TWENTY-FIFTH SUPPLEMENTAL INDENTURE Dated as of June 1, 2020 to a TRUST INDENTURE Dated as of October 1, 1985 between THE TRUSTEES OF INDIANA UNIVERSITY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee RE: $81,265,000 INDIANA UNIVERSITY STUDENT FEE BONDS, SERIES Z-1 And $18,595,000 INDIANA UNIVERSITY TAXABLE STUDENT FEE BONDS, SERIES Z-2 I\15369575.11
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TWENTY-FIFTH SUPPLEMENTAL INDENTURE
Dated as of June 1, 2020
to a
TRUST INDENTURE
Dated as of October 1, 1985
between
THE TRUSTEES OF INDIANA UNIVERSITY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
RE:
$81,265,000
INDIANA UNIVERSITY
STUDENT FEE BONDS, SERIES Z-1
And
$18,595,000
INDIANA UNIVERSITY
TAXABLE STUDENT FEE BONDS, SERIES Z-2
I\15369575.11
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TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ...................................................................................................3
(Please Print or Typewrite Name and Address of Transferee)
the within bond, and hereby irrevocably appoints and constitutes _________________________,
attorney, to transfer this bond on the registration books of the Trustee with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a Securities Transfer
Association recognized signature guarantee
program
Registered Owner
(NOTE: The signature above must correspond
with the name of the Registered Owner as it
appears on the front of this bond in every
particular without alteration or enlargement or
any change whatsoever.)
SCHEDULE A
THE TRUSTEES OF INDIANA UNIVERSITY
INDIANA UNIVERSITY [TAXABLE] STUDENT FEE BONDS, SERIES [Z-1][Z-2]
Registered Owner: Cede & Co.
Original Issue Date: June 24, 2020
Authentication Date: June 24, 2020
Aggregate Principal Amount: $____________
CUSIP, Maturity Dates,
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Principal Amounts and Interest Rates: Bearing the CUSIP and payable on the dates, in the
amounts and at the interest rates as follows:
Maturity Date
(August 1 of the Year) Principal Amount Interest Rate CUSIP
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
(End of Series Z Bond Form)
Section 2.05. Delivery of Series Z Bonds. Upon the execution and delivery of this
Twenty-Fifth Supplemental Indenture, the Issuer shall execute and deliver to the Trustee and the
Trustee or the Authenticating Agent shall authenticate the Series Z Bonds to be issued in the
combined aggregate principal amount of $99,860,000 and deliver them to or upon the order of
the Issuer as hereinafter in this Section 2.05 provided.
Prior to the delivery by the Trustee or the Authenticating Agent of any of the Series Z
Bonds, there shall be filed with the Trustee:
(1) A copy, duly certified by the Secretary or any Assistant Secretary of the
Issuer, of the Resolutions;
(2) A similarly certified copy of the Amended Indenture;
(3) An executed counterpart of this Twenty-Fifth Supplemental Indenture;
(4) A written order of the Issuer to the Trustee, signed by an Authorized
Officer of the Issuer, as to the delivery of the Series Z Bonds: (a) describing the Series Z
Bonds to be authenticated and delivered, designating the purchaser or purchasers to
whom the Series Z Bonds are to be delivered and stating the purchase price of the Series
Z Bonds; (b) directing the Trustee or the Authenticating Agent to authenticate and deliver
the Series Z Bonds; and (c) directing the Trustee to apply the proceeds of the Series Z
Bonds in accordance with the provisions of Sections 3.01 and 3.02 hereof;
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(5) A certificate of the Issuer, signed by an Authorized Officer of the Issuer,
stating that upon the issuance of the Series Z Bonds no event of default hereunder on the
part of the Issuer nor an event which with notice or lapse of time or both would become
an event of default hereunder has occurred and is continuing;
(6) An opinion or opinions of counsel to the Issuer in form and substance
satisfactory to Co-Bond Counsel;
(7) An executed counterpart of a bond purchase agreement between the Issuer
and a representative of the underwriters of the Series Z Bonds (the “Underwriters”);
(8) Opinions of Co-Bond Counsel in form and substance satisfactory to the
Issuer;
(9) An opinion of counsel to the Underwriters in form and substance
satisfactory to the Issuer;
(10) Executed counterparts of the Rebate Agreement, the Escrow Agreement
and the Undertaking;
(11) An escrow verification report of Samuel Klein and Company, Certified
Public Accountants, regarding the Refunded Series V-1 Bonds; and
(12) Such further documents, certificates and opinions as may be required by
the provisions of the Resolutions, this Twenty-Fifth Supplemental Indenture or
proceedings taken pursuant thereto.
Section 2.06. Transfer and Exchange of Series Z Bonds; Persons Treated as Owners.
(a) The Issuer shall cause books for the registration and for the transfer of the Series
Z Bonds of each series, as provided in this Twenty-Fifth Supplemental Indenture, to be kept by
the Trustee which is hereby constituted and appointed the Registrar of the Issuer. Subject to the
limitations contained in paragraphs (c) and (f) of this Section, upon surrender for transfer of any
Series Z Bond at the Principal Operations Office of the Trustee, duly endorsed by, or
accompanied by a written instrument or instruments of transfer in form satisfactory to the
Trustee, and duly executed by, the Owner or such Owner’s attorney duly authorized in writing,
the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the
transferee or transferees a new Series Z Bond or Series Z Bonds of the same series and maturity
for a like aggregate principal amount. Subject to the limitations contained in paragraphs (c) and
(f) of this Section, Series Z Bonds may be exchanged at such times at such office of the Trustee,
for a like aggregate principal amount of Series Z Bonds. The execution by the Issuer of any
Series Z Bond of any denomination shall constitute full and due authorization of such
denomination and the Trustee or the Authenticating Agent, as the case may be, shall thereby be
authorized to authenticate and deliver such Series Z Bond.
(b) Series Z Bonds surrendered for payment, redemption or exchange and Series Z
Bonds purchased from any moneys held by the Trustee hereunder or surrendered to the Trustee
by the Issuer shall be promptly cancelled and destroyed by the Trustee. Upon request of the
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Issuer, the Trustee shall deliver to the Issuer a certificate of destruction in respect of all Series Z
Bonds so destroyed.
(c) The Trustee shall not be required to transfer or exchange any Series Z Bond
during the period between the Record Date and the next Interest Payment Date of such Series Z
Bond nor to transfer or exchange any Series Z Bond after the mailing of notice calling such
Series Z Bond for redemption has been made as herein provided, nor during the period of 15
days next preceding the giving of such notice of redemption for any Series Z Bond.
(d) The person in whose name any Series Z Bond shall be registered shall be deemed
and regarded as the absolute Owner thereof for all purposes, and payment of either principal or
interest on any Series Z Bond shall be made only to or upon order of the Owner thereof or such
Owner’s legal representative. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Series Z Bond to the extent of the sum or sums so paid. The
Issuer, the Trustee and any other Paying or Co-Paying Agent may deem and treat the Owner of
any Series Z Bond as the absolute Owner of such Series Z Bond whether such Series Z Bond
shall be overdue or not, for the purpose of receiving payment thereof and for all other purposes
whatsoever, and neither the Issuer, the Trustee nor any other Paying or Co-Paying Agent shall be
affected by any notice to the contrary.
