TRUST INDENTURE. between ILLINOIS FINANCE AUTHORITY. and. LASALLE BANK NATIONAL ASSOCIATION, as Trustee. relating to

Transcription

1 TRUST INDENTURE between ILLINOIS FINANCE AUTHORITY and LASALLE BANK NATIONAL ASSOCIATION, as Trustee relating to $20,000,000 ADJUSTABLE DEMAND REVENUE BONDS, SERIES 2005 (JOAN W. AND IRVING B. HARRIS THEATER FOR MUSIC AND DANCE PROJECT) Dated as of March 1, 2005

2 TABLE OF CONTENTS TRUST INDENTURE ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Definitions...3 Section 1.02 Characteristics of Certificates...16 Section 1.03 Other Definitions in Loan Agreement...16 Section 1.04 Additional Provisions as to Interpretation...16 Section 1.05 Description of Project...16 ARTICLE II THE BONDS Section 2.01 Authorized Amount of Bonds...17 Section 2.02 Certain Terms of Bonds...17 Section 2.03 Execution of Bonds...29 Section 2.04 Authentication of Bonds...29 Section 2.05 Form of Bonds...29 Section 2.06 Delivery of Bonds...29 Section 2.07 Mutilated, Lost, Stolen, Destroyed or Undelivered Bonds...29 Section 2.08 Transfer and Exchange of Bonds; Persons Treated as Owners Section 2.09 Establishment of a Fixed Interest Rate; Change of Fixed Interest Rate Section 2.10 Notices to Bondholders...34 Section 2.11 Letter of Credit, Alternate Letter of Credit...34 Section 2.12 Deposit of Bonds...37 Section 2.13 Remarketing of Bonds Section 2.14 Delivery of Bonds for Purchase...38 Section 2.15 Registration of Partially Redeemed and Partially Purchased Bonds...39 Section 2.16 Purchase of Bank Bonds...39 Section 2.17 List of Bondholders...40 ARTICLE III REDEMPTION OF BONDS; MANDATORY TENDER FOR PURCHASE Section 3.01 Redemption Dates and Prices...40 Section 3.02 Notice of Redemption to Trustee and Bondholders...45 Section 3.03 Mandatory Tenders for Purchase of Bonds...46 Section 3.04 Partial Redemption of Bonds...46 Section 3.05 Selection of Bonds for Redemption...47 ARTICLE IV PURCHASE FUND AND REMARKETING OF BONDS Section 4.01 Purchase Fund...47 Section 4.02 Non-Presentment of Bonds...50 i

3 ARTICLE V DISPOSITION OF BOND PROCEEDS AND PROJECT ACCOUNT Section 5.01 Establishment of Project Account...51 Section 5.02 Application of Money in Project Account...51 Section 5.03 Project Costs Payable from Project Account...51 Section 5.04 Payments from Project Account...52 Section 5.05 Application of Balance in Project Account...52 ARTICLE VI BOOK-ENTRY SYSTEM Section 6.01 Book-Entry System...53 Section 7.01 Section 7.02 ARTICLE VII LETTER OF CREDIT Letter of Credit or Alternate Letter of Credit...54 Application of Money to Pay Bonds; Draws Under Letter of Credit or Alternate Letter of Credit...55 Section 7.03 Consents, etc. by Bank Limited...57 Section 7.04 Amendment of Letter of Credit or Alternate Letter or Credit...57 ARTICLE VIII DISPOSITION OF PLEDGED REVENUES Section 8.01 Bond and Interest Sinking Fund Account...58 Section 8.02 Records...61 Section 8.03 Reports By the Trustee...61 Section 8.04 Trust Funds...61 Section 8.05 Investment of Funds...62 Section 8.06 Compliance with Arbitrage Regulations; Rebate Requirements...63 ARTICLE IX PARTICULAR COVENANTS OF THE ISSUER; LIMITATIONS ON LIABILITY Section 9.01 Payment of Bonds...64 Section 9.02 Extensions of Payments of Bonds...64 Section 9.03 Performance of Covenants; Authority...64 Section 9.04 Concerning the Loan Agreement...65 Section 9.05 To Observe Regulations...65 Section 9.06 Further Assurances; Recordation and Other Instruments...65 Section 9.07 Proper Books and Records...66 Section 9.08 To Observe All Covenants and Terms...66 Section 9.09 Limitations on Liability...66 ARTICLE X REMEDIES ON DEFAULT Section Events of Default Section Acceleration...68 ii

