twenty-fifth supplemental indenture trust …
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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
Section 1.01. Definitions .........................................................................................................3
Section 1.02. Interpretive Principals ........................................................................................6
Section 1.03. Exhibits ..............................................................................................................7
ARTICLE II. AUTHORIZATION OF SERIES Z BONDS ....................................................8
Section 2.01. Title; Limitation Upon Aggregate Principal Amount ........................................8
Section 2.02. Certain Terms of Series Z Bonds ......................................................................8
Section 2.03. Execution and Authentication..........................................................................11
Section 2.04. Forms ...............................................................................................................11
Section 2.05. Delivery of Series Z Bonds..............................................................................18
Section 2.06. Transfer and Exchange of Series Z Bonds; Persons Treated as Owners .........19
Section 2.07. Mutilated, Lost, Stolen, Destroyed or Undelivered Series Z Bonds ...............20
Section 2.08. Reserved ..........................................................................................................21
Section 2.09. Book-Entry Form Bonds .................................................................................21
ARTICLE III. APPLICATION OF BOND PROCEEDS .......................................................23
Section 3.01. Deposit of Funds ..............................................................................................23
Section 3.02. Series Z Project Fund.......................................................................................23
ARTICLE IV. FUNDS AND ACCOUNTS ............................................................................26
Section 4.01. Interest Accounts .............................................................................................26
Section 4.02. Principal Accounts ...........................................................................................26
Section 4.03. Reserve Fund ...................................................................................................26
ARTICLE V. REDEMPTION OF SERIES Z BONDS BEFORE MATURITY;
PURCHASE IN LIEU OF REDEMPTION ....................................................27
Section 5.01. Redemption Dates and Prices ..........................................................................27
Section 5.02. Notice of Redemption ......................................................................................28
Section 5.03. Partial Redemption or Purchase of Series Z Bonds .........................................28
Section 5.04. Selection of Series Z Bonds for Redemption ..................................................29
Section 5.05. Open Market Purchases ...................................................................................30
Section 5.06. Cancellation .....................................................................................................30
Section 5.07. Release Concerning Redeemed Series Z Bonds ..............................................30
ARTICLE VI. MISCELLANEOUS ........................................................................................31
Section 6.01. Consents, Etc., of Bondholders........................................................................31
Section 6.02. Severability ......................................................................................................31
Section 6.03. Notices .............................................................................................................31
Section 6.04. Trustee as Paying Agent and Registrar; Appointment of
Authenticating Agent .......................................................................................32
Section 6.05. Designation and Succession of Paying Agents and Co-Paying Agents;
Agreement with Paying Agents, Depositary and Co-Paying Agents ..............32
TABLE OF CONTENTS
Page
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Section 6.06. Registrar, Co-Registrar and Authenticating Agent ..........................................33
Section 6.07. Qualifications of Registrar, Co-Registrar and Authenticating Agent;
Resignation; Removal ......................................................................................33
Section 6.08. Several Capacities ............................................................................................34
Section 6.09. Tax Covenants .................................................................................................34
Section 6.10. Trustee Notices, Directions, Instructions, etc. by Unsecured Electronic
Methods ...........................................................................................................34
Section 6.11. Counterparts .....................................................................................................35
EXHIBIT A Blanket DTC Letter of Representations ...................................................... A - 1
EXHIBIT B-1 Refunded Bonds ..................................................................................... B - 1 - 1
EXHIBIT B-2 Prior Projects .......................................................................................... B - 2 - 1
EXHIBIT C New Project ..................................................................................................C - 1
15369575
TWENTY-FIFTH SUPPLEMENTAL INDENTURE
INDIANA UNIVERSITY
STUDENT FEE BONDS, SERIES Z
This Twenty-Fifth Supplemental Indenture dated as of June 1, 2020 (the “Twenty-Fifth
Supplemental Indenture”) between The Trustees of Indiana University, a statutory body politic
created and existing under the laws of the State of Indiana, and located in Bloomington, Monroe
County, Indiana (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a
national banking association organized and existing under and by virtue of the laws of the United
States of America, and having a corporate trust office in the City of Indianapolis, Indiana (the
“Trustee”), as Trustee;
WITNESSETH:
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a certain
Trust Indenture dated as of October 1, 1985 (the “Original Indenture”), as previously
supplemented, and as amended by a First Supplemental and Amendatory Indenture, dated as of
