONSISTING OF CID SALES TAX REVENUES AND TDD SALES TAX REVENUES
DEPOSITED OR DEEMED TO HAVE BEEN DEPOSITED INTO THE RPA 2 SUBACCOUNT OF
THE EATS ACCOUNT OF THE SPECIAL ALLOCATION FUND TERMINATES ON THE DAY
BEFORE THE 23RD ANNIVERSARY OF THE EFFECTIVE DATE OF THE ORDINANCE
AUTHORIZING TAX INCREMENT FINANCING WITHIN RPA 2, (3) THE OBLIGATION OF
THE CID TO TRANSFER TO THE TRUSTEE NET REVENUES CONSISTING OF THE CID
PORTION OF CID SALES TAX REVENUES TERMINATES ON OCTOBER 11,2050(OR SUCH
LATER DATE TO WHICH THE TERM OF THE CID IS EXTENDED), WHETHER OR NOT
THE PRINCIPAL OF OR INTEREST ON THE BONDS HAS BEEN PAID IN FULL AND(4)THE
OBLIGATION OF THE TDD TO TRANSFER TO THE TRUSTEE NET REVENUES
CONSISTING OF THE TDD PORTION OF TDD SALES TAX REVENUES TERMINATES ON
MARCH 31,2065,WHETHER OR NOT THE PRINCIPAL OF OR INTEREST ON THE BONDS
HAS BEEN PAID IN FULL.
ARTICLE IV
NET REVENUES
Section 4.1. Special Allocation Fund. The City has previously established and shall hold the
Special Allocation Fund in accordance with the provisions of the TIF Act, subject to the pledge of certain
accounts therein to the Trustee pursuant to this Financing Agreement and the Indenture. The Special
Allocation Fund, and the accounts therein, shall be segregated on the books and records of the City and
-8-
shall be kept separate and apart on the books and records of the City from all other moneys,revenues,funds
and accounts of the City and shall not be commingled with any other moneys,revenues,funds or accounts
of the City.
Section 4.2. Use of Special Allocation Fund.
(a) The RPA 1 Subaccounts of the PILOTS Account and the EATS Account of the Special
Allocation Fund shall be maintained and administered by the City solely for the purposes provided herein
and in the Indenture until the earlier of(1) the discharge of the Indenture in accordance with Article IX
thereof or(2) September [*12*], 2047 (except as may be necessary to correct administrative error).
(b) If the City adopts tax increment financing within any other RPA while the Bonds are
Outstanding, the Subaccounts of the PILOTS Account and the EATS Account of the Special Allocation
Fund attributable to such RPA shall be maintained and administered by the City solely for the purposes
provided herein and in the Indenture until the earlier of(1) the discharge of the Indenture in accordance
with Article IX thereof or (2) the day before the 23rd anniversary of the effective date of the ordinance
authorizing tax increment financing within such RPA(except as may be necessary to correct administrative
error).
(c) The City shall, immediately upon receipt thereof, deposit all Payments in Lieu of Taxes
received by it in the RPA 1 Subaccount of the PILOTS Account of the Special Allocation Fund. The City
shall thereafter transfer all Net Revenues on deposit in the RPA 1 Subaccount of the PILOTS Account of
the Special Allocation Fund to the Trustee pursuant to Section 3.2.
(d) The City shall, immediately upon receipt thereof, deposit all Economic Activity Taxes
generated within RPA 1 in the RPA 1 Subaccount of the EATS Account of the Special Allocation Fund.
The City shall thereafter transfer all Net Revenues on deposit in the RPA 1 Subaccount of the EATS
Account of the Special Allocation Fund to the Trustee pursuant to Section 3.2.
(e) The City shall, immediately upon receipt thereof, deposit all Economic Activity Taxes
generated within RPA 2 in the RPA 2 Subaccount of the EATS Account of the Special Allocation Fund.
The City shall thereafter transfer all Net Revenues consisting of CID Sales Tax Revenues and TDD Sales
Tax Revenues deposited or deemed to have been deposited in the RPA 2 Subaccount of the EATS Account
of the Special Allocation Fund to the Trustee pursuant to Section 3.2.
(f) Notwithstanding any provision of the Redevelopment Agreement or the Cooperation
Agreement to the contrary, the City, the CID, the TDD and the Developer hereby acknowledge and agree
that the terms of the Indenture relating to the transfer and application of Net Revenues shall control.
•
(g) The Authority, the City, the CID and the TDD each covenant and agree that it will not
authorize or issue bonds, notes or other obligations,senior to or on parity with the Bonds,payable from Net
Revenues,except for the Bonds.
Section 4.3. Collection of Revenues; Covenant Regarding Real Property Tax Abatement.