4 Section Remedies; Rights of Bondholders...69 Section Right of Bondholders to Direct Proceedings...70 Section Application of Money...70 Section Remedies Vested in Trustee...71 Section Rights and Remedies of Bondholders...72 Section Termination of Proceedings...72 Section Waivers of Events of Default...72 ARTICLE XI CONCERNING THE TRUSTEE Section Acceptance of Trust and Prudent Performance Thereof...73 Section Trustee May Rely Upon Certain Documents, Opinions...74 Section Trustee Not Responsible for Indenture Statements, Validity...74 Section Limits on Duties and Liabilities of Trustee...75 Section Giving Notice to Issuer...75 Section Obligation of Trustee...75 Section Responsibilities of Trustee in Event of Default...75 Section Notice to Bondholders...76 Section Intervention in Judicial Proceedings...76 Section Further Investigations by Trustee...76 Section Right to Inspect Records of Issuer...76 Section Certain Reports to Issuer...76 Section Qualification...77 Section Compensation of Trustee...77 Section Trustee May Hold Bonds...78 Section Appointment of Trustee...78 Section Merger of Trustee...78 Section Resignation or Removal of Trustee...78 Section Appointment of Successor Trustee...79 Section Transfer of Rights and Property to Successor Trustee...79 Section Reserved...79 Section Remarketing Agent...79 Section Qualifications of Remarketing Agent; Resignation; Removal...80 Section Trustee as Paying Agent and Registrar; Appointment of Tender Agent...80 Section Resignation and Removal of Tender Agent...81 ARTICLE XII CONCERNING THE BONDHOLDERS Section Execution of Instruments by Bondholders...81 Section Waiver of Notice...81 Section Determination of Bondholder Concurrence...82 Section Bondholders Meeting...82 ARTICLE XIII PAYMENT, DEFEASANCE AND RELEASE Section Payment and Discharge of Indenture...84 Section Bonds Deemed Not Outstanding After Deposits...85 iii

5 Section Unclaimed Money Returned to Borrower...86 ARTICLE XIV SUPPLEMENTAL INDENTURES Section Purposes for Which Supplemental Indentures May Be Executed...86 Section Execution of Supplemental Indenture...87 Section Discretion of Trustee...87 Section Modification of Indenture with Consent of Bondholders...87 Section Supplemental Indentures to be Part of Indenture...88 Section Approval of Bank...88 Section Approval of Remarketing Agent and Tender Agent...88 ARTICLE XV AMENDMENTS TO THE LOAN AGREEMENT Section Amendments to the Loan Agreement Not Requiring Consent of Bondholders...89 Section Amendments to the Loan Agreement Requiring Consent of Bondholders...89 Section No Amendment May Reduce or Delay Loan Repayments...89 Section Approval of Bank...89 Section Approval of Tender Agent...89 ARTICLE XVI MISCELLANEOUS Section Covenants of Issuer Bind Successors and Assigns...90 Section Immunity of Officers...90 Section No Benefits to Outside Parties...90 Section Separability of Indenture Provisions...90 Section Execution of Indenture in Counterparts...90 Section Headings Not Controlling...90 Section Notices...90 Section Notice to Remarketing Agent...92 Section Notice by Trustee to Rating Agencies...92 Section Governing Law...92 Section Provisions for Payment of Expenses...92 EXHIBIT A SCHEDULE I Form of Bond Initial Adjustment Period iv

6 TRUST INDENTURE This TRUST INDENTURE, dated as of March 1, 2005 (this Indenture ), is between the ILLINOIS FINANCE AUTHORITY, a body politic and corporate validly existing under the laws of the State of Illinois (together with its successors and assigns, the Issuer ), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (together with its successors and assigns, the Trustee ). THE MEANING OF CAPITALIZED TERMS CAN BE DETERMINED BY REFERENCE TO ARTICLE I OF THIS INDENTURE. WITNESSETH: WHEREAS, pursuant to the Constitution and the laws of the State of Illinois (the State ), and particularly pursuant to the Illinois Finance Authority Act, 20 ILCS 3501/801-1 et seq., as supplemented and amended (the Act ), the Issuer is authorized to make loans to finance cultural institution projects, as defined in the Act, and to issue its revenue bonds from time to time for such purposes; WHEREAS, Music and Dance Theater Chicago, Inc., an Illinois not-for-profit corporation (the Borrower ), owns and operates The Joan W. and Irving B. Harris Theater for Music and Dance (the Theater ) at 205 East Randolph Drive in Chicago, Illinois; WHEREAS, the Borrower has requested the Issuer to provide refinancing for a portion of the cost of the Theater and certain facilities related thereto (collectively, the Project ), and to make a loan (the Loan ) of the proceeds of the Bonds to the Borrower pursuant to the Loan Agreement; WHEREAS, the Issuer has determined that the issuance and sale of the Bonds and the application of the proceeds thereof to fund the Loan will facilitate the financing of the Project and will accomplish a valid public purpose of the Issuer; WHEREAS, the Issuer has, pursuant to the Act and the Bond Resolution, authorized (a) the issuance of the Bonds for the purpose of providing refinancing for the Project, (b) the execution and delivery of this Indenture to establish the terms of the Bonds and the security for the Bonds and (c) the execution and delivery of the Loan Agreement to provide for and establish certain terms and conditions of the Loan; WHEREAS, the Issuer and the Borrower are concurrently entering into the Loan Agreement; WHEREAS, Bank of America, N.A. (the Bank ), will issue to the Trustee for the account of the Borrower, its Letter of Credit pursuant to the Reimbursement Agreement; WHEREAS, the execution and delivery of this Indenture and the Loan Agreement and the issuance of the Bonds have been in all respects duly and validly authorized by the Issuer pursuant to the Bond Resolution;