(e) No service charge or payment shall be required to be made by the Owner of any
Series Z Bond requesting an exchange, registration or transfer of such Series Z Bond, but the
Issuer, the Trustee and the Co-Registrar may require payment of a sum sufficient to cover any
tax, fee or other governmental charge required to be paid with respect to such exchange,
registration or transfer.
(f) Series Z Bonds may only be issued in, and exchanged for, Series Z Bonds of the
same series in such Authorized Denominations.
(g) The register for each series of Series Z Bonds shall be kept by the Registrar. Each
Series Z Bond register shall contain information concerning each Owner, including (i) name,
(ii) address and (iii) taxpayer identification number, if applicable.
Section 2.07. Mutilated, Lost, Stolen, Destroyed or Undelivered Series Z Bonds. In the
event any Series Z Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the
Trustee or its Authenticating Agent may authenticate a replacement Series Z Bond of like series,
date, maturity and denomination upon compliance with the provisions governing the same found
in the Indenture.
The Issuer shall cooperate with the Trustee in connection with the issuance of
replacement bonds, but nothing in this Section shall be construed in derogation of any rights
which the Issuer or the Trustee may have to receive indemnification against liability, or payment
or reimbursement of expenses in connection with the issuance of a replacement bond.
All Series Z Bonds shall be owned upon the express condition that the foregoing
provisions, to the extent permitted by law, are exclusive with respect to the replacement or
payment of mutilated, lost, stolen, destroyed or Undelivered Bonds and shall preclude any and
all other rights or remedies.
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Section 2.08. Reserved.
Section 2.09. Book-Entry Form Bonds.
(a) The Series Z Bonds shall initially be issued and held in book-entry form on the
books of the central depository system, The Depository Trust Company, its successors, or any
successor central depository system appointed by the Issuer from time to time (the “Clearing
Agency”). The Issuer and the Trustee may, in connection herewith, do or perform or cause to be
done or performed any acts or things, not adverse to the rights of the holders of the Series Z
Bonds, as are necessary or appropriate to accomplish or recognize such book-entry form Series Z
Bonds.
(b) So long as the Series Z Bonds remain and are held in book-entry form on the
books of a Clearing Agency, then (1) any such Series Z Bond may be registered upon the books
kept by the Trustee in the name of such Clearing Agency, or any nominee thereof, including
CEDE & Co., as nominee of The Depository Trust Company; (2) except as may be provided in
subsection (d) below, the Clearing Agency in whose name such Series Z Bond is so registered
shall be, and the Issuer and the Trustee may deem and treat such Clearing Agency as, the
absolute owner and holder of such Series Z Bond for all purposes of the Indenture, including,
without limitation, the receiving of payment of the principal of and premium, if any, on and
interest on such Series Z Bond, the receiving of notice and giving of consent; (3) neither the
Issuer nor the Trustee shall have any responsibility or obligation hereunder to any direct or
indirect participant, within the meaning of Section 17A of the Securities Exchange Act of 1934,
as amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect
of which, any such participant holds any interest in any Series Z Bond, including, without
limitation, any responsibility or obligation hereunder to maintain accurate records of any interest
in any Series Z Bond or any responsibility or obligation hereunder with respect to the receiving
of payment of principal of or premium, if any, or interest on any Series Z Bonds, the receiving of
notice or the giving of consent; and (4) the Clearing Agency is not required to present any Series
Z Bond called for partial redemption prior to receiving payment so long as the Trustee and the
Clearing Agency have agreed to the method for noting such partial redemption.
(c) If either (i) the Issuer receives notice from the Clearing Agency which is currently
the registered owner of the Series Z Bonds to the effect that such Clearing Agency is unable or
unwilling to discharge its responsibility as a Clearing Agency for the Series Z Bonds or the
Issuer elects to discontinue its use of such Clearing Agency as a Clearing Agency for the Series
Z Bonds, then the Issuer and Trustee each shall do or perform or cause to be done or performed
all acts or things, not adverse to the rights of the holders of the Series Z Bonds, as are necessary
or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the Series Z
Bonds and to transfer the ownership of each of the Series Z Bonds to such person or persons,
including any other Clearing Agency, as the holder of the Series Z Bonds may direct in
accordance with the Indenture. Any expenses of such discontinuance and transfer, including
expenses of printing new certificates to evidence the Series Z Bonds, shall be paid by the Issuer.
Prior to any transfer of the Series Z Bonds outside the book-entry only system (including, but not
limited to, the initial transfer outside the book-entry only system) the transferor shall provide or
cause to be provided to the Trustee all information necessary to allow the Trustee to comply with
any applicable tax reporting obligations, including without limitation any cost basis reporting
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obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall
conclusively rely on the information provided to it and shall have no responsibility to verify or
ensure the accuracy of such information.
(d) So long as the Series Z Bonds remain and are held in book-entry form on the
books of a Clearing Agency, the Trustee shall be entitled to request and rely upon a certificate or
other written representation from the Clearing Agency or any participant or indirect participant
with respect to the identity of any beneficial owners of the Series Z Bonds as of a record date
selected by the Trustee. For purposes of determining whether the consent, advice, direction or
demand of a Registered Owner of the Series Z Bond has been obtained, the Trustee shall be
entitled to treat the beneficial owners of the Series Z Bonds as the Bondholders and any consent,
request, direction, approval, objection or other instrument of such beneficial owner may be
obtained in the same fashion described in the Indenture.
(e) So long as the Series Z Bonds remain and are held in book-entry form on the
books of the Clearing Agency, the provisions of the Letter of Representations (in substantially
the form of Exhibit A hereto), as amended and supplemented, or any successor agreement shall
control on the matters set forth herein. The Trustee agrees that it will undertake the duties of
Agent set forth therein and that those duties to be undertaken by either the Agent or the Issuer in
paragraphs 2, 3, 4 and 12 thereof shall be the responsibility of the Trustee, as Agent.
(End of Article II)
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ARTICLE III.
APPLICATION OF BOND PROCEEDS
Section 3.01. Deposit of Funds. The Trustee shall transfer and deposit (or cause to be
transferred and deposited) the proceeds from the sale of the Series Z Bonds (including the
proceeds of the $1,168,202.82 good faith deposit wire, previously received by the Issuer), in the
amount of $116,487,301.47 (representing $99,860,000.00 principal amount of the Series Z
Bonds, plus $16,959,634.75 original issue premium, less $332,333.28 underwriters’ discount) to
the credit of the Series Z Project Fund for allocation as provided in Section 3.02 hereof.
Section 3.02. Series Z Project Fund. The Issuer shall establish and maintain a separate
Fund pursuant to the Rebate Agreement to be known as the “Series Z Project Fund”, to the credit
of which a deposit is to be made as required by the provisions of Section 3.01 hereof. Such
moneys shall be held in the Series Z Project Fund, and shall be invested and disbursed as
hereinafter provided and as provided in the Rebate Agreement for the Series Z Bonds.