(a) The City shall comply with the provisions of the Redevelopment Agreement relating to the
collection of Payments in Lieu of Taxes and Economic Activity Taxes in such manner as the City deems
prudent and advisable in its good faith discretion.
(b) The CID may, in its sole discretion, take such action as the CID deems appropriate to
(1) cause the Missouri Department of Revenue to collect the CID Sales Tax and (2) cause retailers to pay
-9-
the CID Sales Tax. The CID hereby agrees that the Trustee may take such lawful action within its control
to cause the Missouri Department of Revenue to collect the CID Sales Tax and to cause retailers to pay the
CID Sales Tax.
(c) The TDD may, in its sole discretion, take such action as the TDD deems appropriate to
(1)cause the Missouri Department of Revenue to collect the TDD Sales Tax and(2)cause retailers to pay
the TDD Sales Tax. The TDD hereby agrees that the Trustee may take such lawful action within its control
to cause the Missouri Department of Revenue to collect the TDD Sales Tax and to cause retailers to pay
the TDD Sales Tax.
(d) The City covenants and agrees that it will not authorize or grant real property tax abatement
within RPA 1 while the Bonds are Outstanding.
Section 4.4. Covenant to Request Appropriations.
(a) The City covenants and agrees that the officer of the City at any time charged with the
responsibility of formulating budget proposals is hereby directed to include in the budget proposal
submitted to the City Council for each fiscal year of the City that the Bonds are Outstanding,a request for
an appropriation of the Net Revenues as set forth in Sections 3.2(a)(2) and 3.2(a)(3) for transfer to the
Trustee for deposit in the Revenue Fund at the times and in the manner provided in Section 402 of the
Indenture. Any funds appropriated as the result of such a request shall be transferred by the City to the
Trustee at the times and in the manner provided in Section 3.2 hereof and Section 402 of the Indenture.
(b) The CID covenants and agrees that the officer or agent of the CID at any time charged with
the responsibility of formulating budget proposals is hereby directed to include in the budget proposal
submitted to the Board of Directors of the CID for each fiscal year of the CID that the Bonds are Outstanding
a request for an appropriation of the Net Revenues as set forth in Section 3.2(b). Any funds appropriated
as the result of such a request shall be transferred by the CID to the Trustee at the times and in the manner
provided in Section 3.2 hereof and Section 402 of the Indenture.
(c) The TDD covenants and agrees that the officer or agent of the TDD at any time charged
with the responsibility of formulating budget proposals is hereby directed to include in the budget proposal
submitted to the Board of Directors of the TDD for each fiscal year of the TDD that the Bonds are
Outstanding a request for an appropriation of the Net Revenues as set forth in Section 3.2(c). Any funds
appropriated as the result of such a request shall be transferred by the TDD to the Trustee at the times and
in the manner provided in Section 3.2 hereof and Section 402 of the Indenture.
(d) The parties acknowledge that tax increment financing for the RPA 1 Redevelopment
Project expires on September [*12*], 2047. No Payments in Lieu of Taxes or Economic Activity Taxes
generated within RPA 1 will be paid to the Trustee after such date except as-may be necessary to correct
administrative error. .
(e) No CID Portion of CID Sales Tax Revenues will be paid to the Trustee after October 11,
2050 (or such later date to which the term of the CID is extended).
(f) No TDD Portion of TDD Sales Tax Revenues will be paid to the Trustee after
March 31,2065 except as may be necessary to correct administrative error.
-10-
Section 4.5. Enforcement of Agreements.
(a) The City shall enforce the provisions of the Redevelopment Agreement, and the City, the
CID and the TDD shall enforce the provisions of the Cooperation Agreement,in such manner as the parties
deem prudent and advisable in their good faith discretion.
(b) With respect to the collection or application of Net Revenues, the City, the CID and the
TDD,as applicable,shall notify the Trustee in writing of any material failure of performance,related to the
collection or application of Net Revenues, under the Redevelopment Agreement or the Cooperation
Agreement of which they have actual knowledge and what action(if any) such party proposes to take to
enforce available remedies. If, in the sole judgment of the Trustee,such action is less likely to be effective
than some other or additional action,the Trustee may so advise the City,the CID or the TDD,as applicable,
promptly in writing. If,within 30 days following advice by the Trustee that some other or additional action
would be more effective,the applicable party has not taken such other or additional action,and the Trustee
has not,after consultation with the applicable party,withdrawn such advice,upon receipt of indemnification
satisfactory to it, the Trustee is hereby authorized to take such action as the Trustee may deem most
expedient and in the interest of the Owners of the Bonds. In furtherance of the rights granted to the Trustee
by this Section,and with respect to the collection or application of Net Revenues,the City,the CID and the
TDD hereby assign to the Trustee all of the rights they may have in the enforcement of the Redevelopment
Agreement and the Cooperation Agreement,with respect to the collection or application of Net Revenues,
further authorizing the Trustee in its own name or in the name of the City, the CID or the TDD, as
applicable, to bring such actions, employ such counsel, execute such documents and do such other things
as may in the judgment of the Trustee be necessary or appropriate under the circumstance at the expense of
the Trust Estate. The City reserves exclusive control over enforcement of all terms of the Redevelopment
Agreement and the Cooperation Agreement that do not directly relate to the collection or application of Net
Revenues.