7 WHEREAS, the execution and delivery of this Indenture have been duly authorized by the Issuer, and all conditions, acts and things necessary and required by the Constitution and laws of the State, or otherwise, to exist, to have happened or to have been performed precedent to and in the execution and delivery of this Indenture, and in the issuance of the Bonds, do exist, have happened or have been performed in regular form, time and manner, and the execution and delivery of this Indenture have been in all respects duly authorized; and WHEREAS, the Trustee has accepted the trust created by this Indenture and in evidence thereof has joined in the execution hereof; NOW, THEREFORE, THIS INDENTURE WITNESSETH: GRANTING CLAUSES That in order to secure the payment of the principal of and interest on all Bonds issued under this Indenture according to their tenor and effect and the performance and observance of each and all of the covenants and conditions herein and therein contained, and for and in consideration of the premises and of the purchase and acceptance of the Bonds by the respective purchaser or purchasers and registered owner or holder or holders thereof, and to secure the payment of amounts owed to the Bank under the Reimbursement Agreement and for other good and valuable considerations, the receipt whereof is hereby acknowledged, the Issuer has executed and delivered this Indenture and has granted, bargained, sold, assigned, transferred, conveyed, warranted, pledged and set over, and by these presents does hereby grant, bargain, sell, assign, transfer, convey, warrant, pledge and set over, unto the Trustee, and to its successor or successors in trust and to its assigns forever: I. All right, title and interest of the Issuer under the Loan Agreement, and all Loan Repayments and all other sums to become due thereunder or any extension or renewal thereof, except the rights of the Issuer relating to fees, expenses, indemnity and advances of the Issuer under Sections 4.03, 6.01, 6.13, 7.04 and 7.05 thereof. II. A first lien on and pledge of (i) the money and investments in the Accounts created and maintained under this Indenture, and (ii) all accounts, contract rights, general intangibles, money and instruments arising therefrom or relating thereto and all proceeds and products of and accessions to any thereof. III. Any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, assigned or transferred, or in which a security interest is granted, by the Issuer or the Borrower or by anyone on behalf of them or with their written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same to the terms hereof. 2

8 TO HAVE AND TO HOLD all and singular the Trust Estate hereby conveyed and assigned, or agreed or intended so to be, to the Trustee, its successor or successors in trust and its and their assigns, FOREVER. IN TRUST NEVERTHELESS, upon the terms and trust herein set forth, for (i) the equal and proportionate benefit, security and protection of all Holders of the Bonds issued or to be issued under and secured by this Indenture, without preference, priority or distinction as to lien or otherwise of any of the Bonds over any of the others except as herein expressly provided and (ii) the benefit, security and protection of the Bank, which security interest shall be subordinate in each and every respect, to the benefit, security and protection provided by this Indenture to the Holders of the Bonds; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay or cause to be paid the principal of the Bonds and the interest due or to become due thereon, at the times and in the manner mentioned in the Bonds according to the true intent and meaning thereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, and if obligations to the Bank shall have been paid in full and the Letter of Credit or any Alternate Letter of Credit shall have been returned to the Bank for cancellation; then upon such final payment this Indenture and the rights hereby granted shall cease, determine and be void; otherwise, this Indenture to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property hereby assigned or pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer hereby agrees and covenants with the Trustee and with the registered owners, from time to time, of the said bonds or any part thereof, as follows, that is to say: ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Article I and in the recitals and succeeding Articles of this Indenture shall, for all purposes of this Indenture and of any agreement supplemental hereto, have the meanings herein specified, such definitions to be equally applicable to both the singular and plural forms of any of the terms defined: Account or Accounts means one or more of the Accounts or Funds created under this Indenture. 3

9 Act means the Illinois Finance Authority Act, 20 ILCS 3501/801-1 et seq., as supplemented and amended. Adjustable Long Period means any Adjustment Period other than a Short Period. There shall be no Demand Dates during an Adjustable Long Period. Adjustment Date means with respect to each Bond, (i) the date or dates specified in Schedule I hereto, (ii) each LOC Termination Tender Date and (iii) any other date so designated by the Remarketing Agent in the manner set forth in Section 2.02(f) of this Indenture, including any Substitute Adjustment Date. Each Adjustment Date is also a Rate Change Date. Adjustment Period means with respect to each Bond, the period beginning on the date of the initial authentication and delivery of such Bond and ending at 12:00 Midnight, Chicago time, on the applicable date specified in Schedule I hereto (unless the interest rate on such Bond has been converted to the Fixed Interest Rate or a Substitute Adjustment Date has occurred) and, thereafter, each period beginning on an Adjustment Date for such Bond and ending on the day before the next Adjustment Date for such Bond. No Adjustment Period shall be for a duration of less than 20 days. Unless and until the Remarketing Agent affirmatively designates a different Adjustment Period and all other conditions relating to such designation are satisfied as specified in Section 2.02(f) of this Indenture, if the preceding Adjustment Period for such Bond was a Weekly Mode Period, a Monthly Mode Period or an Adjustable Long Period, such period shall remain in effect. Alternate Letter of Credit means, after expiration, termination or cancellation of the Letter of Credit with respect to any Bond, one or more letters of credit or other facilities (other than the Letter of Credit) of any Person, including any confirming letter of credit, line of credit, insurance policy, surety bond, bond purchase agreement, guaranty or other instrument, providing credit or liquidity support for (i) the principal of (whether upon maturity, redemption or acceleration) and interest on the Bonds when due or (ii) the Tender Price with respect to such Bonds tendered or required to be tendered for purchase pursuant to this Indenture. No Alternate Letter of Credit may have a stated expiration date of less than the lesser of (i) 364 days from the date of issuance or delivery thereof and (ii) the maturity of the Bonds. Arbitrage Regulations means all Regulations and Proposed Regulations from time to time issued and in effect under Section 148 of the Code, including without limitation Treasury Regulations Sections to Authorized Borrower Representative means the President, Managing Director, Secretary or any other person at the time designated to act on behalf of the Borrower by written certificate furnished to the Issuer and the Trustee containing the specimen signature of such person and signed on behalf of the Borrower by the President, Managing Director or Secretary of the Borrower. Such certificate may designate an alternate or alternates. Authorized Denominations means (i) during a Short Period, $100,000 and any integral multiple of $5,000 in excess of $100,000 and (ii) during any Adjustable Long Period and on and after the Conversion Date, $5,000 and any integral multiple thereof. Bonds may be redeemed in denominations of $5,000 or any integral multiple thereof, provided that during a Short Period, 4