May 1, 1986, a Second Supplemental and Amendatory Indenture, dated as of June 1, 1986, a
Third Supplemental and Amendatory Indenture, dated as of July 1, 1987, a Fifth Supplemental
and Amendatory Indenture dated as of April 1, 1989, a Seventh Supplemental and Amendatory
Indenture dated as of June 1, 1991, an Eleventh Supplemental and Amendatory Indenture dated
as of April 1, 1998, and a Fourteenth Supplemental Indenture, dated as of February 1, 2003 (the
Original Indenture, as so amended and supplemented, the “Amended Indenture”), for the purpose
of securing its Indiana University Student Fee Bonds (the “Bonds”), issued from time to time
thereunder; and
WHEREAS, pursuant to the terms and provisions of the Amended Indenture, the Issuer
has heretofore authorized the issuance of and has issued various series of its Indiana University
Student Fee Bonds; and
WHEREAS, Article IV of the Original Indenture authorizes the issuance of an additional
series of Bonds by the Issuer and the authentication and delivery of such Bonds by the Trustee
under the conditions set forth in said Article IV, which conditions have been complied with so as
to authorize the issuance, authentication and delivery of Bonds pursuant to the Amended
Indenture to provide for the refunding (the “Refunding”) of certain outstanding Bonds described
in Exhibit B hereto (the “Refunded Bonds”) issued to finance or refinance certain facilities of the
Issuer (the “Prior Projects”); and
WHEREAS, Article IV of the Original Indenture authorizes the issuance of additional
series of Bonds by the Issuer and the authentication and delivery of such Bonds by the Trustee
under the conditions set forth in said Article IV, which conditions have been complied with so as
to authorize the issuance, authentication and delivery of Bonds pursuant to the Amended
Indenture to finance all or any portion of the costs of the Bicentennial Repair and Rehabilitation
Plan Project, located on the Bloomington and Indianapolis campuses of the Issuer, described in
Exhibit C hereto (the “New Project” and, together with the Prior Projects, the “Projects”) and
certain incidental costs permitted by law; and
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WHEREAS, the Board of Trustees of the Issuer, by resolution heretofore duly adopted,
authorized the Refunding; and
WHEREAS, the Board of Trustees of the Issuer, by resolution heretofore duly adopted,
found and determined that a necessity exists to acquire, erect, construct, equip, furnish, renovate
and operate the New Project at or in connection with the Bloomington and Indianapolis
campuses of Indiana University, the total aggregate estimated cost thereof being at least
$62,000,000; and
WHEREAS, for the purpose of raising part of the funds to finance the cost of the New
Project and the Refunding, plus incidental costs of issuance and financing costs therefor, the
Issuer, by resolutions of its Board of Trustees has provided for the establishment, issuance and
sale of two new series of its Bonds to be known as “Indiana University Student Fee Bonds,
Series Z-1” (the “Series Z-1 Bonds”), in the aggregate principal amount of $81,265,000, and
“Indiana University Taxable Student Fee Bonds, Series Z-2” (the “Series Z-2 Bonds”, and
together with the Series Z-1 Bonds, the “Series Z Bonds”), in the aggregate principal amount of
$18,595,000, and has fixed and determined the form and substance of such Series Z Bonds and
the terms, conditions and provisions thereof, which shall be as set forth and provided in the
Amended Indenture and this Twenty-Fifth Supplemental Indenture (collectively, the
“Indenture”); and
WHEREAS, all conditions precedent to the issuance of the Series Z Bonds have been
duly complied with, and the Issuer has authorized and requested the Trustee to join with it in the
execution and delivery of this Twenty-Fifth Supplemental Indenture for the purpose of setting
forth in conjunction with the Amended Indenture the terms, conditions, provisions and form of
the Series Z Bonds;
NOW THEREFORE, in consideration of the premises and of the mutual covenants herein
contained and of the purchase and acceptance of the Series Z Bonds by the holders thereof and of
the sum of One Dollar ($1.00) paid by the Trustee at or before the ensealing and delivery of
these presents and for other valuable consideration, the receipt whereof is hereby acknowledged,
and for the purpose of fixing and declaring the terms, conditions and provisions of the Series Z
Bonds and in order to secure the payment of principal of and interest on the Bonds at any time
issued and outstanding under the Indenture as the same may be supplemented from time to time,
according to their tenor and effect, and the performance and observance of all the covenants and
conditions in said Bonds and the Indenture and herein contained, The Trustees of Indiana
University has executed and delivered this Twenty-Fifth Supplemental Indenture and has
pledged and by these presents does hereby pledge unto The Bank of New York Mellon Trust
Company, N.A., as Trustee for the Series Z Bonds and to its successors in said trust and to it and
its assigns, (a) Student Fees, as defined in the Original Indenture, proceeds thereof and the right
to receive the same, and (b) except as provided in Section 4.03 hereof, moneys held from time to
time in Funds created under the Original Indenture all to the extent and in the manner provided
in the Amended Indenture; and the Issuer and Trustee, for themselves and their respective
successors, do hereby covenant and agree as follows:
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ARTICLE I.
DEFINITIONS
Section 1.01. Definitions. In addition to the words and terms defined in the Original
Indenture and elsewhere defined in this Twenty-Fifth Supplemental Indenture, the following
words and terms as used in this Twenty-Fifth Supplemental Indenture shall have the following
meanings unless the context or use indicates another or different meaning or intent:
“Account” means any of the accounts established pursuant to the Indenture.
“Amended Indenture” means the Original Indenture, as previously supplemented and as
amended by a First Supplemental and Amendatory Indenture dated as of May 1, 1986, a Second
Supplemental and Amendatory Indenture dated as of June 1, 1986, a Third Supplemental and
Amendatory Indenture dated as of July 1, 1987, a Fifth Supplemental and Amendatory Indenture
dated as of April 1, 1989, a Seventh Supplemental and Amendatory Indenture dated as of
June 1, 1991, an Eleventh Supplemental and Amendatory Indenture dated as of April 1, 1998,
and a Fourteenth Supplemental Indenture dated as of February 1, 2003.