(c) The City, the CID and the TDD shall not modify, amend or waive any provision of the
Redevelopment Agreement or the Cooperation Agreement,to the extent that any such provision relates to
the collection or application of Net Revenues, without the prior written consent of the Trustee, whose
consent shall not be unreasonably withheld or delayed. The Trustee may withhold its consent to any such
proposed modification, amendment or waiver of the Redevelopment Agreement or the Cooperation
Agreement if the proposed modification, amendment or waiver (1) may materially adversely affect the
security for the Bonds, the interests of the Owners thereof or the exclusion of interest on the Bonds from
gross income of the Owners thereof for federal income tax purposes or(2)imposes additional duties on the
Trustee, without reasonable provision for compensation, that were not contemplated upon the original
execution of the Indenture. The Trustee shall be entitled to receive and rely upon an Opinion of Counsel
as to whether any such proposed modification, amendment or waiver (A) may materially adversely affect
the security for the Bonds,the interests of the Owners thereof or the exclusion of interest on the Bonds from
gross income of the Owners thereof for federal income tax purposes or(B)imposes additional duties on the
Trustee, without reasonable provision for compensation, that were not contemplated upon the original
execution of the Indenture.
ARTICLE V
GENERAL COVENANTS AND PROVISIONS
Section 5.1. Continuing Disclosure. The CID and the TDD covenant and agree that they will
execute and deliver continuing disclosure agreements or undertakings that will satisfy Rule 15c2-12
-11-
promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (17
C.F.R. § 240.15c2-12) (as in effect and interpreted from time to time, the "Rule") and will observe and
perform the covenants and agreements contained therein,unless amended or terminated in accordance with
the provisions thereof, for the benefit of the Owners or beneficial owners from time to time of the
Outstanding Bonds as therein provided. Notwithstanding any other provision of this Financing Agreement,
the failure of the CID or the TDD to comply with the continuing disclosure agreement or undertaking shall
not be considered an event of default under this Financing Agreement or under the Indenture.
Section 5.2. Tax Covenants. The City,the CID,the TDD and the Authority covenant and agree
to comply with all provisions and requirements of the Tax Compliance Agreement executed in connection
with the issuance of the Bonds.
Section 5.3. Obligations Under Indenture. The City hereby agrees to assume the obligations
imposed on it under the Indenture.
ARTICLE VI
ASSIGNMENT
Section 6.1. Assignment by the Authority. The Authority, by means of the Indenture and as
security for the payment of the principal of, redemption premium, if any, and interest on the Bonds, will
assign, pledge and grant a security interest in all of its rights, title and interests in, to and under this
Financing Agreement to the Trustee for the benefit of the Owners (reserving its Unassigned Authority's
Rights).
Section 6.2. Restriction on Transfer of Authority's Interests. The Authority will not sell,
assign,transfer or convey its interests in this Financing Agreement or the Net Revenues except pursuant to
the Indenture and this Financing Agreement.
Section 6.3. Restriction on Transfer of City, CID and TDD Interests. The City, the CID
and the TDD will not sell, assign,transfer or convey their respective interests in the Net Revenues or this
Financing Agreement.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1. Events of Default Defined. The term "Event of Default" shall mean any one or
more of the following events:
(a) Failure by the City,the CID or the TDD to timely transfer revenues to the Trustee
pursuant to Section 3.2 for a period of 10 days after written notice of such failure has been given
to the applicable party by the Trustee.
(b) Failure by the City, the CID or the TDD to observe and perform any covenant,
condition or agreement on the part of the applicable party under this Financing Agreement, other
than as referred to in the preceding subparagraph(a) of this Section, for a period of 30 days after
written notice of such default has been given to the applicable party by the Trustee or the Authority,
during which time such default is neither cured by the applicable party nor waived in writing by
-12-
the Trustee,provided that, if the failure stated in the notice cannot be corrected within said 30-day
period, the City, the CID or the TDD, as applicable, shall be granted additional time to cure the
default so long as corrective action is instituted by the applicable party within the 30-day period
and diligently pursued to completion.