(a) Moneys deposited to the credit of the Series Z Project Fund as provided in
Section 3.01 hereof shall be deposited into separate subaccounts of the Series Z Project
Fund created under the Rebate Agreement (to be held by the Issuer), all as provided
below:
(1) $35,745,000.00 of the proceeds of the Series Z-1 Bonds shall be
immediately transferred to the Trustee and the Trustee is directed to apply such
proceeds for the purchase of noncallable direct obligations of the United States of
America (“Government Obligations”) for deposit to the Series T-2 Principal
Account of the Sinking Fund for the principal due on the outstanding Refunded
Series T-2 Bonds on the redemption date of August 1, 2020;
(2) $12,000,000.00 of the proceeds of Series Z-1 Bonds shall be
deposited into the “Bloomington Campus – Bicentennial Repair and
Rehabilitation Account”;
(3) $50,000,000.00 of the proceeds of Series Z-1 Bonds shall be
deposited into the “Indianapolis Campus – Bicentennial Repair and Rehabilitation
Account”;
(4) $209,185.50 of the proceeds of Series Z-1 Bonds shall be
deposited into the “Expense Account” (after underwriters’ discount);
(5) $18,483,250.00 of the proceeds of Series Z-2 Bonds shall be
deemed deposited into the “Refunding Account” and shall be transferred to the
Escrow Trustee pursuant to Section 3.02(d) below, upon receipt thereof by the
Trustee from the Underwriter;
(6) $49,865.97 of the proceeds of Series Z-2 Bonds shall be deposited
into the “Expense Account” (after underwriters’ discount) and
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(7) $-0- of the proceeds of the Series Z Bonds shall be deposited into
the “Earnings Account” (although interest earnings on the good faith deposit shall
be deposited to the Earnings Account).
(b) On or before the redemption date for the Refunded Series T-2 Bonds, the
Issuer shall provide funds to the Trustee for deposit to the Series T-2 Interest Account of
the Sinking Fund, representing the amount needed for payment of all accrued interest
coming due on the Refunded Series T-2 Bonds on the redemption date of August 1, 2020.
(c) Moneys on deposit in the Expense Account shall be applied to pay the
costs of issuing the Series Z Bonds and refunding the Refunded Bonds, including,
without limitation, all printing expenses in connection with the Indenture, the Series Z
Bonds and the Preliminary Official Statement and final Official Statement pertaining to
the Series Z Bonds; rating agency fees; legal fees; the initial fees and expenses of the
Trustee, any Paying Agent and any escrow agents or escrow trustees; escrow verification
fees and expenses; and all other fees and expenses (including any investment
management fees) incurred in connection with the issuance of the Series Z Bonds and the
refunding of the Refunded Bonds. Any moneys remaining in the Expense Account on
December 24, 2020, shall be transferred, at the option of the Issuer, to either the Earnings
Account, the Series Z-1 Interest Account or the Series Z-2 Interest Account of the
Sinking Fund or The Trustees of Indiana University Series Z Rebate Fund (the “Rebate
Fund”) created under the Rebate Agreement. The Expense Account is not included in
Pledged Funds under the Indenture.
(d) The Issuer shall establish and maintain an account with the Escrow
Trustee pursuant to the Escrow Agreement to be known as the “Series V-1 Escrow
Account” (the “Escrow Account”), to the credit of which a deposit is to be made as
required herein. The Issuer shall immediately cause to be transferred all moneys
deposited in the Refunding Account described in paragraph (5) of Section 3.02(a) hereof
to the Escrow Trustee for deposit in the Escrow Account. Such moneys shall be held in
the Escrow Account, and shall be invested and disbursed as provided herein and in the
Escrow Agreement.
(e) Amounts described in paragraphs (a)(2) or (3) above may be transferred to
an additional project account to be created pursuant to the provisions of the Rebate
Agreement (and in the manner provided therein) if it becomes impossible or impractical
otherwise to spend such proceeds for the designated projects in a timely fashion.
(f) Amounts in each Account described in paragraphs (2) or (3) of
Section 3.02(a) hereof shall be applied only toward the cost of (or to reimburse the Issuer
for payment theretofore made by it on account of) the New Project for which such
Account is created. Upon the completion of the New Project for which an Account is
created pursuant to any such paragraph, any balance of moneys in such Account shall, at
the option of the Issuer, be (i) applied to pay other costs associated with such portion of
the New Project, (ii) transferred to the Series Z-1 Interest Account or the Series Z-2
Interest Account of the Sinking Fund to pay interest on the Series Z Bonds,
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(iii) transferred to the account described in paragraph (e) above subject to the limitations
and conditions of the Rebate Agreement, or (iv) deposited in the Rebate Fund.
(g) Moneys on deposit in the Series Z Project Fund and all the accounts
thereof (except the Refunding Account) shall be invested in accordance with the
provisions of the Rebate Agreement, and income or losses resulting from such
investments shall be credited or debited to the Earnings Account. Moneys on deposit in
the Earnings Account shall, at the option of the Issuer, be (i) applied to the payment of
the costs of (or to reimburse the Issuer for payment previously made by it on account of)
the New Project or the costs of issuing the Series Z Bonds (including any investment
management fees), (ii) transferred to the Series Z-1 Interest Account or the Series Z-2
Interest Account of the Sinking Fund to pay interest on the applicable Series Z Bonds or
(iii) deposited into the Rebate Fund.
(End of Article III)
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ARTICLE IV.
FUNDS AND ACCOUNTS
Section 4.01. Interest Accounts. The Trustee shall establish and maintain, so long as
any of the Series Z Bonds are Outstanding separate accounts within the Sinking Fund to be
known as the “Series Z-1 Interest Account” and the “Series Z-2 Interest Account”.
Moneys on deposit in the Series Z-1 Interest Account and the Series Z-2 Interest Account
shall be used by the Trustee to pay interest on the applicable Series Z Bonds whenever such
interest is due and payable.
So long as any Series Z Bonds are Outstanding, the Trustee shall, on the first day of each
February and August (or, if such first day is not a Business Day, then on the first Business Day
preceding such day), beginning August 1, 2020, deposit in the applicable Series Z Interest
Account from moneys received from the Issuer for such purpose an amount equal to the
difference, if any, between (a) the interest due on the applicable Series Z Bonds on said date and
(b) the amount of moneys then on deposit in the applicable Series Z Interest Account available to
pay such interest.
Section 4.02. Principal Accounts. The Trustee shall establish and maintain, so long as
any of the Series Z Bonds are Outstanding separate accounts within the Sinking Fund to be
known as the “Series Z-1 Principal Account” and the “Series Z-2 Principal Account”. All
payments by the Issuer on the Series Z Bonds in respect to principal shall be deposited by the
Trustee in the Series Z-1 Principal Account and the Series Z-2 Principal Account as provided
below.
So long as any Series Z Bonds are Outstanding, the Trustee shall, on August 1, 2020, and
on the first day of each August thereafter (or, if such first day is not a Business Day, then on the
first Business Day preceding such day), deposit in the applicable Series Z Principal Account
from any moneys received by the Trustee from the Issuer an amount equal to the difference, if
any, between (a) the principal amount of the applicable Series Z Bonds maturing on said date
and (b) the amount of moneys then on deposit in the applicable Series Z Principal Account
available to pay principal of the applicable Series Z Bonds so maturing. Moneys deposited in the
applicable Principal Account pursuant to the provisions set forth above shall be used by the
Trustee to pay the applicable Series Z Bonds at maturity or upon mandatory sinking fund
redemption.
Section 4.03. Reserve Fund. No deposit to the Reserve Fund shall be required in
connection with the issuance of the Series Z Bonds. No Reserve Fund Requirement shall exist
for either series of the Series Z Bonds, nor shall either series of the Series Z Bonds have any
claim on the Reserve Fund.
(End of Article IV)
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ARTICLE V.
REDEMPTION OF SERIES Z BONDS BEFORE MATURITY;
PURCHASE IN LIEU OF REDEMPTION
Section 5.01. Redemption Dates and Prices.