“Authenticating Agent” means each and every agent appointed by the Trustee from time
to time as agent of the Trustee for the authentication of Series Z Bonds for so long as such
appointment shall continue in effect.
“Authorized Denominations” means with respect to the Series Z-1 Bonds $5,000 and any
integral multiple thereof; and, with respect to the Series Z-2 Bonds $1,000 and any integral
multiple thereof.
“Authorized Officer” means: (i) in the case of the Issuer, the Chair, any Vice Chair, the
Secretary or any Assistant Secretary of the Board of Trustees of the Issuer or the Treasurer or
any Assistant Treasurer of the Issuer, and any other officer or other employee duly authorized by
the Issuer or any of the above officers and (ii) in the case of the Trustee, any officer or authorized
representative in its Public Finance Group or similar group administering the trusts hereunder or
any other officer of the Trustee customarily performing functions similar to those performed by
any of the above designated officers to whom a particular matter is referred by the Trustee
because of such officer's or authorized representative's knowledge of and familiarity with the
particular subject.
“Bond Counsel” or “Co-Bond Counsel” means any law firm having a national reputation
in the field of municipal law whose opinions are generally accepted by purchasers of municipal
bonds, appointed by resolution of the Issuer.
“Bondholder” or “Holder” or “Owner” means the Person in whose name any Series Z
Bond is registered pursuant to the Indenture.
“Business Day” means any day other than (i) a Saturday or a Sunday or a legal holiday or
a day on which banking institutions in the city in which the designated corporate trust office of
the Trustee is located are required or authorized by law or executive order to close or (ii) a day
on which the New York Stock Exchange is closed.
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“Code” means the Internal Revenue Code of 1986, as amended, or any successors
thereto.
“Default” or “event of default” means any of those events defined as events of default by
Section 10.02 of the Original Indenture.
“Electronic Means” means the following communications methods: e-mail, facsimile
transmission, secure electronic transmission containing applicable authorization codes,
passwords and/or authentication keys issued by the Trustee, or another method or system
specified by the Trustee as available for use in connection with its services hereunder.
“Escrow Agreement” means the Escrow Deposit Agreement, date as of June 1, 2020, by
and among the Issuer, the Escrow Trustee and the Trustee.
“Escrow Trustee” means The Bank of New York Mellon Trust Company, N.A.,
Indianapolis, Indiana, and any permitted successor as escrow trustee under this Indenture,
serving in such capacity under the Escrow Agreement.
“Fund” means any of the funds established pursuant to the Amended Indenture or this
Twenty-Fifth Supplemental Indenture.
“Indenture” means the Amended Indenture as supplemented by this Twenty-Fifth
Supplemental Indenture and as otherwise supplemented and amended from time to time.
“Interest Payment Date” means each February 1 and August 1, commencing
August 1, 2020 for the Series Z Bonds.
“New Project” means all or any portion of the Bicentennial Repair and Rehabilitation
Plan Project located on the Bloomington and Indianapolis campuses of the Issuer and described
in Exhibit C hereto.
“Original Indenture” means the Trust Indenture relating to the Indiana University Student
Fee Bonds, by and between the Issuer and the Trustee, dated as of October 1, 1985.
“Paying Agent” means the Trustee, acting as such, and any additional paying agent for
the Series Z Bonds appointed pursuant to Section 6.05 of this Twenty-Fifth Supplemental
Indenture, their respective successors and any other corporation which may at any time be
substituted in their respective places pursuant to this Twenty-Fifth Supplemental Indenture.
“Person” means an individual, partnership, corporation, trust or unincorporated
organization, and a government or agency or political subdivision thereof.
“Principal Office,” when used with respect to the Trustee, means the corporate trust
office of the Trustee located in Indianapolis, Indiana, and when used with respect to any Paying
Agent, Co-Paying Agent, Registrar, Co-Registrar and Authenticating Agent, means the
respective offices thereof designated in writing to the Trustee unless, in the case of the Paying
Agent and the Registrar, the Trustee is performing such functions, in which case it shall mean the
Principal Operations Office of the Trustee.
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“Principal Operations Office,” when used with respect to the Trustee’s performance of its
Paying Agent and Registrar functions, means its operations office, currently located in East
Syracuse, New York.
“Prior Projects” means the facilities financed or refinanced by the Refunded Bonds as
described in Exhibit B-2 hereto.
“Projects” means the Prior Projects and the New Project.
“Rebate Agreement” means the Construction and Rebate Agreement dated as of June 1,
2020, between the Issuer and the Trustee.
“Record Date” means, with respect to any Interest Payment Date, the fifteenth day of the
month immediately preceding such Interest Payment Date.
“Refunded Bonds” means collectively, the Refunded Series T-2 Bonds and the Refunded
Series V-1 Bonds, as described in Exhibit B-1 hereto.
“Refunded Series T-2 Bonds” means the Indiana University Taxable Student Fee Bonds,
Series T-2 (Build America Bonds – Direct Pay Option), described in Exhibit B-1 hereto,
refunded on a current basis by proceeds of the Series Z-1 Bonds.