10 the principal amount of the portion of any Bond not being redeemed shall be in a denomination of at least $100,000. Authorized Investments means any of the following, to the extent permitted by law: (i) Government Securities; (ii) certificates of deposit, time deposits or similar arrangements that are fully insured by the Federal Deposit Insurance Corporation; (iii) unsecured certificates of deposit, time deposits, bankers acceptances and similar arrangements having maturities of not more than 365 days of any bank or trust company the long-term unsecured obligations of which at the time of investment are rated by each Rating Agency in not lower than the second-highest rating category for long-term debt; (iv) certificates of deposit, time deposits, bankers acceptances, or similar arrangements in one or more savings and loan associations, banks or trust companies located in the United States, including the Trustee and its affiliates, provided that, to the extent that any deposit is not insured by the Federal Deposit Insurance Corporation, (a) it is fully collateralized with Government Securities having a market value at all times at least equal to the uninsured amount of the deposit, (b) the Trustee either has legal title to, or a prior perfected security interest in, the Authorized Investments constituting such collateral, and (3) those Authorized Investments are free and clear of any claim by third parties and are segregated in a custodial or trust account held by the Trustee or a third party as the agent solely of, or in trust solely for the benefit of, the Trustee; (v) debt obligations which at the time of investment are rated by each Rating Agency in a rating category not lower than the highest rating category for long-term debt; (vi) commercial paper having maturities of not more than 270 days rated at the time of investment by each Rating Agency in not lower than the highest rating category for short-term debt; (vii) money market funds that are registered under the Investment Company Act of 1940, as amended, whose shares are registered under the Securities Act of 1933, as amended, and which are rated at the time of investment in the highest rating category by each Rating Agency (including, but not limited to, money market funds of the Trustee or its affiliates for which the Trustee earns a fee); (viii) investment agreements other than repurchase agreements; provided that each such investment agreement is entered into at the direction of the Borrower for a term not to exceed seven years between the Trustee and a banking or other institution, including any affiliate of the Trustee, or a wholly owned subsidiary thereof, the securities of which at the time of investment are rated not lower than A by each Rating Agency. The investment agreement shall provide that, if such rating falls below the requirement, the Borrower has the option to replace, or direct the Trustee to replace, such institution or wholly owned subsidiary or the invested securities shall be fully secured by Government 5

11 Securities (a) which are held by the Trustee, (b) in which the Trustee holds legal title or a prior perfected security interest, and (c) which are free and clear of any claims by third parties; (ix) any repurchase agreement: (a) with any bank, including the Trustee and its affiliates, or any broker-dealer with retail customers that falls under the protection of the Securities Investors Protection Corporation; (b) that is secured by Government Securities that (1) are in the possession of the Trustee or a third party acting solely as agent for the Trustee; (2) are not subject to any third party claims, and (3) have a market value (determined at least once every 14 days) at least equal to the amount invested in the repurchase agreement; and (c) that permits the Trustee to liquidate the collateral immediately upon failure to maintain the collateral at the required level; (x) obligations of any state of the United States or any political subdivision of any state, other than the Issuer, rated at the time of investment by each Rating Agency in a rating category not lower than (a) in the case of long-term debt, the second-highest rating category for long-term debt, or (b) in the case of short-term debt, not lower than the highest rating category for short-term debt; and (xi) any investment that is confirmed at the time in writing by each Rating Agency to constitute an investment that will not affect adversely the then-existing rating assigned to the Bonds. Ratings of Authorized Investments referred to herein shall be determined at the time of purchase of such Authorized Investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of Authorized Investments after the initial purchase of such Authorized Investments. Authorized Issuer Representative means the person at the time designated to act on behalf of the Issuer by written certificate furnished to the Borrower and the Trustee, containing the specimen signature of such person and signed on behalf of the Issuer by its Chairman, Vice Chairman, Secretary or Executive Director or any officer authorized to act on behalf of the foregoing officers. Such certificate may designate an alternate or alternates. Bank means (i) Bank of America, N.A., while the Letter of Credit is in effect or any obligations remain outstanding under the Reimbursement Agreement, and its successors and (ii) at any time that an Alternate Letter of Credit is in effect, the issuer or issuers (acting through an agent) of such Alternate Letter of Credit and its (or their) successors. Bank Bond means any Bond purchased upon an optional or mandatory tender for purchase with a draw on the Letter of Credit or Alternate Letter of Credit and delivered to the Bank or, if the Book-Entry System is in effect, the beneficial ownership of which is registered in the name of the Bank, or such agent or nominee as the Bank shall direct, as collateral security in favor of the Bank pursuant to the Reimbursement Agreement, until such Bond is remarketed pursuant to the Remarketing Agreement or the Bank is reimbursed by the Borrower for such draw on the Letter of Credit or Alternate Letter of Credit pursuant to the Reimbursement Agreement. 6

