Exhibit 10.29


 


Execution


 




 





 


TRUST INDENTURE


 


Between


 


STATE OF CONNECTICUT




and




FIRST UNION NATIONAL BANK




as Trustee


 


Dated

as of

March 1, 2000


 


relating to


 


State of Connecticut

Bradley International Airport

Special Obligation Parking Revenue Bonds


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
   

  
	
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.
  Definitions

  	
   

  	
  5

  
	
  Section 1.02.
  Interpretation

  	
   

  	
  19

  
	
  Section 1.03.
  Captions and Headings

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  
	
  AUTHORIZATION, TERMS AND DELIVERY OF BONDS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.
  Authorized Amount of Bonds

  	
   

  	
  21

  
	
  Section 2.02.
  Delivery of Series 2000 Bonds

  	
   

  	
  21

  
	
  Section 2.03.
  Conditions for Issuance of Additional Series of Bonds

  	
   

  	
  22

  
	
  Section 2.04.
  Delivery of Additional Series of Bonds

  	
   

  	
  23

  
	
  Section 2.05.
  Issuance of Subordinate Bonds

  	
   

  	
  25

  
	
  Section 2.06.
  Issuance of Other Obligations

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  
	
  TERMS OF BONDS GENERALLY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.
  Form of Bonds

  	
   

  	
  27

  
	
  Section 3.02.
  Variable Terms

  	
   

  	
  27

  
	
  Section 3.03.
  Execution and Authentication of Bonds

  	
   

  	
  27

  
	
  Section 3.04.
  Security for the Bonds

  	
   

  	
  28

  
	
  Section 3.05.
  Payment and Ownership of Bonds

  	
   

  	
  29

  
	
  Section 3.06.
  Transfer and Exchange of Bonds

  	
   

  	
  30

  
	
  Section 3.07.
  Mutilated, Lost, Wrongfully Taken or Destroyed Bonds

  	
   

  	
  31

  
	
  Section 3.08.
  Safekeeping and Cancellation of Bonds

  	
   

  	
  32

  
	
  Section 3.09.
  Book-Entry Bonds

  	
   

  	
  32

  
	
  Section 3.10.
  Nonpresentment of Bonds

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
   

  
	
  REDEMPTION OF BONDS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.
  Terms of Redemption of Bonds

  	
   

  	
  35

  
	
  Section 4.02.
  Partial Redemption

  	
   

  	
  35

  
	
  Section 4.03.
  Notice of Redemption

  	
   

  	
  35

  
	
  Section 4.04.
  Payment of Redeemed Bonds

  	
   

  	
  35

  



 

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
   

  
	
  FUNDS AND PAYMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.
  Creation of Funds

  	
   

  	
  37

  
	
  Section 5.02.
  Construction Fund

  	
   

  	
  38

  
	
  Section 5.03.
  Garage Gross Receipts Fund

  	
   

  	
  40

  
	
  Section 5.04.
  Debt Service Fund

  	
   

  	
  42

  
	
  Section 5.05.
  Debt Service Reserve Fund

  	
   

  	
  43

  
	
  Section 5.06.
  Garage Major Maintenance and Capital Improvement Fund

  	
   

  	
  45

  
	
  Section 5.07.
  Garage Surplus Fund

  	
   

  	
  45

  
	
  Section 5.08.
  State Payment Fund

  	
   

  	
  46

  
	
  Section 5.09.
  Demand for Payment under APCOA Guaranty

  	
   

  	
  46

  
	
  Section 5.10.
  Investment of Funds

  	
   

  	
  47

  
	
  Section 5.11.
  Rebate Fund

  	
   

  	
  48

  
	
  Section 5.12.
  Valuation

  	
   

  	
  48

  
	
  Section.5.13.
  

  	
  Further
  Application of Pledged Revenues; Application of Available Pledged Revenues;
  Payments to Funds

  	
   

  	
  49

  
	
  Section 5.14.
  Moneys to be Held in Trust

  	
   

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
   

  
	
  THE TRUSTEE, REGISTRAR, PAYING AGENTS AND AUTHENTICATING AGENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.
  Trustee’s Acceptance and Responsibilities

  	
   

  	
  51

  
	
  Section 6.02.
  Certain Rights and Obligations of the Trustee

  	
   

  	
  52

  
	
  Section 6.03.
  Fees, Charges and Expenses of Trustee, Registrar, Paying Agents and
  Authenticating Agents

  	
   

  	
  55

  
	
  Section 6.04.
  Intervention by Trustee

  	
   

  	
  55

  
	
  Section 6.05.
  Successor Trustee

  	
   

  	
  56

  
	
  Section 6.06.
  Appointment of Co-Trustee

  	
   

  	
  56

  
	
  Section 6.07.
  Resignation by the Trustee

  	
   

  	
  57

  
	
  Section 6.08.
  Removal of the Trustee

  	
   

  	
  57

  
	
  Section 6.09.
  Appointment of Successor Trustee

  	
   

  	
  57

  
	
  Section 6.10.
  Adoption of Authentication

  	
   

  	
  59

  
	
  Section 6.11.
  Registrars

  	
   

  	
  59

  
	
  Section 6.12.
  Designation and Succession of Paying Agents

  	
   

  	
  60

  
	
  Section 6.13.
  Designation and Succession of Authenticating Agents

  	
   

  	
  61

  
	
  Section 6.14.
  Dealing in Bonds

  	
   

  	
  62

  
	
  Section 6.15.
  Representations and Covenants of Trustee

  	
   

  	
  62

  
	
  Section 6.16.
  Right of Trustee to Pay Taxes and Other Charges

  	
   

  	
  62

  
	
  Section 6.17.
  State’s Right to Audit

  	
   

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
   

  
	
  EVENTS OF DEFAULT AND REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.
  Events of Default

  	
   

  	
  64

  
	
  Section 7.02.
  Notice of Default

  	
   

  	
  65

  
				



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 7.03.
  Remedies; Rights of Holders

  	
   

  	
  65

  
	
  Section 7.04.
  Right of Holders to Direct Proceedings

  	
   

  	
  66

  
	
  Section 7.05.
  Appointment of Receiver

  	
   

  	
  66

  
	
  Section 7.06.
  Application of Money

  	
   

  	
  67

  
	
  Section 7.07.
  Remedies Vested in Trustee

  	
   

  	
  68

  
	
  Section 7.08.
  Rights and Remedies of Holders

  	
   

  	
  68

  
	
  Section 7.09.
  Termination of Proceedings

  	
   

  	
  69

  
	
  Section 7.10.
  Waivers of Events of Default

  	
   

  	
  69

  
	
  Section 7.11.
  No Claims Against Trustee

  	
   

  	
  70

  
	
  Section 7.12.
  Provisions Subject to Applicable Law

  	
   

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
   

  
	
  REPRESENTATIONS, COVENANTS AND AGREEMENTS OF THE STATE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.
  Representations; Certain Covenants and Agreements

  	
   

  	
  71

  
	
  Section 8.02.
  Title to Garage

  	
   

  	
  72

  
	
  Section 8.03.
  After-Acquired Property, Further Assurances

  	
   

  	
  72

  
	
  Section 8.04.
  Special Covenants of the State

  	
   

  	
  72

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
   

  
	
  DEFEASANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01.
  Release of Indenture

  	
   

  	
  74

  
	
  Section 9.02.
  Payment and Discharge of Bonds

  	
   

  	
  74

  
	
  Section 9.03.
  Survival of Certain Provisions

  	
   

  	
  75

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
   

  
	
  SUPPLEMENTAL TRUST INDENTURES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.
  Supplemental Trust Indentures Not Requiring Consent of Holders

  	
   

  	
  77

  
	
  Section 10.02.
  Supplemental Trust Indentures Requiring Consent of Holders

  	
   

  	
  78

  
	
  Section 10.03.
  Authorization to Trustee; Effect of Supplement

  	
   

  	
  79

  
	
  Section 10.04.
  Opinion of Bond Counsel

  	
   

  	
  80

  
	
  Section 10.05.
  Modification by Unanimous Consent

  	
   

  	
  80

  
	
  Section 10.06.
  Consent of ABPC and APCOA

  	
   

  	
  80

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
   

  
	
  AMENDMENTS TO LEASE AND APCOA GUARANTY; SUBSTITUTE LEASE OR OPERATING
  AGREEMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.
  

  	
  Amendments
  to Lease and APCOA Guaranty Not Requiring Consent of Holders; Substitute
  Lease or Operating Agreement

  	
   

  	
  81

  
	
  Section 11.02.
  Amendments to Lease and APCOA Guaranty Requiring Consent of Holders

  	
   

  	
  81

  
	
  Section 11.03.
  Opinion of Bond Counsel

  	
   

  	
  81

  
	
  Section 11.04.
  Consent of Trustee

  	
   

  	
  82

  
				



 


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  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
   

  
	
  PARITY OBLIGATIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.01.
  Parity Obligations Permitted

  	
   

  	
  83

  
	
  Section 12.02.
  Parity Obligations

  	
   

  	
  83

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.01.
  Limitation of Rights

  	
   

  	
  85

  
	
  Section 13.02.
  Severability

  	
   

  	
  85

  
	
  Section 13.03.
  Notices

  	
   

  	
  85

  
	
  Section 13.04.
  Suspension of Mail

  	
   

  	
  86

  
	
  Section 13.05.
  Payments Due on Non-Business Days

  	
   

  	
  86

  
	
  Section 13.06.
  Instruments of Holders

  	
   

  	
  86

  
	
  Section 13.07.
  Priority of this Indenture

  	
   

  	
  87

  
	
  Section 13.08.
  Extent of Covenants; No Personal Liability

  	
   

  	
  87

  
	
  Section 13.09.
  Binding Effect

  	
   

  	
  87

  
	
  Section 13.10.
  Counterparts

  	
   

  	
  87

  
	
  Section 13.11.
  Governing Law

  	
   

  	
  87

  



 


iv

















 


TRUST INDENTURE


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


PROVIDED
FURTHER, HOWEVER, that if


 


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


 


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


 


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


 


3

















 


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


 


(Balance of page intentionally left blank)


 


4

















 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


“Airport”
means Bradley International Airport.


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6














 


Trustee
as security for the Bonds and may be enforced by the Trustee, alone or jointly
with the State, provided that, the State shall retain the right to enforce
those provisions of the Lease relating to the Surface Parking and to the
State’s right to receive indemnification and payment of its fees and expenses
and to enforce Sections 42, 46, 48 and 49 of the Lease.


 


“Assignment
Agreement” means the Assignment Agreement, dated as of March 1, 2000,
between ABPC, as assignor, and BAP, as assignee, as the same may be modified,
amended or supplemented from time to time in accordance with its terms.


 


“Assumed
Amortization Period” means, with respect to any Bonds or Parity Obligations the
principal and interest requirements of which are to be recast for purposes of a
calculation of the Annual Debt Service Requirements or in connection with the
incurrence of an Interim Obligation, the period of time not exceeding thirty
(30) years, set forth in an opinion delivered to the Trustee of an investment
banker selected by the Treasurer and experienced in underwriting or placing
obligations of the type being recast, or of another Person selected by the
Treasurer and experienced in the issuance and sale of obligations of such type,
as being the maximum period of time over which obligations having comparable
terms and security issued or incurred by an issuer of comparable credit
standing would, if then being offered, be marketable on reasonable and
customary terms.


 


“Assumed
Interest Rate” means, with respect to any Bonds or Parity Obligations that are
Variable Rate Obligations, the principal and interest requirements of which are
to be recast for purposes of a calculation of the Annual Debt Service
Requirements or in connection with the incurrence of an Interim Obligation, the
rate per annum determined, at the election of the State, pursuant to clause
(a) or clause (b) below:


 


(a) the rate per annum in effect for revenue
bonds of comparable maturity as published in The Bond Buyer Revenue Bond
Index as of a date within 30 calendar days of the date of the calculation
of Annual Debt Service Requirements; or


 


(b) the average rate per annum which was in
effect for 12 out of the last 18 months preceding the date of the calculation
of Annual Debt Service Requirements on such Variable Rate Obligations, or, if
no rate was in effect for such period of time, then, at the election of the
State, the average rate per annum in effect for any lesser period of time or
the rate per annum which was in effect on the date on which such Variable Rate Obligations
were issued or incurred, adjusted in each case to include the fee paid for any
letter of credit used to support or enhance such Variable Rate Obligations and
the remarketing fee paid to any Person who remarkets any Variable Rate
Obligations pursuant to a remarketing agreement.


 


“Authenticating
Agent” means the Trustee and the Registrar for the series of Bonds and any
other bank, trust company or other person designated as an Authenticating Agent
for such series of Bonds by or in accordance with Section 6.13 of this
Indenture, each of which shall be a transfer agent registered in accordance
with Section 17A(c) of the Securities Exchange Act of 1934, as
amended.


 


7

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


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


 


“Notice
Address” means:


 


	
  as
  to the State:

  	
  Office
  of the Treasurer

  
	
   

  	
  55
  Elm Street

  
	
   

  	
  Hartford,
  CT 06106

  Attn: Treasurer

  
	
   

  	
   

  
	
   

  	
  and
  to:

  
	
   

  	
   

  
	
   

  	
  Department
  of Transportation

  
	
   

  	
  2800
  Berlin Turnpike

  
	
   

  	
  P.O. Box
  317546

  
	
   

  	
  Newington,
  CT 06131-7546

  
	
   

  	
  Attn:
  Commissioner of Transportation

  
	
   

  	
   

  
	
  as
  to the Depository:

  	
  The
  Depository Trust Company

  
	
   

  	
  Call
  Notification Department

  Muni Reorganization Manager

  711 Stewart Avenue

  
	
   

  	
  Garden
  City, New York 11530

  
	
   

  	
   

  
	
  as
  to the Trustee:

  	
  First
  Union National Bank

  
	
   

  	
  10
  State House Square

  
	
   

  	
  Hartford,
  CT 06103-3698

  
	
   

  	
  Attn:
  Corporate Trust Administration

  



 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16














 


“Pledged
Funds” means, collectively, (a) with respect to any series of Parity
Bonds, the Garage Gross Receipts Fund, the Construction Fund, the Debt Service
Fund and the Garage Surplus Fund; and (b) with respect to a series of
Parity Bonds for which provision has been made in the Supplemental Indenture
for the funding of an account in the Debt Service Reserve Fund to secure that
series of Parity Bonds, “Pledged Funds” means those funds described in clause
(a) and that series account in the Debt Service Reserve Fund. “Pledged
Funds” shall not include the Rebate Fund, the Garage Major Maintenance and
Capital Improvement Fund, the State Payment Fund or any funds or accounts
created under the Custody Agreement.


 


“Pledged
Revenues” means the Garage Gross Receipts and the proceeds of the investment of
amounts on deposit in the Pledged Funds.


 


“Predecessor
Bond” of any particular Bond means every previous Bond evidencing all or a
portion of the same debt as that evidenced by the particular Bond. For the
purposes of this definition, any Bond authenticated and delivered under
Section 3.07 of this Indenture in lieu of a lost, stolen or destroyed Bond
shall be deemed to evidence, except as otherwise provided in Section 3.07
of this Indenture, the same debt as the lost, stolen or destroyed Bond.


 


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


 


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


 


“Purchase
Agreement” means, as to any series of Bonds, the bond purchase agreement
between the State and the purchaser of such series of Bonds.


 


“Rating
Service” means each rating agency assigning a rating to the Bonds or if such
rating agency shall be dissolved or no longer assigning credit ratings to long
term debt, then any other nationally recognized entity designated by the State
assigning credit ratings to long term debt.


 


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


 


“Register”
means the books kept and maintained by the Registrar for registration and
transfer of Bonds pursuant to Section 3.06 of this Indenture.


 


“Registrar”
means the Trustee, until a successor Registrar shall have become such pursuant
to applicable provisions of this Indenture. Any Registrar designated under this
Indenture shall be a transfer agent registered in accordance with
Section 17A(c) of the Securities Exchange Act of 1934, as amended.


 


“Regular
Record Date” means, as to each series of Bonds, each of the dates designated as
a Regular Record Date in the applicable Supplemental Indenture.


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“State”
means the State of Connecticut.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


(End of Article I)


 


20

















 


ARTICLE II


 


AUTHORIZATION, TERMS AND DELIVERY OF BONDS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


21

















 


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


 


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


 


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


 


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


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


25

















 


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


 


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


 


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


 


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


 


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


 


(End of Article II)


 


26

















 


ARTICLE III




TERMS OF BONDS GENERALLY


 


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


 


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


 


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


 


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


 


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


 


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


 


27














 


Section 3.04.
Security for the Bonds. Bonds issued under this Indenture shall be
special obligations of the State payable from, and secured by, the sources
described herein. Debt Service on all Bonds shall be equally and ratably
payable from, and secured by a pledge of and lien on, the Assigned Lease
Rights, the APCOA Guaranty (as to APCOA’s obligation thereunder to make
Guarantor Payments), the Pledged Revenues and the Pledged Funds as provided in
this Indenture, except as otherwise provided with respect to the separate
accounts of the Debt Service Reserve Fund, and except as otherwise provided
herein in connection with Subordinate Bonds. However, any pledge or assignment
of or lien on any fund, account, receivables, revenues, money or other
intangible property not in the custody of the Trustee shall be valid and
enforceable only to the extent permitted by law. The State covenants that it
will promptly pay from such sources the Debt Service on every Bond issued under
the provisions of this Indenture at the places, on the dates and in the manner
provided herein and in said Bonds, according to the true intent and meaning
thereof.


 


Nothing
herein shall prevent payment of Debt Service on one series of Bonds from being
otherwise secured and protected from sources or by property and instruments not
applicable to another series of Bonds.