“Refunded Series V-1 Bonds” means the Indiana University Tax-Exempt Student Fee
Bonds, Series V-1, described in Exhibit B-1 hereto, advanced refunded by proceeds of the Series
Z-2 Bonds.
“Registrar” means the Trustee when acting as such in accordance with Sections 2.05 and
2.06 hereof.
“Resolutions” means the resolutions adopted and approved by the Board of Trustees of
Issuer on October 4, 2019 and on June 12, 2020, authorizing, among other things, the issuance of
the Series Z Bonds and the refunding of the Refunded Bonds.
“Series Z Bond” or “Series Z Bonds” means collectively the Series Z-1 Bonds and the
Series Z-2 Bonds.
“Series Z Project Fund” means the Fund so designated which is created pursuant to
Section 3.02 of this Twenty-Fifth Supplemental Indenture.
“Series Z-1 Bond” or “Series Z-1 Bonds” means one or more of the Indiana University
Student Fee Bonds, Series Z-1, authorized to be issued by the Issuer pursuant to the terms and
conditions of Section 2.02 hereof.
“Series Z-1 Interest Account” means the Account so designated which is created and
established in the Sinking Fund pursuant to Section 4.01 of this Twenty-Fifth Supplemental
Indenture.
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“Series Z-1 Principal Account” means the Account so designated which is created and
established in the Sinking Fund pursuant to Section 4.02 of this Twenty-Fifth Supplemental
Indenture.
“Series Z-2 Bond” or “Series Z-2 Bonds” means one or more of the Indiana University
Taxable Student Fee Bonds, Series Z-2, authorized to be issued by the Issuer pursuant to the
terms and conditions of Section 2.02 hereof.
“Series Z-2 Interest Account” means the Account so designated which is created and
established in the Sinking Fund pursuant to Section 4.01 of this Twenty-Fifth Supplemental
Indenture.
“Series Z-2 Principal Account” means the Account so designated which is created and
established in the Sinking Fund pursuant to Section 4.02 of this Twenty-Fifth Supplemental
Indenture.
“Sinking Fund” means the Fund so designated which is created by Section 6.02 of the
Original Indenture.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national
banking association with a corporate trust office located in Indianapolis, Indiana, and its
successors and any corporation resulting from or surviving any consolidation or merger to which
it or its successors may be a party and any successor trustee at the time serving as such
hereunder.
“Twenty-Fifth Supplemental Indenture” means this Twenty-Fifth Supplemental Indenture
dated as of June 1, 2020, between the Issuer and the Trustee, including exhibits hereto.
“Undelivered Bonds” means, at any time, Series Z Bonds which 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 moneys are on deposit with the Trustee or the Co-Paying Agent to pay such
principal thereof and premium, if any, and interest thereon in accordance with this Twenty-Fifth
Supplemental Indenture.
“Undertaking” means the Continuing Disclosure Supplement dated as of June 1, 2020, to
a Second Amended and Restated Continuing Disclosure Undertaking Agreement of the Issuer
dated as of February 1, 2020, as previously supplemented.
“Written Request” means a request in writing signed by the Issuer’s Authorized Officer.
Section 1.02. Interpretive Principals.
(a) Words importing persons include firms, associations and corporations, and words
importing the singular number include the plural number and vice versa.
(b) The terms President and Vice President of the Issuer’s Board of Trustees as used
in the Indenture shall be interpreted to mean the officers designated as Chair and Vice Chair in
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the Issuer’s Bylaws, as amended, and the Chair and Vice Chair, as so designated in the Bylaws
shall be interpreted to mean the President and Vice President, as specified in IC 21-20-4-1.
Section 1.03. Exhibits. The following Exhibits are attached to and by reference made a
part of this Indenture:
Exhibit A: Blanket DTC Letter of Representations
Exhibit B-1: Refunded Bonds
Exhibit B-2: Prior Projects
Exhibit C: New Project
(End of Article I)
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ARTICLE II.
AUTHORIZATION OF SERIES Z BONDS
Section 2.01. Title; Limitation Upon Aggregate Principal Amount.
(a) Pursuant to the Indenture, there shall be and is hereby authorized and established
a series of Indiana University Student Fee Bonds, the bonds in which series shall be known as
“Indiana University Student Fee Bonds, Series Z-1” (herein sometimes referred to as the “Series
Z-1 Bonds”), which Series Z-1 Bonds shall be issued in and limited to the aggregate initial
principal amount of $81,265,000.
(b) Pursuant to the Indenture, there shall be and is hereby authorized and established
a series of Indiana University Student Fee Bonds, the bonds in which series shall be known as
“Indiana University Taxable Student Fee Bonds, Series Z-2” (herein sometimes referred to as the
“Series Z-2 Bonds”), which Series Z-2 Bonds shall be issued in and limited to the aggregate
initial principal amount of $18,595,000.
Section 2.02. Certain Terms of Series Z Bonds.
A. Series Z-1 Bonds
(a) The Series Z-1 Bonds shall be issuable as fully registered bonds without coupons
in Authorized Denominations and, unless the Issuer otherwise directs, shall be lettered and
numbered from Z-1-1 and upward. The Series Z-1 Bonds shall be dated the date of delivery
thereof (the “Original Issue Date”).