(c) The filing by the City, the CID or the TDD of a voluntary petition in bankruptcy,
or failure by the City,the CID or the TDD to promptly lift any execution,garnishment or attachment
of such consequence as would impair the ability of the applicable party to carry on its operation,or
adjudication of the applicable party as a bankrupt, or assignment by the City,the CID or the TDD
for the benefit of creditors, or the entry by the City, the CID or the TDD into an agreement of
composition with creditors, or the approval by a court of competent jurisdiction of a petition
applicable to the City, the CID or the TDD in any proceedings instituted under the provisions of
federal bankruptcy law, or under any similar acts which may hereafter be enacted.
(d) Any representation or warranty by the City, the CID, the TDD or the Developer
herein or in any certificate or other instrument delivered under or pursuant to this Financing
Agreement or the Indenture or in connection with the financing contemplated herein shall prove to
have been false, incorrect, misleading or breached in any material respect on the date when made,
unless waived in writing by the Trustee or cured by the City,the CID, the TDD or the Developer,
as applicable,within 30 days after notice thereof has been given to the applicable party.
(e) The occurrence of an Event of Default as specified in Section 701 of the Indenture.
Section 7.2. Remedies on an Event of Default.
(a) Whenever any Event of Default has occurred and is continuing,the Trustee,as the assignee
of the Authority,may take any one or more of the remedial steps set forth in the Indenture;provided that if
the principal of all Bonds then Outstanding and the interest accrued thereon has been declared immediately
due and payable pursuant to the provisions of Section 702 of the Indenture, the Trustee may immediately
proceed to take whatever other action at law or in equity is necessary and appropriate to exercise or to cause
the exercise of the rights and powers set forth herein or in the Indenture as may appear necessary or desirable
to collect the amounts payable pursuant to this Financing Agreement then due and thereafter to become due
or to enforce the performance and observance of any obligation, agreement or covenant of the City, the
CID or the TDD under this Financing Agreement or the Indenture.
(b) Any amount collected pursuant to action taken under this Section shall be paid to the
Trustee and applied in accordance with Section 708 of the Indenture.
(c) Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in
its opinion will or might cause it to expend time or money or otherwise incur liability, unless and until
indemnity satisfactory to the Trustee has been furnished to the Trustee,at no cost or expense to the Trustee,
except as otherwise provided in Section 801(1) of the Indenture.
Section 7.3. No Remedy Exclusive. No remedy herein conferred or reserved is intended to be
exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given under this Financing Agreement or now or hereafter
existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing
upon an Event of Default shall impair any such right or power or shall be construed to be a waiver thereof,
but any such right or power may be exercised from time to time and as often as may be deemed expedient.
To entitle the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give
any notice, other than such notice as may be herein expressly required.
-13-
Section 7.4. Parties to Give Notice of an Event of Default. The Authority,the City,the CID,
the TDD and the Developer shall each promptly give to the Trustee written notice of any Event of Default
of which such party,as the case may be,has actual knowledge or written notice,however,no party shall be
liable for failing to give such notice.
Section 7.5. Performance of the City,the CID and TDD Obligations. If the City, the CID
or the TDD fails to keep or perform any of its obligations as provided in this Financing Agreement, then
the Trustee may(but shall not be obligated so to do),upon the continuance of such failure on the applicable
party's part for 30 days after notice of such failure is given to the applicable party by the Trustee, and
without waiving or releasing the applicable party from any obligation hereunder, as an additional but not
exclusive remedy, perform any such obligation, and all necessary incidental costs and expenses incurred
by the Trustee in performing such obligations shall be paid to the Trustee in accordance with Section 402
and Section 802 of the Indenture.
Section 7.6. Remedial Rights Assigned to the Trustee. Upon the execution and delivery of
the Indenture, the Authority will thereby have assigned to the Trustee all rights and remedies conferred
upon or reserved to the Authority by this Financing Agreement other than the Unassigned Authority's
Rights. The Trustee shall have the exclusive right to exercise such rights and remedies conferred upon or
reserved to the Authority by this Financing Agreement in the same manner and to the same extent as the
Authority, but under the limitations and conditions imposed hereby. The Trustee shall be deemed a third-
party creditor beneficiary of all representations,warranties, covenants and agreements contained herein.
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Authorized Representatives. -Whenever under this Financing Agreement the
approval of the Authority, the City, the CID or the TDD is required or a party is required or permitted to
take some action, such approval shall be given or such action shall be taken by the Authorized Authority
Representative,the Authorized City Representative,the Authorized CID Representative or the Authorized
TDD Representative, as applicable, and the Trustee shall be authorized to act on any such approval or
action.
Section 8.2. Term of Financing Agreement. This Financing Agreement shall be effective
from and after its execution and delivery and shall continue in full force and effect until the Bonds are
deemed to be paid within the meaning of Article IX of the Indenture and provision has been made for
paying all other sums payable under this Financing Agreement and the Indenture.