(a) The Series Z Bonds shall be subject to redemption, and to purchase by or on
behalf of the Issuer in lieu of redemption, prior to maturity in the amounts, at the times and in the
manner provided in this Article V.
(b) At the option of the Issuer, the Series Z-1 Bonds maturing on or after August 1,
2031, are subject to redemption at any time on or after August 1, 2030, in whole or in part, in any
order of maturity as designated by the Issuer (less than all of such Series Z Bonds of a single
maturity to be selected by lot in such manner as may be designated by the Trustee), at a price
equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for
redemption.
(c) (i) The Series Z-2 Bonds are subject to redemption on any date, at the option of
the Issuer, in whole or in part, at a redemption price (the “Make-Whole Optional Redemption
Price”) equal to the greater of (i) 100% of the principal amount of the Series Z-2 Bonds to be
redeemed; or (ii) the sum of the present value of the remaining scheduled payments of principal
and interest to the maturity date of the Series Z-2 Bonds to be redeemed, not including any
portion of those payments of interest accrued and unpaid as of the date on which the Series Z-2
Bonds are to be redeemed on an annual basis, assuming a 360-day year consisting of twelve 30-
day months, at the Treasury Rate (defined below), plus 10 basis points (0.10%); plus, accrued
interest on such Series Z-2 Bonds to be redeemed to the dated fixed for redemption.
(ii) The redemption price of the Series Z-2 Bonds to be redeemed at the option of the
Issuer will be determined by an independent accounting firm, investment banking firm or
financial advisor (the “Designated Pricing Agent”) retained by the Issuer at the Issuer’s expense
to calculate such redemption price. The Trustee and the Issuer may conclusively rely on the
determination of such redemption price by the Designated Pricing Agent and will not be liable
for such reliance. For purposes of determining the Make-Whole Optional Redemption Price:
(iii) “Treasury Rate” means, as applicable, with respect to any redemption date for a
particular Series Z-2 Bond, the rate per annum, expressed as a percentage of the principal
amount, equal to the semiannual equivalent yield to maturity or interpolated maturity of the
Comparable Treasury Issue, assuming that the Comparable Treasury Issue is purchased on the
redemption date for a price equal to the Comparable Treasury Price, as calculated by the
Designated Pricing Agent.
(iv) “Comparable Treasury Issue” means, as applicable, with respect to any
redemption date for a particular Series Z-2 Bond, the United States Treasury security or
securities selected by the Designated Pricing Agent which have an actual or interpolated maturity
comparable to the remaining average life of the Series Z-2 Bond to be redeemed, and that would
be utilized in accordance with customary financial practice in pricing new issues of debt
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securities of comparable maturity to the remaining average life of the Series Z-2 Bond to be
redeemed.
(v) “Comparable Treasury Price” means, as applicable, with respect to any
redemption date for a particular Series Z-2 Bond, (i) if the Designated Pricing Agent receives at
least four Reference Treasury Dealer Quotations, the average of such quotations for such
redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations,
or (ii) if the Designated Pricing Agent obtains fewer than four Reference Treasury Dealer
Quotations, the average of all such quotations.
(vi) “Reference Treasury Dealer” means each of the four firms, specified by the
Designated Pricing Agent, that are primary United States Government securities dealers in the
City of New York (each a “Primary Treasury Dealer”); provided, however, that if any of them
ceases to be a Primary Treasury Dealer, the Designated Pricing Agent will substitute another
Primary Treasury Dealer.
(vii) “Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and as applicable for any redemption date for a particular Series Z-2 Bond, the
average, as determined by the Designated Pricing Agent, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Designated Pricing Agent by such Reference Treasury Dealer at 3:30
p.m., New York City time, at least two days preceding such redemption date
Section 5.02. Notice of Redemption. In the case of redemption of Series Z Bonds,
notice of the call for any such redemption identifying the Series Z Bonds, or portions thereof, to
be redeemed shall be given by mailing a copy of the redemption notice by first class mail not less
than 30 days nor more than 45 days prior to the date fixed for redemption to the registered owner
of each Series Z Bond to be redeemed at the address shown on the registration books, provided,
however, that failure to give such notice or any defect therein, with respect to any Series Z Bond
shall not affect the validity of any proceedings for the redemption of other Series Z Bonds. In
the case of redemption of Series Z Bonds pursuant to Section 5.01(b) hereof, notice shall be sent
by or on behalf of the Issuer to such additional parties as identified in the Undertaking in the
manner provided therein. If, for any reason, it is impossible or impractical to mail such notice of
call for redemption in the manner herein provided, then such mailing in lieu thereof as shall be
made at the direction of the Issuer shall constitute sufficient notice.
On and after the redemption date specified in the aforesaid notice, any Series Z Bonds, or
portions thereof, thus called (provided funds for their redemption are on deposit at the place of
payment) shall not bear interest, shall no longer be protected by the Indenture and shall not be
deemed to be Outstanding under the provisions of the Indenture, and the holders thereof shall
have the right only to receive the redemption price thereof plus accrued interest thereon to the
date fixed for redemption.
Section 5.03. Partial Redemption or Purchase of Series Z Bonds.
(a) In case a Series Z Bond is of a denomination larger than the minimum Authorized
Denomination, all or a portion of such Series Z Bond may be redeemed (or purchased pursuant
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to Section 5.05 hereof) provided that the principal amount not being redeemed (or purchased) is
in an Authorized Denomination.
(b) Upon surrender of any Series Z Bond for redemption (or purchase) in part only,
the Issuer shall execute and the Trustee or Authenticating Agent shall authenticate and deliver to
the Owner thereof, at the expense of the Issuer, a new Series Z Bond or Bonds of the same series
of Authorized Denominations in aggregate principal amount equal to the unredeemed portion of
the Series Z Bond surrendered.
Section 5.04. Selection of Series Z Bonds for Redemption.
(a) If less than all of the Series Z-1 Bonds of a particular maturity are called for
redemption, the Trustee shall select the Series Z-1 Bonds or portions thereof to be redeemed
from the Series Z-1 Bonds which are Outstanding and have not previously been called for
redemption, by lot or in such manner as the Trustee in its sole discretion shall deem appropriate
and fair. The Trustee shall promptly notify the Issuer in writing of the Series Z-1 Bonds, or
portions thereof, selected for redemption.
(b) If (i) the Series Z-2 Bonds are registered in book-entry only form and so long as
the Clearing Agency is the sole registered owner of the Series Z-2 Bonds and (ii) less than all of
the Series Z-2 Bonds of a maturity are called for redemption, the particular Series Z-2 Bonds or
portions thereof to be redeemed shall be selected on a pro rata pass-through distribution of
principal basis in accordance with procedures of the Clearing Agency, provided that the selection
for redemption of such Series Z-2 Bonds shall be made in accordance with the operational
arrangements of the Clearing Agency then in effect, and, if the Clearing Agency’s operational
arrangements at such time do not allow for redemption on a pro rata pass-through distribution of
principal basis, the Series Z-2 Bonds shall be selected for redemption, in accordance with
Clearing Agency procedures, by lot or in such other manner as in accordance with the applicable
arrangements of the Clearing Agency.