 


Bonds
issued pursuant to this Indenture shall be special obligations of the State and
shall not be payable from nor charged upon any funds other than the Pledged
Revenues or other receipts, funds or moneys pledged therefor pursuant to this
Indenture, nor shall the State or any political subdivision thereof be subject
to any liability thereon except to the extent of such Pledged Revenues or the
receipts, funds and moneys pledged hereby. The issuance of Bonds pursuant
hereto shall not directly or contingently obligate the State or any political
subdivision thereof to levy or to pledge any form of taxation whatever therefor
or to make any appropriation for their payment. The Bonds shall not be secured
by the Gross Operating Revenues (as defined in the Bradley Airport Parity Bond
Indenture) of the Airport and shall not constitute a charge, lien or
encumbrance, legal or equitable, upon any property of the State or of any
political subdivision thereof, except the property mortgaged or otherwise
encumbered under the provisions of this Indenture. The substance of such
limitation shall be plainly stated on the face of each Bond. Bonds issued
pursuant to this Indenture shall not be subject to any statutory limitation on
the indebtedness of the State, except as provided in the Act, and such Bonds,
when issued, shall not be included in computing the aggregate indebtedness of
the State in respect to and to the extent of any such limitation.


 


In
consideration of the purchase and acceptance of the Bonds by those who hold the
same from time to time, the provisions of this Indenture will be a part of the
contract of the State with the holders of all Bonds issued under this Indenture
and will be deemed to be and will constitute the contract among the State, the
Trustee, and the holders from time to time of all such Bonds, and such
provisions are covenants and agreements of the State with such holders which
the State determines to be necessary and desirable for the security and payment
thereof. The provisions, covenants and agreements of this Indenture set forth
to be performed on behalf of the State will be for the equal benefit,
protection and security of the holders of any and all of the Bonds issued under
this Indenture, all of which, regardless of the time or times of their issue or
maturity, will be of equal rank without preference, priority or distinction of
any of the Bonds over any other therefor except as expressly provided in this
Indenture.


 


28

















 


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


 


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


 


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


 


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


 


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


 


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


 


29

















 


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


 


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


 


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


 


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


 


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


 


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


 


30

















 


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


 


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


 


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


 


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


 


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


 


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


 


31

















 


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


 


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


 


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


 


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


 


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


 


32

















 


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


 


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


 


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


 


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


 


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


 


33

















 


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


 


(End of Article III)


 


34

















 


ARTICLE IV


 


REDEMPTION OF BONDS


 


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


 


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


 


Section 4.03.
Notice of Redemption. The notice of the call for redemption of Bonds
shall identify (i) by designation, letters, numbers or other
distinguishing marks, the Bonds or portions thereof to be redeemed,
(ii) the redemption price to be paid, (iii) the date fixed for
redemption, and (iv) the place or places where the amounts due upon
redemption are payable. The notice shall be given by the Trustee on behalf of the
State by mailing a copy of the redemption notice by first class mail, postage
prepaid, at least 30 days prior to the date fixed for redemption, to the Holder
of each Bond subject to redemption in whole or in part at the Holder’s address
shown on the Register on the 15th day preceding that mailing; provided that any
failure to receive notice by mailing, and any defect in that notice, as to any
Bond shall not affect the validity of the proceedings for the redemption of any
Bond. Notice of the call for redemption also shall be given by the Trustee to
each nationally recognized municipal securities information repository and the
Municipal Securities Rulemaking Board. Any notice of optional redemption may
state that is conditional and if on the date set forth in such notice for
redemption such conditions have not been fulfilled, such notice shall have no
effect and such redemption shall not occur.


 


Section 4.04.
Payment of Redeemed Bonds. Notice having been mailed in the manner
provided in Section 4.03 hereof, the Bonds and portions thereof called for
redemption shall


 


35

















 


become
due and payable on the redemption date, and upon presentation and surrender
thereof at the place or places specified in that notice, shall be paid at the
redemption price plus accrued interest to the redemption date.


 


If
money for the redemption of all of the Bonds and portions thereof to be
redeemed, together with any interest accrued thereon to the redemption date, is
held by the Trustee or any Paying Agent on the redemption date, so as to be
available therefor on that date and, if notice of redemption shall have been
mailed in the manner provided in Section 4.03 hereof, then from and after
the redemption date those Bonds and portions thereof called for redemption
shall cease to bear interest and no longer shall be considered to be
outstanding hereunder. If that money shall not be so available on the
redemption date, or that notice shall not have been mailed as aforesaid, those
Bonds and portions thereof shall continue to bear interest, until they are
paid, at the same rate as they would have borne had they not been called for
redemption.


 


All
money deposited in the Debt Service Fund and held by the Trustee or a Paying
Agent for the redemption of particular Bonds shall be held in trust for the
account of the Holders thereof and shall be paid to them, respectively, upon
presentation and surrender of those Bonds.


 


(End of Article IV)


 


36

















 


ARTICLE V


 


FUNDS AND PAYMENTS


 


Section 5.01.
Creation of Funds. (a) The Funds and Accounts described in this
Section are established hereby and are designated as indicated. Each Fund
is to be maintained in the custody of the Trustee as a separate Fund (except
when invested in Permitted Investments). The Funds and Accounts are:


 


(1)           Construction Fund


 


(A)     Project Account


 


(B)      Capitalized Interest
Account


 


(C)      Costs of Issuance Account


 


(2)           Garage Gross Receipts
Fund


 


(3)           Debt Service Fund


 


(A)     Interest Account


 


(B)      Principal Account


 


(4)           Debt Service Reserve
Fund 


 


(A) Series 2000 Accounts


 


(5)           Garage Major
Maintenance and Capital Improvement Fund


 


(6)           Garage Surplus Fund


 


(7)           State Payment Fund;
and


 


(8)           Rebate Fund.


 


The
Construction Fund, the Garage Gross Receipts Fund, the Debt Service Fund, the
Debt Service Reserve Fund (to the extent that provision has been made in the
applicable Supplemental Indenture to fund an account therein) and the Garage
Surplus Fund shall constitute Pledged Funds for purposes of this Indenture and
the Bonds.


 


The
State may establish separate accounts and subaccounts within any of the
foregoing funds for accounting purposes or other purposes pursuant to a
Supplemental Indenture for any series of Bonds. Provision may be made in each
applicable Supplemental Indenture for funds


 


37














 


for
the deposit and disbursement of the proceeds of that series of Bonds for the
purpose for which issued.


 


Section 5.02.
Construction Fund. (a) There shall be deposited in the Accounts of
the Construction Fund any and all amounts required to be deposited therein
pursuant to the applicable Supplemental Indenture or otherwise required to be
deposited therein pursuant to the Lease or this Indenture. Pending disbursement
as provided herein, all amounts in the Construction Fund shall be Pledged Funds
for purposes of this Indenture.


 


(b) Subject
to the provisions below, disbursements from the Project Account of the
Construction Fund shall be made by the Trustee, upon receipt of a requisition
submitted by an Authorized Officer of the State in the form set forth in the
applicable Supplemental Indenture, only to pay for the following costs of
Improvements to be financed with the proceeds of an issue of Bonds:


 


(i) obligations incurred
for labor, materials and services and to contractors, builders and others in
connection with the acquisition, construction and installation of Improvements,
for utilities and landscaping, for the restoration or relocation of any
property damaged or destroyed in connection with such construction and
installation, for the removal or relocation of any structures and for the
clearing of lands and further including such improvements as the State
determines to be reasonably necessary in connection with Improvements;


 


(ii) the cost of
acquiring such other lands, property, rights, rights of way, easements,
franchises and other interests as may be deemed necessary or convenient for the
construction and installation of Improvements, including costs of abstracts of
title, title insurance, title guaranty, costs of surveys and other expenses in
connection with such acquisition, and the cost of demolishing or removing any
buildings or structures on lands so acquired, including the cost of acquiring
any lands to which such buildings or structures may be moved and the amount of
any damages incident to or consequent upon the acquisition, construction and
installation of Improvements;


 


(iii) the reasonable
fees and expenses of the Trustee, Authenticating Agent, Paying Agent and
Registrar for their services during the Construction Period and payments, taxes
or other governmental charges on the Improvements or on any property acquired,
and premiums on insurance, if any, during the Construction Period;


 


(iv) the cost of borings
and other preliminary investigations to determine foundation conditions or
other conditions, expenses necessary or incident to determining the feasibility
or practicability of constructing and installing Improvements, and fees and
expenses of engineers, architects and management and other consultants for
making studies, surveys and estimates of costs and of revenues and other
estimates, fees and expenses of engineers and architects for preparing plans
and specifications and supervising construction, as well as for the performance
of all other duties of engineers and architects set forth herein and the fees
and expenses of construction managers or


 


38

















 


project
supervisors, all in relation to the acquisition, construction and installation
of such Improvements and the issuance of Bonds therefor; and


 


(v) legal expenses and fees, bond insurance
premiums and other credit enhancement costs, financing charges, rating agency
fees, expenses of recordation of legal instruments, costs of printing, costs of
audits and of preparing and issuing the Bonds, and all other items of expense
not specified elsewhere in this Section and incident to the acquisition,
construction and installation of Improvements and the financing thereof
(including with respect to the Garage, Developments Costs as defined in the Lease
and as set forth in Exhibit K thereto), all expenses of administration
properly chargeable to the acquisition, construction and installation of such
Improvements, and other Issuance Costs, all to the extent eligible for funding
from proceeds of the Bonds and whether or not funded from amounts on deposit in
the Costs of Issuance Account.


 


The
Trustee shall not be required to make disbursements any more frequently than
once each month or sooner than 10 Business Days after the submission of the
requisition. The Trustee shall be entitled to rely on such requisitions and
shall have no responsibility for reviewing or investigating the propriety
thereof. The Trustee further shall keep and maintain adequate records
pertaining to the Project Account and all disbursements therefrom.


 


(c) Completion
of the Garage shall be evidenced by the submission by the State of a final
disbursement requisition and by delivery by the State of a Certificate of
Acceptance as defined and as set forth in Section 4(e) of the Lease
and completion of any other Improvements shall be evidenced as set forth in any
supplement or amendment to the Lease entered into in connection with such
Improvements. If any money remains in the Accounts in the Construction Fund
created for the proceeds of a series of Bonds at the end of the Construction
Period related thereto and payment, or provision for payment, in full of the
costs of the Improvements to be financed with the proceeds of that series of
Bonds has been made, then such money shall be used promptly, unless otherwise
provided in the Supplemental Indenture relating thereto, for one or more of the
following purposes at the direction of an Authorized Officer: (i) payment
of costs of additional Improvements; (ii) payment of interest as it
becomes due on that series of Bonds until all such excess amount is so used;
(iii) retirement at their maturity of principal of Bonds issued to pay
costs of Improvements; (iv) deposit into the Debt Service Fund for payment
of debt service on Bonds other than Bonds of that series of Bonds;
(v) purchase of Bonds in the open market; and (vi) redemption of
Bonds to the extent permitted under the applicable Supplemental Indenture;
provided that (A) with respect to clauses (ii) through (vi), such use
and the manner in which it is proposed to be made will not, in the opinion of
nationally recognized bond counsel or under ruling of the Internal Revenue
Service, adversely affect the exclusion of the interest on any series of Bonds
from the gross income of the Holders thereof for federal income tax purposes
(to the extent that such Bonds were issued on the basis that the interest
thereon was excluded from gross income of the Holders for federal income tax
purposes), and (B) any money remaining in an Account in the Construction
Fund for an Improvement after completion of the Improvement shall be invested
in accordance with the Code in such manner as not to adversely affect the
exclusion of the interest on the Bonds from the gross income of the Holders
thereof (to the extent that such Bonds were issued on the basis that the
interest thereon was excluded from gross income of the Holders for federal
income tax purposes).


 


39

















 


(d) Amounts on deposit in the Capitalized Interest Account of the
Construction Fund shall be transferred by the Trustee to the Interest Account
of the Debt Service Fund at the times and in the amounts set forth in the
applicable Supplemental Indenture authorizing a series of Bonds and shall be
applied to pay interest when due on such series of Bonds.


 


(e) Amounts on deposit in the Costs of Issuance Account of the
Construction Fund shall be applied by the Trustee at the direction of an
Authorized Officer of the State to pay Issuance Costs of the applicable series
of Bonds to the extent such costs qualify for payment from proceeds of the
Bonds in accordance with the Code or as otherwise provided in the applicable
Supplemental Indenture. Any moneys remaining in such Account and not spent for
such purpose shall be transferred to the Project Account and applied to pay
costs of Improvements.


 


(f) In the event of the occurrence of an Event of Default
hereunder, the balance in the Construction Fund shall be deposited into the
Debt Service Fund and applied as set forth in Section 7.06 hereof.


 


Section 5.03.
Garage Gross Receipts Fund. (a) The Trustee shall deposit in the
Garage Gross Receipts Fund all amounts of Garage Gross Receipts received
pursuant to the Lease or the APCOA Guaranty. Pending application as set forth
below, all amounts in the Garage Gross Receipts Fund shall be Pledged Funds
pursuant to the Indenture.


 


(b) Beginning with the first month of the operation of the Garage
and the collection of Garage Gross Receipts, the Trustee shall release to ABPC,
from the daily Garage Gross Receipts, all amounts collected, less amounts
required for any deposit required pursuant to
Section 5.03(c) (i)-(vii) below, until such time as an amount
equal to two and one-half months of the current approved annual Garage Operating
Expenses Budget shall be released to ABPC. For the balance of the month and
thereafter, all Garage Gross Receipts collected shall be applied by the
Trustee, as set forth in Section 5.03(c) below. If at any time during
the Lease Year, ABPC encounters an unanticipated, unbudgeted, extraordinary
Garage Operating Expense, and the State approves the expense in writing, the
Trustee shall transfer from the Garage Gross Receipts Fund and/or Garage
Surplus Fund the funds required to cover the approved costs.


 


(c) Except as otherwise provided in Sections 5.03(b) or 7.06
hereof, amounts in the Garage Gross Receipts Fund shall be applied by the
Trustee on the 15th day of each month (or, if not a Business Day, on the next
succeeding Business Day), from funds available in such Fund as of the end of
the previous month, to make the following payments or deposits in the priority
set forth below:


 


(i) Garage Operating
Expenses: for each month following the first month of Garage operation, an
amount equal to one month of the current approved annual Garage Operating
Expenses Budget, paid to ABPC.


 


(ii) Debt Service Fund:


 


40

















 


(A) Beginning
January 15, 2003, 1/6th of the amount due as interest on the Bonds on
the next Interest Payment Date for the Bonds, for deposit into the Interest
Account of the Debt Service Fund, provided that the deposit immediately
preceding such Interest Payment Date shall be the balance necessary to make
such payment, and


 


(B) Beginning
July 15, 2003, with respect to the Series 2000 B Taxable Bonds, and
July 15, 2006, with respect to the Series 2000 A Bonds, 1/12th of the amount due as
principal of the Bonds, whether at maturity or pursuant to mandatory sinking
fund redemption, on the next scheduled principal payment date for the Bonds,
for deposit into the Principal Account of the Debt Service Fund, provided that
the deposit immediately preceding such principal payment date shall be the
balance necessary to make such payment.


 


(iii) Debt Service Reserve Fund: the
amount necessary to restore any deficiency in an account of the Debt Service
Reserve Fund to the Debt Service Reserve Requirement for that account, for
deposit into such account of the Debt Service Reserve Fund.


 


(iv) Rebate Fund: all required deposits
into the Rebate Fund, for deposit therein.


 


(v) Garage Trustee Expenses: pay all
Garage Trustee Expenses, then due and payable, for payment to or as directed by
the Trustee.


 


(vi) Garage Major Maintenance and Capital
Improvement Fund: the monthly amount for the current Lease Year required to be
deposited into the Garage Major Maintenance and Capital Improvement Fund, as
then set forth in the Lease, for deposit into such Fund.


 


(vii) State Minimum Guarantee: all or
such portion of the monthly State Minimum Guarantee payment to the extent the
Custodian notifies the Trustee of any shortfall in the amount available under
the Custody Agreement to make such payment, for deposit into the State Payment
Fund.


 


(viii) Garage Surplus Fund: all amounts
remaining in the Garage Gross Receipts Fund after application to items
(i)-(vii) above, for deposit into the Garage Surplus Fund.


 


(d) If
and to the extent that amounts then on deposit and available for such purpose
in the Garage Gross Receipts Fund are insufficient on any date to make the
payments or deposits required by Section 5.03(c)(i)-(vii) hereof, the
Trustee shall apply funds from the following sources in the following order, to
the extent that funds are available thereunder:


 


41

















 


(i) in accordance with Section 5.07
hereof, amounts then on deposit in the Garage Surplus Fund, including amounts
deposited therein during a previous Lease Year and not yet released as provided
in Section 5.07(e) hereof; and


 


(ii) amounts provided by APCOA pursuant
to the APCOA Guaranty, upon demand by the Trustee in accordance with
Section 5.09 hereof.


 


Section 5.04.
Debt Service Fund. (a) The Debt Service Fund shall be maintained in
the custody of the Trustee as a trust fund and shall be used, subject to
Section 7.07 hereof, solely for the payment of Debt Service on Parity
Bonds, and to the extent provided herein, for the purchase for cancellation of
Parity Bonds. In addition to the amounts to be deposited in the Debt Service
Fund pursuant to Section 5.03(c) hereof, the Trustee also shall
deposit into the Debt Service Fund all other amounts required hereunder or
under the Lease to be deposited therein. All amounts on deposit in the Debt
Service Fund shall be Pledged Funds for purposes of this Indenture.


 


(b) On each Interest Payment Date for the Bonds, the Trustee shall
pay or cause to be paid out of the Interest Account in the Debt Service Fund
the interest due on the Bonds and further pay out of the Interest Account of
the Debt Service Fund any amounts required for the payment of accrued interest
upon any redemption (including any mandatory sinking fund redemption) of Bonds.


 


(c) On each principal payment or redemption date for the Bonds, the
Trustee shall pay or cause to be paid to the respective Paying Agents therefor
out of the Principal Account of the Debt Service Fund the principal amount, if
any, due on the Bonds (including such amounts as shall be due by mandatory
sinking fund redemption).


 


(d) In lieu of the Bonds being redeemed through mandatory sinking
fund redemption, the State may negotiate or arrange for purchase of Bonds by
the Trustee on behalf of the State in such manner (through brokers or
otherwise, and with or without receiving tenders) as it shall in its discretion
determine. The State shall cause such Bonds to be delivered to the Trustee for
cancellation. The Trustee, upon presentation to the Trustee of Bonds to be
purchased accompanied by a written request of an Authorized Officer to the
Trustee requesting payment therefor, shall provide monies for payment of the
purchase price for any such Bonds from the moneys deposited in the Principal
Account of the Debt Service Fund and the payment of accrued interest shall be
made out of moneys deposited in the Interest Account of the Debt Service Fund;
provided that any such purchase shall not be at a price greater than the par
amount thereof plus accrued interest thereon. Bonds so purchased and delivered
shall be canceled by the Trustee.