12 Bankruptcy Code means Title 11 of the United States Code, entitled Bankruptcy, as in effect now and in the future, or any successor statute. Beneficial Owner means, with respect to any Authorized Denomination of a Bond in Book-Entry Form, each person who beneficially owns such Bond in such Authorized Denomination and on whose behalf, directly or indirectly, such Authorized Denomination of Bond is held by the Depository pursuant to the Book-Entry System. Board of Trustees means the Board of Trustees of the Borrower and includes any Executive Committee or any other committee authorized to act for such Board. Bond and Interest Sinking Fund Account means the Bond and Interest Sinking Fund Account established under Section 8.01 of this Indenture. Bond Counsel means Sidley Austin Brown & Wood LLP or any other firm of nationally recognized bond counsel acceptable to the Issuer. Bond Documents means this Indenture, the Loan Agreement, the Tax Certificate and the Bond Resolution. Bond Purchase Agreement means the Bond Purchase Agreement, dated May 11, 2005, among the Issuer, the Underwriter and the Borrower. Bond Resolution means the Resolution of the Issuer adopted on February 8, 2005, authorizing the Bonds, as the same may be amended, modified or supplemented. Bond Year means (a) the period from the Issue Date to the close of business on March 1, 2006, and (b) each succeeding 12-month period ending at the close of business on the anniversary thereof of each year in which the outstanding Bonds, if paid at their stated maturity date, will be outstanding. Bonds means the Issuer s Adjustable Demand Revenue Bonds, Series 2005 (Joan W. and Irving B. Harris Theater for Music and Dance Project), issued in the original aggregate principal amount of $20,000,000 pursuant to this Indenture. Book-Entry Form means Bonds held (i) in the name of the Depository (or its nominee) with each stated maturity evidenced by a single Bond certificate or (ii) with the approval of the Borrower, the Issuer and the Trustee, in any similar manner for which Beneficial Owners do not receive Bond certificates evidencing their beneficial ownership in any Bond. Book-Entry System means a system of recordkeeping, securities clearance and funds transfer and settlement maintained for securities by the Depository and Participants (or Indirect Participants). Borrower means Music and Dance Theater Chicago, Inc., an Illinois not-for-profit corporation, and its successors and assigns. 7

13 Borrower Account means the Borrower Account established in the Purchase Fund pursuant to Section 4.01(a)(1) of this Indenture. Business Day means any day other than (i) a Saturday or Sunday, (ii) a day on which commercial banks in New York, New York, or Chicago, Illinois, or the city or cities in which are located the Principal Office of the Trustee and the office of the Bank at which demands for payment under the Letter of Credit or any Alternate Letter of Credit are to be presented, are authorized by law to close or (iii) a day on which the New York Stock Exchange is closed. Certificate means a certification in writing required or permitted by the provisions of the Loan Agreement or the Indenture to be signed and delivered to the Trustee or other proper person or persons. If and to the extent required by the provisions of Section 1.02 of this Indenture, each Certificate shall include the statements provided for in Section Certified Resolution means a copy of a resolution of the Issuer, certified by its Secretary or other officer authorized to act for the Secretary to have been duly adopted by the Issuer and to be in full force and effect on the date of such certification. Code means the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder. Conversion Date means the date upon which any Bond begins to bear interest at the Fixed Interest Rate as provided in Section 2.09 of this Indenture. Demand Date means a date upon which any Owner or Beneficial Owner of the Bonds bearing interest in a Weekly Mode Period or a Monthly Mode Period demands to have any such Bonds purchased in accordance with Section 2.02(d) of this Indenture. Depository or DTC means The Depository Trust Company in New York, New York, its successors or assigns, or any other person who shall be a Holder of all Bonds directly or indirectly for the benefit of Beneficial Owners and approved by the Issuer, the Borrower and the Trustee to act as the Depository; provided that any Depository shall be registered or qualified as a clearing agency within the meaning of Section 17A of the Securities Exchange Act of 1934, as amended. Determination of Taxability shall have the meaning provided in Section 6.09 of the Loan Agreement. Earliest Optional Redemption Date means the earliest date (if any) on which a particular Bond is subject to redemption at the option of the Borrower. Eligible Moneys means (A) so long as a Letter of Credit or Alternate Letter of Credit secures the Bonds (a) proceeds of the Bonds, (b) money drawn under the Letter of Credit or an Alternate Letter of Credit that is either (i) applied directly to the payment of the principal of or interest on the Bonds when due or to the payment of the Tender Price of the Bonds when due, or (ii) if not so applied, is held in a separate and segregated subaccount under this Indenture until so applied, (c) money that has been on deposit with the Trustee as agent and bailee for the Bondholders for 123 days during which and prior to which no petition in bankruptcy is pending 8