Section 8.3. Notices. All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed given when delivered by hand delivery or overnight delivery service
or on the third day following the day on which the same has been mailed by registered or certified mail,
postage prepaid, addressed as specified in Section 1102 of the Indenture, except that any of the foregoing
given to the Trustee shall be effective only upon receipt. A duplicate copy of each notice, certificate or
other communication given hereunder to any party mentioned in said Section 1102 shall be given to all
other parties mentioned therein(other than the Owners of the Bonds unless a copy is required to be furnished
to them by other provisions of this Financing Agreement or the Indenture). The Authority; the City, the
CID, the TDD, the Developer or the Trustee may, by notice given hereunder, designate any further or
different addresses to which subsequent notices,certificates or other communications shall be sent to it.
-14-
Section 8.4. Performance Date Not a Business Day. If any date for the payment of principal
of, or redemption premium, if any, or interest on the Bonds or the taking of any other action hereunder is
not a Business Day,then such payment shall be due,or such action shall be taken,on the first Business Day
thereafter with the same force and effect as if made on the date fixed for payment or performance.
Section 8.5. Binding Effect. This Financing Agreement shall inure to the benefit of and shall
be binding upon the parties hereto and their respective successors and assigns.
Section 8.6. Amendments,Changes and Modifications. Except as otherwise provided in this
Financing Agreement or in the Indenture,subsequent to the issuance of the Series 2024 Bonds and prior to
all of the Bonds being deemed to be paid in accordance with Article IX of the Indenture and provision
being made for the payment of all sums payable under the Indenture in accordance with Article IX thereof,
this Financing Agreement may not be effectively amended, changed, modified, altered or terminated
without the prior concurring written consent of the Trustee,given in accordance with the Indenture.
Section 8.7. Execution in Counterparts. This Financing Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 8.8. No Pecuniary Liability. Notwithstanding the language or implication of any
provision, representation, covenant or agreement to the contrary,no provision, representation, covenant or
agreement contained in this Financing Agreement, the Indenture or the Bonds, or any obligation herein or
therein imposed upon the Authority, the City, the CID, the TDD or the Developer, or the breach thereof,
shall constitute or give rise to or impose upon the Authority,the City,the CID,the TDD or the Developer
a pecuniary liability(except to the extent of any Net Revenues actually received by the City,the CID or the
TDD and appropriated to the payment of the Bonds). No provision hereof shall be construed to impose a
charge against the general credit of the Authority, the City, the CID, the TDD or the Developer or any
personal or pecuniary liability upon any director, officer, agent, governing body member or employee of
the Authority,the City,the CID,the TDD or the Developer.
Section 8.9. Extent of Covenants; No Personal or Pecuniary Liability.
(a) All covenants, obligations and agreements of the Authority contained in this Financing
Agreement and the Indenture shall be effective to the extent authorized and permitted by applicable law.
No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of
any present orfuture director,officer,agent or employee of the Authority in other than his official capacity,
no official executing the Bonds shall be liable personally on the Bonds and no present or future director,
officer, agent or employee of the Authority shall be subject to any personal liability or accountability by
reason of the issuance of the Bonds or by reason of the covenants, obligations or agreements of the
Authority contained in this Financing Agreement or in the Indenture.
(b) All covenants,obligations and agreements of the City,the CID,the TDD and the Developer
contained in this Financing Agreement shall be effective to the extent authorized and permitted by
applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant,obligation or
agreement of any present or future governing body member,officer,director,agent or employee of the City,
the CID, the TDD or the Developer in other than his official capacity, and no present or future governing
body member,officer, director,agent or employee of the City,the CID,the TDD or the Developer shall be
subject to any personal liability or accountability by reason of the issuance of the Bonds or by reason of the
covenants, obligations or agreements of the City, the CID, the TDD or the Developer contained in this
Financing Agreement.
-15-
Section 8.10. General Limitation. ANY OTHER TERM OR PROVISION OF THIS
FINANCING AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH
THE TRANSACTION WHICH IS THE SUBJECT HEREOF TO THE CONTRARY
NOTWITHSTANDING, NONE OF THE CITY, THE CID, THE TDD OR THE AUTHORITY SHALL
BE REQUIRED TO TAKE OR OMIT TO TAKE, OR REQUIRE ANY OTHER PERSON OR ENTITY
TO TAKE OR OMIT TO TAKE, ANY ACTION WHICH WOULD CAUSE IT OR ANY PERSON OR
ENTITY TO BE,OR RESULT IN IT OR ANY PERSON OR ENTITY BEING,IN VIOLATION OF ANY
LAW OF THE STATE.