 


(e) The State shall receive a credit in respect of mandatory
sinking fund installments for any Bonds which are subject to mandatory sinking
fund redemption and which are delivered by the State or ABPC to the Trustee on
or before the forty-fifth (45th) day next preceding any mandatory sinking fund
payment date and for any Bonds which prior to said date have been purchased or
redeemed (otherwise than through mandatory sinking fund provisions) and
canceled by the Trustee and not theretofore applied as a credit against any
sinking fund installment. Each Bond so delivered, canceled or previously
purchased or redeemed shall be credited by the Trustee at one hundred per cent
(100%) of the principal amount thereof against the obligation of the State on


 


42

















 


such
mandatory sinking fund payment date with respect to such Bonds, and the
principal amount of such Bonds to be redeemed on such date shall be reduced
accordingly, and any excess over such principal amount shall be credited on
future sinking fund installments in direct chronological order, and the
principal amount of such Bonds to be redeemed by application of mandatory
sinking fund payments shall be accordingly reduced.


 


Section 5.05.
Debt Service Reserve Fund. (a) The Debt Service Reserve Fund shall
be maintained in the custody of the Trustee as a trust fund. The Debt Service
Reserve Fund shall secure a series of Parity Bonds only if the Supplemental
Indenture for that series of Parity Bonds provides for the establishment of an
account in the Debt Service Reserve Fund to secure those Parity Bonds and
designates the Debt Service Reserve Requirement for those Parity Bonds. In the
event that: (A) moneys on deposit in the Debt Service Fund are
insufficient on any Interest Payment Date or principal payment date to pay interest
or principal from the Debt Service Fund on such date for a series of Parity
Bonds secured by an account of the Debt Service Reserve Fund, (B) amounts
then available for such purpose in the Garage Gross Receipts Fund and the
Garage Surplus Fund are not adequate to make up such insufficiency fully, and
(C) amounts provided by APCOA pursuant to the APCOA Guaranty pursuant to
demand therefor by the Trustee in accordance with Section 5.09 hereof are
not adequate to make up such insufficiency fully, then the Trustee shall,
without necessity for further authorization, direction or prior consent from or
consultation with the State, withdraw such amounts as may be necessary to make
up any such deficiency from the account in the Debt Service Reserve Fund
securing that series of Parity Bonds and transfer such amounts to the Debt
Service Fund for the payment of Debt Service on that series of Parity Bonds. If
at any time the amounts on deposit in an Account of the Debt Service Reserve
Fund are sufficient to pay all remaining Debt Service on the Bonds secured by
such Account, then the amounts in that Account shall be transferred to the Debt
Service Fund and applied to pay the remaining Debt Service on such Bonds.


 


(b) For purposes of determining the Debt Service Reserve Requirement
with respect to, and the amount required to be paid on each monthly deposit
date into the Debt Service Reserve Fund for, any series of Bonds constituting
Interim Obligations or Variable Rate Obligations, principal (including
Mandatory Sinking Fund Requirements) and interest requirements payable on such
additional Bonds shall be deemed to be those amounts that equal the principal
(including Mandatory Sinking Fund Requirements) and interest payments that
would be required for an issue of Long Term Obligations bearing interest at the
Assumed Interest Rate and payable as to principal over the Assumed Amortization
Period.


 


(c) In lieu of or in substitution for moneys deposited in the Debt
Service Reserve Fund, the State or ABPC (with the approval of the State) may
deposit or cause to be deposited with the Trustee a Reserve Fund Facility for
the benefit of the Holders of the Bonds of a series for all or any part of the
Debt Service Reserve Fund Requirement for such series of Bonds; provided
(i) that any such surety bond or insurance policy shall be issued by an
insurance company or association approved by the State and either (A) the
claims paying ability of such insurance company or association is rated in the
highest rating category accorded by a nationally recognized insurance rating
agency or (B) obligations insured by a surety bond or an insurance policy
issued by such company or association are rated, without regard to
qualification of such rating by symbols such as “+” or “-” or numerical notation,
in the highest rating category at the time such surety bond or


 


43

















 


insurance
policy is issued by Moody’s and S&P or, if outstanding Bonds are not rated
by both Moody’s and S&P, by whichever Rating Agency then rates outstanding
Bonds and (ii) that any letter of credit shall be issued by a bank, a
trust company, a national banking association or a domestic branch or agency of
a foreign bank which branch or agency is duly licensed or authorized to do
business under the laws of any state or territory of the United States of
America, the unsecured or uncollateralized long term debt obligations of which,
or long term obligations secured or supported by a letter of credit issued by
such Person, are rated at the time such letter of credit is delivered, without
regard to qualification of such rating by symbols such as “+” or “-” or
numerical notation, in at least the second highest rating category by Moody’s
and S&P or, if outstanding Bonds are not rated by Moody’s and S&P, by
whichever Rating Agency then rates outstanding Bonds.


 


In
addition to the conditions and requirements set forth above, no Reserve Fund
Facility shall be deposited in full or partial satisfaction of the Debt Service
Reserve Fund Requirement for a series of Bonds unless the Trustee shall have
received prior to such deposit (i) an opinion of counsel acceptable to the
Trustee to the effect that such Reserve Fund Facility has been duly authorized,
executed and delivered by the provider thereof and is valid, binding and
enforceable in accordance with its terms, (ii) in the event such provider
is not a domestic entity, an opinion of foreign counsel in form and substance
satisfactory to the Trustee and (iii) in the event such Reserve Fund
Facility is a letter of credit, an opinion of counsel acceptable to the Trustee
substantially to the effect that payments under such letter of credit will not
constitute avoidable preferences under Section 547 of the United States
Bankruptcy Code in a case commenced thereunder by or against ABPC or any
affiliate thereof.


 


Each
such surety bond, insurance policy or letter of credit shall be payable (upon
the giving of such notice as may be required thereby) on any date on which
moneys are required to be withdrawn from the applicable Account in the Debt
Service Reserve Fund.


 


(d) Moneys and investments held for the credit of an Account of the
Debt Service Reserve Fund in excess of the applicable Debt Service Reserve Fund
Requirement shall be withdrawn by the Trustee and deposited in the Debt Service
Fund or, prior to completion of the applicable Improvements, in the Project
Account in accordance with the direction of the State; provided, however, that
if such amount results from the substitution of a Reserve Fund Facility for any
securities in such Account of the Debt Service Reserve Fund, such amount shall
be deposited in the Debt Service Fund or the Project Account only upon receipt
of an opinion of nationally recognized bond counsel that the proposed
application of the funds released from such Account of the Debt Service Reserve
Fund will not adversely affect the exclusion of interest on any of the Bonds
from gross income for federal income tax purposes (to the extent that such
Bonds were issued on the basis that the interest thereon was excluded from
gross income of the Holders for federal income tax purposes).


 


(e) Notwithstanding the provisions hereof, if, upon a Bond of a
series having been deemed to have been paid in accordance with Article IX
hereof or redeemed prior to maturity from the proceeds of Bonds, bonds, notes
or other obligations issued for such purpose, the moneys and investments held
for the credit of the applicable Account of the Debt Service Reserve Fund will
exceed the Debt Service Reserve Fund Requirement for such Account, then the
Trustee shall,


 


44

















 


simultaneously
with such redemption or a deposit made in accordance with Article IX
hereof, withdraw all or any portion of such excess from the applicable Account
of the Debt Service Reserve Fund upon the direction of an Authorized Officer
and either (i) apply such amount to the payment of the principal of or
interest on the bonds, notes or other obligations, if any, issued to provide
for payment of such Bond or (ii) pay such amount to the applicable Project
Account if, in the opinion of nationally recognized bond counsel, application
of such moneys to the payment of costs of Improvements will not adversely
affect the exclusion of interest on any Bonds from gross income of the Holders
thereof for federal income tax purposes (to the extent that such Bonds were
issued on the basis that the interest thereon was excluded from gross income of
the Holders for federal income tax purposes); provided that after such
withdrawal the amount remaining in the applicable Account of the Debt Service
Reserve Fund shall not be less than the Debt Service Reserve Fund Requirement
for such Account.


 


Section 5.06.
Garage Major Maintenance and Capital Improvement Fund. The Garage Major
Maintenance and Capital Improvement Fund shall be maintained in the custody of
the Trustee but shall not constitute a Pledged Fund for purposes of this
Indenture. The Trustee shall apply any moneys in the Garage Major Maintenance
and Capital Improvement Fund at the direction of ABPC, and upon written
approval of the State, for the payment or reimbursement of eligible project
costs in accordance with Section 6(b)(l)(vi) of the Lease and
Exhibit H thereto, as in effect from time to time.


 


Section 5.07.
Garage Surplus Fund. (a) The Garage Surplus Fund shall be
maintained in the custody of the Trustee and shall constitute a Pledged Fund
for purposes of this Indenture. Pursuant to
Section 5.03(d)(i) hereof, amounts on deposit in the Garage Surplus
Fund (including amounts deposited therein during a previous Lease Year and not
yet released as provided by Section 5.07(e) hereof) on any date shall
be applied by the Trustee to make the payments or deposits required by
Section 5.03(c)(i)-(vii) hereof, if and to the extent that amounts
then on deposit and available for such purpose on such date in the Garage Gross
Receipts Fund are insufficient to make such payments or deposits. The Trustee
shall notify the State of the balance on deposit in the Garage Surplus Fund in
each month after all deposits pursuant to Section 5.03(c) have been
made for such month.


 


(b) Amounts
on deposit in the Garage Surplus Fund shall immediately be applied, at the
written direction of the State, to reimburse APCOA (calculated in accordance
with Section 6(b)(4) of the Lease) for amounts advanced by APCOA and
remaining unpaid (including interest and premium allocable thereto) pursuant to
the APCOA Guaranty for payment of Garage Operating Expenses or Garage Trustee
Expenses or for deposit into the Debt Service Fund, the Debt Service Reserve
Fund, the Garage Major Maintenance and Capital Improvement Fund or the State
Payment Fund. To the extent that the Custodian advises the Trustee that amounts
then available under the Custody Agreement are not sufficient for such purpose,
amounts on deposit in the Garage Surplus Fund also shall be applied, at the
direction of the State, to reimburse APCOA (calculated in accordance with
Section 6(b)(4) of the Lease) for amounts for which APCOA is entitled
to reimbursement under the Custody Agreement. In no event, however, shall APCOA
be entitled to reimbursement for any amounts advanced pursuant to the APCOA
Guaranty during any period during which the Target Date for Substantial
Completion of the Garage has been extended in accordance with
Section 4(i) of the Lease.


 


45

















 


(c) Amounts on deposit in the Garage Surplus Fund shall be applied
by the Trustee, at the direction of the State, (i) to pay Debt Service on
Subordinate Bonds in accordance with the provisions of the Supplemental
Indenture authorizing such Subordinate Bonds, (ii) to make any payment
required to be made by the State in connection with any termination of the
Lease in accordance with Section 8.04(c) hereof and Section 14
or 15 of the Lease and (iii) to pay any termination payments payable under
an interest rate exchange, swap or other hedge arrangement.


 


(d) In the event that moneys on deposit in the Debt Service Fund
are insufficient on any Interest Payment Date or principal payment date to pay
interest or principal from the Debt Service Fund on such date, and in the event
that the amount in the Garage Gross Receipts Fund is not adequate to make up
such deficiency, then the Trustee shall withdraw such amounts as may be
necessary to make up such deficiency from the Garage Surplus Fund and transfer
such amounts to the Trustee for deposit in the Debt Service Fund.


 


(e) Amounts on deposit in the Garage Surplus Fund at the end of
each Lease Year shall be applied by the Trustee, at the direction of the State
following receipt and acceptance by the State of ABPC’s audited annual
financial statements, in accordance with Section 6(c) of the Lease,
and after such application shall no longer constitute Pledged Funds hereunder.


 


Section 5.08.
State Payment Fund. The State Payment Fund shall be maintained in the
custody of the Trustee but shall not constitute a Pledged Fund for purposes of
this Indenture. Amounts deposited in the State Payment Fund immediately shall
be released to the State for application in accordance with the Bradley Airport
Parity Bond Indenture.


 


Section 5.09.
Demand for Payment under APCOA Guaranty.


 


(a) Pursuant to the APCOA Guaranty, APCOA has guaranteed to pay the
Trustee funds sufficient to make the deposits and payments required pursuant to
Section 5.03(c)(i)-(vii) hereof to the extent that the Trustee has
insufficient funds on deposit in the appropriate funds to make the required
payment on the scheduled payment date after application thereto of amounts available
therefor in the Garage Gross Receipts Fund, the Garage Surplus Fund or, with
respect to deposits into the Debt Service Fund, the Capitalized Interest
Account.


 


(b) If the Trustee determines that the amount on deposit in any
Fund or Account at the end of any month is insufficient to make any of the
payments or deposits required pursuant to
Section 5.03(c)(i)-(vii) hereof for the next succeeding month, after
application thereto of amounts available therefor in the Garage Gross Receipts
Fund, the Garage Surplus Fund or, with respect to deposits into the Debt
Service Fund, the Capitalized Interest Account, it shall notify the State and
APCOA by the fifth Business Day of such next succeeding month by telephone and
telecopier transmission, promptly confirmed by overnight express, of the amount
of the required payment (each, a “Guarantor Payment”). Pursuant to the APCOA
Guaranty, within three Business Days of such telephone and telecopier notice,
APCOA is required to wire funds in the amount of the Guarantor Payment to the
Trustee and a failure by APCOA to make any Guarantor Payment when due will be a
default under the APCOA Guaranty. Notwithstanding anything herein to the
contrary, APCOA shall not be obligated to make a Guarantor Payment or any
portion thereof to the extent


 


46

















 


that
the need for such Guarantor Payment or portion thereof was solely caused by the
failure of the State to perform its obligations under the first sentence only
of Section 7(a)4(b) of the Lease (relating to implementing scheduled
parking rate increases).


 


(c) If
at any time amounts paid under the APCOA Guaranty are not sufficient to pay in
full all amounts then due as Guarantor Payments hereunder, together with all
amounts then due as guarantor payments with respect to the Surface Parking
under the Custody Agreement, the Trustee shall apply the amounts available
first to pay Garage Operating Expenses, second to pay operating expenses of the
Surface Parking pursuant to the Custody Agreement and then to pay Debt Service
on the Bonds and thereafter pro-rata based on the remaining amounts payable as
Guarantor Payments hereunder and as guarantor payments under the Custody
Agreement.


 


Section 5.10.
Investment of Funds. (a) Money in the Construction Fund, the Garage
Gross Receipts Fund, the Debt Service Fund, the Debt Service Reserve Fund and
the Rebate Fund shall be invested and reinvested by the Trustee in Permitted
Investments at the oral (confirmed in writing) or written direction of an Authorized
Officer. Investments of money in the Construction Fund and the Garage Gross
Receipts Fund shall mature or be redeemable at the option of the Trustee at the
times and in the amounts necessary to permit the payments required by Sections
5.02 and 5.03(c) hereof, respectively, to be made from those Funds.
Investments of money in the Debt Service Fund and the Debt Service Reserve Fund
shall mature or be redeemable at the option of the Trustee at the times and in
the amounts necessary at the best prices then reasonably available to provide
money to pay Debt Service as it becomes due at stated maturity or pursuant to
any Mandatory Sinking Fund Requirements; provided, that money in the Debt
Service Reserve Fund shall be invested and reinvested by the Trustee only in
obligations that have a term to maturity not greater than ten years unless
those obligations are put obligations or otherwise have terms that permit their
timely liquidation by the Trustee so that funds will be timely available to pay
Debt Service. Investments of money on deposit in the Rebate Fund shall mature
or be redeemable at the option of the Trustee at the times and in the amounts
necessary at the best prices then reasonably available to provide money to make
the payments required under Section 5.11 of this Indenture. Subject to any
directions from the Authorized Officer with respect thereto, from time to time
the Trustee may sell those investments and reinvest the proceeds from those
investments in Permitted Investments maturing or redeemable as required under
this Section. The Trustee shall sell or redeem investments credited to the
Accounts of the Construction Fund or the Garage Gross Receipts Fund to produce
sufficient money at the times required to make the payments required by
Sections 5.02 and 5.03, respectively, and shall do so without necessity for any
order on behalf and without restriction by reason of any order. The Trustee
shall sell or redeem investments credited to the Debt Service Fund and to the
Debt Service Reserve Fund to produce sufficient money at the times required for
the purpose of paying Debt Service when due, and shall do so without necessity
for any order and without restriction by reason of any order. The Trustee shall
sell or redeem investments credited to the Rebate Fund to produce sufficient
money at the times required for the purpose of making payments under
Section 5.11 when due, and shall do so without necessity for any order and
without restriction by reason of any order.


 


Money
in the Garage Major Maintenance and Capital Improvement Fund and the Garage
Surplus Fund shall be invested and reinvested at the oral (confirmed in
writing) or written direction of an Authorized Officer in Permitted
Investments. Money on deposit in any funds or


 


47














 


accounts
established by a Supplemental Indenture shall be invested as provided in that
Supplemental Indenture or, if no provision is so made, shall be invested in
Permitted Investments maturing or redeemable at the option of the State not
later than the times when that money is required for the purposes for which the
fund or account was established.


 


(b) Investments
purchased as an investment of moneys in any Fund, Account or sub-account
thereof shall be deemed at all times to be a part of that Fund, Account or
sub-account, and any losses suffered due to the investment thereof shall be
charged to that Fund, Account or sub-account, provided that, unless otherwise
provided in a Supplemental Indenture, net income or gain: (i) due to the
investment of moneys in the Construction Fund shall be deposited in and
credited to the Capitalized Interest Account of the Construction Fund prior to
the Completion Date and thereafter to the Garage Gross Receipts Fund and
(ii) due to the investment of moneys in an account of the Debt Service
Reserve Fund shall, to the extent that the amount in the Debt Service Reserve
Fund exceeds the Debt Service Reserve Requirement, be deposited in and credited
to the Capitalized Interest Account of the Construction Fund (until such
account is fully depleted) and thereafter to the Interest Account in the Debt
Service Fund and applied on the next Interest Payment Date to the payment of
interest on the series of Bonds secured by that Account of the Debt Service
Reserve Fund, unless other provision is made in the Supplemental Indenture for
the series of Bonds secured by that Account of the Debt Service Reserve Fund.