(c) If (i) the Clearing Agency is no longer the sole registered owner of the Series Z-2
Bonds and (ii) less than all of the Series Z-2 Bonds of a maturity are called for redemption, the
particular Series Z-2 Bonds or portions thereof to be redeemed shall be selected on a pro-rata
pass-through distribution of principal basis in accordance with procedures of the Trustee,
provided that the selection for redemption of such Series Z-2 Bonds shall be made in accordance
with the operational arrangements of the Trustee then in effect, and, if the Trustee’s operational
arrangements at such time do not allow for redemption on a pro-rata pass-through distribution of
principal basis, the Series Z-2 Bonds shall be selected for redemption, in accordance with
Trustee procedures, by lot or in such other manner as in accordance with the applicable
arrangements of the Trustee. The Trustee shall not have any responsibility for ensuring that the
Series Z-2 Bonds are called for redemption on a pro-rata basis.
(d) If the Owner of any Series Z Bonds of a denomination greater than the minimum
applicable Authorized Denomination for such series fails to present that such Series Z Bond to
the Trustee for payment and exchange as aforesaid, such Series Z Bond shall, nevertheless,
become due and payable on the date fixed for redemption to the extent of the principal amount
called for redemption (and to that extent only).
- 30 - 15369575
Section 5.05. Open Market Purchases. At its option the Issuer may, at any time not less
than 45 days prior to any redemption date designated by the Issuer: (a) deliver to the Trustee
Series Z Bonds purchased with available moneys of the Issuer and (b) instruct the Trustee to
apply the principal amount of such Series Z Bonds so delivered for credit at 100% of the
principal amount thereof against the principal amount of Series Z Bonds of the same maturity to
be redeemed on such redemption date. Each such Series Z Bond so delivered shall be so credited
by the Trustee.
Section 5.06. Cancellation. All Series Z Bonds which have been redeemed shall be
cancelled and cremated or otherwise destroyed by the Trustee and shall not be reissued and a
counterpart of the certificate of cremation or other destruction evidencing such cremation or
other destruction shall be furnished by the Trustee to the Issuer at the Issuer’s request; provided,
however, that one or more new fully registered Series Z Bonds of the same maturity shall be
issued for the unredeemed portion of any fully registered Series Z Bond without charge to the
holder thereof.
Section 5.07. Release Concerning Redeemed Series Z Bonds. If the amount necessary
to redeem any Series Z Bonds called for redemption shall have been deposited with the Trustee
for that purpose on or before the date specified for such redemption, and if the notice
hereinbefore mentioned shall have been duly given and all proper charges and expenses of the
Trustee in connection with such redemption shall have been paid or provided for, the Issuer shall
be released from all liability on such Series Z Bonds, and such Series Z Bonds shall no longer be
deemed to be Outstanding hereunder. Thereafter, such Series Z Bonds shall not be secured by
the lien of the Indenture, and the holders thereof shall look only to the Trustee for payment
thereof, and not otherwise.
(End of Article V)
- 31 - 15369575
ARTICLE VI.
MISCELLANEOUS
Section 6.01. Consents, Etc., of Bondholders. Subject to Section 2.09(d) hereof, any
consent, request, direction, approval, objection or other instrument required by this Twenty-Fifth
Supplemental Indenture to be executed by the Series Z Bondholders of any series may be in any
number of substantially concurrent writings of similar tenor and may be executed by such
Bondholders in person or by agent appointed in writing. Proof of execution of any such consent,
request, direction, approval, objection or other instrument or of the writing appointing any such
agent, if made in the following manner, shall be sufficient for any of the purposes of the
Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken under
such request or other instrument, namely:
(a) The fact and date of the execution by any person of any such writing may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such writing acknowledged
before him the execution thereof, or by affidavit of any witness to such execution.
Section 6.02. Severability. If any provision of this Twenty-Fifth Supplemental
Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as
applied in any particular case in any jurisdiction or in all jurisdictions, or in all cases because it
conflicts with any other provision or provisions hereof or any constitution or statute or rule of
public policy, or for any other reason, such circumstances shall not have the effect of rendering
the provision in question inoperative or unenforceable in any other case or circumstance, or of
rendering any other provision or provisions herein contained invalid, inoperative or
unenforceable to any extent whatever.
The invalidity of any one or more phrases, sentences, clauses or Sections in this Twenty-
Fifth Supplemental Indenture contained shall not affect the remaining portions of the Indenture,
or any part thereof.
Section 6.03. Notices. Except as otherwise specifically provided herein, it shall be
sufficient service of any notice, request, complaint, demand or other paper on any party if the
same shall be duly mailed by registered or certified mail to such parties at the following
addresses:
Issuer: The Trustees of Indiana University
Attention: Treasurer
Bryan Hall 212
107 South Indiana Avenue
Bloomington, Indiana 47405
Trustee: The Bank of New York Mellon Trust Company, N.A.
Attention: Corporate Trust Department
300 N. Meridian St., Suite 910
Indianapolis, IN 46204
- 32 - 15369575
Any of the foregoing may, by notice given hereunder to each of the others, designate any
further or different addresses to which subsequent notices, certificates, requests or other
communications shall be sent hereunder.
Section 6.04. Trustee as Paying Agent and Registrar; Appointment of Authenticating
Agent. The Trustee is hereby designated and agrees to act as principal Paying Agent and Bond
Registrar for and in respect to the Series Z Bonds. The Trustee may appoint an Authenticating
Agent, with the Issuer’s prior consent, with power to act on its behalf and subject to its direction
in the authentication and delivery of Series Z Bonds and in connection with transfers and
exchanges thereof, as fully to all intents and purposes as though the Authenticating Agent had
been expressly authorized hereunder to authenticate and deliver such Series Z Bonds. The
Authenticating Agent shall at all times be a bank or trust company organized and doing business
under the laws of the United States or of any state (i) with a combined capital and surplus of at
least $100,000,000 or (ii) affiliated with and fully indemnified by the Trustee; and shall be
authorized under the laws of the United States or of any state to exercise corporate trust powers
and be subject to supervision or examination by Federal or state authority. If such institution
publishes reports of condition at least annually pursuant to law or the requirements of such
authority, then for the purposes of this Section the combined capital and surplus of each
institution shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.
Section 6.05. Designation and Succession of Paying Agents and Co-Paying Agents;
Agreement with Paying Agents, Depositary and Co-Paying Agents. The Trustee shall be a
Paying Agent for the Series Z Bonds. The Issuer may appoint one or more additional Paying
Agents or Co-Paying Agents for the Series Z Bonds.
Each Paying Agent (other than the Trustee), including each Co-Paying Agent, agrees to
hold in trust for the benefit of the Owners of the Series Z Bonds or the Trustee all sums held by
such Paying Agent or Co-Paying Agent for the payment of the principal of or premium, if any, or
interest on the Series Z Bonds, shall notify the Trustee of the receipt of sums so held and shall
give to the Trustee notice of any default by the Issuer upon the Series Z Bonds in the making of
any such payment. Every such Paying Agent or Co-Paying Agent appointed pursuant to the
provisions of this Section shall be a trust company or bank in good standing (i) having a reported
capital and surplus of not less than $100,000,000 or (ii) affiliated with and fully indemnified by
the Trustee.
The Issuer shall at any time, for the purpose of obtaining the satisfaction and discharge of
this Twenty-Fifth Supplemental Indenture or for any other purpose, pay, or direct any Paying
Agent, including any Co-Paying Agent, to pay, to the Trustee all sums held in trust by such
Paying Agent or Co-Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by such Paying Agent or Co-Paying Agent; and, upon
such payment by any Paying Agent or Co-Paying Agent to the Trustee, such Paying Agent or
Co-Paying Agent shall be released from all further liability with respect to such money.