14 or has been filed by or against the Borrower or the Issuer under the Bankruptcy Code, (d) proceeds from the remarketing of Bonds pursuant to the Remarketing Agreement (or any underwriting or purchase agreement permitted by this Indenture) to any Person other than the Borrower or the Issuer, (e) proceeds from any refunding bonds, (f) money that is derived from any other source if the Trustee has received an unqualified opinion of recognized bankruptcy counsel acceptable to the Trustee and to any Rating Agency then maintaining a rating on the Bonds to the effect that payment of such amounts to Bondholders would not constitute voidable preferences pursuant to the provisions of the Bankruptcy Code, and (g) investment income derived from the investment of the foregoing types of money; provided that such proceeds, money or income shall not be deemed to be Eligible Moneys or available for payment of the Bonds if, among other things, an injunction, restraining order or stay is in effect preventing such proceeds, moneys or income form being applied to make such payment, and (B) if no Letter of Credit or Alternate Letter of Credit secures the Bonds, any money on deposit with the Trustee hereunder. Event of Default means an Event of Default described in Section of this Indenture that has not been cured. Favorable Opinion means an opinion of Bond Counsel delivered to the Issuer and the Trustee, to the effect that a specific action proposed to be taken is authorized by this Indenture and will not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes. Financial Journal means The Bond Buyer or any other newspaper or journal devoted to financial news published in the English language in Chicago, Illinois, or in New York, New York. Fiscal Year means the Borrower s fiscal year, and shall initially mean the 12-month period commencing on July 1 in each year. Fixed Interest Rate means the fixed annual interest rate on any Bond established in accordance with Section 2.09 of this Indenture. Fixed Rate Period means the remaining term to maturity or earlier mandatory redemption of any Bond after conversion of the interest rate on such Bond to the Fixed Interest Rate, as established pursuant to Section 3.01(B). Government Securities means (i) direct non-callable obligations of the United States of America and (ii) direct non-callable, non-prepayable obligations as to which the timely payment of principal and interest is fully guaranteed by the United States of America. Holder, Bondholder or Owner means the person in whose name a Bond is registered, except if any Bond is in Book-Entry Form, with respect to any consent or approval of a Holder of Bonds, the terms shall mean the Beneficial Owner. Immediate Notice means notice by telephone, telex, electronic mail or telecopier to such address as the addressee shall have directed in writing, promptly followed by written notice by first class mail postage prepaid. 9

15 Indenture means this Trust Indenture, dated as of March 1, 2005, between the Issuer and the Trustee, and any indenture supplemental hereto. Independent, when used with reference to an attorney, engineer, architect, certified public accountant, consultant, insurance consultant or other professional Person, means a Person who (i) is in fact independent, (ii) does not have any material financial interest in the Borrower or the transaction to which his Certificate or opinion relates (other than the payment to be received for professional services rendered), and (iii) is not connected with the Issuer or the Borrower as an officer, employee or member of the Issuer, the Borrower or the Board of Trustees. Independent Counsel means an Independent attorney duly admitted to practice law before the highest court of any state or the District of Columbia. Interest Account means the Interest Account established in the Bond and Interest Sinking Fund Account pursuant to Section 8.01(a)(1) of this Indenture. Interest Payment Date means (i) each Adjustment Date; (ii) each Mandatory Tender Date; (iii) for Bonds in a Weekly Mode Period or Monthly Mode Period, the first Business Day of each calendar month, beginning June 1, 2005; (iv) for Bonds in an Adjustable Long Period, each Rate Change Date, each March 1 and September 1; (v) after the Conversion Date for any Bond, each March 1 and September 1; or (vi) each optional or mandatory redemption date. Issue Date means the date on which the Bonds are delivered to the order of the Underwriter upon original issuance (May 11, 2005). Letter of Credit means that certain Irrevocable Direct Pay Letter of Credit, dated the Issuer Date, from the Bank in favor of the Trustee, issued at the request and for the account of the Borrower, as the same may from time to time be transferred, assigned, reissued, extended or reduced in stated amount in accordance with its terms and the terms of the Reimbursement Agreement. Loan Agreement means the Loan Agreement, dated as of March 1, 2005, between the Issuer and the Borrower as from time to time amended or supplemented. Loan Repayments means the Loan Repayments as defined in Section 4.02 of the Loan Agreement. LOC Interest Account means the LOC Interest Account established in the Bond and Interest Sinking Fund Account pursuant to Section 8.01(a)(2) of this Indenture. LOC Principal Account means the LOC Principal Account established in the Bond and Interest Sinking Fund Account pursuant to Section 8.01(b)(2) of this Indenture. LOC Purchase Account means the LOC Purchase Account established in the Purchase Fund pursuant to Section 4.01(a)(1) of this Indenture. 10