 


Any
investments constituting Permitted Investments may be purchased from or sold to
the Trustee, the Registrar, an Authenticating Agent or a Paying Agent, or any
bank, trust company or savings and loan association affiliated with any of the
foregoing.


 


Section 5.11.
Rebate Fund. Any provision hereof to the contrary notwithstanding,
amounts credited to the Rebate Fund shall be free and clear of any lien
hereunder and shall not be Pledged Funds. Provision shall be made in the
Supplemental Indenture for each series of Bonds for the calculation of any
amounts required to be paid to the United States pursuant to
Section 148(f) of the Code or other applicable law and for the
deposit of such amount in the Rebate Fund.


 


Section 5.12.
Valuation. For the purpose of determining the amount on deposit to the
credit of any Fund or Account, the market value of obligations in which money
in that Fund or Account shall have been invested shall be computed as follows:


 


(a) as to Permitted Investments the bid and asked prices of which
are published on a regular basis in The Wall Street Journal (or, if not
there, then in The New York Times): the average of the bid and asked
prices for such investments so published on or most recently prior to the date
of determination;


 


(b) as to Permitted Investments the bid and asked prices of which
are not published on a regular basis in The Wall Street Journal or The
New York Times: the average bid price at the date of determination for such
investments quoted by any two nationally recognized government securities
dealers (selected by the Trustee in its absolute discretion) at the time making
a market in such investments or the bid price published by a nationally
recognized pricing service, including Bloomberg Financial Services;


 


48

















 


(c) as to certificates of deposit and
bankers acceptances: the face amount thereof, plus accrued interest; and


 


(d) as to any Permitted Investment not
specified above: the market value thereof established by prior agreement
between the State and the Trustee or pursuant to the provisions of a
Supplemental Indenture.


 


If
more than one of the above provisions shall apply at any time to any particular
Permitted Investment, the value thereof at that time shall be determined in
accordance with the provision establishing the lowest value for such Permitted
Investment. Investments in all Funds and Accounts will be valued by the Trustee
at book value, market value or face value, whichever is lowest, except that
investments in the Debt Service Reserve Fund shall be valued at par if
purchased at par or at the present value thereof if purchased at other than
par.


 


The
Trustee shall not be responsible for any depreciation in the value of any
investments or for any loss arising from investments, provided that those
investments are Permitted Investments. Except as provided below with respect to
the Debt Service Reserve Fund, the Trustee shall value the Permitted
Investments in the Funds and Accounts on or prior to the last day of each
month. So long as any Bonds are then outstanding, the Trustee shall value the
Permitted Investments in the Debt Service Reserve. Fund on or prior to
December 31 of each year and immediately upon any withdrawal from the Debt
Service Reserve Fund. If as of any date on which the value of Permitted
Investments in the Debt Service Reserve Fund is determined, the balance in the
Debt Service Reserve Fund, including accrued interest to the date of valuation,
is less than the Debt Service Reserve Requirement, the Trustee shall compute
the amount by which the Debt Service Reserve Requirement exceeds such balance
and shall immediately give the State and ABPC notice of such deficiency and the
amount necessary to cure the same. If as of any such date, the balance in an
account of the Debt Service Reserve Fund, including accrued interest to the
date of valuation, is more than the Debt Service Reserve Fund Requirement, the
Trustee shall transfer the excess amount only in accordance with the provisions
of the Supplemental Indenture for the series of Bonds secured by that account.


 


The
Trustee shall provide monthly reports to the State and ABPC of amounts on
deposit in the Funds and Accounts under the Indenture, in such form and by such
dates as may be reasonably satisfactory to the State, ABPC and the Trustee.


 


Section 5.13.
Further Application of Pledged Revenues; Application of Available Pledged
Revenues; Payments to Funds. Provision shall be made in each Supplemental
Indenture for a series of Parity Bonds for the deposits of Pledged Revenues to
the Account or Accounts of the Garage Gross Receipts Fund established therein
and for payments from that Account or those Accounts to the Debt Service Fund
and any other Fund-set forth in this Article V.


 


49

















 


Section 5.14.
Moneys to be Held in Trust. All moneys required to be deposited with or
paid to the Trustee for the credit of any Pledged Fund under any provision of
this Indenture and all investments made therewith shall be held by the Trustee
in trust for the benefit of the Bondholders and while held by the Trustee
constitute part of the trust estate and be subject to the lien hereof.


 


(End of Article V)


 


50

















 


ARTICLE VI


 


THE TRUSTEE, REGISTRAR, PAYING AGENTS

AND AUTHENTICATING AGENTS


 


Section 6.01.
Trustee’s Acceptance and Responsibilities. The Trustee accepts the trusts
imposed upon it by this Indenture, and agrees to observe and perform those
trusts, but only upon and subject to the terms and conditions set forth in this
Article, to all of which the parties hereto and the Holders agree.


 


(a) Prior to the occurrence of an “Event of
Default” (as defined in Section 7.01 hereof) of which the Trustee has been
notified, as provided in paragraph (f) of Section 6.02 hereof, or of
which by that paragraph the Trustee is deemed to have notice, and after the cure
or waiver of all Events of Default that may have occurred,


 


(i) the Trustee
undertakes to perform only those duties and obligations that are set forth
specifically in this Indenture, and no duties or obligations shall be implied
to the Trustee;


 


(ii) in the absence of bad
faith on its part, the Trustee may rely conclusively, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions that by any provision hereof are required specifically to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture.


 


(b) In case a default or an Event of Default has
occurred and is continuing hereunder (of which the Trustee has been notified,
or is deemed to have notice), the Trustee shall exercise those 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 man would exercise or use under the
circumstances in the conduct of his own affairs.


 


(c) No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that


 


(i) this paragraph shall
not be construed to affect the limitation of the Trustee’s duties and
obligations provided in subparagraph (a)(i) of this Section or the
Trustee’s right to rely on the truth of statements and the correctness of
opinions as provided in subparagraph (a)(ii) of this Section;


 


(ii) the Trustee shall
not be liable for any error of judgment made in good faith by any one of its officers,
unless it shall be established that the Trustee was negligent in ascertaining
the pertinent facts;


 


51

















 


(iii) 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 Holders under any provision
of this Indenture relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture; and


 


(iv) no provision of
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers hereunder, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.


 


(d) Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.01.


 


Section 6.02.
Certain Rights and Obligations of the Trustee. Except as otherwise
provided in Section 6.01 hereof:


 


(a) The Trustee
(i) may execute any of the trusts or powers hereof and perform any of its
duties by or through attorneys, agents, receivers or employees (but shall be
answerable therefor only in accordance with the standard specified above),
(ii) shall be entitled to the advice of counsel concerning all matters of
trusts hereof and duties hereunder, and (iii) may pay reasonable
compensation in all cases to all of those attorneys, agents, receivers in connection
with the trusts hereof and, subject to Section 6.03 hereof, shall be
entitled to be reimbursed for reasonable and necessary out-of-pocket payments
to unrelated third parties. The Trustee may act upon the opinion or advice of
any nationally recognized bond counsel (who may be the attorney or attorneys
for the State) approved by the Trustee in the exercise of reasonable care. The
Trustee shall not be responsible for any loss or damage resulting from any
action taken or omitted to be taken in good faith in reliance upon that opinion
or advice.


 


(b) Except for its
certificate of authentication on the Bonds, the Trustee shall not be
responsible for:


 


(i) any recital in this
Indenture or in the Bonds,


 


(ii) the validity,
priority, recording, re-recording, filing or re-filing of this Indenture or any
Supplemental Indenture;


 


(iii) any instrument or
document of further assurance or collateral assignment or pledge,


 


52

















 


(iv) insurance relating
to the Garage or any Improvements or collection of insurance moneys,


 


(v) the validity of the
execution by the State of this Indenture, any Supplemental Indenture, the Lease
or instruments or documents of further assurance,


 


(vi) the sufficiency of
the security for the Bonds issued hereunder or intended to be secured hereby,


 


(vii) the value of or
title to the Garage or any Improvements, or


 


(viii) the maintenance
of the security hereof.


 


The
Trustee shall not be bound to ascertain or inquire as to the observance or
performance of any covenants, agreements or obligations on the part of the
State under this Indenture, the Lease or any Supplemental Indenture, except as
set forth herein; but the Trustee may require of the State full information and
advice as to the observance or performance of those covenants, agreements and
obligations.


 


(c) The Trustee shall
not be accountable for the application by the State or ABPC of the proceeds of
any Bonds authenticated or delivered hereunder.


 


(d) The Trustee shall be
protected, in the absence of bad faith on its part, in acting upon any notice,
request, consent, certificate, order, affidavit, letter, telegram or other
paper or document reasonably believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons. Any action taken by
the Trustee pursuant to this Indenture upon the request or authority or consent
of any person who is the Holder of any Bonds at the time of making the request
or giving the authority or consent, shall be conclusive and binding upon all
future Holders of the same Bond and of Bonds issued in exchange therefor or in
place thereof.


 


(e) As to the existence
or nonexistence of any fact for which the State or ABPC may be responsible or
as to the sufficiency or validity of any instrument, document, report, paper or
proceeding, the Trustee, in the absence of bad faith on its part, shall be
entitled to rely upon a certificate signed on behalf of the State by an
Authorized Officer or on behalf of ABPC by an authorized representative as
sufficient evidence of the facts recited therein. Prior to the occurrence of a
default or Event of Default hereunder of which the Trustee has been notified,
as provided in paragraph (f) of this Section, or of which by that
paragraph the Trustee is deemed to have notice, the Trustee may accept a
similar certificate to the effect that any particular dealing, transaction or
action is necessary or expedient; provided, that the Trustee in its discretion
may require and obtain any further evidence that it deems to be necessary or
advisable; and, provided further, that the Trustee shall not be bound to secure
any further evidence.


 


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(f) The Trustee shall
not be required to take notice, and shall not be deemed to have notice, of any
default or Event of Default hereunder, except Events of Default described in
paragraphs (a) and (b) of Section 7.01 hereof, unless the
Trustee has actual notice thereof or shall be notified specifically of the
default or Event of Default in a written instrument or document delivered to it
by the State or by the Holders of at least 25% of the aggregate principal
amount of Bonds then outstanding. In the absence of delivery of a notice
satisfying those requirements, the Trustee may assume conclusively that there
is no default or Event of Default, except as noted above.


 


(g) At any reasonable
time, the Trustee and its duly authorized agents, attorneys, experts,
engineers, accountants and representatives (i) may inspect and copy fully
all books, papers and records of the State and ABPC pertaining to the Garage,
any Improvements and the Bonds, and (ii) may make any memoranda from and
in regard thereto as the Trustee may desire.


 


(h) The Trustee shall
not be required to give any bond or surety with respect to the execution of
these trusts and powers or otherwise in respect of the premises.


 


(i) Notwithstanding
anything contained elsewhere in this Indenture, the Trustee may demand any
showings, certificates, reports, opinions, appraisals and other information, and
any corporate action and evidence thereof, in addition to that required by the
terms hereof, as a condition to the authentication of any Bonds or the taking
of any action whatsoever within the purview of this Indenture, if the Trustee
deems it to be desirable for the purpose of establishing the right of the State
to the authentication of any Bonds or the right of any person to the taking of
any other action by the Trustee; provided that the Trustee shall not be
required to make that demand.


 


(j) Before taking action
hereunder pursuant to Section 6.04 or Article VII hereof (with the
exception of any action required to be taken under Section 7.02 or
Section 7.07 hereof), the Trustee may require that a satisfactory
indemnity bond be furnished to it by the State or the Holders for the
reimbursement of all reasonable and necessary out-of-pocket expenses (including
reasonable counsel fees) that it may incur and to protect it against all
liability by reason of any action so taken, except liability that is adjudicated
to have resulted from its negligence or willful default.


 


(k) In the event that
payment of principal of or interest on any Bonds is secured by any form of
credit enhancement, the Trustee will take such actions as require nominal
expenditure of moneys by it to secure payment pursuant to the terms of such
instrument.


 


(l) Unless otherwise
provided herein, all money received by the Trustee under this Indenture shall
be held in trust for the purposes for which that money was received, until that
money is used, applied or invested as provided herein; provided


 


54

















 


that
such money need not be segregated from other money, except to the extent
required by this Indenture or by law. In the event that the Trustee receives
any moneys derived from or relating to the Surface Parking, the Trustee shall
promptly transfer such moneys to the Custodian for deposit and application
pursuant to the Custody Agreement. The Trustee shall not have any liability for
interest on any money received hereunder, except to the extent expressly
provided herein or agreed in writing with the State.


 


(m) Any opinions, certificates and other
instruments and documents for which provision is made in this Indenture, may be
accepted by the Trustee, in the absence of bad faith on its part, as conclusive
evidence of the facts and conclusions stated therein and shall be full warrant,
protection and authority to the Trustee for its actions taken hereunder.


 


Section 6.03.
Fees, Charges and Expenses of Trustee, Registrar, Paying Agents and
Authenticating Agents. The Trustee, the Registrar and any Paying Agents and
Authenticating Agents shall be entitled to payment or reimbursement by the
State for reasonable fees for their Ordinary Services rendered hereunder and
for all advances, counsel fees and other Ordinary Expenses reasonably and
necessarily paid or incurred by them in connection with the provision of
Ordinary Services. For purposes hereof, fees for Ordinary Services provided for
by the respective standard fee schedule or fee letter of each shall be
considered reasonable. In the event that it should become necessary for any of
them to perform Extraordinary Services, they shall be entitled to reasonable
extra compensation therefor and to reimbursement for reasonable and necessary
Extraordinary Expenses incurred in connection therewith. The Trustee, the
Registrar and any Paying Agents and Authenticating Agents shall not be entitled
to compensation or reimbursement for Extraordinary Services or Extraordinary
Expenses occasioned by their neglect or willful misconduct.


 


Without
creating a default or an Event of Default hereunder, the State may contest in
good faith the necessity for any Extraordinary Service and Extraordinary
Expense and the reasonableness of any fee, charge or expense.


 


The
reasonable fees for the respective services and charges of the Trustee, the
Registrar and any Paying Agents and Authenticating Agents and reimbursement for
all reasonable expenses of such parties shall be payable from the Pledged
Revenues as Garage Trustee Expenses in accordance with
Section 5.03(c)(v) hereof or, during the period of acquisition,
construction and installation of any Improvements to be financed with a series
of Bonds, the project fund for those Improvements.


 


Any
amounts payable to the Trustee, the Registrar or any Paying Agent or
Authenticating Agent pursuant to this Section 6.03 shall be payable upon
demand and shall bear interest from the date of demand therefor at a rate that
is the rate announced by the Trustee in its lending capacity as a bank as its
“prime rate” or “base rate” on the date of such demand.


 


Section 6.04.
Intervention by Trustee. The Trustee may, but shall not be obligated to,
intervene on behalf of the Holders, and shall intervene if requested to do so
in writing by the


 


55

















 


Holders
of at least 25% of the aggregate principal amount of Bonds then outstanding, in
any judicial proceeding to which the State is a party and which in the opinion
of the Trustee and its counsel has a substantial bearing on the interests of
Holders of the Bonds. The rights and obligations of the Trustee under this
Section are subject to the approval of that intervention by a court of
competent jurisdiction. The Trustee may require that a satisfactory indemnity
bond be provided to it in accordance with Sections 6.01 and 6.02 hereof before
it takes action hereunder. The Trustee shall not have any obligation to monitor
or take notice of any litigation to which the State is a party.


 


Section 6.05.
Successor Trustee. Anything herein to the contrary notwithstanding,
unless the State shall make provision for the appointment of a successor
Trustee pursuant to Section 6.09 hereof prior to the date of merger,
consolidation, sale or transfer,


 


(a) any
corporation or association (i) into which the Trustee may be converted or
merged, (ii) with which the Trustee or any successor to it may be consolidated,
or (iii) to which it may sell or transfer its corporate trust assets and trust
business as a whole or substantially as a whole, or any corporation or
association resulting from any such conversion, merger, consolidation, sale or
transfer, ipso facto, shall be and become successor Trustee
hereunder and shall be vested with all of the title to the whole property or
trust estate hereunder; and


 


(b) that corporation or
association shall be vested further, as was its predecessor, with each and
every trust, remedy, power, right, duty, obligation, discretion, privilege,
claim, demand, cause of action, immunity, estate, title and interest expressed
or intended by this Indenture to be exercised by, vested in or conveyed to the
Trustee, without the signing or filing of any instrument or document or any
further act on the part of any of the parties hereto.


 


Any
successor Trustee, however, (i) shall be a trust company or a bank having
the powers of a trust company, (ii) shall be in good standing within the
State, (iii) shall be duly authorized to exercise trust powers within the
State, (iv) shall be subject to examination by federal or State
authorities, and (v) shall have an unimpaired reported capital and surplus
of not less than $50,000,000.


 


Section 6.06.
Appointment of Co-Trustee. It is the purpose of this Indenture that
there shall be no violation of any law of any jurisdiction (including without
limitation, the laws of the State) denying or restricting the right of banks or
trust companies to transact business as trustees in that jurisdiction. It is
recognized that, (a) if there is litigation under this Indenture or other
instruments or documents relating to the Bonds, and in particular, in case of
the enforcement hereof or thereof upon a default or an Event of Default, or
(b) if the Trustee should deem that, by reason of any present or future
law of any jurisdiction, it may not (i) exercise any of the powers, rights
or remedies granted herein to the Trustee, (ii) hold title to the
properties, in trust, as granted herein, or (iii) take any action that may
be desirable or necessary in connection therewith, it may be necessary that the
Trustee appoint an individual or additional institution as a co-Trustee. The
following provisions of this Section are adopted to these ends.