The Paying Agents, including all Co-Paying Agents, shall enjoy the same protective
provisions in the performance of their duties hereunder as are specified in Section 8.01 of the
Original Indenture with respect to the Trustee insofar as such provisions may be applicable.
- 33 - 15369575
Section 6.06. Registrar, Co-Registrar and Authenticating Agent. The Issuer may
appoint a Registrar, and the Trustee may appoint a Co-Registrar and an Authenticating Agent or
Authenticating Agents, for the Series Z Bonds, subject to the conditions set forth in Section 6.04
hereof. Unless the Registrar, the Co-Registrar or the Authenticating Agent shall be the Trustee,
the Registrar, the Co-Registrar or Authenticating Agent, as the case may be, shall designate to
the Trustee its Principal Office and signify its acceptance of the respective duties imposed upon
it hereunder by a written instrument of acceptance delivered to the Issuer under which such
Registrar, Co-Registrar or Authenticating Agent will agree, particularly, to keep such books and
records as shall be consistent with prudent industry practice and to make such books and records
available for inspection by the Issuer and the Trustee at all reasonable times.
The Issuer shall cooperate with the Trustee to cause the necessary arrangements to be
made and to be thereafter continued whereby Series Z Bonds, executed by the Issuer and
authenticated by the Trustee or any Authenticating Agent, shall be made available for exchange,
registration and registration of transfer at the Principal Operations Office of the Registrar, any
Co-Registrar or any Authenticating Agent. The Issuer shall cooperate with the Trustee, the
Registrar, any Co-Registrar and any Authenticating Agent to cause the necessary arrangements
to be made and thereafter continued whereby the Paying Agent and any Co-Paying Agent shall
be furnished such records and other information, at such times, as shall be required to enable the
Paying Agent and any Co-Paying Agents to perform the duties and obligations imposed upon
them hereunder.
Any Authenticating Agent shall enjoy the same protective provisions in the performance
of its duties hereunder as are specified in Section 8.01 of the Original Indenture with respect to
the Trustee insofar as such provisions may be applicable.
The Issuer shall pay all reasonable fees, charges and out-of-pocket expenses of any Co-
Paying Agent, any Co-Registrar and any Authenticating Agent for acting under and pursuant to
this Twenty-Fifth Supplemental Indenture. In addition, the Issuer shall indemnify and hold
harmless the Authenticating Agent and its officers and employees from and against any and all
losses, costs, charges, expenses, judgments and liabilities to third parties arising out of its
acceptance, performance or administration of its duties under this Twenty-Fifth Supplemental
Indenture and the transactions contemplated hereby; provided, however, that such
indemnification shall not apply to any such losses, costs, charges, expenses, judgments or
liabilities caused by the negligence or willful misconduct of the Authenticating Agent or its
officers or employees.
Section 6.07. Qualifications of Registrar, Co-Registrar and Authenticating Agent;
Resignation; Removal. The Registrar, any Co-Registrar and any Authenticating Agent shall be a
corporation, duly organized under the laws of the United States of America or any state or
territory thereof, authorized by law to perform all the duties imposed upon it by this Twenty-
Fifth Supplemental Indenture and having a combined capital stock, surplus and undivided profits
of at least $100,000,000. Any Registrar, Co-Registrar or Authenticating Agent may at any time
resign and be discharged of the duties and obligations created by this Twenty-Fifth Supplemental
Indenture by giving at least 60 days’ notice to the Issuer and the Trustee. Any Registrar, Co-
Registrar or Authenticating Agent may be removed at any time, by an instrument signed by the
Issuer filed with the Registrar, any Co-Registrar, any Authenticating Agent and the Trustee.
- 34 - 15369575
In the event of the resignation or removal of the Registrar, any Co-Registrar or any
Authenticating Agent, the Registrar, such Co-Registrar or such Authenticating Agent shall
deliver any Series Z Bonds held by it in such capacity to its successor or, if there be no
successor, to the Trustee.
Section 6.08. Several Capacities. Anything in this Twenty-Fifth Supplemental
Indenture to the contrary notwithstanding, the same entity may serve hereunder as the Trustee, a
Paying Agent, a Co-Paying Agent, the Registrar, a Co-Registrar and the Authenticating Agent,
and in any other combination of such capacities, to the extent permitted by law and to the extent
that such entity otherwise meets the qualifications set forth in this Twenty-Fifth Supplemental
Indenture for serving in such capacities.
Section 6.09. Tax Covenants.
(a) The Issuer agrees that it will not permit the Projects to be used in any manner that
would result in the loss of the excludability of interest on the Series Z-1 Bonds or the Refunded
Bonds from gross income for federal income tax purposes under Section 103 of the Code, nor
will the Issuer act in any other manner which would adversely affect the exclusion from gross
income for federal income tax purposes of interest on the Series Z-1 Bonds or the Refunded
Bonds. The foregoing covenant is based solely on current law in effect and in existence on the
date of delivery of the Series Z-1 Bonds.
(b) The Issuer covenant that they will not make any investment or do any other act or
thing during the period that any Series Z-1 Bonds are Outstanding under the Indenture which
would cause any of the Series Z-1 Bonds or the Refunded Bonds to become or be classified as
arbitrage bonds within the meaning of Section 148 of the Code. It is further understood and
agreed that the Trustee shall not be required at any time to make any such investment or to do
any such act.
(c) It shall not be an event of default under the Indenture if the interest on the Series
Z-1 Bonds becomes includable in gross income for federal income tax purposes or otherwise
subject to federal income taxes pursuant to any provision of the Code, which is not currently in
effect and in existence on the date of issuance of the Series Z-1 Bonds.
Section 6.10. Trustee Notices, Directions, Instructions, etc. by Unsecured Electronic
Methods. The Trustee shall have the right to accept and act upon instructions, including funds
transfer instructions (“Instructions”) given pursuant to this Twenty-Fifth Supplemental Indenture
and delivered using Electronic Means; provided, however, that the Issuer shall provide to the
Trustee an incumbency certificate listing officers with the authority to provide such Instructions
and containing specimen signatures of such Authorized Officers, which incumbency certificate
shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If
the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee in its
discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions,
after consultation with the Issuer, shall be deemed controlling absent the Trustee’s willful
misconduct or gross negligence. The Issuer understands and agrees that the Trustee cannot
determine the identity of the actual sender of such Instructions and that the Trustee shall
conclusively presume that directions that purport to have been sent by an Authorized Officer
listed on the incumbency certificate provided to the Trustee have been sent by such Authorized
- 35 - 15369575
Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such
Instructions to the Trustee and that the Issuer and all Authorized Officers are solely responsible
to safeguard the use and confidentiality of applicable user and authorization codes, passwords
and/or authentication keys upon receipt by the Issuer. The Trustee shall not be liable, except for
in instances of gross negligence or willful misconduct, for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions
notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.
The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit
Instructions to the Trustee, including without limitation the risk of the Trustee acting on
unauthorized Instructions, and the risk of interception and misuse by third parties except, in each
case, instances when there is willful misconduct of the Trustee or gross negligence of the
Trustee; (ii) that it is fully informed of the protections and risks associated with the various
methods of transmitting Instructions to the Trustee and that there may be more secure methods of
transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security
procedures (if any) to be followed in connection with its transmission of Instructions provide to
the Trustee a commercially reasonable degree of protection in light of its particular needs and
circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or
unauthorized use of the security procedures.