16 LOC Termination Tender Date means (a) the date on which the Letter of Credit or Alternate Letter of Credit then in effect is replaced with an Alternate Letter of Credit, unless the Trustee receives, not less than 30 days prior to such replacement, (i) a written statement from each Rating Agency then rating the Bonds to the effect that such replacement of the Letter of Credit or Alternate Letter of Credit then in effect is not anticipated to result in the rating or ratings by such Rating Agency of the Bonds being lowered, withdrawn or suspended and (ii) a commitment for or the form of the Alternate Letter of Credit being delivered in substitution for the Letter of Credit or Alternate Letter of Credit then in effect or (b) two Business Days prior to the date on which the Letter of Credit then in effect (including any extensions thereof) is canceled or allowed to terminate or expire without being replaced by any Alternate Letter of Credit, or reduced in stated amount so as to no longer secure the Bonds. The date of any declaration of an Event of Default under this Indenture or the date of payment of the principal and accrued interest on the Bonds pursuant to Section shall not be an LOC Termination Tender Date. Mandatory Tender Date means each date on which Owners and Beneficial Owners are required to tender their Bonds for purchase pursuant to Section 2.02(e) of this Indenture or Section 3.03 of this Indenture. Mode, with respect to a Weekly Mode Period, Monthly Mode Period or Adjustable Long Period, means the method of determining interest rates, Interest Payment Dates, Rate Determination Dates and Rate Change Dates within such Adjustment Period. Monthly Mode Period means any Adjustment Period during which the interest rate on any Bonds is determined on a monthly basis as set forth in Section 2.02(b)(ii). Moody s means Moody s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns; and if such corporation shall be dissolved or liquidated or shall no longer perform the function of a municipal securities rating agency, Moody s shall be deemed to refer to any other nationally recognized municipal securities rating agency designated by the Issuer. Non-LOC Interest Account means the Non-LOC Interest Account established in the Bond and Interest Sinking Fund Account pursuant to Section 8.01(a)(3) of this Indenture. Non-LOC Principal Account means the Non-LOC Principal Account established in the Bond and Interest Sinking Fund Account pursuant to Section 8.01(b)(3) of this Indenture. Opinion of Counsel means a written opinion of counsel (who need not be Independent Counsel unless so specified) appointed by the Issuer or the Borrower and acceptable to the Trustee, and to the extent required by the provisions of Section 1.02 of this Indenture, each Opinion of Counsel shall include the statements provided for in said Section 1.02 of this Indenture. Outstanding when used as of any particular time with reference to Bonds, without regard to capitalization of such term, means (subject to the provisions of Section of this Indenture pertaining to Bonds held by the Issuer or the Borrower) all Bonds theretofore authenticated and delivered by the Trustee under this Indenture except: (i) Bonds theretofore 11

17 cancelled by the Trustee or surrendered to the Trustee for cancellation; (ii) Bonds deemed to be paid in accordance with Article XIII; (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to the terms of Sections 2.07, 2.08 and 6.01 of this Indenture pertaining to replacement of Bonds; and (iv) Undelivered Bonds. Participant means one of the entities which is a member of the Depository and deposits securities, directly or indirectly, in the Book-Entry System. Paying Agent means the Trustee serving as paying agent for the Bonds. Person means any natural person, corporation, joint venture, limited liability company, cooperative, partnership, trust or unincorporated organization, government or governmental body or agency, political subdivision or other legal entity, as in the context may be appropriate. Pledge Agreement means (i) with respect to the initial Letter of Credit, the Pledge and Security Agreement, dated as of March 1, 2005, by and among the Borrower, the Trustee and the Bank, as now or hereafter amended or supplemented and (ii) with respect to any Alternate Letter of Credit, any similar agreement with respect to the Bank that issues any Alternate Letter of Credit. Principal Account means the Principal Account established in the Bond and Interest Sinking Fund Account pursuant to Section 8.01(b)(1) of this Indenture. Principal Office means, when used with respect to the Trustee, the Tender Agent, the Remarketing Agent or the Bank, the office of such entity located at the address specified in Section of this Indenture, or any other office designated as such by such entity in writing to the Issuer, the Borrower and, as appropriate, the Trustee, the Tender Agent, the Remarketing Agent and the Bank. Project means the Project defined in Section 1.05 of this Indenture. Project Account means the Project Account pursuant to Section 5.01 of this Indenture. Project Buildings mean the facilities described in Section 1.05 of this Indenture located on the Project Site and refinanced with proceeds of the Bonds. Project Costs shall have the meaning provided in Section 5.03 of this Indenture. Project Equipment means all fixtures, equipment, and other personal property of a capital nature refinanced with proceeds of the Bonds, generally described in Exhibit B to the Loan Agreement. Project Facilities means the Project Site, the Project Buildings, and the Project Equipment as the same may at any time exist. Project Site means the land on which any of the Project Buildings are located, as described in Exhibit A to the Loan Agreement. 12

18 Purchase Fund means the Purchase Fund which is established by the Trustee with the Tender Agent pursuant to Section 4.01 of this Indenture. Rate Change Date means the date the interest rate on a Bond changes; specifically (i) during any Weekly Mode Period, the day of the week (initially, Wednesday) designated as such by the Remarketing Agent from time to time, in accordance with Section 2.02(f) of this Indenture, (ii) during any Monthly Mode Period, the day of the month (initially, the first Business Day of the month) designated as such by the Remarketing Agent from time to time, in accordance with Sections 2.02(b)(ii) and 2.02(f) of this Indenture, (iii) a Demand Date during a Monthly Mode Period on which any Bonds are actually delivered in accordance with the requirements of Section 2.02(d) of this Indenture, (iv) during any Adjustable Long Period, the date(s) specified in the notice delivered to the Trustee in accordance with Section 2.02(f) of this Indenture and (v) each Adjustment Date. Rate Determination Date means for each Adjustment Period, the date the interest rate on a Bond is determined; specifically (i) during any Weekly Mode Period, the day of the week (initially, Wednesday) designated as such by the Remarketing Agent from time to time, in accordance with Sections 2.02(b)(i) and 2.02(f) of the Indenture, before the Rate Change Date for the related Rate Period, (ii) during any Monthly Mode Period, (A) the day of the month (initially, the first Business Day of the month) designated as such by the Remarketing Agent from time to time, in accordance with Sections 2.02(b)(ii) and 2.02(f) of the Indenture, (B) a Demand Date during a Monthly Mode Period on which any Bonds are actually delivered in accordance with the requirements of Section 2.02(d) of the Indenture, and (C) on any other Business Day as set forth in Section 2.02(b)(ii) of the Indenture, and (iii) during any Adjustable Long Period, the date(s) specified in the notice delivered to the Trustee in accordance with Section 2.02(f) of the Indenture. If any Rate Determination Date during a Short Period is not a Business Day, the Rate Determination Date shall be the immediately preceding Business Day. Rate Period means each period specified by the Remarketing Agent in the manner set forth in Section 2.02(f) of the Indenture, commencing on a Rate Change Date to and including the day before the next Rate Change Date. Rating Agency means any nationally recognized credit rating agency that has an outstanding credit rating assigned to the Bonds at the request of the Borrower or the Issuer. Rebate Fund means the Rebate Fund established by the Trustee pursuant to Section 8.06 hereof. Rebate Requirement means the Rebate Requirement, as defined in the Tax Certificate. Record Date means with respect to any Interest Payment Date, the fifteenth day before such Interest Payment Date, or, if such day shall not be a Business Day, the immediately preceding Business Day, except that during a Short Period, Record Date means the Business Day before such Interest Payment Date. redeem or redemption means and includes prepay or prepayment as the case may be, without regard to capitalization of such terms. 13