 


In
the event that the Trustee appoints an individual or additional institution as
a co-Trustee, each and every trust, property, remedy, power, right, duty,
obligation, discretion,


 


56

















 


privilege,
claim, demand, cause of action, immunity, estate, title, interest and lien
expressed or intended by this Indenture to be exercised by, vested in or
conveyed to the Trustee shall be exercisable by, vest in and be conveyed to
that co-Trustee, but only to the extent necessary for it to be so vested and
conveyed and to enable that co-Trustee to exercise it. Every covenant,
agreement and obligation necessary to the exercise thereof by that co-Trustee
shall run to and be enforceable by it.


 


Should
any instrument or document in writing from the State reasonably be required by
the co-Trustee so appointed by the Trustee for vesting and conveying more fully
and certainly in and to that co-Trustee those trusts, properties, remedies,
powers, rights, duties, obligations, discretions, privileges, claims, demands,
causes of action, immunities, estates, titles, interests and liens, that
instrument or document shall be signed, acknowledged and delivered, but not
prepared, by the State. In case any co-Trustee or a successor to it shall die,
become incapable of acting, resign or be removed, all of the trusts, properties,
remedies, powers, rights, duties, obligations, discretions, privileges, claims,
demands, causes of action, immunities, estates, titles, interests and liens of
the co-Trustee shall be exercised by, vest in and be conveyed to the Trustee,
to the extent permitted by law, until the appointment of a successor to the
co-Trustee.


 


Section 6.07.
Resignation by the Trustee. The Trustee may resign at any time from the
trusts created hereby by giving prior written notice of the resignation to the
State, ABPC, the Registrar, any Paying Agents and any Authenticating Agents and
by mailing written notice of the resignation to the Holders as their names and
addresses appear on the Register at the close of business three days prior to
the mailing. The resignation shall take effect only upon the appointment of a
successor Trustee and the acceptance by the successor Trustee of the duties of
the Trustee under this Indenture.


 


Section 6.08.
Removal of the Trustee. The Trustee may be removed at any time by an
instrument or document or concurrent instruments or documents in writing
delivered to the Trustee, with copies thereof mailed to the State, ABPC, the
Registrar, any Paying Agents and Authenticating Agents and signed by or on
behalf of the Holders of not less than a majority in aggregate principal amount
of the Bonds then outstanding.


 


The
Trustee also may be removed at any time for any breach of trust or for acting
or proceeding in violation of, or for failing to act or proceed in accordance
with, any provision of this Indenture with respect to the duties and
obligations of the Trustee by any court of competent jurisdiction upon the
application of the State, or the Holders of not less than 20% in aggregate
principal amount of the Bonds then outstanding under this Indenture.


 


Any
removal of a Trustee under this Indenture shall take effect only upon the
appointment of a successor Trustee and the acceptance by the successor Trustee
of the duties of the Trustee under this Indenture.


 


Section 6.09.
Appointment of Successor Trustee. If (i) the Trustee shall resign,
shall be removed, shall be dissolved, or shall become otherwise incapable of
acting hereunder, (ii) the Trustee shall be taken under the control of any
public officer or officers, (iii) a receiver shall be appointed for the
Trustee by a court or (iv) the Trustee shall have an order for relief
entered in any


 


57














 


case
commenced by it or against it under federal bankruptcy laws or commence a
proceeding under any federal or state bankruptcy, insolvency, reorganization or
similar law, or have such a proceeding commenced against it and either have an
order of insolvency or reorganization entered against it or have the proceeding
remain undismissed and unstayed for ninety days, then a successor Trustee shall
be appointed by the State; provided that if a successor Trustee is not so
appointed within ten days after (a) a notice of resignation or an
instrument or document of removal is received by the State, as provided in
Sections 6.07 and 6.08 hereof, respectively, or (b) the Trustee is
dissolved, taken under control, becomes otherwise incapable of acting, a
receiver is appointed or any of the circumstances described in clause
(iv) occur, in each case, as provided above, then, if the State shall not
have appointed a successor Trustee, the Holders of a majority in aggregate
principal amount of Bonds then outstanding may designate a successor Trustee by
an instrument or document or concurrent instruments or documents in writing
signed by or on behalf of those Holders. If no appointment of a successor
Trustee shall be made pursuant to the foregoing provisions of this Section within
45 days after the occurrence of an event described in clause (a) or
(b) of this Section 6.09, the Holder of any Bond outstanding
hereunder or any retiring Trustee may apply to any court of competent
jurisdiction to appoint a successor Trustee. Such court thereupon may appoint,
after such notice, if any, as such court may deem proper and prescribe, a
successor Trustee.


 


Every
successor Trustee appointed pursuant to this Section (i) shall be a
trust company or a bank having the powers of a trust company, (ii) shall
be in good standing within the State, (iii) shall be duly authorized to
exercise trust powers within the State, (iv) shall be subject to
examination by federal or state authorities, (v) shall be willing to
accept the trusteeship under the terms and conditions of this Indenture, and
(vi) shall have an unimpaired reported capital and surplus of not less
than $50,000,000.


 


Every
successor Trustee appointed hereunder shall sign, and acknowledge and deliver
to its predecessor and the State, an instrument or document in writing
accepting the appointment. Thereupon, without any further act, the successor
Trustee shall become vested with all of the trusts, remedies, powers, rights,
duties, obligations, discretions, privileges, claims, demands, causes of action,
immunities, estates, titles and interests of its predecessor. Upon the written
request of its successor or the State, the predecessor Trustee (i) shall
sign and deliver an instrument or document transferring to its successor all of
the trusts, remedies, powers, rights, duties, obligations, discretions,
privileges, claims, demands, causes of action, immunities, estates, titles and
interests of the predecessor Trustee hereunder, and (ii) shall take any
other action necessary to duly assign, transfer and deliver to its successor
all property and records (including without limitation, all money) held by it
as Trustee. Should any instrument or document in writing from the State be
requested by any successor Trustee for vesting and conveying more fully and
certainly in and to that successor the trusts, remedies, powers, rights,
duties, obligations, discretions, privileges, claims, demands, causes of
action, immunities, estates, titles and interests vested or conveyed or
intended to be vested or conveyed hereby in or to the predecessor Trustee, the
State shall sign, acknowledge and deliver that instrument or document.


 


In
the event of a change in the Trustee, the predecessor Trustee shall cease to be
custodian of any money that it may hold pursuant to this Indenture and shall
cease to be Registrar, an Authenticating Agent and a Paying Agent for any of
the Bonds, to the extent it served in any of


 


58

















 


those
capacities. The successor Trustee shall become custodian and, if applicable,
Registrar, an Authenticating Agent and a Paying Agent.


 


Section 6.10.
Adoption of Authentication. In case any of the Bonds shall have been
authenticated, but shall not have been delivered, any successor Trustee,
Registrar or Authenticating Agent may adopt the certificate of authentication
of any predecessor Trustee, Registrar or Authenticating Agent and may deliver
those Bonds so authenticated as provided herein. In case any Bonds shall not
have been authenticated, any successor Trustee, Registrar or Authenticating
Agent may authenticate those Bonds either in the name of any predecessor or in
its own name. In all cases, the certificate of authentication shall have the
same force and effect as provided in the Bonds or in this Indenture with
respect to the certificate of authentication of the predecessor Trustee,
Registrar or Authenticating Agent.


 


Section 6.11.
Registrars. (a) Succession. Anything herein to the contrary
notwithstanding, any corporation or association (i) into which a Registrar
may be converted or merged, (ii) with which a Registrar or any successor
to it may be consolidated, or (iii) to which it may sell or transfer all
or substantially all of its corporate trust business and assets, or any
corporation or association resulting from any such conversion, merger,
consolidation, sale or transfer, ipso facto, shall be and
become the successor Registrar of that Registrar hereunder and shall be vested
with each and every power, right, duty, obligation, discretion and privilege expressed
or intended by this Indenture to be exercised by or vested in the predecessor
Registrar, without the signing or filing of any instrument or document or any
further act on the part of any of the parties hereto.


 


(b)     Resignation. A
Registrar may resign at any time by giving written notice of its resignation
specifying the date that resignation is to take effect, to the State, ABPC and
the Trustee and to each Paying Agent and Authenticating Agent for those series
of Bonds, at least 60 days before the resignation is to take effect. The
resignation shall take effect immediately, however, upon the appointment of a
successor Registrar, if the successor Registrar is appointed and accepts that
appointment before the time stated in the notice.


 


(c)     Removal. The
Registrar may be removed at any time by an instrument or document or concurrent
instruments or documents in writing delivered to the Registrar, with copies
thereof mailed to the State, ABPC and the Trustee, and signed by or on behalf
of the Holders of not less than a majority in aggregate principal amount of the
Bonds then outstanding.


 


(d)     Appointment of
Successors. If (i) a Registrar shall resign, shall be removed, shall
be dissolved, or shall become otherwise incapable of acting hereunder,
(ii) a Registrar shall be taken under the control of any public officer or
officers, (iii) a receiver shall be appointed for a Registrar by a court,
or (iv) a Registrar shall have an order for relief entered in any case
commenced by or against it under the federal bankruptcy laws or commence a
proceeding under any federal or state bankruptcy, insolvency, reorganization or
similar law, or have such a proceeding commenced against it and either have an
order of insolvency or reorganization entered against it or have the proceeding
remain undismissed and unstayed for 90 days, then a successor Registrar shall
be appointed by an Authorized Officer, with the written consent of the Trustee;
provided that if a successor Registrar is not so appointed within ten days
after (a) a notice of resignation or an


 


59

















 


instrument
or document of removal is received by the State, as provided above, or
(b) the Registrar is dissolved, taken under control, becomes otherwise
incapable of acting, a receiver is appointed or any of the circumstances
described in clause (iv) occur, in each case, as provided above, then, if
an Authorized Officer shall not have appointed a successor Registrar, the
Trustee or the Holders of a majority in aggregate principal amount of Bonds
then outstanding may designate a successor Registrar by an instrument or
document or concurrent instruments or documents in writing signed by the
Trustee, or in the case of the Holders, by or on behalf of those Holders.


 


Every
successor Registrar appointed hereunder shall sign and acknowledge, and shall
deliver to its predecessor, the State, ABPC and the Trustee, an instrument or
document in writing accepting the appointment. Thereupon, without any further
act, the successor shall become vested with all of the powers, rights, duties,
obligations, discretions and privileges of its predecessor. Upon the written
request of its successor or the State, a predecessor Registrar (i) shall
sign and deliver an instrument or document transferring to its successor all of
the powers, rights, duties, obligations, discretions and privileges of it as
predecessor Registrar hereunder, and (ii) shall take any other action
necessary to duly assign, transfer and deliver to its successor all property
and records (including without limitation, the Register and any canceled Bonds)
held by it as Registrar. Should any instrument or document in writing from the
State be requested by any successor Registrar for vesting and conveying more
fully and certainly in and to that successor the powers, rights, duties,
obligations, discretions and privileges, vested or conveyed or intended to be
vested or conveyed hereby in or to a predecessor Registrar, the State shall
sign, acknowledge and deliver that instrument or document.


 


The
provisions of Sections 3.06 and 6.02(c), (d), (h) and (i) shall be
applicable to the Registrar.


 


Section 6.12.
Designation and Succession of Paying Agents. The Trustee and any other
Paying Agents designated in the Supplemental Indenture for a series of Bonds
shall be Paying Agents for that series of Bonds. With the consent of the State,
the Trustee may appoint, and upon the request of the State the Trustee shall
appoint, a Paying Agent or Agents with power to act on its behalf and subject
to its direction in the payment of Debt Service on any series of Bonds. It is
the responsibility of the Trustee to establish the duties and responsibilities
of any Paying Agent for the purposes of this Indenture to the extent not
specified herein.


 


Any
agreement between the Trustee and a Paying Agent shall provide, without
limitation, that such Paying Agent will (i) hold all amounts held by it
for the payment of principal of or interest or any premium on Bonds in trust
for the benefit of the Holders entitled thereto until such amounts shall be
paid to such Holders or otherwise disposed of as herein provided, and
(ii) at any time during the continuance of an Event of Default, upon the
written request of the Trustee, forthwith pay to the Trustee all amounts so
held in trust by such Paying Agent.


 


Any
corporation or association with or into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation or
association resulting from any merger, consolidation or conversion to which any
Paying Agent shall be a party, or any corporation or association succeeding to
all or substantially all of the corporate trust business of any Paying Agent,
shall be the successor of that Paying Agent hereunder, if that successor
corporation


 


60

















 


or
association is otherwise eligible hereunder, without the signing or filing of
any paper or any further act on the part of the parties hereto or the Paying
Agent or that successor corporation or association.


 


Any
Paying Agent may resign at any time by giving written notice of resignation to
the Trustee, to the Registrar, ABPC and to the State. The Trustee may terminate
the agency of any Paying Agent at any time by giving written notice of
termination to such Paying Agent, to the Registrar, ABPC and to the State. Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time any Paying Agent shall cease to be eligible under this Section, the
Trustee may appoint a successor Paying Agent. The Trustee shall give written
notice of appointment of a successor Paying Agent to the State, ABPC and the
Registrar and shall mail notice thereof, within ten days after that
appointment, to all Holders as their names and addresses appear on the Register
on the date of that appointment.


 


The
Trustee shall pay to any Paying Agent from time to time reasonable compensation
as authorized in Section 6.03 hereof for its services, and the Trustee
shall be entitled to be reimbursed for such payments, subject to Section 6.03
hereof.


 


The
provisions of Section 3.05 and Section 6.02(c), (d) and
(h) hereof shall be applicable to any Paying Agent.


 


Section 6.13.
Designation and Succession of Authenticating Agents. With the consent of
the State, the Trustee may appoint, and upon the request of the State the
Trustee shall appoint, an Authenticating Agent or Agents, in addition to the
Registrar, with power to act on its behalf and subject to its direction in the
authentication and delivery of Bonds in connection with transfers and exchanges
under Sections 3.06 and 4.02 hereof. For all purposes of this Indenture, the
authentication and delivery of Bonds by an Authenticating Agent pursuant to
this Section shall be deemed to be authentication and delivery of those
Bonds by the Trustee.


 


Any
corporation or association with or into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation or
association resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation or association
succeeding to all or substantially all of the corporate trust business of any
Authenticating Agent, shall be the successor of that Authenticating Agent
hereunder if that successor corporation or association is otherwise eligible
hereunder, without the signing or filing of any paper or any further act on the
part of the parties hereto or the Authenticating Agent or such successor
corporation.


 


Any
Authenticating Agent may resign at any time by giving written notice of
resignation to the Trustee, to the Registrar, ABPC and to the State. The
Trustee may terminate the agency of any Authenticating Agent at any time by
giving written notice of termination to such Authenticating Agent, to the Registrar,
ABPC and to the State. Upon receiving such a notice of resignation or upon such
a termination, or in case at any time any Authenticating Agent shall cease to
be eligible under this Section, the Trustee may appoint a successor
Authenticating Agent. The Trustee shall give written notice of appointment of a
successor Authenticating Agent to the State,


 


61

















 


ABPC
and the Registrar and shall mail notice thereof, within ten days after that
appointment, to all Holders as their names and addresses appear on the Register
on the date of that appointment.


 


The
Trustee shall pay to any Authenticating Agent from time to time reasonable
compensation for its services, and the Trustee shall be entitled to be
reimbursed for such payments, subject to Section 6.03 hereof.


 


The
provisions of Sections 3.06 and paragraphs (b), (c), (d), (h) and
(i) of Section 6.02 shall be applicable to any Authenticating Agent.


 


Section 6.14.
Dealing in Bonds. The Trustee, any Registrar, any Paying Agent and any
Authenticating Agent, their affiliates, and any directors, officers, employees
or agents thereof, in good faith, may become the owners of Bonds secured hereby
with the same rights that it or they would have hereunder if the Trustee, the
Registrar, Paying Agents or Authenticating Agents did not serve in those
capacities.


 


Section 6.15.
Representations and Covenants of Trustee. The Trustee hereby represents
that it is duly organized and validly existing as a national banking
association under the laws of the United States, in good standing and duly
authorized to exercise corporate trust powers in the State, and with an
unimpaired reported capital and surplus of not less than $50,000,000. The
Trustee covenants that it will take such action, if any, as is necessary to
remain in good standing and duly authorized to exercise corporate trust powers
in the State and that it will maintain an unimpaired reported capital and
surplus of not less than $50,000,000. Subject to this Article VI, the Trustee
accepts and agrees to observe and perform the duties and obligations of the
Trustee to which reference is made in this Indenture.


 


Section 6.16.
Right of Trustee to Pay Taxes and Other Charges. The Trustee is
authorized, but not obligated, to advance funds whenever necessary and
advisable to do so because of the failure of the State to observe or perform
any covenant or agreement under this Indenture. The making by the Trustee of
those advances shall not constitute a waiver of, and shall not prejudice, any
rights of the Trustee or the Holders against the State for failure of the State
to do so.


 


Whenever
the Trustee shall have received a written notice from the Holders of not less
than 25% in aggregate principal amount of the Bonds then outstanding requesting
it to take any action, including the making of advances or expenditures,
authorized by the provisions of this Indenture, and shall have been offered
indemnity as provided in Section 6.02(j) of this Indenture, and shall
have refused to take or, for a period of 60 days shall not have taken, that
action, then the Holders making the request are hereby authorized to take that
action and shall be entitled to the same rights and remedies as the Trustee
would have been entitled if that action had been taken by the Trustee.


 


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Section 6.17.
State’s Right to Audit. The State may demand an accounting by the
Trustee, any Registrar and any Paying Agent of the funds and investments of the
State held by them, and the Trustee, Registrar or Paying Agent, as the case may
be, shall respond within ten business days to any request by the State for such
an accounting. The State may have an audit of the bonds and accounts of the
Trustee, Registrar and Paying Agent performed by an independent firm of
certified public accountants relevant to the funds and investments of the State
held by them. The cost of that audit shall be paid by the State unless the
audit demonstrates that a material error was made by the Trustee, Registrar or
Paying Agent in the handling of the funds and investments of the State
hereunder, in which case the cost of the audit shall be paid by the Trustee,
Registrar or Paying Agent, as the case may be.