Section 8.11. Severability. If any provision of this Financing Agreement is held or deemed to
be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions
or in all jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or
any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not
have the effect of rendering the provision in question inoperative or unenforceable in any other case or
circumstances, or of rendering any other provision or provisions herein contained invalid, inoperative or
unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or
sections in this Financing Agreement contained shall not affect the remaining portions of this Financing
Agreement, or any part thereof.
Section 8.12. Governing Law. This Financing Agreement shall be governed by and construed
in accordance with the laws of the State of Missouri.
Section 8.13. Electronic Means. The parties agree that the transaction described herein may be
conducted and related documents may be sent,received and stored by electronic means. Copies,telecopies,
facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be
authentic and valid counterparts of such original documents for all purposes, including the filing of any
claim, action or suit in the appropriate court of law.
[Remainder of Page Intentionally Left Blank]
-16-
•
IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
COUNTY OF CAPE GIRARDEAU, MISSOURI,the CITY OF CAPE GIRARDEAU, MISSOURI,
the RCC COMMUNITY IMPROVEMENT DISTRICT, the RCC TRANSPORTATION
DEVELOPMENT DISTRICT and RIVER CITY CENTRE, LLC have caused this instrument to be
executed on their behalf all as of the date first above written.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF CAPE
GIRARDEAU,MISSOURI
By:
President
[SEAL]
ATTEST:
Secretary
[Financing Agreement]
-17-
CITY OF CAPE GIRARDEAU,MISSOURI
By:
City Manager
[SEAL]
ATTEST:
City Clerk
[Financing Agreement]
-18-
RCC COMMUNITY IMPROVEMENT
DISTRICT
By:
Chairman
[SEAL]
ATTEST:
By:
Secretary
[Financing Agreement]
-19-
RCC TRANSPORTATION
DEVELOPMENT DISTRICT
By:
Chairman
[SEAL]
ATTEST:
By:
Secretary
[Financing Agreement]
-20-
RIVER CITY CENTRE,LLC
By:
Name: Lucas M. Haley
Title: Authorized Agent
Financing Agreement
-21-
EXHIBIT A
FORM OF CITY MONTHLY REPORT
UMB Bank,N.A.
2 South Broadway, Suite 600
St. Louis,Missouri 63102
Attention: Corporate Trust Department
Re: The Industrial Development Authority of the County of Cape Girardeau, Missouri, Tax
Increment and Special District Revenue Bonds(West Park Mall Redevelopment Project),
Series 2024
Ladies and Gentlemen:
The City herewith transfers to the Trustee the following sums that were received by the City during
the month of , [year]:
$ Net Revenues constituting Payments in Lieu of Taxes
(for deposit into the PILOTS Account of the Revenue Fund)
$ Net Revenues constituting Economic Activity Taxes
(for deposit into the EATS Account of the Revenue Fund)
All moneys so received, totaling $ , have-been transferred to UMB Bank, N.A., as
trustee (the"Trustee"), under the Trust Indenture dated as of September 1, 2024,between the Trustee and
The Industrial Development Authority of the County of Cape Girardeau(the"Indenture").
Except as otherwise provided herein, the capitalized terms used herein shall have the meanings
provided in the Indenture.
CITY OF CAPE GIRARDEAU,MISSOURI
By:
Title:
cc: Stifel,Nicolaus& Company, Incorporated
EXHIBIT B
FORM OF CID/TDD MONTHLY REPORT
UMB Bank,N.A.
2 South Broadway, Suite 600
St.Louis,Missouri 63102
Attention: Corporate Trust Department
Re: The Industrial Development Authority of the County of Cape Girardeau, Missouri, Tax
Increment and Special District Revenue Bonds(West Park Mall Redevelopment Project),
Series 2024
Ladies and Gentlemen:
The [*CID/TDD*] herewith transfers to the Trustee the following sums that were received by the
[*CID/TDD*] during the month of , [year]:
$ Net Revenues constituting TIF Portion of [*CID/TDD*] Sales Tax
Revenues(for deposit into the EATS Account of the Revenue Fund)
$ Net Revenues constituting[*CID/TDD*]Portion of[*CID/TDD*] Sales
Tax Revenues (for deposit into the [*CID/TDD*] Revenues Account of
the Revenue Fund)
All moneys so received, totaling $ , have been transferred to UMB Bank, N.A., as
trustee (the "Trustee"), under the Trust Indenture dated as of September 1, 2024, between the Trustee and
The Industrial Development Authority of the County of Cape Girardeau(the"Indenture").
Except as otherwise provided herein, the capitalized terms used herein shall have the meanings
provided in the Indenture.