The Series Z-1 Bonds shall mature, subject to prior redemption, upon the terms and
conditions hereinafter set forth, on the dates and in the amounts as set forth below. Each Series
Z-1 Bond shall bear interest (as described in this Section 2.02) from the Interest Payment Date
next preceding its authentication date, unless (i) such authentication date shall be prior to the
close of business on the Record Date preceding the first Interest Payment Date, in which case
such Series Z-1 Bond shall bear interest from the Original Issue Date, (ii) such date of
authentication shall be an Interest Payment Date to which interest on the Series Z-1 Bonds has
been paid in full or duly provided for, in which case such Series Z-1 Bond shall bear interest
from such date of authentication; or (iii) such date of authentication is after the close of business
on a Record Date and before the next Interest Payment Date, in which case such Series Z-1 Bond
shall bear interest from such Interest Payment Date; provided, however, that if, as shown by the
records of the Trustee, interest on such Series Z-1 Bonds shall be in Default, Series Z-1 Bonds
issued in exchange for such Series Z-1 Bonds surrendered for transfer or exchange shall bear
interest from the last date to which interest has been paid in full on the Series Z-1 Bonds or, if no
interest has been paid on the Series Z-1 Bonds, from the Original Issue Date. Each Series Z-1
Bond shall bear interest on overdue principal and, to the extent permitted by law, on overdue
interest at the rate borne by such Series Z-1 Bond on the date on which such principal or such
interest became due and payable.
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(b) The Series Z-1 Bonds shall mature on August 1 of the years and in the amounts
set forth below and shall bear interest until the principal thereof shall have been paid, whether at
maturity, upon redemption or otherwise, at the rates set forth below:
August 1 Principal Amount Interest Rate
CUSIP
(455168)
2020 $ 3,360,000 2.00 % GR9 2021 5,595,000 3.00 GS7 2022 5,775,000 3.00 GT5 2023 5,945,000 3.00 GU2 2024 6,110,000 3.00 GV0 2025 6,295,000 3.00 GW8 2026 6,520,000 4.00 GX6 2027 6,780,000 4.00 GY4 2028 7,075,000 5.00 GZ1 2029 7,430,000 5.00 HA5 2030 3,680,000 5.00 HB3 2031 3,865,000 5.00 HC1 2032 4,065,000 5.00 HD9 2033 4,275,000 5.00 HE7 2034 4,470,000 4.00 HF4 2035 25,000 4.00 HG2
(c) The principal of and premium, if any, and interest on the Series Z-1 Bonds shall
be payable in any coin or currency of the United States of America which, at the respective date
of payment thereof, is legal tender for the payment of public and private debts. The principal
and premium, if any, due on any Series Z-1 Bond shall be payable upon the presentation and
surrender thereof at the Principal Operations Office of the Trustee or its successor in trust or, at
the option of the Owner, at the Principal Operations Office of any Paying Agent. Payment of
interest on any Series Z-1 Bond shall be made to the Owner thereof and shall be made by check
mailed on the first Business Day prior to an Interest Payment Date to the Owner as of the close
of business on the Record Date at its address as it appears on the registration books of the Issuer
maintained by the Registrar; provided, the Owners of at least $1,000,000 in principal amount
may request in writing that such payment be made by wire transfer, with settlement on such
Interest Payment Date, to an account located in the continental United States, which account is
specified in writing prior to the Record Date for such Interest Payment Date, and upon
compliance with the reasonable regulations of the Trustee. Any payment made by wire transfer
which is not accepted by the receiving bank may be sent by check.
(d) Interest on the Series Z-1 Bonds shall be paid in arrears on each Interest Payment
Date and at maturity or upon earlier redemption. Interest on the Series Z-1 Bonds shall be
computed upon the basis of a 360-day year, consisting of twelve 30-day months.
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B. Series Z-2 Bonds
(a) The Series Z-2 Bonds shall be issuable as fully registered bonds without coupons
in Authorized Denominations and, unless the Issuer otherwise directs, shall be lettered and
numbered from Z-2-1 and upward. The Series Z-2 Bonds shall be dated the Original Issue Date.
The Series Z-2 Bonds shall mature, subject to prior redemption, upon the terms and
conditions hereinafter set forth, on the dates and in the amounts as set forth below. Each Series
Z-2 Bond shall bear interest (as described in this Section 2.02) from the Interest Payment Date
next preceding its authentication date, unless (i) such authentication date shall be prior to the
close of business on the Record Date preceding the first Interest Payment Date, in which case
such Series Z-2 Bond shall bear interest from the Original Issue Date, (ii) such date of
authentication shall be an Interest Payment Date to which interest on the Series Z-2 Bonds has
been paid in full or duly provided for, in which case such Series Z-2 Bond shall bear interest
from such date of authentication; or (iii) such date of authentication is after the close of business
on a Record Date and before the next Interest Payment Date, in which case such Series Z-2 Bond
shall bear interest from such Interest Payment Date; provided, however, that if, as shown by the
records of the Trustee, interest on such Series Z-2 Bonds shall be in Default, Series Z-2 Bonds
issued in exchange for such Series Z-2 Bonds surrendered for transfer or exchange shall bear
interest from the last date to which interest has been paid in full on the Series Z-2 Bonds or, if
no interest has been paid on the Series Z-2 Bonds, from the Original Issue Date. Each Series Z-2
Bond shall bear interest on overdue principal and, to the extent permitted by law, on overdue
interest at the rate borne by such Series Z-2 Bond on the date on which such principal or such
interest became due and payable.