 


(End of Article VI)


 


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ARTICLE VII


 


EVENTS OF DEFAULT AND REMEDIES


 


Section 7.01.
Events of Default. The occurrence of any of the following events is
defined as and declared to be and to constitute an Event of Default under this
Indenture:


 


(a) Failure to pay interest on any Bond
when and as that interest shall become due and payable;


 


(b) Failure to pay the principal of or
any premium on any Bond when and as that principal or premium shall become due
and payable, whether at stated maturity, by redemption, pursuant to any
Mandatory Sinking Fund Requirements or otherwise;


 


(c) Failure by the State to observe or
perform any other covenant, agreement or obligation of the State contained in
this Indenture or in the Bonds and the continuation of that failure for a
period of 90 days after written notice of that failure is given to the State,
which notice may be given by the Trustee in its discretion and shall be given
by the Trustee at the written request of the Holders of not less than 25% in
aggregate principal amount of Bonds then outstanding; provided that if the
failure is other than the payment of money and is of such nature that it can be
corrected but not within the applicable period, then, that failure shall not
constitute an Event of Default so long as the State institutes curative action
within the applicable period and diligently pursues that action to completion;


 


(d) The occurrence and continuance of an
Event of Default under Section 20 of the Lease or under the APCOA Guaranty
affecting timely payment of Debt Service on the Bonds or the application of
Garage Gross Receipts; or


 


(e) Acceleration of the payment of
principal of any Parity Obligations resulting from an event of default with
respect to such Party Obligations or otherwise.


 


The
term “default” or “failure” as used in this Article means a default or
failure by the State in the observance or performance of any of the covenants,
agreements or obligations on its part to be observed or performed contained in
this Indenture or in the Bonds, exclusive of any period of grace or notice
required to constitute a default or failure an Event of Default, as provided
above.


 


Notwithstanding
the foregoing, if, by reason of Force Majeure, the State is unable to observe
or perform any covenant, agreement or obligation that would give rise to an
Event of Default under Section 7.01(c) hereof, the State shall not be
deemed in default during the continuance of such inability. However, the State
promptly shall give notice to the Trustee of the existence of an event of Force
Majeure and shall use its best efforts to remove the effects thereof; provided
that the settlement of strikes or other such disturbances shall be entirely
within its discretion.


 


The
term Force Majeure shall mean, without limitation, the following:


 


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(a) acts of God; strikes, lockouts or
other such disturbances; acts of public enemies; orders or restraints of any
kind of the government of the United States of America or of the State or any
of their departments, agencies, political subdivisions or officials, except the
State or its officials, or any civil or military authority; insurrections;
civil disturbances; riots; epidemics; landslides; lightning; earthquakes;
fires; hurricanes; tornadoes; storms; droughts; floods; arrests; restraint of
government and people; explosions; breakage; malfunction or accident to
facilities, machinery, transmission pipes or canals; partial or entire failure
of utilities serving the Garage; shortages of labor, materials, supplies or
transportation; or


 


(b) any cause, circumstance or event not
reasonably within the control of the State.


 


The
declaration of an Event of Default under this Section and the exercise of
remedies upon any such declaration shall be subject to any applicable limitations
of bankruptcy laws affecting or precluding such declaration or exercise during
the pendency of or immediately following any insolvency, bankruptcy,
liquidation or reorganization proceedings.


 


Section 7.02.
Notice of Default. If an Event of Default shall occur, the Trustee shall
give written notice of the Event of Default, by registered or certified mail,
to the State, ABPC, the Registrar, every Paying Agent and every Authenticating
Agent within five days after the Trustee has knowledge of the Event of Default.
If an Event of Default occurs of which the Trustee has notice pursuant to this
Indenture, the Trustee shall give written notice thereof, within 30 days after
the Trustee’s receipt of notice of its occurrence, to the Holders of all Bonds
then outstanding as shown by the Register at the close of business 15 days
prior to the mailing of that notice; provided that, except in the case of a
default in the payment of the principal of or interest or any premium on any
Bond or in the payment of any Mandatory Sinking Fund Requirements, the Trustee
shall be protected in withholding such notice if and so long as the Trustee in
good faith determines that the withholding of notice to the Holders is in the
interests of the Holders.


 


Section 7.03.
Remedies; Rights of Holders. Subject to the provisions of
Section 7.11 hereof, upon the occurrence and continuance of an Event of
Default, the Trustee may pursue any available remedy to enforce the payment of
Debt Service or the observance and performance of any other covenant, agreement
or obligation under this Indenture, the Lease, the APCOA Guaranty, the Security
Agreements, any letter of credit or any other instrument providing security,
directly or indirectly, for the Bonds. For the avoidance of doubt, this Article VII,
among other provisions of this Indenture, has been modified with respect to the
Series 2000 Bonds by the First Supplemental Indenture, including
Section 8 thereof.


 


If,
upon the occurrence and continuance of an Event of Default, the Trustee is requested
so to do by the Holders of at least 25% in aggregate principal amount of Bonds
then outstanding, the Trustee (subject to the provisions of Sections 6.01 and
6.02 and particularly paragraph 6.01(c)(iv) and Subsection 6.02(j) of
those Sections, the provisions of Section 7.10 hereof and to any direction
by the Holders of a majority of the aggregate principal amount of the Bonds
then outstanding as to the method and place of conducting proceedings to be
taken in connection


 


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with
the enforcement of the terms and conditions of this Indenture), shall exercise
any rights and powers conferred by Article VII of this Indenture.


 


No
remedy conferred upon or reserved to the Trustee (or to the Holders) by this
Indenture is intended to be exclusive of any other remedy. Each remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or
otherwise to the Trustee or to the Holders or now or hereafter existing.


 


No
delay in exercising or omission to exercise any remedy, right or power accruing
upon any default or Event of Default shall impair that remedy, right or power
or shall be construed to be a waiver of any default or Event of Default or
acquiescence therein. Every remedy, right and power may be exercised from time
to time and as often as may be deemed to be expedient.


 


No
waiver of any default or Event of Default hereunder, whether by the Trustee or
by the Holders, shall extend to or shall affect any subsequent default or Event
of Default or shall impair any remedy, right or power consequent thereon.


 


In
exercising any remedy, right or power hereunder, the Trustee shall take any
action that would best serve the interests of the Holders in the judgment of
the Trustee, applying the standards described in Sections 6.01 and 6.02 hereof.


 


Section 7.04.
Right of Holders to Direct Proceedings. Anything to the contrary in this
Indenture notwithstanding, the Holders of a majority in aggregate principal
amount of Bonds then outstanding shall have the right at any time to direct, by
an instrument or document or instruments or documents in writing signed and
delivered to the Trustee, the method and place of conducting all proceedings to
be taken in connection with the enforcement of the terms and conditions of this
Indenture or any other proceedings hereunder; provided that (i) any
direction shall not be other than in accordance with the provisions of law and
of this Indenture, (ii) any direction shall be subject to the provisions
of Sections 6.01 and 6.02 hereof and particularly Sections 6.01(c)(iv) and
6.02(j), and (iii) the Trustee may take any other action that it deems to
be proper and that is not inconsistent with the direction.


 


Section 7.05.
Appointment of Receiver. If an Event of Default shall have occurred and
be continuing, the Trustee shall be entitled, as a matter of right and to the
extent permitted by applicable law, to the appointment of a receiver for all or
any part of the Garage and all of the Pledged Revenues, and the State hereby consents
to the appointment of such a receiver and covenants not to oppose any such
appointment.


 


Whenever
there shall have been commenced or shall be pending any litigation in any court
having jurisdiction thereof, to which the State shall be a party, involving the
operation or administration of the Garage or the wrongful performance or
failure to perform any of the terms and conditions of this Indenture or if an
Event of Default shall occur or shall have occurred and be continuing, the
court having jurisdiction of the cause may appoint a receiver to administer and
operate the Garage on behalf of the State with full power to pay and to provide
for the payment of Garage Operating Expenses and Debt Service, and to apply the
income and revenue derived from that operation, including the Funds created
under this Indenture in the custody of the State, in


 


66

















 


accordance
with the provisions of this Indenture and of the Bonds, and with such other
powers, subject to the direction of the court, as are accorded to receivers in
general equity cases; provided that the power of the receiver to make provision
for the payment of Debt Service as aforesaid shall not be construed as
including power to pledge the general credit of the State or its taxing power
to the payment of such Debt Service.


 


Section 7.06.
Application of Money. After payment of any fees of, and all costs,
expenses, liabilities and advances paid, incurred or made by, the Trustee in
the collection of money pursuant to any right given or action taken under the
provisions of this Article VII (including without limitation, reasonable
attorneys’ fees and expenses, except as limited by law or judicial order or
decision entered in any action taken hereunder), together with all Garage
Operating Expenses, all money received by the Trustee (including any money
remaining in the Pledged Funds and accounts therein created hereunder), shall
be deposited in separate accounts of the Garage Gross Receipts Fund and
disbursed to sub-accounts to be established for the payment of outstanding
Bonds and other obligations in accordance with the security given for their
payment; provided that any money received by the Trustee on account of the
Surface Parking or Surface Parking Gross Receipts shall be transferred to the
Custodian for deposit and application pursuant to the Custody Agreement.
Amounts in such subaccounts for the payment of Subordinate Bonds or Parity
Obligations shall be disbursed in accordance with the applicable Supplemental Indenture
or other document or instrument evidencing such obligations. Amounts in the
sub-accounts for Parity Bonds shall be disbursed as follows, subject to any
provision made pursuant to Sections 3.10 and 4.04 hereof:


 


(a) All
of that money shall be deposited in the Debt Service Fund and shall be applied:


 


First — To the payment to the Holders entitled
thereto of all installments of interest then due on the Parity Bonds, in the
order of the dates of maturity of the installments of that interest, beginning
with the earliest date of maturity and, if the amount available is not
sufficient to pay in full any particular installment, then to the payment
thereof ratably, according to the amounts due on that installment, to the
Holders entitled thereto, without any discrimination or privilege, except as to
any difference in the respective rates of interest specified in the Parity
Bonds and except as to the security given for the particular series of Parity
Bonds; and


 


Second — To the payment to the Holders entitled
thereto of the unpaid principal of any of the Parity Bonds that shall have
become due (other than Parity Bonds previously called for redemption for the
payment of which money is held pursuant to the provisions of this Indenture),
whether at stated maturity, by redemption or pursuant to any Mandatory Sinking
Fund Requirements, in the order of their due dates, beginning with the earliest
due date, with interest on those Parity Bonds from the respective dates upon
which they became due at the rates specified in those Parity Bonds, and if the
amount available is not sufficient to pay in full all Parity Bonds due on any
particular date, together with that interest, then to the payment thereof
ratably,


 


67














 


according
to the amounts of principal and interest due on that date, to the Holders
entitled thereto, without any discrimination or privilege, except as to any
difference in the respective rates of interest specified in the Parity Bonds.


 


(b) Whenever money is to
be applied pursuant to the provisions of this Section, that money shall be
applied at such times, and from time to time, as the Trustee shall determine,
having due regard for the amount of money available for application and the
likelihood of additional money becoming available for application in the
future. Whenever the Trustee shall direct the application of that money, it
shall fix the date upon which the application is to be made, and upon that
date, interest shall cease to accrue on the amounts of principal, if any, to be
paid on that date, provided the money is available therefor. The Trustee shall
give notice of the deposit with it of any money and of the fixing of that date,
all consistent with the requirements of Section 3.05 hereof for the
establishment of, and for giving notice with respect to, a Special Record Date
for the payment of overdue interest. The Trustee shall not be required to make
payment of principal of and any premium on a Bond to the Holder thereof, until
the Bond shall be presented to the Trustee for appropriate endorsement or for
cancellation if it is to be paid fully.


 


(c) Whenever all Debt
Service shall have been paid under the provisions of this Section and all
expenses and charges of the Trustee, the Registrar, the Authenticating Agents
and the Paying Agents have been paid, any balance remaining in the Debt Service
Fund shall be paid respectively into the other Funds to make up any deficiency
existing in any such Funds under the terms of this Indenture, or if all Bonds shall
be deemed to have been paid and discharged under this Indenture, then shall be
paid to the State unless other provision is made therefor by the State.


 


Section 7.07.
Remedies Vested in Trustee. All rights of action (including without
limitation, the right to file proof of claims) under this Indenture or under
any of the Bonds may be enforced by the Trustee without the possession of any
of the Bonds or the production thereof in any trial or other proceeding
relating thereto. Any suit or proceeding instituted by the Trustee shall be
brought in its name as Trustee without the necessity of joining any Holders as
plaintiffs or defendants. Any recovery of judgment shall be for the benefit of
the Holders of the outstanding Bonds, subject to the provisions of this
Indenture.


 


Section 7.08.
Rights and Remedies of Holders. A Holder shall not have any right to
institute any suit, action or proceeding for the enforcement of this Indenture,
for the execution of any trust hereof, or for the exercise of any other remedy
hereunder, unless:


 


(a) there has occurred
and is continuing an Event of Default of which the Trustee has been notified,
as provided in Section 6.02(f) hereof, or of which it is deemed to
have notice thereunder,


 


(b) the Holders of at
least a majority in aggregate principal amount of Bonds then outstanding shall
have made written request to the Trustee and shall have afforded the Trustee
reasonable opportunity to proceed to exercise the remedies, rights and powers


 


68

















 


granted herein or to institute the suit, action or proceeding in its own
name, and shall have offered indemnity to the Trustee as provided in Sections
6.01 and 6.02 hereof, and


 


(c) the Trustee, for 60
days thereafter, shall have failed or refused to exercise the remedies, rights
and powers granted herein or to institute the suit, action or proceeding in its
own name.


 


At
the option of the Trustee, such notification (or notice), request, opportunity
and offer of indemnity are conditions precedent in every case, to the
institution of any suit, action or proceeding described above.


 


No
one or more Holders of the Bonds shall have any right to affect, disturb or
prejudice in any manner whatsoever the security or benefit of this Indenture by
its or their action, or to enforce, except in the manner provided herein, any
remedy, right or power hereunder. Any suit, action or proceedings shall be
instituted, had and maintained in the manner provided herein for the benefit of
the Holders of all Bonds then outstanding.


 


Nothing
in this Indenture shall affect or impair, however, the right of any Holder to
enforce the payment of the Debt Service on any Bond owned by that Holder at and
after the maturity thereof, at the place, from the sources and in the manner
expressed in that Bond.


 


Section 7.09.
Termination of Proceedings. If the Trustee shall have proceeded to
enforce any remedy, right or power under this Indenture in any suit, action or
proceedings, and the suit, action or proceedings shall have been discontinued
or abandoned for any reason, or shall have been determined adversely to the
Trustee, then the State, the Trustee and the Holders shall be restored to their
former positions and rights hereunder, respectively, and all rights, remedies
and powers of the Trustee shall continue as if no suit, action or proceedings
had been taken.


 


Section 7.10.
Waivers of Events of Default. Except as hereinafter provided, the
Trustee shall waive any Event of Default hereunder and its consequences upon
the written request of the Holders of


 


(a) at least a majority
in aggregate principal amount of all Bonds then outstanding in respect of which
an Event of Default in the payment of Debt Service exists, or


 


(b) at least 25% in
aggregate principal amount of all Bonds then outstanding, in the case of any
other Event of Default.


 


Such
written request shall take priority over other actions requested or authorized
by the Holders.


 


There
shall not be so waived, however, any Event of Default described in paragraph
(a) or (b) of Section 7.01 hereof, unless at the time of that
waiver, payments of, plus interest to the extent permitted by law on any
overdue installments of interest at the rate borne by the Bonds in respect of
which the default shall have occurred, shall have been duly paid or provision
shall have been duly made therefor by deposit with the Trustee or Paying
Agents. If such a waiver shall occur,


 


69

















 


or
any suit, action or proceedings taken by the Trustee on account of any Event of
Default shall have been discontinued, abandoned or determined adversely to it,
then the State, the Trustee and the Holders shall be restored to their former
positions and rights hereunder, respectively. No waiver or rescission shall
extend to any subsequent or other Event of Default or impair any right
consequent thereon.


 


Section 7.11.
No Claims Against Trustee. Nothing contained in this Indenture shall
constitute any request by the Trustee, express or implied, for the performance
of any labor or services or the furnishing of any materials or other property
in respect of the Garage or any part thereof, or be construed to give the State
any right, power or authority to contract for or permit the performance of any
labor or services or the furnishing of any materials or other property in such
fashion as would provide the basis for any claim either against the Trustee or
that any lien based on the performance of such labor or services or the
furnishing of any such materials or other property is prior to the lien of this
Indenture.


 


Section 7.12.
Provisions Subject to Applicable Law. All rights, powers and remedies
provided herein may be exercised only to the extent that the exercise thereof
does not violate any applicable law, and are intended to be limited to the
extent necessary so that they will not render this Indenture invalid,
unenforceable or not entitled to be recorded, registered or filed under any
applicable law.


 


(End of Article VII)


 


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ARTICLE VIII


 


REPRESENTATIONS, COVENANTS AND AGREEMENTS OF THE STATE


 


Section 8.01.
Representations; Certain Covenants and Agreements.


 


(a) The State represents and warrants that


 


(i) It is duly
authorized by the Constitution and laws of the State and the Act to execute and
deliver this Indenture and to provide the security for payment of the Debt
Service in the manner and to the extent set forth in this Indenture.


 


(ii) All actions
required on its part to be performed for the execution and delivery of this
Indenture have been or will be taken.


 


(iii)  Bonds issued hereunder will be valid and enforceable special
obligations of the State according to their terms; provided that the Bonds
shall not be payable from nor charged upon any funds other than the Pledged Revenues
or other receipts, funds or moneys pledged therefor pursuant to this Indenture,
nor shall the State or any political subdivision thereof be subject to any
liability thereon except to the extent of such pledged revenues, receipts,
funds and moneys.


 


(b) In
addition to any other covenants and agreements of the State contained in this
Indenture, the State further covenants and agrees with the Holders and the
Trustee as follows:


 


(i) Payment of Debt
Service. The State will pay all Debt Service, or cause it to be paid,
solely from the sources provided herein, on the dates, at the places and in the
manner provided in this Indenture.


 


(ii) Performance of
Covenants and Agreements. The State will observe and perform faithfully at
all times all covenants, agreements, authority, actions, undertakings,
stipulations and provisions to be observed or performed on its part under the
Lease, this Indenture, the Supplemental Indenture and the Bonds that are
executed, authenticated and delivered under this Indenture.