RCC [*COMMUNITY IMPROVEMENT/
TRANSPORTATION DEVELOPMENT*]
DISTRICT
By:
Title:
cc: Stifel, Nicolaus &Company, Incorporated
CONSENT OF CITY
The City of Cape Girardeau, Missouri, hereby consents to the First Supplemental Trust Indenture
dated as of December 1, 2025, between The Industrial Development Authority of the County of Cape
Girardeau, Missouri, and UMB Bank, N.A., as trustee.
Date: December 15, 2025.
CITY OF CAPE GIRARDEAU, MISSOURI
By:
Kenneth :in, City Manager
GILMORE & BELL, P.C.
DRAFT — SEPTEMBER _, 2025
FOR DISCUSSION PURPOSES ONLY
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF CAPE GIRARDEAU, MISSOURI
and
UMB BANK, N.A.,
as Trustee
FIRST SUPPLEMENTAL TRUST INDENTURE
Dated as of October 1, 2025
Relating to:
$27,600,000
The Industrial Development Authority of the County of Cape Girardeau, Missouri
Tax Increment and Special District Revenue Bonds
Series 2024
(West Park Mall Redevelopment Project)
TRUST INDENTURE
TABLE OF CONTENTS
Exhibit A - Form of Series 2025 Bonds
Exhibit B - Cumulative Redemption Amounts for Series 2025 Bonds
(i)
Page
Parties.............................................................................................................................
l
Recitals...........................................................................................................................
I
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions of Words and Terms....................................................................................2
ARTICLE II
THE SERIES 2025 BONDS
Section 2.01.
Description of Series 2025 Bonds ................................
Error! Bookmark not defined.
Section 2.02.
Additional Bonds.........................................................
Error! Bookmark not defined.
ARTICLE III
REDEMPTION OF BONDS
Section 3.01.
Redemption of Bonds ..................................................
Error! Bookmark not defined.
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01.
Funds and Accounts; Application of Series 2025 Bond ProceedsError! Bookmark not defined.
Section 4.02.
Project Fund.................................................................
Error! Bookmark not defined.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01.
Applicability of Original Indenture................................................................................2
Section5.02.
Severability....................................................................................................................2
Section 5.03.
Execution in Counterparts..............................................................................................3
Section5.04.
Governing Law..............................................................................................................3
Section 5.05.
Electronic Transaction...................................................................................................3
Section 5.06.
Anti -Discrimination Against Israel Act.........................................................................3
Signaturesand Seals......................................................................................................4
Exhibit A - Form of Series 2025 Bonds
Exhibit B - Cumulative Redemption Amounts for Series 2025 Bonds
(i)
FIRST SUPPLEMENTAL TRUST INDENTURE
THIS FIRST SUPPLEMENTAL TRUST INDENTURE (this "First Supplemental
Indenture ") is made and entered into as of October 1, 2025, by and between THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE COUNTY OF CAPE GIRARDEAU, MISSOURI, a
public corporation duly organized and validly existing under the Constitution and laws of the State of
Missouri (the "Authority"), and UMB BANK, N.A., a national banking association duly organized and
existing and authorized to accept and execute trusts of the character herein set out under the laws of the
United States of America, and having a corporate trust office located in St. Louis, Missouri, as trustee (the
"Trustee"). Capitalized words and terms not defined in this First Supplemental Indenture shall have the
meanings set forth in the Trust Indenture dated as of September 1, 2024 between the Authority and the
Trustee (the "Original Indenture ").
RECITALS:
1. The Authority and the Trustee entered into the Original Indenture in connection with the
issuance of the Authority's $27,600,000 Tax Increment and Special District Revenue Bonds (West Park
Mall Redevelopment Project), Series 2024 (the "Series 2024 Bonds ").
2. Pursuant to the Original Indenture and the Financing Agreement associated therewith, the
RCC Community Improvement District (the "CID") and the RCC Transportation Development District
(the "TDD ") are required, subject to annual appropriation, to transfer the CID Portion of CID Sales Tax
Revenues and the TDD Portion of TDD Sales Tax Revenues, respectively, to the Trustee for application
as provided in Section 402 of the Original Indenture.
3. As contemplated by the Original Indenture, CID Sales Tax Revenues necessary to fund
CID Annual Operating Costs and TDD Sales Tax Revenues necessary to find TDD Annual Operating
Costs would not be deposited in any fund or account established by the Original Indenture.
4. To lessen administrative burdens associated with the CID Annual Operating Costs and
TDD Annual Operating Costs, the Authority and the Trustee desire to enter into this First Supplemental
Indenture for the purpose of establishing an Operating Fund, and within such Operating Fund a CID
Account and a TDD Account, into which CID Sales Tax Revenues and TDD Sales Tax Revenues will be
deposited and withdrawn for the purpose of paying CID Annual Operating Costs and TDD Annual
Operating Costs.