(b) The Series Z-2 Bonds shall mature on August 1 of the years and in the amounts
set forth below and shall bear interest until the principal thereof shall have been paid, whether at
maturity, upon redemption or otherwise, at the rates set forth below:
August 1 Principal Amount Interest Rate
CUSIP
(455168)
2020 $ 555,000 0.387 % GJ7
2021 495,000 0.478 GK4
2022 500,000 0.597 GL2
2023 5,220,000 0.626 GM0
2024 5,250,000 0.789 GN8
2025 3,270,000 0.939 GP3
2026 3,305,000 1.152 GQ1
(c) The principal of and premium, if any, and interest on the Series Z-2 Bonds shall
be payable in any coin or currency of the United States of America which, at the respective date
of payment thereof, is legal tender for the payment of public and private debts. The principal
and premium, if any, due on any Series Z-2 Bond shall be payable upon the presentation and
surrender thereof at the Principal Operations Office of the Trustee or its successor in trust or, at
the option of the Owner, at the Principal Operations Office of any Paying Agent. Payment of
interest on any Series Z-2 Bond shall be made to the Owner thereof and shall be made by check
mailed on the first Business Day prior to an Interest Payment Date to the Owner as of the close
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of business on the Record Date at its address as it appears on the registration books of the Issuer
maintained by the Registrar; provided, the Owners of at least $1,000,000 in principal amount
may request in writing that such payment be made by wire transfer, with settlement on such
Interest Payment Date, to an account located in the continental United States, which account is
specified in writing prior to the Record Date for such Interest Payment Date, and upon
compliance with the reasonable regulations of the Trustee. Any payment made by wire transfer
which is not accepted by the receiving bank may be sent by check.
(d) Interest on the Series Z-2 Bonds shall be paid in arrears on each Interest Payment
Date and at maturity or upon earlier redemption. Interest on the Series Z-2 Bonds shall be
computed upon the basis of a 360-day year, consisting of twelve 30-day months
Section 2.03. Execution and Authentication. The Series Z Bonds shall be executed by
the Issuer and authenticated by the Trustee or the Authenticating Agent as provided in
Section 2.03 of the Amended Indenture and in the form prescribed in Section 2.04 of this
Twenty-Fifth Supplemental Indenture.
Section 2.04. Form. The Series Z Bonds, the Trustee’s certificate to be endorsed
thereon and the form of assignment shall be in substantially the following form, with such
changes as are appropriate for each series to wit:
(Form of Series Z Bond)
UNITED STATES OF AMERICA
THE TRUSTEES OF INDIANA UNIVERSITY
INDIANA UNIVERSITY [TAXABLE] STUDENT FEE BOND, SERIES [Z-1][Z-2]
No. [Z-1][Z-2]-1
INTEREST
RATE
MATURITY
DATE
ORIGINAL ISSUE
DATE
AUTHENTICATION
DATE CUSIP
REGISTERED OWNER:
(See Attached Schedule A)
PRINCIPAL AMOUNT:
THE TRUSTEES OF INDIANA UNIVERSITY (the “Issuer”), a statutory body politic
created and existing under the laws of the State of Indiana, for value received, hereby promises
to pay in lawful money of the United States of America to the Registered Owner set forth in
Schedule A hereto, or registered assigns (the “Owner”), on the Maturity Date(s) set forth in
Schedule A hereto, unless this Series [Z-1][Z-2] Bond shall have previously been called for
redemption and payment of the redemption price made or provided for, but solely from the
sources pledged and assigned for the payment hereof pursuant to the Indenture hereinafter
defined and not otherwise, upon surrender hereof, the Principal Amount(s) set forth in
Schedule A hereto, and to pay interest on such Principal Amount(s) in like money, but solely
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from said payments and as hereinafter provided, from the interest payment date next preceding
the Authentication Date set forth in Schedule A hereto or, if authenticated on or prior to July 15,
2020, the Original Issue Date set forth in Schedule A hereto (except as otherwise provided in the
hereinafter defined Indenture), on each February 1 and August 1 hereafter commencing
August 1, 2020, until the principal hereof shall have become due, whether at maturity or by
redemption, at the Interest Rate(s) set forth in Schedule A hereto and on the dates determined as
described herein and in the Indenture, and to pay interest on overdue principal and, to the extent
permitted by law, on overdue interest due on this Series [Z-1][Z-2]Bond computed at the rate
borne by this Series [Z-1][Z-2]Bond on the date on which such principal or such interest became
due and payable, principal of and premium, if any, and interest on, this Series [Z-1][Z-2]Bond
being payable in lawful money of the United States of America at the Principal Operations
Office of The Bank of New York Mellon Trust Company, N.A., currently located in East
Syracuse, New York, as trustee, or its successor in trust (the “Trustee”); provided, however, that
payment of the interest alone due on any regularly scheduled interest payment date shall be made
to the Owner hereof as of the close of business on the 15th
day of the month immediately
preceding the interest payment date (the “Record Date”) with respect to such interest payment
date and shall be paid by check mailed to such Owner at his address as it appears on the
registration books of the Issuer maintained by the Trustee, as Bond Registrar, or wire transfer
(with settlement on such interest payment date) to holders of at least $1,000,000 in principal
amount as described in the Indenture.