 


(iii) Register.
The State agrees that at reasonable times and under reasonable regulations
established by the Registrar, the Register may be inspected and copied by the
Trustee, by the State, by Holders of 25% or more in aggregate principal amount
of the Bonds then outstanding, or a designated representative thereof.


 


(iv) Enforcement of
State’s Obligations. Each obligation of the State required to be undertaken
pursuant to this Indenture and the Bonds is binding upon the State, and upon
each officer or employee thereof as from time to time may have


 


71

















 


the
authority under law to take any action on behalf of the State that may be
necessary to perform all or any part of that obligation.


 


(v) Enforcement of Lease and APCOA Guaranty.
The State agrees that it will strictly enforce in all material respects the
terms and provisions of the Lease and the APCOA Guaranty and the State
acknowledges that the Holders and the Bond Insurer have relied on the State’s
agreement in this sentence.


 


Section 8.02.
Title to Garage. The State is the owner, free and clear of liens and
encumbrances other than Permitted Encumbrances, of good and marketable title in
fee simple to the Garage, and of sufficient other interests in or rights to use
the other real property on which the Garage will be are located, to permit the
State to use the Garage as intended and to operate the Garage fully,
effectively and efficiently.


 


Section 8.03.
After-Acquired Property, Further Assurances. All property and rights of
every kind, real, personal or mixed, tangible or intangible, that may be
acquired by the State out of the Pledged Revenues or used directly in
connection with the Garage or any Improvements after the date hereof, and all
such property constituting Pledged Revenues or deposited in any Pledged Fund,
shall become and be subject to this Indenture immediately upon the acquisition
or deposit thereof, without any further pledge or assignment, as fully and
completely as though now owned by the State and specifically described and
pledged in the granting clauses hereof. At any and all times the State will do,
execute, acknowledge and deliver, or shall cause to be done, all such further
acts and things, and cause to be executed, acknowledged and delivered all such
further pledges, assignments and assurances for the better pledging, assigning,
assuring and confirming unto the Trustee any and all properties and rights
hereby pledged and assigned or intended to be pledged and assigned, as the
Trustee may reasonably require for better accomplishing the provisions and
purposes of this Indenture, and for securing the payment of the Debt Service.


 


Section 8.04.
Special Covenants of the State. (a) The State covenants that it at
all times shall manage the operation of the Garage, any Improvements, other
structured parking facilities located on the Airport and the Surface Parking in
such manner so as to result, and at all times shall maintain rates for parking
at the Garage, any Improvements, other structured parking facilities located on
the Airport and the Surface Parking sufficient to result, during each Lease
Year in Garage Gross Receipts to be generated in such amount to permit
compliance with the Garage Coverage Ratio for such Lease Year. If for any Lease
Year, as shown in the audited financial statements prepared for such Lease Year
in accordance with Section 7(e) of the Lease, the Garage Coverage
Ratio has not been met, the State, together with ABPC, shall promptly adjust
rates for parking at, or make other appropriate changes in the operations of,
the Garage, any Improvements, other structured parking facilities located on
the Airport and/or the Surface Parking such that the Garage Coverage Ratio is
projected to be met for the then-current Lease Year.


 


(b) The
State covenants that, other than as Improvements financed by the issuance of
Parity Bonds, it shall not establish other structured parking facilities at the
Airport available for general use by users of the Airport except in compliance
with the requirements of Section 15(b) of the Lease and only with the
consent of the Bond Insurer. The State may establish other structured parking
facilities at the Airport (including, but not limited to, parking for an
Airport


 


72

















 


hotel)
which are not available for general use by users of the Airport, provided that
the rate schedule for parking at any such structured parking facilities at all
times shall be higher than the applicable rate schedule for parking at the
Garage.


 


(c) The
Lease and the APCOA Guaranty may be terminated upon the occurrence of certain
events specified in the Lease and in accordance with the provisions thereof. In
the event that the Lease is terminated as permitted thereby, and the Garage and
any other Improvements are to continue in operation, the State covenants that
it shall use its best efforts so that at all times thereafter while the Bonds
are outstanding either:


 


(i)   the State shall have entered into and there shall be in force a
substitute lease or operating agreement with a qualified operator or lessee to
operate the Garage and any Improvements or


 


(ii)  the State shall operate the Garage and any Improvements itself, if
permitted by law and the Bradley Airport Parity Bond Indenture, in each case in
such manner so that the Garage and any Improvements are continued to be
operated as public parking facilities at the Airport producing Pledged Revenues
which are deposited on a timely basis with the Trustee in accordance with this
Indenture. In the event that the State enters into a substitute lease or
operating agreement for the operation of the Garage and any Improvements, or
determines to operate the Garage and any Improvements itself, the State shall
cause to be delivered to the Trustee a certificate or report of the Consultant
evidencing that operating the Garage and any Improvements in such manner will
not adversely affect the ability of the State to comply with the first sentence
of Section 8.01(a) hereof. Any such certificate or report of the
Consultant shall be delivered no later than 60 days after the effective date of
any such substitute lease or operating agreement or the effective date that the
State assumes operational control of the Garage and any Improvements.


 


(d) If
(i) an order for relief to the detriment of the State or the Trustee is
issued in a United States Bankruptcy Court matter commenced by or against ABPC
and/or APCOA, or (ii) the State is prevented from terminating the Lease
under the terms of an order or other action of a United States Bankruptcy
Court, or (iii) during the pendency of any such bankruptcy matter, ABPC
and/or APCOA materially fail to perform their obligations under the Lease
and/or the APCOA Guaranty, respectively, then in any such event the State shall
immediately take all appropriate action necessary to obtain relief under the
Bankruptcy Code, to the extent necessary, including but not limited to that
afforded by Section 365 of the Bankruptcy Code.


 


(End of Article VIII)


 


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ARTICLE IX


 


DEFEASANCE


 


Section 9.01.
Release of Indenture. If (i) the State shall pay all of the
outstanding Bonds, or shall cause them to be paid and discharged, or if there
otherwise shall be paid to the Holders of the outstanding Bonds, all Debt Service
due or to become due thereon, and (ii) provision also shall be made for
the payment of all other amounts payable hereunder, including all fees and
expenses of the Trustee, then this Indenture shall cease, determine and become
null and void (except for those provisions surviving by reason of
Section 9.03 hereof in the event the Bonds are deemed paid and discharged
pursuant to Section 9.02 hereof), and the covenants, agreements and
obligations of the State hereunder shall be released, discharged and satisfied.


 


Thereupon,
and subject to the provisions of Section 9.02 hereof, if applicable,


 


(i) the Trustee shall release this Indenture (except for those
provisions surviving by reason of Section 9.03 hereof in the event the
Bonds are deemed paid and discharged pursuant to Section 9.02 hereof) and
shall sign and deliver to the State any instruments or documents in writing as
shall be requisite to evidence that release and discharge or as reasonably may
be requested by the State, and


 


(ii) the Trustee and any
other Paying Agents shall assign and deliver to the State any property then
subject to the lien of this Indenture and which then may be in their
possession, except amounts in the Debt Service Fund required to be held by the
Trustee and the Paying Agents under Section 3.10 hereof or otherwise for
the payment of Debt Service.


 


Section 9.02.
Payment and Discharge of Bonds. All or any part of the Bonds or any
series of Bonds shall be deemed to have been paid and discharged within the
meaning of this Indenture, including without limitation, Section 9.01
hereof, if:


 


(a) the Trustee as
paying agent and any Paying Agents shall have received, in trust for and
irrevocably committed thereto, sufficient cash, or


 


(b) the Trustee shall
have received, in trust for and irrevocably committed thereto, Government
Obligations that are certified by an independent public accounting firm or
verification firm of national reputation to be of such maturities or redemption
dates and interest payment dates, and to bear such interest, as will be
sufficient together with any money to which reference is made in paragraph
(a) of this Section 9.02, without further investment or reinvestment
of either the principal amount thereof or the interest earnings therefrom
(which earnings are to be held likewise in trust and so committed, except as
provided herein),


 


for
the payment of all Debt Service on those Bonds, at their maturity or redemption
dates, as the case may be, or if a default in payment shall have occurred on
any maturity or redemption date, then for the payment of all Debt Service
thereon to the date of the tender of payment; provided that if any


 


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of
those Bonds are to be redeemed prior to the maturity thereof, notice of that
redemption shall have been duly given or irrevocable provision satisfactory to
the Trustee shall have been duly made for the giving of that notice.


 


Any
money held by the Trustee in accordance with, the provisions of this
Section may be invested by the Trustee only in Government Obligations
having maturity dates, or having redemption dates which, at the option of the
holder of those obligations, shall be not later than the date or dates at which
money will be required for the purposes described above. To the extent that any
income or interest earned by, or increment to, the investments held under this
Section is determined from time to time by the Trustee to be in excess of
the amount required to be held by the Trustee for the purposes of this Section,
that income, interest or increment shall be transferred at the time of that
determination to the State free of any trust or lien.


 


Prior
to any discharge of Bonds hereunder being effective, there shall be delivered
to the Trustee and the State an opinion of nationally recognized bond counsel
to the effect that the discharge of such Bonds will not result in the interest
on any Bonds becoming includable in the gross income of the Holders thereof for
federal income tax purposes (to the extent those Bonds were issued on the basis
that the interest thereon was excluded from gross income of the Holders for
federal income tax purposes).


 


If
any Bonds shall be deemed paid and discharged pursuant to this
Section 9.02, the Trustee shall cause a written notice to be given within 15
days after such Bonds are so deemed paid and discharged to each Holder as shown
on the Register on the date on which such Bonds are deemed paid and discharged.
Such notice shall state the numbers of the Bonds deemed paid and discharged or
state that all Bonds of a particular series are deemed paid and discharged, set
forth a description of the obligations held pursuant to paragraph (b) of
this Section 9.02 and specify any date or dates on which any of the Bonds
are to be called for redemption pursuant to notice of redemption given or
irrevocable provisions made for such notice pursuant to the first paragraph of
this Section 9.02. The State may reserve the right to substitute
obligations held pursuant to paragraph (b) of this Section 9.02 with
other obligations meeting the requirements of this Section, provided that such
notice shall state that the State has reserved such right; provided further
that, prior to such substitution, there shall be delivered to the State and the
Trustee an opinion of nationally recognized bond counsel to the effect that
such substitution is legal under applicable law and is permitted by this
Indenture and will not result in the interest on any Bonds becoming includable
in the gross income of the Holders thereof for federal income tax purposes (to
the extent those Bonds were issued on the basis that the interest thereon was
excluded from gross income of the Holders for federal income tax purposes).


 


Section 9.03.
Survival of Certain Provisions. Notwithstanding the foregoing, any provisions
of the Supplemental Indenture and this Indenture that relate to:


 


(a)                             the maturity of Bonds,


 


(b)                            the interest payments and dates thereof,


 


(c)                             the optional and mandatory redemption
provisions,


 


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(d)                            the credit against Mandatory Sinking Fund
Requirements,


 


(e)                             the exchange, transfer and registration of
Bonds,


 


(f)                               the replacement of mutilated, destroyed, lost
or stolen Bonds,


 


(g)                            the safekeeping and cancellation of Bonds,


 


(h)                            the non-presentment of Bonds,


 


(i)                                the holding of money in trust,


 


(j)                                the payment or reimbursement of fees, charges
and expenses of the Trustee, the Registrar and any Paying Agents and
Authenticating Agents,


 


(k)                             the repayments to the State from the Debt
Service Fund,


 


(l)                                covenants with respect to maintaining tax
status of the Bonds,


 


(m)                          the duties of the State, the Trustee and the
Registrar in connection with all of the foregoing, and


 


(n)                            the Trustee’s rights described in Sections
6.01 and 6.02,


 


shall
remain in effect and be binding upon the State, the Trustee, the Registrar, the
Authenticating Agents, the Paying Agents and the Holders notwithstanding the
release and discharge of this Indenture. The provisions of this
Article shall survive the release, discharge and satisfaction of this
Indenture.


 


(End of Article IX)


 


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ARTICLE X


 


SUPPLEMENTAL TRUST INDENTURES


 


Section 10.01.
Supplemental Trust Indentures Not Requiring Consent of Holders. The
State and the Trustee may enter into indentures supplemental to this Indenture
as shall not be inconsistent with the terms and provisions hereof, without the
consent of or notice to any of the Holders for any one or more of the following
purposes:


 


(a) To cure any
ambiguity, inconsistency or formal defect or omission in this Indenture;


 


(b) To grant to or
confer upon the Trustee for the benefit of the Holders any additional rights,
remedies, powers or authority that lawfully may be granted to or conferred upon
the Holders or the Trustee;


 


(c) To assign additional
revenues under this Indenture;


 


(d) To add to the
covenants and agreements of the State under this Indenture other covenants and
agreements thereafter to be observed for the protection of the Holders, or to
surrender or limit any right, power or authority herein reserved to or
conferred upon the State in this Indenture, including without limitation, the
limitation of rights of redemption so that in certain instances Bonds of
different series will be redeemed in some prescribed relationship to one
another for the protection of the Holders of a particular series of Bonds;


 


(e) To authorize the
issuance of a series of Bonds and to prescribe the terms, forms and details
thereof not inconsistent with this Indenture;


 


(f) To make necessary or
advisable amendments or additions in connection with the issuance of Bonds as
do not adversely affect the interests of Holders of outstanding Bonds;


 


(g) To permit the use of
a book entry system to identify the owner of an interest in a Bond issued by
the State under this Indenture, whether that obligation was formerly, or could
be, evidenced by a physical security and to facilitate (i) the transfer of
Bonds from one Depository to another, (ii) the succession of Depositories
or (iii) the withdrawal of Bonds issued to a Depository for use in a book
entry system and the issuance of replacement Bonds in fully registered form to
others than a Depository;


 


(h) To permit the
Trustee to comply with any obligations imposed upon it by law;


 


(i) To specify further
the duties and responsibilities of, and to define further the relationship
among, the Trustee, the Registrar and any Authenticating Agents or Paying
Agents;


 


(j) To achieve
compliance of this Indenture with any applicable federal securities or tax law;



 


77

















 


(k) To permit any other
amendment that, in the judgment of the Trustee, is not to the prejudice of the
Trustee or the Holders;


 


(l) To make any
amendments that are necessary in connection with the State entering into any
substitute lease or other operating agreement or the State operating itself the
Garage and any Improvements, in each case as permitted pursuant to
Section 8.04(c) and 11.0l(b) hereof; or


 


(m) To accept additional
security and instruments and documents of further assurance with respect to the
Garage, any Improvements or the Pledged Revenues.


 


Section 10.02.
Supplemental Trust Indentures Requiring Consent of Holders. Exclusive of
Supplemental Indentures to which reference is made in Section 10.01 hereof
and subject to the terms, provisions and limitations contained in this Section,
and not otherwise, with the consent of the Holders of not less than a majority
in aggregate principal amount of the Bonds then outstanding, evidenced as provided
in this Indenture, the State and the Trustee may execute and deliver
Supplemental Indentures adding any provisions to, changing in any manner or
eliminating any of the provisions of this Indenture or any Supplemental
Indenture or restricting in any manner the rights of the Holders. Nothing in
this Section or Section 10.01 hereof, however, shall permit or be
construed as permitting:


 


(a) without the consent
of the Holder of each Bond so affected, (i) an extension of the maturity
of the principal of or the interest on any Bond, (ii) a reduction in the
principal amount of any Bond or the rate of interest or premium thereon,
(iii) the creation of a right in the State to call any Bond for redemption
prior to its maturity, or the advancement of the time or reduction of the
redemption price at which any existing right of the State to call Bonds for
redemption may be exercised, or (iv) a reduction in the amount or
extension of the time of payment of any Mandatory Sinking Fund Requirements, or


 


(b) without the consent
of the Holders of all Bonds then outstanding, (i) the creation of a
privilege or priority of any Bond or Bonds over any other Bond or Bonds, or
(ii) a reduction in the aggregate principal amount of the Bonds required
for consent to a Supplemental Indenture.


 


If
the State shall request that the Trustee execute and deliver any Supplemental
Indenture for any of the purposes of this Section, upon receipt of payment by
the Trustee of Ordinary Expenses incurred by it in connection therewith, the
Trustee shall cause notice of the proposed execution and delivery of the
Supplemental Indenture to be mailed by first class mail, postage prepaid, to
all Holders of Bonds then outstanding at their addresses as they appear on the
Register at the close of business on the fifteenth day preceding that mailing.


 


The
Trustee shall not be subject to any liability to any Holder by reason of the
Trustee’s failure to mail, or the failure of any Holder to receive, the notice
required by this Section. Any failure of that nature shall not affect the
validity of the Supplemental Indenture when there has been consent thereto as
provided in this Section. The notice shall set forth briefly the nature of the


 


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proposed
Supplemental Indenture and shall state that copies thereof are on file at the
principal corporate trust office of the Trustee for inspection by all Holders.


 


If
the Trustee shall receive, within a period prescribed in writing by the State,
of not fewer than 60 days following the mailing of the notice, an instrument or
document or instruments or documents, in form to which the Trustee does not
reasonably object, purporting to be signed by the Holders of not less than a
majority in aggregate principal amount of the Bonds then outstanding (which
instrument or document or instruments or documents shall refer to the proposed
Supplemental Indenture in the form described in the notice and specifically
shall consent to the Supplemental Indenture in substantially that form), the
Trustee shall, but shall not otherwise, execute and deliver the Supplemental
Indenture in substantially the form to which reference is made in the notice as
being on file with the Trustee, without liability or responsibility to any Holder,
regardless of whether that Holder shall have consented thereto.


 


Any
consent shall be binding upon the Holder of the Bond giving the consent and,
anything herein to the contrary notwithstanding, upon any subsequent Holder of
that Bond and of any Bond issued in exchange therefor (regardless of whether
the subsequent Holder has notice of the consent to the Supplemental Indenture).
A consent may be revoked in writing, however, by the Holder who gave the
consent or by a subsequent Holder of the Bond by a revocation of such consent
received by the Trustee prior to the execution and delivery by the Trustee of
the Supplemental Indenture. At any time after the Holders of the required
percentage in aggregate principal amount of Bonds shall have filed their consents
to the Supplemental Indenture, the Trustee shall make and file with the State a
written statement that the Holders of the required percentage in aggregate
principal amount of Bonds have filed those consents. That written statement
shall be conclusive evidence that the consents have been so filed.