Section 6.11. Counterparts. This Twenty-Fifth Supplemental Indenture may be
simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
(End of Article VI)
IN WITNESS WHEREOF, The Trustees of Indiana University has caused this Twenty- Fifth Supplemental Indenture to be signed in its name by the Chair, any Vice Chair, or the Treasurer of its Board of Trustees and its corporate seal to be hereunto affixed and the same to be attested by the Secretary or the Assistant Secretary of its Board of Trustees, and The Bank of New York Mellon Trust Company, N.A., to evidence its acceptance of the trust hereby created, has caused this Twenty-Fifth Supplemental Indenture to be signed in its name by one of its Authorized Officers and the same to be attested by one of its Authorized Officers, all as of the day and year first above written.
THE TRUSTEES OF INDIANA UNIVERSITY
(Corporate Seal)
Attest:
By: Michael J. Mirro, Chair
Deborah A. Lemon By:
Deborah A. Lemon, Secretary of Board of Trustees
Signature Page to the Twenty-Fifth Supplemental Indenture for the
Blanket Issuer Letter of Representationsro b Cornoteted try Issuer)
The Trustees of Indiana UniversitZWarne¿cgI1er.)
Attention: 'Underwriting Department —The Depository Trost Company55 Water Street; 506 Floorew York, NY 10041-0099
4a7 6, 1998
Ladies and Gentlemen:
This letter sets forth OUT understanding with pmt to all issues (the -Securities") that Issuer
:hail request be made eligible for deposit by The .Depository Trust Company (T)TC-),
To induce DTC to accept the Securities as eligible for deposit at rnt, and to act in accordancewith DTC 's Rules with 1=FL-ut to the Securities, Luruer represents to DTC that Issuer will comply
with the requirements stated in DTC's Operational kraugerne:ats, as they may be amended fromtime to tirne.
Note:
Schedule A contains statements that DTC belirmsurstelv descritx DTC, the method of effecstag book.
tarn. transfers et securities dignintted nun* DTC, astderstaess related matters.
(Prepared by DTC,--bracketed material may be applicable only to =We issues/
1. The Deiein tey Trust Coroperry (DTC"), New York, NY; will act as securities depository fur thesecurities (the -Securities"). The Securities will be issued as fully-registered securities registered ie thenone of Cede lc Co. (DTCs parteenhip nominee). One fully-registered Security certificate will be •issued far te...h issue on the Securities, (each) i43 aggregate PsinciPal amocini of surf issue, 33'd willbe deposited with DTC. (IL however, the aggregate principal mount of (ssiri issue essoceds s200unlike, one certificate will be issued with respect to each 6,200 mullion of principal unmet and anadditional certificzte will be issued with sseeeet to my rernainiugprincipe) nem= of sorb issue]
2 DTC is a limited-purpose trust company organized under the New York Banking Law, ir ineedriegorganimeon" within the meaning of the New Ycni; Banking Lew, z seember of the Federal ReserveSystem, a -clearing ocrporztion" within the meaning of the New York Uniform CornmercieJ :cod a"clearing agency" registered pursuant to the previsions of Section 17A of the Secnrities use/emu Act of1934. DTC bolds securities that its participants (-Participants") deposit with DTC. DTC also facilitatesthe settlement among Participants of secinities transactions, such as transfers and pledges, in depositedseverities through electronic computerized book-entry tholes in Participant' accounts, therebyeliminating the need for physical movement of securities certificates. Direct Participants includesecurities brokers and dealers, banks, trust companies, clearing corporations, and certain otherorganizations. DTC is owned by a number or its Direct Participants and by the New York StockFlange lac, the American Stack eyekeoge, Inc., mad the Netiona/ AlSociation of Securities Dealers,Inc. A4_,Ams ro the DTC system is also svailable to others such as securities brokers and dealers, honks,and trust anmpapies that clear through or TaaintZin e custodial relationship with a Direct Participant,
• either directly or indirectly ("Inclined Participants"). The Rules applicable to DTC end in Participantsare co file with the Securities and Eireb.zoge Clv*I174nion_
3. Purchases of Securities tinder the DTC system utast be made by or through Direct Participants,which will receive a credit, for the Securities on DTC's records. The ownership interest of mit actualgurduser of each Sccueity (-Beneficial Owner") lit ie torn to be recorded on the Direct and IndirectParticipants' records. Beneficial Owners will not receive written confinnatan fstn DTC of theirpurchase, but Beneficial Owners are expected to roncive written oanfirmatinu providing details of thetransaction, as well as periodic statproeuts of their holdings, from the Direct or Indirect Participentthrou0 which the Beneficial Owner =toed into the transaction. Traugfers of ownership interests in theSecurities are tv be accomplished by entries made cm the books of Participants acting era })lf ofBeneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests
in Secur4les, except in the event Chat use of thc book-curry system for the Securities Is discontinued.
t, To facilitate subsequent transfers, 1.11 Securities deposited by Particip=ts with DM's= registeredin the mule of DTC's partnership maniere, Cede & Co. The deposit of Securities with ITTC and theirregistration in the wane of Cede ex Co. effect :so change in beneficial ownership. DTC has noknowledge of the actual Senefiaal Owners of the Securities; MI records reflect only the identity of
the Direct Participants te whose accounts such Securities art credited, which easy or may not be ;the
Beneficial Owners, The Participants will remain responsible for keeping recount of their boldingsleer±
(Prepared by DTC---bracketed material may be applicable only to certain issues)
The Depository Trust Company ("DTC). New milarls, NY: will act as securities depository for thesecurities (the -Securities"), The Securities will be issued u fully-registered securities registered in thename of Ccdc be Co. (DTC's partnership nominee). One fully-registered Security certificate will beissued for (each issue of) the Secwities, (each) to the agnate principal amours of such issue, and willbe deposited with DTC. (Li, however, the aggregate principal amount of (ruiyi issue exceeds 5200million, one certificate %%41/ be issued with sesr..t to each s.200 unthou of principal amount and anadditional certificate will be issued with ierspect to any remaining principal amount of such issue.)
. DTC is a limited-purpose trust company organized trader the New York Banking law, a 'making
organization,* within the meaning of the New York Berlin Law, a member of the Federal ReserveSystem, a 'clearing corporation" within the meaning of the New York Uniform CA:tempi:10 Code, andclearing agency* registered pursuant to the provisions of Sectiesu 1711 of the Secs:tribes Exchange Art of1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitatesthe settlement among Participants of securities transactions, such as tz-aasfers and pledges, in depositedsecurities through electronic computerized book-entry changes in Participants' accounts, therebyet:sliest-frig the need for physical movement of securities certificates. Direct Participants includesecurities brokers and dealers, banks, trust companies, clearing corporations, sod certain otherorgie,i-estioas, DTC is owned by a aumber of its Direct Participants and by the New York StockFir.hsAge, Inc., the American. Stock Exchange, bin, end the National Association of Securities Dealers,lac Aoms to the DTC system Is also available to others such as securities broken and dialers, banks,and trust companies that clear through or maricrtain a r,t+ie-lial relatioathip with a Direct Participant,
• either directly or indirccey ('Indirect Participants"). The Rules applicable to DTC and it Participantsare on file with the Securities and Exchange Corunission,
Purchases of Securities under the DTC system must be made by or through Dialect Participantswhich will receive a credit for the Securities on DTC's r000rds. The ownership tamest of each actualpurchaser of each Security (*Beni-Ariel Owner-) is in turn to be recorded an the Direct and IndirectParticipants' records. B-eueficial Owners will not receive written confirounon from DTC of theirpurchase, but Beneficial Owners are topected to naive written confirmations providing details of theMaS2C6011. as well as periodic statements of their holdings, from the Meet or Incbtect Participantduo* which the Ben4i4.4 Owner maenad into the transaction. Trawlers of ownership interests in theSecurities are to be luxomplished by entries made on the books of Participants actiug on be-tif ofBC11Pfit4,f Owners. Beneficial Owners will not receive certificates represent:tag their ownership iceman
in Socuriities, incept in the event that use of the book-entry system far the Sectaitita is discontinued.