This Series [Z-1][Z-2] Bond is one of a duly authorized series of Indiana University
[Taxable] Student Fee Bonds, Series [Z-1][Z-2], limited in aggregate principal amount to
$____________ (hereinafter called the “Series [Z-1][Z-2] Bonds”), which, together with the
Indiana University [Taxable] Student Fee Bonds, Series [Z-1][Z-2], limited in the aggregate
principal amount to $___________ (hereinafter the “Series [Z-1][Z-2]” and, together with the
Series [Z-1][Z-2] Bonds, the “Series Z Bonds”) are issued under the hereinafter described
Indenture to provide funds to the Issuer to enable it to refund certain outstanding bonds, to pay or
reimburse the cost of certain university facilities, and to pay or reimburse the expenses of issuing
the Series Z Bonds.
The Issuer has previously issued various series of its Indiana University “Student Fee
Bonds” under the Act, as hereinafter defined. The outstanding Student Fee Bonds and the Series
Z Bonds and all subsequent Parity Bonds (as defined in the Indenture) are payable from and
secured solely by Student Fees (as defined in the Indenture) derived from the students at Indiana
University and certain other Pledged Funds, as defined in the Indenture; provided that the Series
Z Bonds have no claim on the Reserve Fund and no Reserve Fund Requirement. It is provided
in the Indenture that the Issuer may hereafter issue additional bonds (the “Additional Bonds”)
from time to time under certain terms and conditions contained therein and, if issued, such
Additional Bonds may either be Parity Bonds which will rank pari passu with the outstanding
Student Fee Bonds and the Series Z Bonds (except with respect to the Reserve Fund as described
above) or be Subordinated Bonds (as defined in the Indenture) in regard to the principal thereof
and interest thereon. The outstanding Student Fee Bonds and the Series Z Bonds any other
Parity Bonds and any Subordinated Bonds are hereinafter collectively referred to as the “Bonds”.
The Series Z Bonds are issued under and are (except with respect to the Reserve Fund,
against which the Series Z Bonds shall have no claim) equally and ratably secured and entitled to
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the security given by a Trust Indenture, dated as of October 1, 1985, duly executed and delivered
by the Issuer to the Trustee as supplemented by a Twenty-Fifth Supplemental Indenture dated as
of June 1, 2020 (the “Twenty-Fifth Supplemental Indenture”), and as previously and hereafter
supplemented and amended from time to time (collectively, the “Indenture”). Reference is
hereby made to the Indenture, copies of which are on file at the corporate trust office of the
Trustee, for the provisions, among others, with respect to the nature and extent of the security,
the rights, duties and obligations of the Issuer and the Trustee, the rights of the holders of the
Bonds, and the terms upon which the Bonds are or may be issued and secured, and to all the
provisions of which the Owner hereof by the acceptance of this Series Z Bond assents.
Interest on the Series Z Bonds shall be paid in arrears on each interest payment date and
at maturity or upon prior redemption. The interest on the Series Z Bonds for that period shall be
computed on the basis of a 360-day year, consisting of twelve 30-day months.
[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 designated by the Issuer (less than all of such Series Z-1
Bonds of a particular maturity to be selected by lot in such manner as may be designated
by the Trustee), at a redemption price of 100% of the principal amount of each Series Z-1
Bond to be redeemed, plus accrued interest to the date fixed for redemption.]
[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.
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:
“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.
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“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 securities of
comparable maturity to the remaining average life of the Series Z-2 Bond to
be redeemed.
“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.
“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.
“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, on the fifth Business Day preceding
such redemption date.]
In the case of a redemption of any Series [Z-1][Z-2] Bonds as aforesaid, such Series [Z-
1][Z-2] Bonds or portions thereof to be redeemed shall be called for redemption by the Trustee
giving written notice thereof at least 30 but not more than 45 days prior to the date fixed for
redemption to the Owner of each Series [Z-1][Z-2] Bond to be redeemed at the address shown
on the registration books. All Series [Z-1][Z-2] Bonds (or portions thereof) so called for
redemption will cease to bear interest after the specified redemption date, provided funds for
their redemption are on deposit at the place of payment at that time, shall no longer be protected
under the Indenture and shall not be deemed to be outstanding under the provisions of the
Indenture.
This Series [Z-1][Z-2] Bond is transferable by the Owner hereof in person or by such
Owner’s attorney duly authorized in writing at the Principal Operations Office of the Trustee, but
only in the manner and subject to the limitations provided in the Indenture and upon surrender of
this Series [Z-1][Z-2] Bond. Upon such transfer a replacement Series [Z-1][Z-2] Bond or Bonds
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of authorized denominations in the same aggregate principal amount and of the same rate of
interest will be issued to the transferee or transferred in exchange therefor as provided in the
Indenture. The Trustee shall not be required to transfer or exchange this Series [Z-1][Z-2] Bond
after the mailing of notice calling this Series [Z-1][Z-2] Bond for redemption has been made, nor
during a period of 15 days next preceding mailing of a notice of redemption of any Series [Z-
1][Z-2] Bonds.