 


If
the Holders of the required percentage in aggregate principal amount of Bonds
outstanding shall have consented to the Supplemental Indenture, as provided in
this Section, no Holder shall have any right (a) to object to (i) the
execution or delivery of the Supplemental Indenture, (ii) any of the terms
and provisions contained therein, or (iii) the operation thereof,
(b) to question the propriety of the execution and delivery thereof, or
(c) to enjoin or restrain the Trustee or the State from that execution or
delivery or from taking any action pursuant to the provisions thereof.


 


Section 10.03.
Authorization to Trustee; Effect of Supplement. The Trustee is
authorized to join with the State in the execution and delivery of any
Supplemental Indenture in accordance with this Article and to make the
further agreements and stipulations that may be contained therein. Thereafter,


 


(a)     That Supplemental Indenture shall form a part
of this Indenture;


 


(b)    All terms and conditions contained in that
Supplemental Indenture as to any provision authorized to be contained therein
shall be deemed to be a part of the terms and conditions of this Indenture for
any and all purposes;


 


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(c)     This Indenture shall be deemed to be modified
and amended in accordance with the Supplemental Indenture; and


 


(d)    The respective rights, duties and obligations
under this Indenture of the State, the Trustee, the Registrar, the Paying
Agents, the Authenticating Agents and all Holders of Bonds then outstanding
shall be determined, exercised and enforced hereunder in a manner that is
subject in all respects to those modifications and amendments made by the
Supplemental Indenture.


 


Express
reference to any executed and delivered Supplemental Indenture may be made in
the text of any Bonds issued thereafter, if that reference is deemed necessary
or desirable by the Trustee or the State. A copy of any Supplemental Indenture
for which provision is made in this Article shall be mailed by the Trustee
to the Registrar, each Authenticating Agent and Paying Agent. The Trustee shall
not be required to sign any Supplemental Indenture containing provisions
adverse to the Trustee or increasing the duties or obligations of the Trustee.


 


Section 10.04.
Opinion of Bond Counsel. Before the State and the Trustee shall enter
into any Supplemental Indenture pursuant to this Article X, there shall
have been delivered to the Trustee an opinion of nationally recognized bond
counsel to the effect that the Supplemental Indenture is authorized or
permitted by this Indenture, that upon execution it will be valid and binding
upon the State in accordance with its terms, and that the execution and
delivery of such Supplemental Indenture will not result in the interest on any
of the Bonds becoming includable in the gross income of the Holders thereof for
federal income tax purposes (to the extent those Bonds were issued on the basis
that the interest thereon was excluded from gross income of the Holders for
federal income tax purposes).


 


Section 10.05.
Modification by Unanimous Consent. Notwithstanding anything contained
elsewhere in this Indenture, the rights and obligations of the State and of the
Holders, and the terms and provisions of the Bonds and this Indenture or any
Supplemental Indenture, may be modified or altered in any respect with the
consent of the State and the Holders of all of the Bonds then outstanding;
provided that the Trustee shall not be required to sign any supplemental
indenture containing provisions adverse to the Trustee or increasing the duties
or obligations of the Trustee.


 


Section 10.06.
Consent of ABPC and APCOA. Anything herein to the contrary
notwithstanding, any Supplemental Indenture under this Article X which
affects the rights or obligations of ABPC under the Lease or of APCOA under the
APCOA Guaranty shall not become effective unless and until ABPC and/or APCOA,
as applicable, consents thereto in writing.


 


(End of Article X)


 


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ARTICLE XI


 


AMENDMENTS TO LEASE AND APCOA GUARANTY;


SUBSTITUTE LEASE OR OPERATING AGREEMENT


 


Section 11.01.
Amendments to Lease and APCOA Guaranty Not Requiring Consent of Holders;
Substitute Lease or Operating  Agreement.
(a) The State and the Trustee may enter into or consent, without the
consent of or notice to any of the Holders, to any amendment, change or
modification of the Lease or the APCOA Guaranty (i) to cure any ambiguity,
inconsistency or formal defect or omission therein, (ii) in connection
with the execution and delivery of a Supplemental Indenture authorized pursuant
to Section 10.01 of this Indenture or (iii) to permit any other
amendment that, in the judgment of the Trustee, is not to the prejudice of the
Trustee or the Holders.


 


(b) In
the event that the Lease and the APCOA Guaranty are terminated in accordance
with the provisions thereof, the State thereafter may enter into any substitute
lease or other operating agreement for the operation of the Garage and any
Improvements or operate the Garage and any Improvements itself, in either event
without the consent of any of the Holders, but only in compliance with
Section 8.04(c) hereof. The State shall provide notice to the Holders
of the termination of the Lease and the APCOA Guaranty, specifying whether the
State has entered or will enter into a substitute lease or operating agreement
for the operation of the Garage and any Improvements or whether the State will
operate the Garage and any Improvements itself.


 


Section 11.02.
Amendments to Lease and APCOA Guaranty Requiring Consent of Holders.
Except as provided in Section 11.01, the State and the Trustee may not
enter into or consent to any amendment, change or modification of the Lease or
the APCOA Guaranty, without the consent of the Holders of not less than a
majority in aggregate principal amount of the Bonds then outstanding obtained
as set forth in Section 10.02 hereof; provided that, except as permitted
in accordance with Section 8.04(c) hereof in connection with
termination of the Lease and the APCOA Guaranty, no amendment, change or
modification to the obligations of ABPC and APCOA to make payments of amounts
on account of Debt Service on the Bonds under the Lease or the APCOA Guaranty
may be made without the consent of the Holders of 100% of the Bonds then
outstanding. If at any time the Trustee is requested to consent to any proposed
amendment to the Lease or the APCOA Guaranty requiring notice and consent of
the Holders, the Trustee shall cause notice of such proposed amendment to be
mailed in the same manner as provided in Section 10.02 relating to
Supplemental Indentures.


 


Section 11.03.
Opinion of Bond Counsel. Before the State and the Trustee shall enter
into or consent to any amendment to the Lease or the APCOA Guaranty pursuant to
this Article XI, or enter into any substitute lease or operating agreement
for the operation of the Garage and any Improvements, there shall have been
delivered to the Trustee an opinion of nationally recognized bond counsel to
the effect that such amendment or substitute lease or operating agreement is
authorized or permitted by this Indenture and that the execution and delivery
of such amendment or substitute lease or operating agreement will not result in
the interest on any of the Bonds becoming includable in the gross income of the
Holders thereof for federal income tax


 


81

















 


purposes
(to the extent those Bonds were issued on the basis that the interest thereon
was excluded from gross income of the Holders for federal income tax purposes).


 


Section 11.04.
Consent of Trustee. Anything herein to the contrary notwithstanding, any
amendment to the Lease or the APCOA Guaranty under this Article XI or any
substitute lease or operating agreement which affects the rights or obligations
of the Trustee shall not become effective unless and until the Trustee consents
thereto in writing.


 


(End of Article XI)


 


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ARTICLE XII


 


PARITY OBLIGATIONS


 


Section 12.01.
Parity Obligations Permitted. The State may issue or incur Parity
Obligations secured on a parity with the Bonds with respect to the pledge of
and security interest in the Pledged Revenues for any one or more of the
following purposes:


 


(a) to secure its
obligations under a reimbursement agreement with a bank issuing a letter of
credit or liquidity facility for Bonds or Parity Obligations or to secure the
State’s obligations under other agreements with other providers of other credit
enhancement or liquidity facilities for Bonds or Parity Obligations;


 


(b) in connection with
interest rate exchange, swap or hedge arrangements;


 


(c) for any purpose for
which Bonds may be issued, provided that the requirements of Section 2.03
shall have been satisfied, treating in each case the Parity Obligations
proposed to be incurred as Bonds for purposes of that Section.


 


Section 12.02.
Parity Obligations. Prior to the incurrence of any Parity Obligations,
the State will provide evidence satisfactory to the Trustee that each of the
following conditions has been satisfied and will deliver to the Trustee the
following instruments and documents:


 


(a) any instrument or
document evidencing the Parity Obligation, which shall include:


 


(i) a cross default
provision with respect to this Indenture,


 


(ii) provisions (which
may be contained in a separate agreement to which the Trustee is a party) to
the effect that, prior to exercising any remedies upon a default or event of
default by the State under any instrument or document relating to the Parity
Obligation, the holders of the Parity Obligation (or a trustee representing
their interests) shall cooperate with the Trustee to the end that the interests
of those holders and the Holders of the Parity Bonds shall be protected equally
and ratably with respect to the Pledged Revenues,


 


(iii) any additional
provisions which are deemed by the Trustee to be necessary or advisable to
provide for cooperation between those holders (or that trustee) and the Holders
of the Bonds or the Trustee in view of the parity nature of Parity Bonds and
the Parity Obligation with respect to any payment from Pledged Revenues, and


 


(iv) a provision that
all Parity Obligations and Parity Bonds shall be payable from the Pledged
Revenues secured equally and ratably by all security provided for either or
both, except that Parity Obligations shall not be protected or secured by the
Debt Service Fund or the Debt Service Reserve Fund; and


 


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(b) due authorization
for the incurrence by the State of the Parity Obligation; and


 


(c) evidence of
satisfaction of the requirements of Section 12.01(c) above.


 


If the Trustee shall determine that all of the foregoing conditions have
been satisfied, it shall certify in writing to the State that the proposed
indebtedness, liability or obligation is a Parity Obligation for purposes of
this Indenture. Upon that certification, the indebtedness, liability or
obligation shall be so deemed.


 


The
State will take all actions (including without limitation, amending or
supplementing the Indenture and any other collateral instrument or document)
and will execute, deliver, file and record all instruments and documents of
security which are required by this Indenture, which relate to the Parity
Obligation, which are required by law, or which the Trustee determines to be
necessary or advisable, upon the advice of bond counsel, to make or grant to
the holders of the Parity Obligation a right for payment from Pledged Revenues
on a parity with that of all other holders of Outstanding Bonds and Outstanding
Parity Obligations.


 


The
actions taken pursuant to this section shall be taken to the end that all of
the Outstanding Parity Obligations and all Outstanding Bonds shall be of equal
rank with respect to the Pledged Revenues and shall be entitled to share on a
parity in the Pledged Revenues. However, Parity Obligations shall not be
protected or secured by the Debt Service Fund or Debt Service Reserve Fund.


 


Within
a reasonable period following the issuance of any Parity Obligation, the State
shall deliver to the Trustee conformed copies of all instruments and documents
supporting or evidencing the Parity Obligation.


 


(End of Article XII)


 


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ARTICLE XIII


 


MISCELLANEOUS


 


Section 13.01.
Limitation of Rights. With the exception of rights conferred expressly
in this Indenture, nothing expressed or mentioned in or to be implied from this
Indenture or the Bonds is intended or shall be construed to give to any Person
other than the parties hereto, the Registrar, the Authenticating Agents, the
Paying Agents, ABPC and the Holders of the Bonds any legal or equitable right,
remedy, power or claim under or with respect to this Indenture or any
covenants, agreements, conditions and provisions contained herein. This
Indenture and all of those covenants, agreements, conditions and provisions are
intended to be, and are, for the sole and exclusive benefit of the parties
hereto, the Registrar, the Authenticating Agents, the Paying Agents, ABPC and
the Holders of the Bonds, as provided herein.


 


Section 13.02.
Severability. In case any section or provision of this Indenture, or any
covenant, agreement, stipulation, obligation, act or action, or part thereof,
made, assumed, entered into or taken under this Indenture, or any application
thereof, is held to be illegal or invalid for any reason, or is inoperable at
any time, that illegality, invalidity or inoperability shall not affect the
remainder thereof or any other section or provision of this Indenture or any
other covenant, agreement, stipulation, obligation, act or action, or part
thereof, made, assumed, entered into or taken under this Indenture, all of
which shall be construed and enforced at the time as if the illegal, invalid or
inoperable portion were not contained therein.


 


Any
illegality, invalidity or inoperability shall not affect any legal, valid and
operable section, provision, covenant, agreement, stipulation, obligation, act,
action, part or application, all of which shall be deemed to be effective,
operative, made, assumed, entered into or taken in the manner and to the full
extent permitted by law from time to time.


 


Section 13.03.
Notices. Except as provided in Section 7.02 hereof and as otherwise
provided in this Section 13.03, it shall be sufficient service or giving
of any notice, request, complaint, demand or other instrument or document to
the State or the Trustee if it is duly mailed by registered or certified mail
addressed to the appropriate Notice Address.


 


Duplicate
copies of each notice, request, complaint, demand or other instrument or
document given hereunder to the State or the Trustee also shall be given to the
other. The foregoing parties may designate, by notice given hereunder, any further
or different addresses to which any subsequent notice, request, complaint,
demand or other instrument or document shall be sent. The Trustee shall
designate, by notice to the State, the addresses to which notices or copies
thereof shall be sent to the Registrar, the Authenticating Agents and the
Paying Agents.


 


In
connection with any notice mailed pursuant to the provisions of this Indenture,
a certificate of the Trustee, the State, the Registrar, the Authenticating
Agents or the Holders of the Bonds, whichever or whoever mailed that notice,
that the notice was so mailed shall be conclusive evidence of the proper
mailing of the notice.


 


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Section 13.04.
Suspension of Mail. If because of the suspension of delivery of first
class, registered or certified mail or, for any other reason, any Person shall
be unable to mail by the required class of mail any notice required to be
mailed by the provisions of this Indenture, then such notice shall be given in
such other manner as in the judgment of the Trustee shall most effectively
approximate mailing thereof, and the giving of that notice in that manner for
all purposes of this Indenture shall be deemed to be in compliance with the
requirement for the mailing thereof. Except as otherwise provided herein, the
mailing of any notice shall be deemed complete upon deposit of that notice in
the mail and the giving of any notice by any other means of delivery shall be
deemed complete upon receipt of the notice by the delivery service.


 


Section 13.05.
Payments Due on Non-Business Days. If any Interest Payment Date, date of
maturity of the principal of any Bonds, or date fixed for redemption of any
Bonds is not a Business Day, then payment of interest, principal and any redemption
premium need not be made by the Trustee or any Paying Agent on that date, but
that payment may be made on the next succeeding Business Day with the same
force and effect as if that payment were made on the Interest Payment Date,
date of maturity or date fixed for redemption, and no interest shall accrue for
the period after that date; provided that if the Trustee is open for business
on the applicable Interest Payment Date, date of maturity or date fixed for
redemption, it shall make any payment required hereunder with respect to
payment of interest on outstanding Bonds and payment of principal of and
premium on Bonds presented to it for payment, regardless of whether any Paying
Agent shall be open for business or closed on the applicable Interest Payment
Date, date of maturity or date fixed for redemption.


 


Section 13.06.
Instruments of Holders. Any writing, including without limitation, any
consent, request, direction, approval, objection or other instrument or
document required under this Indenture to be signed by any Holder may be in any
number of concurrent writings of similar tenor and may be signed by that Holder
in person or by an agent or attorney appointed in writing. Proof of
(i) the signing of any writing, including without limitation, any consent,
request, direction, approval, objection or other instrument or document,
(ii) the signing of any writing appointing any agent or attorney, and
(iii) the ownership of Bonds, shall be sufficient for any of the purposes
of this Indenture, if made in the following manner, and if so made, shall be
conclusive in favor of the Trustee with regard to any action taken thereunder,
namely:


 


(a) The fact and date of the signing by any person of any writing
may be proved by the certificate of any officer in any jurisdiction, who has
power by law to take acknowledgments within that jurisdiction, that the person
signing the writing acknowledged that signing before that officer, or by
affidavit of any witness to that signing; and


 


(b) The fact of ownership of Bonds shall be proved by the Register
maintained by the Registrar.


 


Nothing
contained herein shall be construed to limit the Trustee to the foregoing
proof, and the Trustee may accept any other evidence of the matters stated
therein that it deems to be sufficient. Any writing, including without
limitation, any consent, request, direction, approval, objection or other
instrument or document, of the Holder of any Bond shall bind every future


 


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Holder
of the same Bond, with respect to anything done or suffered to be done by the
State, the Trustee, the Registrar or any Paying Agent or Authenticating Agent
pursuant to that writing.


 


Section 13.07.
Priority of this Indenture. This Indenture shall be superior to any
liens that may be placed upon the Pledged Revenues or any other funds or
accounts created pursuant to this Indenture.


 


Section 13.08.
Extent of Covenants; No Personal Liability. All covenants, stipulations,
obligations and agreements of the State contained in this Indenture are and
shall be deemed to be covenants, stipulations, obligations and agreements of
the State to the full extent authorized by law and permitted by the
Constitution of the State. No covenant, stipulation, obligation or agreement of
the State contained in this Indenture shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future member, officer,
agent or employee of the State in other than that person’s official capacity.
No official signing the Bonds, this Indenture or any amendment or supplement
hereto or thereto shall be liable personally on the Bonds.


 


Section 13.09.
Binding Effect. This Indenture shall inure to the benefit of and shall
be binding upon the State and the Trustee and their respective successors and
assigns, subject, however, to the limitations contained herein.


 


Section 13.10.
Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be regarded as an original and all of which
shall constitute but one and the same instrument.


 


Section 13.11.
Governing Law. This Indenture and the Bonds shall be deemed to be
contracts made under the laws of the State and for all purposes shall be
governed by and construed in accordance with the laws of the State without regard
to conflict of law provisions.


 


(End of Article XIII)


 


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IN
WITNESS WHEREOF, the State has caused this Indenture to be signed for it and in
its name and on its behalf by its Authorized Officers; and the Trustee, in
token of its acceptance of the trusts created hereunder, has caused this
Indenture to be signed for it and in its name and on its behalf by its duly
authorized officer, as Trustee and as Registrar, all as of the day and year
first above written.


 


	
   

  	
  STATE
  OF CONNECTICUT 

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John G. Rowland

  
	
   

  	
   

  	
  Governor

  
	
   

  	
   

  
	
   

  	
  And
  By:

  	
  /s/
  Denise L. Nappier

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  And
  By:

  	
  /s/ Nancy Wyman

  
	
   

  	
   

  	
  Comptroller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST
  UNION NATIONAL BANK

  as
  Trustee and as Registrar

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


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