19 Reference Rate means the interest rate per annum announced from time to time by the Trustee, as its prime or reference rate. Reimbursement Agreement means (i) the Reimbursement Agreement, dated as of March 1, 2005, between the Borrower and the Bank, and (ii) with respect to any Alternate Letter of Credit, the agreement or instrument between the Borrower and the issuer or issuers of such Alternate Letter of Credit that governs the rights, duties and obligations of such parties, in each case as each such agreement may be amended or supplemented. Remarketing Account means the Remarketing Account established in the Purchase Fund pursuant to Section 4.01(a)(1) of this Indenture. Remarketing Agent means William Blair & Company, L.L.C., a Delaware limited liability company, or any successor or successors appointed and serving in such capacity pursuant to this Indenture. Remarketing Agreement means the Remarketing Agreement, dated as of the date hereof, between the Borrower and the Remarketing Agent, including any amendments thereto; and any other written agreement among the Issuer or the Borrower and any Remarketing Agent describing the responsibilities of the Remarketing Agent. Responsible Officer of any Trustee means and includes the chairman of the board of directors, the president, every vice president, every assistant vice president, the cashier, every assistant cashier, every corporate trust officer, and every officer and assistant officer of such trustee, other than those specifically above mentioned, to whom any corporate trust matter is referred because of his or her knowledge of, and familiarity with, a particular subject. Section 4.02 Fund means the Section 4.02 Fund established under Section 4.02 of this Indenture. Short Period means a Weekly Mode Period or a Monthly Mode Period. Standard & Poor s or 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 assigns; and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a municipal securities rating agency, Standard & Poor s shall be deemed to refer to any other nationally recognized municipal securities rating agency designated by the Issuer. State means the State of Illinois. Substantial Change is defined as described in the definition of Substantially Different. Substantially Different means (i) for purposes of comparing two consecutive Adjustment Periods (a) if both are 35 days or less, that their length differs by more than four days, and (b) in all other cases, that their length differs by more than 5% of the length of the shorter Adjustment Period, or that one length was one year or less and one length was more than 14

20 one year; and (ii) for purposes of comparing the difference in intervals between Interest Payment Dates in two consecutive Adjustment Periods, (a) if the intervals between Rate Change Dates or between Interest Payment Dates, as the case may be, are 35 days or less, that the length of the intervals differs by more than four days, and (b) in all other cases, that the length of the intervals differs by more than 5% of the length of the shorter interval. The terms Substantial Change and Substantially Equal shall have the meaning consistent with the foregoing. Substantially Equal is defined as described in the definition of Substantially Different. Substitute Adjustment Date means any date designated by the Remarketing Agent in accordance with Section 2.02(f)(2) of this Indenture. Tax Certificate means the Tax Certificate and Agreement of the Issuer and the Borrower, dated the Issue Date. Tender Agent means the Tender Agent appointed in accordance with this Indenture (initially the Trustee), and any successor Tender Agent appointed hereunder. Tender Date means a Demand Date or a Mandatory Tender Date. Tender Price means the applicable purchase price for the Bonds on a Demand Date or a Mandatory Tender Date (including any premium payable upon mandatory tender) determined in accordance with Section 2.02(g) of this Indenture. The Bond Buyer means the publication so entitled and published in New York, New York, including any successor thereto. Trust Estate means the property, rights, money, securities and other amounts pledged and assigned by the Issuer to the Trustee pursuant to this Indenture. Trustee means LaSalle Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, or its successors or assigns, or any other corporation or association resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee at any time serving as successor trustee under this Indenture. Undelivered Bond means (i) Bonds subject to purchase on a Tender Date for which sufficient money is on deposit with the Trustee or the Tender Agent to pay the applicable Tender Price thereof, as provided in this Indenture, but which Bonds have not been presented to the Tender Agent on such Tender Date as required and (ii) Bonds (other than Bonds described in (i) above) that are not presented to the Trustee for payment when the principal thereof and premium, if any, and interest thereon shall have become due, either at maturity or on the date fixed for redemption or otherwise, and for which sufficient money is on deposit with the Trustee to pay such principal, premium, if any, and interest thereon in accordance with this Indenture. Underwriter means William Blair & Company, L.L.C., a Delaware limited liability company, as original purchaser of the Bonds. 15