The Issuer and the Trustee may deem and treat the person in whose name this Series [Z-
1][Z-2] Bond is registered as the absolute Owner hereof for the purpose of receiving payment of
or on account of principal hereof and interest hereon and for all other purposes, and neither the
Issuer nor the Trustee nor any paying agent shall be affected by any notice to the contrary.
This Series [Z-1][Z-2] Bond and the issue of which it is a part are issued pursuant to the
provisions of Indiana Code 21-34-6 through 10 and Indiana Code 5-1-5 (collectively, the “Act”)
and, as provided in the Act, the Issuer shall not be obligated to pay this Series [Z-1][Z-2] Bond
or any other Series [Z-1][Z-2] Bonds or the interest thereon except from the Pledged Funds (as
defined in the Indenture), and no recourse shall be had for the payment of the principal thereof or
interest thereon against the State of Indiana or the Issuer or against the property or the funds of
the State of Indiana or the Issuer, except to the extent of the Pledged Funds.
The Owner of this Series [Z-1][Z-2] Bond shall have no right to enforce the provisions of
the Indenture or to institute action to enforce the covenants therein, or to take any action with
respect to any event of default under the Indenture, except as provided in the Indenture.
Modifications or alterations of the Indenture, or of any supplements thereto, may be made only
to the extent and in the circumstances permitted by the Indenture.
It is hereby certified that all conditions, acts and things required to exist, happen and be
performed under the Act and under the Indenture precedent to and in the issuance of this Series
[Z-1][Z-2] Bond exist, have happened and have been performed, and that the issuance,
authentication and delivery of this Series [Z-1][Z-2] Bond have been duly authorized by
resolutions of the Issuer duly adopted.
No recourse shall be had for the payment of the principal of or premium, if any, or
interest on any of the Series [Z-1][Z-2] Bonds or for any claim based thereon or upon any
obligation, covenant or agreement in the Indenture contained, against any past, present or future
officer, member or trustee of the Issuer, or any incorporator, officer, director, agent or trustee of
any successor corporation, as such, either directly or through the Issuer or any successor
corporation, under any rule of law or equity, statute or constitution or by the enforcement of any
assessment or penalty or otherwise, and all such liability of any such incorporator, officer,
director, agent or trustee as such is hereby expressly waived and released as a condition of and
consideration for the execution of the Twenty-Fifth Supplemental Indenture and the issuance of
any of the Series [Z-1][Z-2] Bonds.
This Series [Z-1][Z-2] Bond shall not be valid or become obligatory for any purpose or
be entitled to any security or benefit under the Indenture until the certificate of authentication
hereon shall have been duly executed by the Trustee on behalf of the Trustee.
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IN WITNESS WHEREOF, The Trustees of Indiana University has caused this Series [Z-
1][Z-2] Bond to be executed in its name on its behalf by the manual or facsimile signature of its
Chair or any Vice Chair and its corporate seal to be hereunto affixed manually or by facsimile
and attested to by the manual or facsimile signature of its Secretary or any Assistant Secretary.
THE TRUSTEES OF INDIANA UNIVERSITY
By:
Chair
[SEAL]
Attest:
Secretary
(Form of Certificate of Authentication)
This Series Z Bond is one of the Series [Z-1][Z-2] Bonds described in the within
mentioned Twenty-Fifth Supplemental Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Authorized Representative
The following abbreviations, when used in the inscription of the face of the within Series
[Z-1][Z-2] Bond, shall be construed as though they were written out in full according to
applicable laws or regulations.
TEN COM. as tenants in common
JT TEN. as joint tenants with right of survivorship
and not as tenants in common
UNIF TRANS MIN ACT. ________________ Custodian ___________________
(Cust) (Minor)
under Uniform Transfers to Minors Act
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(State)
Additional abbreviations may also be used though not in list above.
ASSIGNMENT
For value received, the undersigned hereby sells and transfers unto __________________
______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
__________________________________
(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).
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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)
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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
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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.
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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.
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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
Indiana University Student Fee Bonds, Series Z
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Authorized Officer
DocuSign Envelope ID: 3A9F3BA8-0F94-4DEE-A9FD-6CF5B074F938
A - 1 15369575
EXHIBIT A
BLANKET LETTER OF REPRESENTATIONS
(See Attached)
th•
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.
Received and AccePted:
By:
rr RY TRU '• /COMPAIN
Very =sly yours,.
The Trustees of Indians University(swer)
wan:yak Offseges Sigateees)
Mille,r„16,17rn_surercr:emnie Nam tt •rtdo
205 Bari 00MK
iii.00raington,(GeV tSeeer)
11112U155-7413 (ftwi Somber)
47405
cso
SeliEDULE
.SAMPLE OFTERLNG DOCUMENT LANGUAGEDESCRE6 INC BOOK-ENTRT-ONLY ISSUANCE
(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±
behalf of their customers
scirEDULE A
.SAMPLE OFFERING DOCUMENT LANGUAGEDESCRIBING BOOK-ENTRY-ONLY ISSIYA_NCE
(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.