4. To facilitee subsequeat transfers, di Securities deposited by Participants with DTCare registered...
in the tome of DTC's partnership nominee, Cede ex Co. The deposit of Securities with DTC and their ,registration to the name of Cede ex Co. effect no change in beneficial ownership. DTC has uo
kocKviedge of the actual Beneficial Owners or the Securities; DTC-s mortis reflect only the ideality ofthe Direct Participants to whose iccazxn such Securities are crocked, winch may or sissy not
Beneficial Owners. The Participants will reinati responsible for keeping coons of their licking's'Orr •••
behalf of their customers s.
5. Conveyance of Dotices and other communications by IDTC to Direct Participants. by DirectParticipants to Indirect Participants, and by Direct Participates and Indirect Participants to BeneficialOwners will be governed by arrangenicats among them, subject to any statutory or regulatory
requirements as :nay be in effect from time m time.
16, Redemption notices shall be sent to Cede & Co. If less than all of the Securities within an Øe are
being redeemed, DTC't practice is to determine by lot the amount of the interest of each DirectParticipant in such issue ris be redeemed.)
7. Neither DTC nor Cede ik Co. will =eat or vote with ic.tycL. to Secaides, Under its usualprccedures, DTC mails an Omnibus PA"), to the Issuer as soon N possible after the iewid date. The~at Prosy assigns Cede år Co.'s cocarnactrig or voting rights to those Direct Participants to whoseaccounts the Securities are credited an the record daze (~ed in a listing attached to the OmnibusPrazy).
8. Principal and interest payments on the Securities will be made to DTC, DTC's practice is to credit
Direct Participant' accounts on payable daze in accordance with their respective hrilflings Mown onDTC's records unless DTC bas reason to .believe that it will not receive payment on payable dare.Payments by Participants to Beneficial Owners will be governed by standing instructions and customarypractices, as is the case with ~es held far the accounts of customers in bearer farm or repsterwl in
"street name,' and will be the responsibirey of such Participant and not of DTC, the Agent, or the
Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time.Payment of principal and interest to DTC is the resPonsMility oldie Issuer or the Agent, disbursementof such payments to Direct Participant shall be the reerponoAlity cif.17TC, and clisbreseasem of such
payments to the Beneficial Owners shall be the responsibility ØØ io,dindireCt Participants,[9. A Beneficial Owner shall gve notice to elect to have its Securities purchased or tendered. through
its Participant, to the (Tendez/Bemarketing) Agent, and Mall effect delivery or3-uch Securities by canningthe Direct Participant to transfer the Participant's interest to the Securities, on DTC's reaminds, to theD'exider/Rext,uicetind Agent The requirement for physical delivery of Securities to catinection with ademand for purchase or a mandatory purchase win be deemed satisfied when the ownership rights inthe Seanities are transferred by Direct Participants on 12TC records.] '
10. DTC may discontinue providing its services as securities depository with respect to the Securitiesat any time by giving moo: Rabic notice to the issuer or the Agent Under such circumstances, in theevent that a successor securities depository is not Obtained, Security certiEuactes are required to beprinted and delivered.
11. Tice Issuer may decide to discontinue vse of the system of bccik-entry transfers through 1)TC (arsuccessor vicinities depository). In that event, Security certificates uazjl be primed and delivered
IL The information in this section =earning DTC and DTC's book-entry system his been obtainedfrom sources that the Issuer believes to be reliable, but the Limier takes no tvsp~ for theaccutacy tflomof.
B - 1 - 1 15369575
EXHIBIT B-1
REFUNDED BONDS
The Refunded Bonds consist of the following:
1. The Trustees of Indiana University, Indiana University Taxable Student Fee
Bonds, Series T-2 (Build America Bonds – Direct Pay Option), described below:
Maturity Date
Principal Amount
Interest Rate
CUSIP
(4551672)
August 1, 2021 $3,430,000 4.907% N5
August 1, 2022 3,540,000 5.107 P0
August 1, 2023 3,660,000 5.307 Q8
August 1, 2024 3,780,000 5.477 R6
August 1, 2029* 21,335,000 6.136 S4
*Final Maturity
The Refunded Bonds will be called for redemption prior to maturity on August 1, 2020.
2. The Trustees of Indiana University, Indiana University Tax-Exempt Student Fee
Bonds, Series V-1, described below:
Maturity Date
Principal Amount
Interest Rate
CUSIP
(4551677)
August 1, 2023 $4,825,000 5.00% A8
August 1, 2024 5,065,000 5.00 B6
August 1, 2025 3,220,000 5.00 C4
August 1, 2026 3,385,000 5.00 D2
The Refunded Bonds will be called for redemption prior to maturity on August 1, 2022.
B - 2 - 1 15369575
EXHIBIT B-2
PRIOR PROJECTS
Prior Projects Financed with Refunded Bonds
Cyberinfrastructure Building (Bloomington Campus)
Life Sciences Laboratory Renovations – Jordan Hall (Bloomington Campus)
VanNuys Medical Science Building Lab Renovations (Indianapolis Campus)
Education and Arts Building Renovation (South Bend Campus)
Simon Hall (Bloomington Campus)
Health Information & Translation Sciences (Indianapolis Campus)
Walther Hall (Indianapolis Campus)
C - 1 15369575
EXHIBIT C
NEW PROJECT
With respect to the Bloomington campus, the Bicentennial Repair and Renovation Plan
project includes but is not limited to, the establishment of the Indiana University Museum of
Archaeology and Anthropology through the renovation and remodeling of the existing Glenn A.
Black Laboratory of Archaeology (“Glenn A. Black Laboratory”) and the Mathers Museum of
World Cultures (“Mathers”) and the renovation of the historic McCalla School building
(“McCalla”). While both Glenn A. Black Laboratory and Mathers will retain their current
functions, McCalla will convert from its use by the Eskenazi School of Art, Architecture and
Design into research center space.
With respect to the Indianapolis campus, the Bicentennial Repair and Rehabilitation Plan
project includes but is not limited to, renovations to the following buildings: (i) the Health
Sciences Building, (ii) the Dunlap Drug Discovery Lab Building (“Dunlap”), (iii) Bryce Building
(“Bryce”), and (iv) Ott Building (“Ott”). The project will enable more efficient and appropriate
operation of the Health Sciences Building as an academic and administrative space, which serves
units including the Fairbank School of Public Health and the School of Health and Human
Sciences. Dunlap, Bryce and Ott are currently vacant due to the need for renovation. All will be
used for the academic and administrative needs of the campus as a whole. The estimated cost of
the project is $66.0 million of which $62.0 million will be bond financed.