5. Pursuant to Section 1001(g) of the Original Indenture, the Authority and the Trustee are
authorized to enter into supplemental indentures and supplemental financing agreements without the
consent of the Owners to make any change which, in the sole judgment of the Trustee, does not materially
adversely affect the interest of the Owners.
6. The City, the CID and the TDD have consented to the execution of this First
Supplemental Indenture, as required by the Original Indenture.
NOW THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
Section 1. Establishment of Operating Fund. There is hereby established an Operating
Fund, which shall contain a CID Account and a TDD Account, with the Trustee. Neither the Operating
Fund nor any account therein shall be part of the Trust Estate.
Section 2. Deposits to the Operating Fund.
(a) The Trustee shall deposit any funds identified in writing by the Authorized CID
Representative, not to exceed CID Annual Operating Costs for the applicable calendar year, into the CID
Account of the Operating Fund.
(b) The Trustee shall deposit any funds identified in writing by the Authorized TDD
Representative, not to exceed TDD Annual Operating Costs for the applicable calendar year, into the
TDD Account of the Operating Fund.
Section 3. Disbursements from the Operating Fund.
(a) Money in the CID Account of the Operating Fund shall be disbursed by the Trustee from
time to time upon receipt of a written request of the Authorized CID Representative to pay costs of
operating the CID, constructing, operating or maintaining the CID Project, paying the principal of or
interest on the Bonds, or any other lawful purpose of the CID.
(b) Money in the TDD Account of the Operating Fund shall be disbursed by the Trustee from
time to time upon receipt of a written request of the Authorized TDD Representative to pay costs of
operating the TDD, constructing, operating or maintaining the TDD Project, paying the principal of or
interest on the Bonds, or any other lawful purpose of the TDD.
(c) In making payments and disbursements pursuant to this Section, the Trustee may
conclusively rely upon the written requests and accompanying certificates and statements. The Trustee is
not required to make any independent inspection or investigation in connection with the matters set forth
in the written requests.
(d) Upon payment in full of (1) the principal of, redemption premium, if any, and interest due
on the Bonds (or provision has been made for the payment thereof as specified in this Indenture), (2) the
fees, charges and expenses of the Trustee and any Paying Agents and (3) any other amounts required to
be paid under this Indenture, all amounts remaining in the CID Account of the Operating Fund shall be
paid to the CID and all amounts remaining in the TDD Account of the Operating Fund shall be paid to the
TDD.
Section 4. Applicability of Original Indenture. Except as otherwise provided in this First
Supplemental Indenture, the provisions of the Original Indenture are hereby ratified, approved and
confirmed.
Section 5. Severability. If any provision of this First Supplemental Indenture is held or
deemed to be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or
jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or
provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such
circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable
in any other case or circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more
-2-
phrases, sentences, clauses or sections in this First Supplemental Indenture contained shall not affect the
remaining portions of this First Supplemental Indenture, or any part thereof.
Section 6. Execution in Counterparts. This First Supplemental 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.
Section 7. Governing Law. This First Supplemental Indenture shall be governed
exclusively by and construed in accordance with the applicable laws of the State.
Section 8. Electronic Means. The parties agree that the transaction described herein may
be conducted and related documents may be sent, received and stored by electronic means. Copies,
telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be
deemed to be authentic and valid counterparts of such original documents for all purposes, including the
filing of any claim, action or suit in the appropriate court of law.
Section 9. Anti -Discrimination Against Israel Act. Pursuant to Section 34.600 of the
Revised Statutes of Missouri, the Trustee certifies it is not currently engaged in and shall not, for the
duration of this First Supplemental Indenture, engage in a boycott of goods or services from the State of
Israel, companies doing business in or with the State of Israel or authorized by, licensed by, or organized
under the laws of the State of Israel, or persons or entities doing business in the State of Israel within the
meaning of Section 34.600 of the Revised Statutes of Missouri.
[Remainder of Page Intentionally Left Blank]
-3-
IN WITNESS WHEREOF, The Industrial Development Authority of the County of Cape
Girardeau, Missouri, has caused this First Supplemental Indenture to be signed in its name and behalf and
attested by its duly authorized officers, and to evidence its acceptance of the trusts hereby created, UMB
Bank, N.A., has caused these presents to be signed in its name and behalf by its duly authorized officer,
all as of the day and year first above written.
ATTEST:
Secretary
[First Supplemental Trust Indenture]
-4-
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF CAPE
GIRARDEAU, MISSOURI
President
[First Supplemental Trust Indenture]
-5-
UMB BANK, N.A., as Trustee
By:
Name:
Title: