new me)(ico finance authority - NMFA Home

)
MASTER INDENTURE OF TRUST
betwee,n
NEW ME)(ICO FINANCE AUTHORITY
and
BANK OF ALBUQUERQUE, N.A.,
as Trustee
Relating to State Transportation Rev€lrue Bonds
Dated as ofMay l,2OA4
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TABLE OF CONTENTS
)
Page
PROVISIONS
Tenns
ARTICLE I _ DEFINITIONS AND GENERAL
............ 4
..................4
Section
l0l.
Section
Section
Section
103. Computations..............
..........20
104. Exclusion of Bonds Held By or For the Authorit5r or the Commission ........2A
105. Certificates and Opinions.................
.......2I
Sectionl02.
ARTICLE u
Meaning of Words and
Interpretation..............
AUTI{ORZA'TION AND IssuA}.IcE oF BONDS; ExEcurroN AND
DELTVERY OF QUALIFTED EXCITANGE AGREEMENTS ............... ........ 22
Section 201. Issuance ofBonds for the state Transportation prolram
...........22
section 202. Limitation on rssuance and obligation of Bonds; Pledge
..........22
Section 203. Authorization for Bonds in Series....
.......24
Section
Section
Section
Section
Section
-
204.
205.
206.
207.
209.
DeliveryofBonds
Issuance and
.............25
Conditions Precedent to Authentication and Delivery ofBonds... .............,.25
Additional Bonds Payable From Pledged
..................26
Reve,nues
Bonds........
.....29
ExchangePapre,nts..
.......29
ARTICLE III _ GENERAL TERMS AND PROVISIONS OF BONDS.................................. 3I
Section 301. Details ofBonds...
.................31
Section 302. Execution
............32
Section 303. Exchange ofBonds
...............33
Section 3M. Negotiability, Transfer and Registation
................... 33
Section 305. Ownership of Bonds
.............33
Section 306. Bonds Mutilated, Deshoyed Stolen or Lost.......
......33
Section 307. Authentication ofBonds
...... j4
Section 308. Book EntryBonds
................. 35
ARTTCLE ry - APPLICATTON OF BOND PROCEEDS ......,........
...................... 37
Section 401. Deposits in Frmds and Accounts................
...............37
ARTICLE v - ESTABLISHMENT oF FUNDS AND AccorJNTS; AppLIcATroN oF
PLEDGED ASSESTS.
.............. 38
Section 501. Establishmeirt of Funds and Accounts
...................... 3g
Section 502. AcquisitionFund..........
.....,...39.
Section 503. Revenue Fund.........
.............. 39
section 504. Application of Monela in oilrerFunds and Accounts
................43
Section 505. Effect ofRedemptions onMandatorySinkirrgFund Instalhneirts................45
Section 506. Invesfine,lrt of Funds and Accormts
.........45
Section 507. Moneys Held in Trust...
.......46
Section 508. Use of Available Funds
......... M
ARTICLE VI _ PARTICIJLAR COVENANTS OF THE AUTI{ORITY
........,.....47
Section 601. Elfect of Covenants
...............47
Section 602. Paynent of Ob1igations.................
..........47
Section 603. Offices for Senricing Bonds.....
...............47
Section 604. Further Assurances
................47
Provisions forRefinrding
Qualified Exchmge Agreernents; Countgrparty Paynents; Authority
)
.)
605. Protection of Security; Power to Issue Bonds and Pledge Reve,nues and
Other Funds; Indenture to Constitute Contact
.....................47
....48
Section 606. Ta:r Covenants
Annual
Books
ofAccount;
Audit
...........48
Section 607.
.................... 48
Section 608. Complimce with Conditions Precedent
................48
Section 609. Waiveroflaws.....
of
Payment
of
Bonds...
610.
Extension
...........49
Section
Section 6l l.
Security Interest in and Lien on the Trust Estate........ ................ 49
...........49
Section 612. Credit Fnhancenrent Facilities and Liquidity Facilities...
50
ARTICLE VII _ STJPPLEMENTAL INDEIITURES
Section 701. Modification and Amondment Without Conse,nt..... ................... 50
Section 702. Supple,mental Inde,ntures Effective with Conseirt of Owners....................... 5l
Section 703. General Provisions Relating to All Supplemental Indentures ...................... 5l
.....52
Section 704. Powers of Ame,ndmeirt with Consent of Owners.
................ 53
Section 705. Mailing ofNotices
................. 53
Section 706. Modifications byUnanimous Action.......
............ 53
Section 707. Exclusion of Bonds...
................ 54
Section 708. Notation on Bonds
ARTICLE VItr _ DEFAULT AND REMEDIES
................ 55
.................. 55
Section 801. Events ofDefault
Section 802. Remedies..
...........55
Section 803. Limitation on Action..
........... 56
Section 8M. PriorityofPayments AfterDefau1t...............
............ 56
Section 805. Termination ofProcedings
.................... 57
Section 806. RemediesNot Exclusive
.......57
Section 807. No WaiverofDefault..
..........57
Section 808. Notice ofEvent ofDefault.
............,........ 57
ARTICLE D( _ CONCERNING TIIE FIDUCIARIES
...... 58
Section 901. Tnrstee......
........... 58
Section 902. Appoinfrent and Acceptance of Duties of Paying Agents
........ 58
Section 903. Responsibilities ofFiduciaries.......
......... 58
Section 904. Evidence on Which Fiduciaries May Act...
.............. 59
Section 905. Compensation ofFiduciaries.........
......... 59
Section 906. Permitted Acts and Functions
................. 60
Section 907. Rasigpation of Tnrstee.................:.
.........60
Section 908. Removal ofTrustee..
.............60
Section 909. Appointmeirt of Successor Trustee...
...... 60
Section 910. Transfer ofRights and Property to Successor Tmstee......
.......... 61
Section 911. Merger or Consolidation..............
........... 61
Section 912. Adoption ofAuthentication
....,.,,..........,.62
Section 913. Resignation or Re,moval of the Payng Agent and Appointne,lrt of
Successors.
.....62
Section 914. FinancingStatements..
..........62
Section 915. Appointuent of Co-Trustee
....................63
Section 916. Monthly Statements from Fiduciaries..........
.............64
Section 917. Security Interest in and Lien on the Trust Estate........ ................ 64
Section
ll
)
...............
Price.........
Authority..
.............
ofRedemption
Bonds
.........
Defeasance
MoneysHeldforParticularBonds
Interest..
Covenants
I106.
Notice.......
I107.
Agencies..
PayorRight.........
.............
EffectofPartiallnvalidity
11.
Days
Securitylnstrument
Counterparts
lll4. Governinglaw..........
...............
ARTTCLE X- REDEMPTTON OF BONDS
....... 65
Section 1001. Privilege ofRedemption andRedemption
................ 65
Section 1002. Redemption at the Election or Direction of the
........ 65
Section 1004. Selection of Bonds to be Redeerred
............ 65
Section 1005. Notice
...........65
Section 1006. Payment ofRedeemed
.................66
ARTICLE XI _ MISCELLANEOUS
...,... 68
Section 1101.
.......... 68
Section 1102. Execution of Instruments by Owners, Proof of Ow'nership 8onds........ .......69
Section 1103.
........,70
Section 1104. Parties in
................. 70
Section 1105. SuccessorshipofAuthorityandEffectof
.................70
Section
Manner of Giving Additional
................. 7l
Section
Additional Notice to Rating
....................72
Section 1108. Reciprocal
..................72
Section 1109. Aggregate Principal Anount of Obligations
.................72
Section 1110.
......................72
Section I I
Palanent Due on Non-Business
.....72
Section 1112.
...............22
Section 1113.
........73
Section
...........73
DGITBIT A - REQUTSTTTON FOR COSTS OF TSSUANCE
.............. A_t
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MASTER INDENTURE OF TRUST
)
THIS MASTER INDENTURE OF TRUST, dated as of May 1, 20M (the "Master
hrdenture"), betwee,n the NEW ME)ilCO FINANCE AUTHORITY, a public body politic and
corporate, separate and apart from the State of New Mexico, constituting a governmental
instrumentality (the "Authority"), and BANK OF ALBUQUERQUE, N.A., a national banking
association duly organizd existing and authorized to accept and execute trusts of the character
herein set out under and by virtue of the laws of the United States, with its principal corporate
trust ofFce in Albuquerque, New Mexico (the nTrustee").
RECITALS
Capitalized terms have the meanings assigred in Section 101 unless the context clearly
requires otherwise.
WHEREAS, the Authority is duly orgurizd. and. created under and pursuant to the
Constitution and laws of the State of New Mexico, particularly the New Mexico Finance
AuthorityAct Section G2l-l et seq.,.NMSA 1978, as ame,nded and supplemented; and
WHEREAS, pursuant to Chapter 3 of Laws of New Mexico, 2003
(l't
Special Session),
the Authority, when authorized and directed by the New Mexico State
Transportation
Commission (the "Commission") may issue state transpoilation revenue bonds to provide funds
to finance state transportation projects and to refund bonds previously issued by the Commission
and./or the Authority; and
I
WHEREAS, the Authority has duly authorized the execution and delivery of this Master
Indenture to provide for the issuance from frme to time of the Authority's Senior Lien Bonds,
Subordinate Lien Bonds, Junior Subordinate Lien Bonds and Qualified Exchange Agreements
for the purposes of financing State Transportation Projects, of paying at matmity and redeerring
prior to maturity outstanding bonds of the Authority and the Commission and for such other
purposes as provided in this Master Indenfure; and
WHEREAS, punnrant to the laws of the State, the Commission has heretofore issued the
following bonds whicb" to the extent the same rernain outstanding io patt" after the execution
and delivery of this Master Inde,nture, shall be referred to as "Closed Lieir Obligations" herein:
(i) Senior Subordinate Liein Ta:r Reve,nue Highway Bonds, Series 1998A initially iszued in the
aggregate principal amount of $105,000,000; (ii) Subordinate Lien Ta:r Revenue Highway
Bonds, Series 19988 initially issued in the aggregate principal amount of $100,00O000; (iii)
Senior Subordinate Lien Ta:r Revenue Highway Bonds, Series 1999 initially issued in the
aggregate principal qmount of $100,000,0@; (iv) Senior Subordinate Lien Ta:r Revenue
Highway Bonds, Series 2000A initially iszued in the aggregate principal amount of
$201200,000; (v) Senior Subordinate Lien Tax Reve,nueHighwayBonds, Series 2001A initially
issued in the aggregate principal amotmt of $198,800,000; (vi) Senior Subordinate Lien Tax
Revenue Highway Bonds, Series zOO2ABonds initially issued in the aggregate principal amount
of $95,000,000; (vii) Subordinate Lieir Tax Revenue Highway Bonds, Series 2W2F initially
issued in the aggregate principal arnount of $79,920,000; (viii) Highway Infrasfiucture Fund
Revenue Bonds (additionally secured by a Senior Subordinate Lieir on certain State Road Fund
Revenues), Series 2002C initially issued in the aggegate principal amount of $62,750,000; and
(ix) Senior Subordinate Lien Ta:r Revenue Highway Bonds, Series 2W2D, initially issued in the
aggregate principal amount of $16,000,000, all of which are payable from and secured by a
pledge of certain State Revenues; and
WHEREAS, in accordance with the authorization and direction of the Commission, on
the date of the orecution and delivery of this Master Indenture, the Authority shall issue Se,nior
Lien Bonds and Subordinate Lien Bonds, each as one or more separate Series and has entered or
shall enter into one or more Qualifid Exchange Agreements (which, together with the Senior
Lien Bonds and Subordinate Lien Bonds, are referred to herein as the "Obligations" in
accordance with this Master Indenture); and
WHEREAS, the Obligations shall be issued with a lieir on certain revenues subordinate to
the lien on those rev€,nues secruing the Closed Lieir Obligations.
NOW, TIIEREFORE, TIIIS MASTER INDENTURE WTINESSETH:
NOW, TIIEREFORE, the Authority, in consideration of the premises and the acceptance
by the Trustee of the trusts hereby created and of the purchase and acceptance of the Aonas by
the Owners thereo{, of the execution and delivery of any Credit Enhancement Facility by
Credit Facility Provider, of the execution and delivery of any Liquidity Facility by any fiquiaity
Facility Provider, and of the execution and delivery of any Qualified Exchange egreerne; Uy
Qualifid Counterparty and the Authority, and the acknowledgment thereolby the Trustee as
provided in Section 208 hereot md in order to secure the papre,nt of the principal o{, premium,
if any, and interest on the Bonds according to their tenor and effec! the payment of any and ali
aurounts which may from time to time become due and owing to a Qualified Count€rpaxty
plrsuant to any Qualified Exchmge Agreemen! and the performance and observance by the
Authority of all the cove,nants expressed or implied herein and in the Bonds and any quaiineO
Exchange Agreement does hereby, on the terms herein provided md sirbject to thJprovisions
hereof permitting the application of amounts held hereunder and the exercise of tightr in
connection with certain properties, pledge and assign unto, and grant a lie,n on and Jecurity
Tt"|"tt rr, the Tnrstee, and its respective suocesson in trust and their respective assigns, forever,
for the securing of the performance of the obligations of the Authority set forth belJw, all right,
title and interest of the Authority, nolv or hereafter acquire{ in and to the Tnrst Estate;
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TO HAVE Al.lD TO HOLD the same (in accordance with and subject to the provisions
of this Master Indenture), whether now owned or hereafter acquire4 unto the Trustee and its
respective suocessorc in trust md assigns forever;
IN TRUST NEVERTIIELESS, upon the terms and tust herein set forth (i) for the equal
and proportionate benefig secrnity and protection of all present and future Owners of Senior iien
Bonds, without privilege, priority or distinction as to the lien or othernrise of any of the Senior
Lien Bonds over any of the other, (ii) for the equal and proportionate benefi! security and
protection of all present and futrne Owners of Subordinate Lien Obligations, without privilege,
)
priority or distinction as to the lien or otherwise of any of the Subordinate Lien Obligations over
any of the other, but subordinate to the Senior Lien Bonds on the terms described hereir! and (iii)
for the equal and proportionate benefit, security and protection of all present and future Owners
of any Junior Subordinate Lien Obligations, without privilege, priority or distinction as to the
lien or otherwise of any of Junior Subordinate Lie,n Obligations over any of the other except as
may be provided in the Series Indentures authorizing the issuance of such Junior Subordinate
Lien Obligations, but subordinate to the Senior Lien Bonds and the Subordinate Lien Obligations
')
on the terms described herein;
PROVIDED, HOWEVE& that if the Authority, its successors or assiqns, shall pay, or
cause to be paid, the principal of,, premium, if any, and interest and any other amounts due on the
Obligations due or to boome due thereon, at the times and in the manner stated in the
Obligations according to the true intent and meaning thereof, or shall provide, as pennitted
hereby, for the payrne,nt thereof by depositing with the Trustee the entire amount due or to
become due thereon (or zuch amount as will, with invesfuent income thereon, equal zuch e,ntire
amount as provided in Section 1l0l), and shall keep, perfomr and observe all the cove,nants and
conditions purzuant to the terms of this Master Indenture to be kept performd and observd by
i! and shall pay or cause to be paid to the Trustee, any Credit Facility Provider, any Qualified
Counterparty and any Liquidity Facility Provider all sums of money due or to become due in
accordance with the tenns and provisions therefor as provided herein, this Mastti Indenture and
the rights hereby granted shall cease, terminate and be void; otherwise this Master Inde,nture
shall be and rernain in full force and effect;
PROVIDED FURTIIER, HOWEVE& that the pledge of the Tntst Estate created by this
Master Indenture, insofar as it relates to the State Reveirues pledged by the Commission to the
Closed Lien Obligations pursuant to the Commission resolutions authorizing issuance of the
Closed Lien Obligations, is, and is hereby expressly declared to be, (i) subordinate in all respects
to the pledge of State Revenues creatod by the Commission for the Closed Lien Obligations and
(ii) zubject to the cove,nmts and agreerrents made with the holders of the Closed Lien
Obligations by the Commission; and so long as the lien on State Reve,nues of the Closed Lien
Obligations remains, no payment rmder the Master Indentrne shall be made from the State
Revenues, except after amounts then due or required for palment of the interest principal or
premium on the Closed Lien Obligations have beeir paid or inevocably designated or deposited
for such payment.
TIIIS MASTER INDENTLTRE OF TRUST FURTHER WIINESSETH, nd it is expressly
declared, that all Obligations issued and secured hereunder are to be issued, authenticated and
delivered and all said property, rights and interest, including without limitation" the amounts and
property hereby assigned and pledged" are to be dealt with and disposed of, under, upon and
zubject to the terms and conditions, stipulations, @venants, agreeme,nts, trusts, uses and pu{poses
expressed below, and the Authority has agreed and cove,nante4 and does hereby agree and
cove,lrant with the Trustee md with the respective Oqmers from time to time of the Obligations,
or any part thereof and with any Credit Facility Provider, any Qualified Cormterparty and any
Liquidity Facility Provider, as follows:
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ARTICI-E
I
DEFIN]TIONS AND GENERAL PROVISIONS
Section 101. Meaning of Words and Terms. In this Master Indenture the following
words and phrases shall have *re following meaninp, unless the context requires otherwise:
"Accounf'
or "Accounts" means one or more of the separate
accounts which are
established within Funds created pursuant to this Master Indenture.
rAccormtant's Certificate" means
an opinion signed by a certified public accountant or
firrn of $uch accountants duly liceirsed to practice and practicing as such under the laws of the
State, selected by the Authority, who is independent and not under the domination of the
Authority, who does not have any substantial interes! direct or indirec! in the Authority, but
who may be regularly retained to make annual or other audits of the books or records of the
Authority.
"Acquisition Frmd" means the Fund so designated which is created by Section 501.
'
"Act" means, collectively, Sections Gl8-l et seq, NMSA 1978, as amended and
supplemented, Sections 6-21-l et qeq., NMSA 1978, as amended and zupplemente4 and Chapter
3, Laws of New Mexico, 2003 (1't Special Session) (compiled in part as bections 67-3-59.2,'673-59.3 and67-345.1, NNISA 1978).
I
'Additional Highway Bonds" means bonds, debe,ntrnes or other obligations issued by the
Commission pursuant to 67-3-59.1 NMSA 1978 in an outstanding amount at any one time not to
exceed $50,000,000, which may be payable from (l) Federal Reveirues and (2) State Reveirues
(other than monela paid into the Highway Infrastucture Fund), which Additional Highway
Bonds are to be iszued with a fien on the revenues described in (1) and (2) on a parity *itn tft"
lien thereon ofthe Subordinate Lien Obligations.
"Authorit/ means the New Mexico Finance Authority, a public body politic and
corporate, separate and 4art frrom the State, constituting a governmental instrumentality and
created by Sections 6-21-l through 6-21-31, NMSA 1978, as.amended and strppleurented" and
any successor to its functions and duties.
"Authority Certificate,u "Authority Order" or "Authority Requestn means, respectively, a
written certificate, order or request signed in the name of the Authority by an Authorized Officer
and delivered to the Trustee, which certificate, order or request shall recite and certiff that it is in
compliance with this Master Indentrne.
"Authority Exchange Palmrent" meilN any payment required to be made by or on behalf
the
Authority
due to a Qualified Cormterparty pursuant to a Qualified Exchange Agreenoen!
9f
including an Exchange Termination Payment nnless othern'ise provided herein (whichiayrrent
other then an Exchange Termination Payrnenf may be made net of any Counterparty Payment
then due).
)
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)
"Authorized Denomination" meansn with respect to a Series, the denominations
principal amount authorized for such Series in the applicable Series Indenture.
of
"Authorized Officer" means the Chair of the Board the Vice Chair of the Board, the
of the Board, the Executive Director of the Authority, the Chief Financial Officer of
the Authority, or other person designated in writing by any of the above-listed officers to the
Trustee, which $niting may limit the functions which such other person may undertake as an
Authorized Of fi cer hereunder.
Secretary
"BMA Index" means the Bond Market Association Mrmicipal Swap Index
as released to
the subscribers thereof.
"Board" meaill the Board of Directors of the Authority.
uBond Cotmsel" means nationally recognized
bond cormsel in the field of law relating to
mmicipal, state and public agency financing satisfactory to the Trustee, and listed in the list of
municipal bond attorneys, as published se,miannually by The Bond Buyer, or any successor
publication.
'Bond" or "Bondso means Senior Lien Bonds, Subordinate Lien Bonds and Junior
Subordinate Lie,n Bonds issued by the Authority under and at any time Outstanding pursuant to
this Master Indenture.
"Business Day" means a day of the yeir on which banks located in the clty (i) in which
the office of the Tnrstee located at the address specified in Section 1106 is located or (ii) in
which the office of a Liquidity Facility Provider is located, are not required or authorized to
remain closd and on which The New York Stock Exchange is not closed.
"Closd Lien Obligations" means, at any time, the remaining outstanding (i) Senior
Subordinate Lien Tal( Reve,nue Highway Bonds, Serie 1998A, initially issued in the aggregate
principal amount of $105,@0,000; (ii) Subordinate Lieir Tax Reve,nue Highway Bonds, Series
19988, initially iszued in the aggr.egate principal anount of $l@,000,000; (iii) Senior
Subordinate Lien Tax Rwenue Highway Bonds, Series 1999, initially issued in the aggregate
princtpal amount of $100,ffi,000; (iv) Senior Subordinate Lien Tax Revenue Highway Bonds,
Series 20004 initially issued in the aggregate principal amount of $201,200,000; (v) Senior
Subordinate Lie,n Tan Revenue Highway Bonds, Series 2001A, initially issued in the aggregate
principal amount of $198,800,0@; (vi) Senior Subordinate Lien Ta:r Reve,nue Highway Bonds,
Series 20021\ Bonds initially issued in the aggregate principal amount of $95,000,000; (vii)
Subordinate Lien Tax Reve,nue Highway Bonds, Series 2W28, initially issued in the aggregate
principal amormt of $79,920,000; (viii) Highway Infrastructure Fund Revenue Bonds
(additionally secured by a Senior Subordinate Lien on c€rtain State Road Fund Revenues), Series
20V2C, initially iszued in the aggregate principal amount of $67,750,000; md (ix) Senior
Subordinate Lien Tax Revenue Highway Bonds, Series 2M2D, initially issued in the aggegate
principal amount of $16,0(D,m0, all payable from and secured by a pledge of certain State
Revenues and heretofore issued by the Commission.
\
"Code" means the Intemal Revenue Code of 1986, as amended, with raqpect to a Series,
to the date of initial issuance of zuch Series, and the regulations thereunder.
"Commission" means the New Mexico State Trmsportation Commission created and
existing under Article v, section 14 of the state constitutior\ as amended.
"Confirmation" means a letter from each Rating Agency then rating a Series confirming
that the action proposed to be taken by the Authority or the Commission will not, in and of itse[,
result in a lowering, suspension or withdrawal of the ratings then applicable to any Bonds.
"Costs of Issuance' means all items of expOnse, directly or indirectly payable or
reimbursable by or to the Authority or the Commission and related to the authorizatio[ sale and
issuance of Obligations, including but not limited to underwriters'compensation on such Bonds,
initial fees and expenses due to any Qualified Counterparty, Credit Facility Provider or Liquidity
facilitf Provider, printing costs, costs ofpreparation and reproduction of docurrents, fiting fees,
initial fees and charges of the Fiduciaries and other private parties performing services for the
Authority or the Commission or under this Master Indenture in connection with the issuance or
payme'lrt of Obligations, my initial credit enhancernent fees, legal fees and charges, fees and
disburserrents ofunderurriters, financial advisorsn consultants and professionals, costs ofsredit
ratingsn fees and charges for preparation and execution of Obligations, financing charges,
accrued interest with respect to the initial inveshent of proceeds of Obligations, other costs
incuned by the Authority or the Commission in anticipation of the issuance of Obligations, and
any other cost, charge or fee in connection with the issuance ofthe Obligations.
"Comseln means a person, or firm of which such a penon is a meinber, authorized in any
state to practice law.
"Counterparty Pa1m,ent" means any palment to be made to, or for the benefit o{, the
Authority pursuant to a Qualified Exchange Agreement including an Exchange Termination
Paynent unless othe'nrise provided herein (which payrnen! other than an Exchange Terrnination
Palment may be made net of any Authority Exchange payment then due.)
"Credit Enhancerne,nt Facitty'' mearr an insurance policy insuring or a letter of credit or
surety bond providing a direct or indirect source of funds for, the timely palmentof principal of
and interest on the Bonds of a Series or ary portion thereot, as shall be designated pursuant to a
Series Indenture with respect to such Series.
nCredit Facility Provider"
means a commercid bank or other Person providing a Credit
Enhancement Facility pursuant to any Series Indenture with respect to a Series or
portion
thereof.
-y
'Debt Service" means, with respect to any particular Fiscal Year and any particular
Series, an amount equal to the sum of all interest payable on such Bonds and any Principal
Installment in respect of such Bonds which shall be due and payable at any time from the second
day of zuch Fiscal Year to the first day of the ensuing Fiscal year, inclusive.
6
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"Debt Service Fund" means the Fund so designated which is created by Section 501.
uDebt Service Requirements" means, for any period, the sum of: (i) the amount required
to pay the intaest, or to make reimbursements for paSmrents of interest, becoming due on the
applicable Obligations, Closed Lien Obligations, and Additional Highway Bonds during such
period; plus (n) the amount required to pay the principal or accreted valug or to make
reimburssnents for the palment of principal or accreted valuq becoming due on the applicable
Obligations, Closed Lien Obligations, and Additional Highway Bonds during that period
whether at maturity, an accretion te,nn date, or upon mandatory sinking fund redemption dates;
plus (iii) any net periodic palmrents required to be made by the Authority pursuant to a Qualified
Exchange Agreerrent; minus (w) any net periodic palmeirts to be received by the Authority
pursuant to a Qualified Exchange Agreeinent, zubject to the following limitations:
(a) Except as otherwise provided in subsection OX2) of this Section,
no palments required on Obligations which may oocur because of the exercise of an
option by the Authorig or which may otherwise become due by reason of any other
circumstance or contingenc% which constitute other than regularly scheduled payrnents
of principal, accreted value, interest, or other regularly scheduled payrrents on
Obligations shall be included in any computation of Debt Sernice Requirements for any
computation period prior to the maturity or otherwise certain due dates thereof.
O) (l)
)
Debt Seirdce Require,ments required to be made pursuant to
a Qualified Exchange Agreeme,nt shall be based upon the actual amount required to be
paid by the Authority, if any, to the Quatified Counterparty. In detemrining that amount
any payrre,nts rcquired to be made by either party pursuant to the Qualified Exchange
Agreement at a variable interest rate shall be computed, in determining the obligation of
the Authority under the Qualified Exchange Agreement, using the procedures set forth in
paragraph (f) ofthis definition.
@
Exchange Termination Paynents payable by the Authority
shall be considered as pafi of Debt Sernice Requireme,nts on the date of computation only
ifthose Exchmge Termination Palm.ents have become due and reurain unpaid at the time
of computation in
accordance with the terrrs
of the applicable Qualifid Exchange
Agree,me,nt'
(c)
Unless, at the time of computation of Debt Service Requirements,
Repalmeirt Obligations are owed to, or Obligations are owned or held by, a Credit
Facility Provider, a Liquidity Facility Provider or Reserve Altemative Instnrment
Provider, pursuant to the provisions of the related instnrments, the computation of
interest for the purposes of this definition shall be made without considering the interest
rate payable pursuant to a Credit Facifty, Liquidity Facility or Reserve Alternative
Instnlnent.
(d)
For the purpose of the definition of Debt Service Require,ments,
the accrcted value of capital qpreciation bonds shall be included in the calculation of
)
-\
interest and principal only for the applicable year during which the accreted value
becomes payable.
(e)
In the computation of Debt Seryice Requirernents relating to the
issuance of additional Obligations in Section 206 hereo{, there shall be deducted from
that computation amounts and invesfinents which are irrevocably committed to make
designated palmrents on Obligations and Additional Highway Bonds included as part of
the computation drning the applicable period, including without limitation: (i) money on
de'posit in any debt service account (ii) arnounts on deposit in an escrow account, (iii)
amoturts deposited to the credit of an account for the palmre,lrt of c4italized interest on
Obligations and Additional Highway Bonds included as part of the computation, and (iv)
money on deposit in an Account of Debt Service Reserve Fund which may be used for
payrre'lrt of the final principal maturity of the Obligations secured by such Account in the
Debt Senrice Reserve Fund.
(0 To determine Debt Sernice Requirerrents for Obligations and
Additional Highway Bonds with a variable interest rate, the Authority shall use the
procedures set forth in the following paragrryhs to determine the amount of interest or
other palments to be paid by the Authority on those Obligations and Additional Highway
Bonds and the amount of credit against Debt Senrice Requirements for payme,lrts to be
received by the Authority based upon variable interest rates to be made by a Qualified
Counterparty or otherwise.
(1) hospective computations of variable interest rates on
Obligations and Additional Highway Bonds, other than a Qualified
I
Exchange Agreeme'lrt shall be made on the assumption that the applicable
Obligations and Additional Highway Bonds bear interest at a fixed annual
rate equal to the average of the BMA Index during the five (5) year penod,
next preceding a dale which is no more thm 60 days prior to the date of
the issuance of the additional Obligations and Additional Highway Bonds,
as certified in writing by the Authorit/s financial advisor, an investnent
banker designated by the Authority from time
Counterparty.
to timg or a Qualified
At
Prospective computations of variable interest rates for a Qualified
Exchange Agreemeirt shall bebasd upon:
(A)
the average interest rate used to compute the net amounts
paid over the most recent l2-month period ending on the date of
computation by the Authority to the Qudified Counterparty or (expressed
as a negative number) by the Qualifid Counterparty to the Authority, or
(B) if no such payment has been made under the pertinent
Qualified Exchange Agreeme,nf the interest rate used to determine the
estimated initial net palme,nt obligation on such Qualified Exchange
Agreerne'lrt on the computation date as certified by the Authority's
)
ffiilffi:;*:1fr.ffi:'#ffitst:esignated
bv the Autrroritv from
(g) The purchase or tender price of Obligations and Additional
Highway Bonds resulting from the optional or mandatory tender or presentnnent for
purchase of those Obligations and Additional Ilighway Bonds shall not be included in
any computation ofDebt Service Requirements.
"Debt Service
Rese,r:re Fund" mears the Fund so
designatd which is created by Section
501.
uDebt Service Resenre.Requiremento means, as of any particular
date of calculation, the
arnounf
any, established
one or more Series of Outstanding Senior Lien Bonds,
Subordinate Lien Bonds or Junior Subordinate Lien Bonds in the ryplicable Series Indentures.
The Debt Service Ressrve Require,ment may be composd of sash, Investme,lrt Securities or
Reserve Alternative Instuments or any combination of the foregoing, as the Authority may from
t'me to time determine.
if
for
"Defaulted Interest" has the meaning set forth in Section 301.
"Dqtarftne,nt" means the New Mexico Deparfrrent of Transportation established as a
deparhent of State government $'ithin the executive branch pursuant to Section 67-3-6, NMSA
1978, as arnended and zupplemented.
)
'Deposito4y'' means any banlq trust company or national banking association selected by
the Authority or the Tnrstee as a depository of moneys or Inveshent Securities held under the
provisions of this Master Indenture and may include the Tnrstee or any Paying Agent.
"Event of Defaulf'mems any of the events ofdefault described in Section 801.
"Exchange Termination Payment' means the amormt payable pursuant to a Qualified
Exchange Agreerrent by the Authority or a Qualified Counterparty for the early termination
the obligationsn in whole or in part ofthe parties to that Qualified Exchange Agree,ment.
of
"Fdtral
Revsnue$" mearui prcceeds from federal aid revenues received by dr on behalf
Deparheirt pursumt to Title 23 of the United States Code or other federal
law, not otherwise obligated by federal or state law, that are paid into the State Road Fund or as
may be authorized or permitted by federal or state law to be pledged for paynent of Obligations
and are so pledged by the Authority as security for Obligations pursuant to a Supplerre,lrtal
of,, or available to the
Inde,nture.
'Fiduciary" or Tiduciaries" means the Trustee and any successor, any Depository any
Paytng Agent, auction agent re,marketing agent, escrow agent or similar agent or any of or all of
the,m, as maybe appropriate.
)
9
---,
,)
"Fiscal Yeat'' means the period from July I in any calendar year to June 30 in the
following calendar year, both inclusive, or zuch other fiscal year of the Authority as may be
established from time to time.
uFmd" or
"Funds" means one or more of the special tnrst funds which are created
pursuant to this Master Indenture.
"Govemmental Obligations" means direct obligations o{, or obligations the payment of
the principal of and interest on which are unconditionally guamnteed by, the United States of
America.
"Highway Infrastnrcture Fund" means the fund created in the state treasury and
administered by the Departuent pursuant to Section 67-3-59.2, NMSA 1978, as ame,nded and
zuppleme,nted.
"Indentre"
means, collectively, the Master Indenture, Supplerrental Indentures and
Series Indentures entered into in accordance with the terms of this Master Indelrturs.
"Interest Account" means the respective accounts so established as the Senior Lien
Interest Account, Subordinate Lien Interest Accormt and the Junior Subordinate Lien Interest
Account within the Debt Se,nrice Fundby Section 501.
"Interest Palment Daten means any date upon which interest on the Bonds of any Series
or portion thereof shall be payable as specified in the 4plicable Series Indenture.
)
"Investne,nt Securitiesn means the following, to the extent perrnitted by State law:
(a)
Governmental Obligations;
O)
Bonds, debentures, notes or other evidence
of indebtedness issued or
guaranteed by any of the following federal agencies, provided that zuch obligations are
backed by the full faith and qedit of the United States of America (shipped securities are
onlypennitted iftheyhave been stipped by the agency itselg:
(r)
Fartners Home Administrarlon
(ii)
FderalHousingAdministration(FHA)Debentures;
(iii)
General Sentices
(iv)
(FMIA) Certificates of Oumership;
Adninistation Prticipation certificate.s;
Gwetzment National Mongage Association (GNMA or "Ginnie
Mae")
GNMA-guaranteed mortgage-backed bonds
GNMA-guaranteed pass-through obligations (participation
certificates);
l0
(v)
(vt)
)
U.S.
Martfime Administrafi'oz Guaranteed Title XI financing;
U.S. Department of Housing and Urban Development (fILlD)
Project Notes Local Authority Bonds
(viit
Tennessee VaIIey
Aahority (TUA) Debentures;
G)
Bonds, debe,ntures, notes or other evide,nce of indebtedne.ss issued or
guaranteed by any of the following non-full faith and credit U.S. government age,ncies
(stipped securities are only permitted if they have been stripped by the agency itself):
(i)
Federal Home Loan Bank System Senior debt obligations
(Consolidated debt obligations);
(ii)
Federal Home Loan Mortgage Corporation (FHLMC or "Freddie
Mac") rated I'AAA" by Standard & Poor's and nAaa" by Moody's
Participation Certifi cates (Mortgage-backed securities)
Senior debt obligations;
(iir)
Federal National Mortgage Association (FNMA or "Fannie Mae")
rated rrAAr{ "by Standard & Poor's and "Aaa" by Moody's
Mortgage-backed securities and senior debt obligations (excluded
are stripped mortgage seourities which are valued greater than par
on the portion ofmpaid principal);
*)
(rD
Student Loan Market Association (SLMA or Sallie Mae) Senior
debt obligations;
(v)
Resolution Funding Corp. (REFCORP) Only the interest
component of REFCORP ships which have bee,n shipped by
request of the Federal Resenre Bank of New York in book-entry
form are acceptable;
(vi)
(d)
Farm Credit System Consolidated spte,mwide bonds and notes;
Money market funds registered under the Fede,ral Invesfinent Company
Act of 1940, whose shares are registered under the Federal Securities Act
of 1933, and having a rating by S&P of "AAAm-Q," "AAAn' or uAarnu
or by Moody's of "Aaa', including funds from which the Trustee or its
affliates receive fees for investuent advisory or other services to such
ftnds;
(e) Certificates of deposit ('CD') sscured at all times by collateral described
in (a) md/or (b) above. CD's must have a one-year or less maturity. Such certificates
must be issued by commercial banks, savings and loan associations or mutual savings
)
l1
)
banks whose short-term obligations are rated 'A-l+" or better by S&P, and '?rime-I" or
better by Moody's. The collateral must be held by a third party and the third party must
have a perfected first security interest in the collateral;
(D
Certi.ficates of deposit savings accounts, deposit accounts
market deposits which are fully insured by FDIC, including BID and SAIF;
or
money
(g)
Commercial paper rated "PrimeJ" by Moody's and uA-l*" or better by
S&P and which matures notmore thm270 days afterthe date ofpruchase;
(h)
Bonds or notes iszued by any municipality which are rated by Moody's
and S&P in the highest long-term rating category assigned by such agencies.
(i)
Federal ftnds or bankers' acceptances with a maximum term of one yeax
of any banlc which has an unsecurd uninsured and unguaranteed obligation rating of
"Prime-l" byMoody's and nA-I+" bySAP;
0)
Repuchase agreements (excluding term repurcha.se agreements) involving
of securities dessribed in parts (a) and (b) of this definition, the par
value of which is collateralized by a perfected first pledge of,, or security interest in, or
the palments of which are unconditionally guaranteed by, securities described in parts (a)
and (b), of this definition, which collateral is held by the Trusteg or for the benefit of the
Trustee, by a party other than the provider of the repurchase agreernent, with a collateral
value of at least 102% of the par value of such repurchase agreernent or l02Yo of the
market value thereo{, valued at intervals of no less than monthly and which collateral is
not subject to any other pledge or security interest;
the purchase and sale
(k)
Investment contacts with providers, the long term, unsecured debt
obligations of which are rated i4 or are guaranteed by a Person whose long terur,
unsecured debt obligations are rated in, one of the top two Rating Categories by a Ratrng
Agency, the par value of which is collateralized by a perfected first pledge o{, or security
interest in, or the payments of which are rmconditionally guarauteed by, securities
described in parts (a) and (b) of this definition, which collateral is held by the Tnrstee, or
for the benefit of the Tnrstee, by a party other than the provider of the guaranteed
invesfinent contact with a collateral value of at least 102% of the par value of such
guaranteed investnent contact or l02Yo of the market value thereo{, o"mea at interyals
of no less than monthly and which collateral is not subject to any otherpledge or security
interest;
0)
Forward supply or forward delivery agreements with providers the long
term, unsecrned debt obligations of which are rated in, or are guaranteed by a Person
whose long term unsecured debt obligations are rated in, one of the top two Rating
Categories by a Rating Agency, for delivery at specified fuhre dates and at specified
prices of the securities described in parts (a), O), (c) or (g) of this definition; and
t2
(n)
The State Treasurer's short-term investnent fund created pursuant to
Section Gl0-10.1, NMSA 1978, maintained and invested by the State Treasureq
-)
provided, that it is expressly understood that the definition of Investuent Securities shall be, and
is dee,ured to be, expanded, or nerv definitions and related provisions shall be added to this
Indenture, thus permitting investments with different characteristics from those permitted which
the Authority deems from time to time to be in the interest of the Authority to include as
Inveshent Securities i{, at the time of inclusion" the Trustee shall have received a Confirmation
from the Rating Agencies that such inclusion will not in and of itself, impair, or caure any of the
Bonds to fail to retain, the then existing rating assigned to therr by the Rating Agencies.
-
"ISDA Master Agreement' means the L992ISDA Master Agreement (Multicurrency
Cross Border), and any successnr thereto, and as in effect with respect to any Qualified
Exchange Agree,ment.
"Junior Subordinate Lien Bonds" means Bonds issued by the Authority with a lien on the
Trust Estate subordinate to the lieir thereon of Se,nior Lien Bonds and Subordinate Lien Bonds
(but not an exclusive junior subordinate lieir) and so designated in the applicable Series Indentme
authorizing such Junior Subordinate Lien Bonds.
"Junior Subordinate Lien Obligations" means Jrmior Subordinate Lien Bonds and any
Qualified Exchange Agreement the priority of payrrent from the Trust Estate of which is equal
with that of Junior Subordinate Lien Bonds.
_)
"Liquidity Facility'' means a standby bond purchase agreemeirt letter of credit or other
agreement providing liquidity with respect to any Series or any portion thereof for the
Authority's obligation to repurchase Bonds subject to remarketing which have not been
remarkete4 as shall be designated pursuant to a Series Indenhrre with respect to such Series.
"Liquidity Facility Provider" means a oorlmercial bank or other Person providing a
Liquidity Facility pursuant to any Series Indenture with respect to a Series or any portion thereof.
"Ivlandatory Sinking Fund hstallme,nt' means the principal arnount of Bonds of any
Series which, pursuant to the applicable Series Indentures, the Authority is unconditionally
required (orcept as provided in Section 505) to redee,m on myparticular date (such that failure to
redeem such principal amount is, regardless of the availability of moneys therefor, an Eve,nt of
Default).
'Master Indentureo mearr this Master Indenture of Tnrst as supplernented or amended by
each Snpplemental Indentrne entered into in accordance with the terms hereof,
"lvloody'sn means Mood/s Investors Service Inc., or any successor thereto; provided that
zuch Rating Agency shall no longer have outstanding any rating assigned to any of the Bonds
or to any Qualifid Counterparty, any provision herein referring to Moody's shall be of no firther
force and effecl
if
l3
"Obligations" means, collectively, the Senior Lien Bonds, the Subordinate Lien
)
Obligations and the Junior Subordinate Lien Obligations.
I'Outstanding," when used with respect
to a Qualified Exchange Agreemenf means a
Qualified Exchange Agreement which has not expired" been terminated or bee,n deemed paid in
accordance with the provisions of Section I l0l, and when used rdth reference to any Bonds,
means, as of any date all Bonds theretofore or the,n being autheirticated and delivered under this
Master Indenture except:
(a)
any Bonds cancelled by, or delivered for cancellation to, the Trustee because
payment at maturity or redemption or purchase prior to matrnitg
(b)
Bonds (or portions thereof) deerred paid in accordance with the provisions
of
of
Section 1101; and
(c)
Bonds in lieu of or in substitution for which other Bonds shall have been
authe,nticated and deliveredpursuant to Article Itr.
"O$'ner" means (i) wittt respect to a Bond the registerd owner of such Bond and (ii)
with respect to a Qualified Exchange Agreeme,n! any Qualified Counterparty, unless the context
otherwise requires.
"Participant'means a broker-dealer, bank or other financial institution from time to time
for which the Securities Depository effects book-entry transf€rs and pledges of
securities
deposited with the Securities Depository.
"Paying Agent' means any bank with trust pow€rs or tnrst company so designated
pursuant to Section 902, and, its successor or successors hereafter appointed as paylng agent for
any Series.
'?€reon" means any individual, corporation, partrrership, joint venture, association, joint
stock company, trusq unincorporated organization or governmeirt or any agency or political
subdivision thereof.
'Pledged Revenuesn means, collectively, Federal Revenues and State Revenues.
'Principal Account" moans the respective accounts so established as the Seirior Lien
Principal Accormt Subordinate Lie,n Principal Account and the Junior Subordinate Lien
Principal Account within the Debt Service Fund by Section 501.
"Principal Installmentn means, as of the date of calculation and with respect to any Series
Outstanding (i) the principal amormt of Bonds of such Series due on a certain future date
(whether at a stated maturity date or a date fixed for redemption prior to a stated maturity datQ
for which no Mandatory Sinking Frmd Installments have bee,n established, or (ii) the unsatisfied
balance (determined as provided in Section 505) of anyMandatory ginking Fund krstalbnents in
a principal amount equal to said unsatisfied balance of zuch Mandatory Sinking Fund
)
t4
Installments, or (iii) if such future dates coincide as to differeirt Bonds of such Series, the sum of
zuch principal amount of Bonds and of zuch unsatisfied balance of Mandatory Sinking Fund
Installments due on such future date, plus such applicable redemption premiums, if any.
)
'?rincipal Installnent Dateu meiuut any date upon which any Principal hstallment on
Bonds of any Series shall be due and payable pursuant to the applicable Series Indenture.
"Qualified Counterparty" means any pafiy whose senior long term debt obligations, or
whose obligations under a Qualified Exchange Agreerrent are guaranteed by a party whose
senior long term debt obligations, are rated (at the time of execution of the Qualifid Exchange
AgreemenQ in one of the top two Rating Categories by a Rafing Agency, and which is obligated
to make Counterparty Paynents under a Qualified Exchange Agreement.
'Qualifid
Exchange Agree,rnent'means an ISDA Master Agreement (and schedule and
credit support annex, if any, thereto) betweexr the Authority and a Qualified Counterparty under
which the Authority is obligated to pay (whether on a net palmrent basis or othenrise) on one or
more scheduled
or
specified Qualified Exchange Agreement Palment Dates, Authority
Exchange Payments in exchange for the Qualified Cormterparty's obligations to pay (whether on
a net pa1'ment basis or othernrise), or to cause to be paid" to the Authority, Counterparty
Payneirts on one or more scheduled or specified Qualified Exchange Agreement Payment Dates
in the arnounts set forth in the Qualifid Exchange Agreernent and:
(i)
I
for which the Authority's obligations to make Authority Exchange Payments
(other than Exchange Termination Palments) may be secured by a pledge of and lien on the
Trust Estate on an equal and ratable basis with the Outstanding Subordinate Lien Bonds or the
Junior Subordinate Lien Bonds and for which the Authori!y's obligations to make Exchange
Terrrination Payrneirts may be secmed by a pledge of and lien on the Trust Estate on an equal
and ratable basis with the fmior Subordinate Lie,n Bonds; and
(ii)
under which the Counterparty Payme,nts are to be made direcfly to the Trustee
deposit into the Rweirue Fund"
"Qualified Exchange Agree,nent Payment Date' meaos, with respect
for
to a Qualified
Exchange Agreemenf any date qpecified in a Qualified Exchmge Agreement on which both or
either of an Authority Exchange Palment and/or a Cormterparty Palment is due and payable
under the Qualified Exchange Agreerrelrt.
"Qualified Exchange Agreement Value" merurs the market quotation
of a Qualified
Exchange Agreement if my, that would be payable to a Qualified Counterparty, provided that
such market quotation is defined and calculated in substantially the same manner as arnounts are
defined and calculated prusuant to the applicable provisions of an ISDA Master Agreement.
"Rating Agenc/ or'Rating Agencies" m€flxr Moodls or S&P or any other generally
recognized rating agency to the extent any such age,ncy (i) provides a rating for a Qualified
Counterparty or a Qualified Exchange Agreement at the time in question; or (ii) has bee,n
)
15
.\
)
requested in writing by the Authority to issue a rating on any of the Bonds and such agency has
ioued and continues to apply a rating on such Bonds at the l'me in question.
"Rating Category" means a generic securities rating category assigned by a Rating
Agency, without regard, in the case of a long-term rating category, to any refinement or
gradation of such long-term rating category by a numerical modifier or otherwise.
"Rebate Fundn means the Rebate Fund authorized pursuant to Section 501.
"Redemption Date' means, when used with respect to any Bonds to be redeemed, the
rdemption by or pursuant to this Master Indenture and the applicable Series
date fixed for such
Indenture.
"Redemption Price" merns the total of principal, preirrium (if any) and interest due on
any Bond redeerred pursuant to any applicable redemption provision of this Master Indenture
and the applicable Series Inde,lrture.
"Refunding Bonds" means all Bonds, whether iszued in one or more Series, authenticated
and delivered pursuant to Section 207 ofthis Master Inde,lrture.
"Regular Record Daten means, except to the exte,nt otherqrise provided in the Series
Indenture providing details with respect to any Series or portion thereof, the l5e day (whether or
not a Business Day) preceding any Interest Paynent Date on the Bonds.
_)
"Repa5ment Obligations" means the obligations of the Authority to repay a Credit
Facility Provider, a Liquidity Facility Provider or the provider of a Reserve Alternative
Instnrment for amounts advanced by any such provider with respect to the principal of or interest
on or the purchase price ofBonds issued hereunder.
nReserve Alte'mative
Instnrment" means au insurance policy or suret5r bond or
irrevocable letter of credit or guaranty rated in one of the top two Rating Categorie by a Rating
Agency deposited in the Debt Service Reser:ve Frmd in lieu of or in partial substitution for the
deposit of cash and Invesfuent Securities in satisfaction of the Debt Senrice Reserve
Requirement for any Bonds. The Reserve Alternative Instrument shall be payable (upon the
gving of notice as required thereunder) to remedy any deficiency in the appropriate zubaccounts
in the Interest Account and the Principal Account in order to provide for tbe timely palment of
interest and principal (whether at matwity or to pay a Manrdatory Sinking Fund Installment
therefor).
"Revenue Fund" mearxi the firnd so designated which is created by Section 501.
nS&P" means
Standard & Poot's Ratings Group, or any suocessor thereto; provided, that
if such Rating Agency shall no longer have outstanding any rating assigned to any of the Bonds
or to any Qualified Cormterparty, any provision herein referring to S & P shall be of no frrther
force and effect.
l6
oSecurities Depositoqy'' means The Depository Trust Company, New York, New York,
and its successors and assigns, or any additional or other securities depository designated in a
Series Inde,nture, or (i) if the then Securities Depository resigns from its fimctions as depository
of the Bonds, or (ii) if the Authority discontinues use of the Securities Depository pursuant to
Section 308, then any other securities de,pository which agrees to follow the procedures required
to be followed by a securities depository in connection with the Bonds and which is selected by
the Authority with the consent ofthe Trustee.
)
"Senior Lien Bonds" means Bonds issued by the Authority with a first lien (but not an
exclusive first lien) on the Tnrst Estate, subject to the lien thereon of the Closed Lien Obligations
and so designated in the applicable Series Inde,nture authorizing such Se,nior Lien Bonds.
"Series" me:ms all Bonds of a designated series or subseries authe,nticated and delivered
on original issuance authorized by a gven Series Indenturg and any Bonds thereafter
authenticated and delivered in lieu of or in substitution for (but not to refund) such Bonds as
herein providd regardless of variations in maturity, interest rate, Mandatory Sinking Fund
Installments, or other provisions.
"Series Indenture" means any inde,ntme of the Authority authorizing the iszuance of a
Stiries in accordance with the terms and provisions hereo{, executed and delivered in accordance
with Section203.
"Special Record Dateu for the paynent of any Defaulted Interest on Bonds means a date
fixedbythe Tnrsteepursuant to Swtion
301.
"State" means the State ofNew Mexico.
)
'State Revenues" means (i) proceeds of the collection of gasoline taxes, special fuels
taxes, vehicle tansaction taxes or fees, drivers license fees, oversize/overweight perrrit fees,
certain public regulation commission fees, trip taxes, weighVdistance taxes, motor yehicle
registation fees, and motor vehicle excise taxes (to the extent authorized to be paid into the State
Road Fund in the future) in each case that are required by law to be paid into the State Road
Fun4 and interest on amounts in the State Road Fund; (ii) proceeds of the collection of leasd
vehicle gross receipts taxes and tire recycling fees in each case that are required by law to be
paid into the Highway Infizstucture Fun{ and interest on amounts in the Higbway
Infrastructure Fund; and (iii) zuch additional moneys as may in the firture be authorized by law to
be pledged as security, and are so pledged by the Authority pursuant to a Supple,mental
Indenture, as security for Obligations.
"State Road Frmdo means the fund created pusuant
amended and sup'plemented-
to Sction 673-65 NMSA L978,
as
"State Transportation Program' means the program of the Authority, the Commission and
the Departuent to finance, constnrct and improve State Transportation hojects as provided by
theAct.
,)
t7
\,
"State Transportation Program Financing Expenses' means (D the fees and expenses of
Fiduciaries, (ii) the fees and expenses of any auction agent, market age,nt and any brokerdealer
then acting rurder a Series Indentrne with respect to auction rate Bonds, (iii) the fees and
expenses of any calculation agent then acting under a Series Inde,nture with respect to indexbased Bonds, (iv) the costs of any remarketing of any Bonds, including the fees and expe,nses of
any remarketing age'lrt then acting under a Series Indenture with respect to variable rate Bonds,
(v) the fees and exp€nses (but not Repalment Obligations) due to any Credit Facility Provider or
any Liquidity Facility Provider with respect to any Bonds for which any Credit Enhance,ment
Facilify or a Liquidity Facility is in effec! (vi) the fee of the Authority (other than Costs of
Iszuance) charged to the Commission and/or the Departneirt in carrying out and administering
its powers, duties and functions under the Ac! the State Transportation Program, the Authority's
agreements with the Commission relating to the Bonds, the Closed Lien Obligations and this
Master Ildenture and the resolution ofthe Commission acknowledging and agreeing that the fee
of the Authority shall be payable from the State Road Fun{ (vii) fees and expenses associated
with the delivery of a zubstitute Credit Enhancement Facility or Liquidity Facility under a Series
Indenture, (viii) fee and expeirses associatd with the monitoring of the Bonds and the State
Transportation Program by the Rating Agencias, and (lx) fees and expensqs associated with (but
not palments under) Qualified Exchange Agreements.
"State Transportation Projects" means the transportation projects authorized by Laws of
New Mexico 2003 @rst Special Session), Chapter 3, Sections 27 and 28, the cost of which
projects are eligible for reimbursement from Federal Revenues pursuant to Title 23 of the United
States Code and regulations promulgated thereunder, or such other federal stafutes and
regulations pursuant to which Federal Revenues are received by the Department and paid into the
State Road Fund.
It
"Subordinate Lien Bonds" means Bonds issued by the Authority with a lien on the Trust
Estate zubordinate to the lien theron of Senior Lien Bonds (but not an exclusive subordinate
lien) and so designated in the applicable Series Indenture autherizing such Subordinate Lien
Bonds.
"Subordinate Lieir Obligations" means Subordinate Lie,n Bonds and any Qualified
ofwhich is equal with that of
Exchange Agreement the priority of palment from the Trust Estate
Subordinate Lien Bonds.
"Supplemental Indenfure" means any indenture of the Authority, other than a Series
Indenfure, zupplerre'lrtal to or ame,lrdaiory of this Master Indeirture executed and delivered in
accordance with Article VII.
"Tax Certificate" means, with respect to a Series the interest on which is intended to be
excluded from the gross income of the owners thereof for Iit'eral income tax purposes, the
certificate conce,ming certain federal tan matters firmished by the Authority and/or the
Commission in connection with the initial issuance and delivery of zuch Series.
'Trust Estale" means (t) all rights, titlg interest and privileges of the Authority to (a) the
Pledged Reveirues; and O) any Credit Enhance,ment Facility and any Liquidity Facili[5 (ii) the
18
)
proceeds of the sale of Bonds, and all other monq/s in all Funds and Accounts established under
this Master Indenture or any Series Inde,nture (other than amounts in the Rebate Fund owing to
the United States), including the investme,nts, if an5 thereo{, and eamings, if any, thereon (other
than as stated in Section 507) until applied in accordance with the terms of this Master Indenture
or any Series Inde,nture; (iii) all rights, title, interest and privileges of the Authority in and to any
Qualified Exchange Agree,rne,nt and any Counterparty Palmnents (provided" however, that this
clause (iii) shall not be for the benefit of a Qualified Counterparty with respect to its Qualified
Exchange Agreement); and (iv) the money, Investnent Securities and fimds and all other riglrt of
every name and nature from time to time hereafter by delivery or by writing of any kind pledgd
assigned or fransferred as and for additional securityhereunder.
"Trustee' means Bank of Albuquerque, N.A. and the successor or successors of such
bank or tnrst company and any other corporation which may at any time be substituted in its
place pursuant to Article D(.
of any date of computatioq the value of the Trust Estate or Inveshe,lrt
Securities calculated by or on behalf of the Authority as to (a) below and otherwise by the
Trustee, as follows:
'Yalue" means,
as
(a)
with respect to any funds of the Auttority held under this Master Indentwe and on
deposit in any commercial bank or as to any certificates of deposit or banket's acceptances, the
amount thereofplus accrudbut unpaid interest;
(b)
)
as to investnents the bid and asked prices of which are published on a regular
basis in The Wall Street Journal (or, if not there, rn The New York Times), the average of the bid
and asked prices for such invesfinents so published on zuch date of calculation or most rece,ntly
priorto zuch date of calculation;
(c)
inveshent contracts and repurchase agreements) the
bid and asked prices of which are not published on a regular basis in The WalI Street Journal or
Ihe Nevv York Times, (i) the lower of the bid prices at such date of calculation for such
investnents by any two nationally recognized govemme,nt securities dealers (selected by the
Trustee in its absolute discretion) at the time making a market in zuch invesheirts, or (ii) the bid
price published by a nationally recognized pricing service;
as to investnents (other than
(d)
as to an investuent contract, an amount equal to the principal amount plus any
accnred interest required to be remitted to the Trustee (without regard to notice requiremeirts of
seven days or less) pursuant to the terms of such inveshe,lrt contact;
(e)
as to a reptrchase agr-eemeNrt, m amount equal to the unpaid repurchase price
thereofplus any accrued interest thereon as of such date; aod
(D
with respect to any investuent not specified above, the value thereof established
by prior written agreement by the Authority, the Tnrstee and the Rating Age,lrcies.
t9
Section
)
102. Interpretation. In this Master Indenture, unless tlre context otherwise
requires:
(a)
the te,r:ns "hetrein " "hereunderr' "herebyr" ohe, etor" 'hereof" and any similar
terms, refer to this Master Indenture as a whole and not to any particular article, section or
subdivision hermf and, when the context so requires, refer to any Series Indenture; and the terrr
"heretofore'means before the date of execution of this inshrrment, the term 'now" means at the
date of execution of this instrument and the tenn 'hereafte,r" means after the date of execution
this instrument
(b)
of
words of the masculine gender include corelative words of the feminine and
words
the singular nunber include the plural nurrber and vice
neuter genders and
versa;
(c)
appended
the captions or headings of this Master Indenture, and the table of contents
to copies hereof, are for conve,nience only and in no way define, limit or describe the
scope or inte,nt
of any provisions, articles or sections of this Master Indenture;
(d) if at any trme there shall be one Person who shall be the Owner of all of the
Outstanding Bonds and this Master Indenture shall require the conseirt of the Trustee frr a
particular purpose, then the consent of that Person shall be required in lieu of the consent of the
Trustee for that purpose, unless that Person shall have bee,lr notified and shall not have consented
within a reasonable period of time; and
(e)
refereirces h€rein to provisions of any law or regulation, including without
limitation, the Code and the regulations thereunder, include references to any suocessors to such
provisions, as zuch provisions may be re,nurnbered pursuant to any federal or State law hereafter
enacted.
Section 103. Computations. Unless the facts shall then be othe,!:qrise, all computations
required for the purposes of this Master Indenture shall be made on the assumption that (i) all
Obligations shall be paid as and whe,n the same becpme due and (ii) all credits required by this
Master Inde,nture to be made to any Fund shall or Account be made in the amounts and at the
required.
l-o
Section 104, Exclusion of Bonds Held By or For the Authoritv. the Commission or the
De'partnent. In determining whether the Owners of the requisite principal amount of
Outstanding Bonds have given any request, de,mand, authorization, direction, notice, consent or
waiver hereunder, Bonds owned by or for the Authority, the Commission or the Department shall
be disregarded and deerned not to be Oubtanding except that, in determining whether the
Trustee shall be protected in relying upon any such request de,mand, authorization, direction,
notice, conse,lrt or waiver, only Bonds which the Tnrstee knows to be so owned shall be
disregarded.
)
20
.\
/
Section
105.
Certificates and Opinions.
In any case where several matters are required to be cetified by, or covered by an
opinion of, any specified Person, it is not necessary that all zuch matters be certified b5 or
covered by the opinion o[, only one such Person, or that they be so certified or covered by only
one document but one such Person may certiff or give an opinion with respect to some matters
and one or more other zuch Persons as to other matters, and any such Person may c€fiiry or give
an opinion as !o such matters in one or several documents.
Any certificate or opinion of
an
officer of the Authority may be base4 insofar
to factual matters relating to the Commission or the Deparfueirt or to legal
as it relates
matte,rs, upon a
certificate or opinion o{, or representations by, the Commission, the Deparment or Counsel, or
insofar as it relates to the Funds and Accounts, upon a certificate or opinion ofn orrepresentations
by, the Trustee, unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters upon whioh his
certificate or opinion is based are erroneour. Any such certificate or opinion of Counsel may be
base4 insofar as it relates to factual matters, upon a certificate or opinion of or representations
by, an officer or officers of the Authority, the Commission or the Departuent stating that the
information with respect to such facfual matters is in the possession of the Authority, the
Commission or the Departrrent, unless zuch Counsel knows, or in the exercise of reasonable care
should lnow, that the certificate or opinion or representations with respect to such matters are
grron@us.
When any Person is required to make, give or execute two or more applications, requests,
consents, certifcates, state,me,nts, opinions or other instruments under this Master Inde,nture, such
instnrments may, but need not be consolidated and form one instnrment.
Any opinion of Counsel may be qualified by reference to the constitutional powers of the
United States of Americ4 the police and sovereign powen of the State, judicial discretion and
bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights or
municipal corporations and similar matters.
@nd of Article
)
2l
l)
.)
ARTICLE tr
t
AUTIIORIZATIONAND ISSUANCE OF BONDS; DGCUTION AND DELTVERY OF
QUALIFIED EXCI{ANGE AGREEMENTS
Section20l. Issuance of Bonds and Execution and Delivery of Qualified Exchange
Ageeme,nts for the State Transportation Program. For the pu{pose of providing funds for the
State Transportation Program, including providing for refirnding all or any part of a prior Series
or other state hansportation rev€,nue obligations payable from the Pledged Revenues or any
portion thereof of the Authority or the Commission, Bonds of the Authority may be issued under
and secured by this Master Indenture, subject to the provisions of this Article II. The principal of,
the interest on and the rede,mption premium, if any, on such Bonds shall be payable solely from
the moneys and reve,nues pledged by this Master Indenture for their payment, and all of the
covenants, agreements and conditions of this Master Indenture shall be for the benefit and
security of all and singular the preseirt and future olvneni, without preference, priority or
distinction as to lien or otherwisg except as otherwise provided herein or in a Series Indenture,
of any one Senior Lien Bond over another, or any one Subordinate Lien Bond over another or
any one Junior Subordinate Lien Bond over another; provide4 that the Senior Lien Bonds,
Subordinate Lien Bonds and Junior Subordinate Lien Bonds shall have the priority with respect
to each other as stated in this Master Indenture. In additiorU the Authority may e,lrter into any
Qualified Exchange Agreement it deems necessary or desirable with respect to any or all of
Subordinate Lien Bonds or Junior Subordinate Lien Bonds, subject to the provisions of Section
208.
The Authority has ascertained and it is hereby determined and declared that the execution
and delivery of this Master Indenture is necessary to carry out the powers and duties expressly
provided by the Act, that each and every act, matte,r, thing or course of conduct as to which
provision is made herein is necessary or convenient in order to carr5r out and effectuate the
purposes of the Authority, the Commission and the Depuhent in accordance with the Act and
to carry out powers expressly giveir in the Act, and that each and every cove,nant or agreernent
herein contained and made is necessary, useful or convenient in order to better secure the
Owners, and are contracts or agreerrents n@essary, useful and convenie,lrt to carry out and
effectuate the purposes ofthe Authority, the Commission and the Deparfinent under the Act.
Section 202. Limitation on Issuance and Oblieation of Bonds: Pledge. No Bonds may
be issued under the provisions of this Master Indenture except in accordance with the provisions
of this Article tr. The Bonds shall be special limited obligations of the Authoritypayable solely
from the Trust Estate pledged therefor pusuant to this Master Indeilure. The Bonds are not an
obligation" debt or liability of the State the Authority, the Commission or the Departne,nt within
the meaning of any constitutional or statutory provision, and the State shall not be liable on the
Bonds. The principal of intenast on md any payme,nt reguire,ments related to the Obligations
and the Repalment Obligations shall not constitute or grve rise to a pecuniary tiability on the part
of the members, dtectors and officers of the Authority, the Commission or the Departrrent. No
breach of any pledge, obligation or agreement of the Authority shall impose a pecuniary liability
or charge upon the ge,neral credit or taxing pow€r of the State or any political subdivision of the
State, and each Bond shall include a statement to that effect.
)
22
),
By the Act, the State has pledged and agreed with ttre holders or owners of any bonds
issued pursuant thereto, including the Bonds, that the State will not limi1, alter, restrict or impair
the rights vested in the Authority to fumn the terms of any agreement with the holders or owners
of bonds authorized and iszued pursuant to the Act. The State has further agreed that it will not in
any way impair the rights or re,medies of the holders or owners of such bonds until such bonds,
together with interest and all costs and expenses in connection with any action or proceeding by
or on behalf of zuch holders or owners, are fully met and dischargedThe Authority pledges and agrees with the Owners that the Authority will not limit or
alter its powels to fulfill the terms of any agreements made in this Master Indenture or in the
Bonds or in any way impair the rights and remedies of the Owners so long as the Bonds are
Outstanding and until all costs and expenses in connection with any action or proceeding by or
on behalf of tlre Owners are firllymet and discharged"
)
The Obligationg including the principal thereof and interest thereon, except as othernrise
provided in this Master Indenture, a Series Indentrne or Supplemental Indenture, shall be secured
hereunder by the foregoing pledge of the Tnrst Estate. The Trust Estate herein pledged shall
immediately be subject to the lien of such pledge without any physical delivery or further act
and the lien of zuch pledge shall be valid and binding against all parties having claims of any
kind in tort contract or othemrise against the Authority, irrespective of whether zuch parties have
notice of zuch lieir. Such pledge and the Obligations shall constitute a prior and paramount lien
and charge on the Trust Estate (subject only to the valid exercise of the constitutional powers of
the United States of America, valid bankruptcy, insolve,ncy, reorganiz,alton, moratorirmr and
other laws affecting creditors' rights or municipal corporations, and to the provisions of this
Master Indentme pennitting the ryplication of the revenues, Investnent Securities and other
moneys for the purposes and on the terms and conditions hereof), over and ahead of any claims
(whether in tort contract or otherwise, irrespective of whether the parties possessing such claims
have notice of the foregoing pledges or charges), encumbrances or obligations of any nature
hereafter arising or incurre4 and over and ahad of all other indebtedness (except indebtedness
created or incurred in accordance with the provisions of this Article tr) payable from or secured
by such reve,nu€{l which may hereafter be created or incurred. The pledge of the Trust Estate
made herein and hereby shall be valid and binding and shall be deerned continuously perfected
fo1 all purpos€s from the time of the delivery of and palment for the Bonds and any Qualified
Exchange Agree,men! and the revenues, Investment Securities and other moneys shall thereupon
be immdiately zubject to the liea pledge and charge hereof upon receip thereof by the
Authority or any Fiduciary or any age,nt thereo{, without any physical delivery or segregation
thereof or firrther act.
initial
The
of any Bonds, any associate thereof and any subsequent Owner of
any Bond shall in no manner be rwponsible for the application or disposal by the Trustee or by
the Authority or by any of its offi.cers, age,nts and employees of the money derived from the sale
of the Bonds or of any other money herein designated. The validity of the Bonds shall neither be
depeirdent upon nor affected by the validity or regularity of any proceedings or contuacts relating
to the State Transportation hogam, nor the use and application of the proceeds of the Bonds.
)
23
I
The pledge of the Trust Estate made hereby includes the pledge of any contract or any
evidence of indebtedness or other rigftts of the Authority to receive any of the same, whether
now existing or hereafter seming into existenc€, and whether now or hereafter acquired, and the
proceeds thereof.
Section 203. Authorization for Bonds in Series. (a) From time to time as authorized by
this Master Indenture and subject to the terms, limitations and conditions established in this
Master Indenture, the Authority may authorize the issuance of a Series of Se,lrior Lien Bonds,
Subordinate Lien Bonds or Junior Subordinate Lien Bonds, upon execution and delivery of a
Series Indenture (which Series Indenture shall not require the approval of the Owner of any of
the Outstanding Bonds or Qualifred Exchange Agree,ments or compliance with Article VII
hereof), and the Bonds of any such Series may be issued and deliverid upon compliance with the
provisions of this Article tr. Except as otheiurise stated in an applicable Series Indenturg the
Bonds of each such additional Series shall be designated "New Mexico Finance Authority State
Transportation [RefundingJ Revenue Bonds, Series _'
(inserting identification of the
particular Series including by year of iszue and by number and/or alphabetic and/or other
refere,nce and inserting reference to "Taxablq" as applicable, and "Senior Lie,q" "Subordinate
Lien," "Junior Suborrrlinate Lieq" or other designation, as applicable). Bonds of any zuch
additional Series may be authorized to be issued in such forms as may be provided in the
applicable Series Inde,nture. All such Bonds may have eirdorsed thereon such legends or text as
may be necessary or appropriate to conform to any applicable rules and regulations of any
governmental authority or any usage or requirernent of law with respect thereto, or as may be
authorizedby the Authority and approvdby the Tnrstee.
\,
O)
Each Series Indenture asft6fizing the issuance of one or more Series shall speci$
and determine:
(l)
(2)
the authorized principal amounts of such Series;
the purposes for which such Series are being issued, which shall be to
provide funds for the purposes authorized by the Act and this Master Indenturg including
one or more of the following: (D ftnding of State Transportation Projects, including the
palment of temporary indebtedness incurred by the Authority or the Commission to
obtain funds for such purposes; (ii) the making of deposits in amounts, if any, required or
permitted by this Master Indenture to be paid into any Fund or Account from the
proceeds of such Series, including deposits for the palme,lrt of Costs of Issuance; or (iii)
the refunding of all or any portion of Bonds iszued hereunder or other state tansportation
reve,nue bonds payable from the Pledged Revenues or any portion thereof of the
Authority or the Commission;
(3)
the title and designation of,, the manner ofnumbering and lettering, and the
denomination or de'lrominations of the Bonds of such Series, including the designation of
such Bonds as Senior Lien Bonds, Subordinate Lien Bonds or Junior Subordinate Lien
Bonds and whether the interest on such Bonds is intended to be includable in or excluded
from gross income for federal income ta:r purposes;
.)
24
(4)
)
the
hincipal Installmeirt Dates
and the amounts thereof and the dated date
of the Bonds of such Series;
(5)
the intere.st rate or rates, or the manner of detemrining zuch rate or rates,
the Bonds of such Series and the Interest Payment Dates of such Bonds;
of
(O
the Redemption Price or Redemption Prices and the Redemption Date or
Redemption Dates and other terms of rede,mption (if any) applicable to any of the Bonds
of such Series;
A any additional Paying Agent or Pafng Agents appointed by such Series
Indenture for such Bonds as provided in Section 902;
(8)
the amount and date of each Mandatory Sinking Fund krstalhnent,
(9)
the form or forms of the Bonds of such
if any,
Seric;
(10) designation of any Credit Enhance,ment Facility and Credit Facitty
Provider, Liquidity Facility and Liquidity Facility Provider and/or any Reserve
Altemative Instnunent and Reserve Alteinative Instnrment Provider, if applicablg the
mannetr of securing any related Repalm.ent Obligations and such other provisions as may
be requird necessary or convenie,nt in connection with any Credit Enhancement
Facility, Liquidity Facility and/or Reserve Alternative Instnrmeirt;
(l
l)
the establishment of a Debt Service Reserve Require,m.ent, if any, for one
or more such Series md if establishod" the creation of an Account in the Debt Service
Reserve Ftrnd for zuch Series; and
)
(12)
any other provisions deemed advisable by the Authority, not in conflict
with or in substitution for the provisions of this Master Indenture.
Section2o4. Issuance and Delivery of Bonds. After their authorization by a Series
Indeirture, Bonds of a Series may be executed by or on behalf of the Authority in accordance
with Setion 302 md delivered to the Trustee for authe,ntication" and upon compliance by the
Authority with the speaial requirements, if any, sei forth in zuch Series Indentrne and with the
requirements of Sections 205 and 206,,the Tnrstee shall thereupon authe,nticate and deliver such
Bonds to orupon Authority Order.
Section 205. Conditions Precde,nt to.Authe,ntication and Delivery of Bonds. Except as
provided by Section 306, the Tnrstee shall authe,nticate and deliver, upon Authority Order, any
Bonds authorized to be issued pursuant to this Master Indenfire only upon receipt by the Tnrstee
of:
(a)
an executed copy of the Series Indenture authorizing the Series;
)
25
')
O)
an Authority Order as to the delivery of such Bonds, identifying whether the
Bonds of such Series are Senior Lien Bonds, Subordinate Lien Bonds or Junior Subordinate Lien
Bonds and otherwise describing such Bonds to be authenticated and delivered, designating the
purchaser or purchasers to whom such Bonds are to be deliverd and stating the purchase price
of suchBonds;
(c)
an Authority Order directing the deposit into an Account of the Debt Se,lrdce
Reserve Fund of so much (if any) of (i) the proceeds of the Bonds to be issued, upon their
issuancq sale and delivery (ri) a Reserve Altemative Instrument or (iii) such other funds of the
Authority, so that the amount then held by the Trustee in such Account (together with the
available emount of any Reserve Alternative Instrument deposited thereto) is equal to the Debt
Service Reserve Requirement if any, with respect to such Bonds;
(d)
an Authority Certificate stating that the Authority is not in default in the
performance of any of the covenants, conditions, agreerrents or provisions contained in this
Master Indenture or any Series Indentrne; and
(e)
the amount of the proceeds of the Series to be deposited in any Fund or Account
and such further documents, moneys and Investment Securities as are required hereby or by the
applicable Series Indenture.
Section
206.
Additional Bonds Payable From the Trust Estate.
(a)
Limitations Upon the Issuance of Se,nior Lie,lr Bonds. No provision of this Master
Lndenture shall be construed to prevent the issuance by the Authority of Senior Lien Bonds, or to
I
I
of bonds or other obligations refunding all or a paxt of any Senior Lien
Bonds. However, before any Se,lrior Lien Bonds are issued (excluding Refunding Bonds issued
pursuant to Section 207):
preve,lrt the issuance
(1)
The Authority shdl then be current in all accrmlulations required to
be made pursuant to Section 503 with respect to Outstanding Obligations; and
@
The state Revenues received by the Authority and the commission
in any twelve consecutive calendar months out of the eighteen calendar months
immediately preceding the date of iszuance of such Se,nior Lien Bonds shall have been
sufficient to pay an amormt representing three hundred percent Q}AyA of the maximum
combined Debt Service Requirernents geming due in any subsequent Fiscal Year on: (x)
then outstanding Closed Lien Obligations, (y) then Outstanding Senior Lie,n Bonds, ani
(z) the Senior Lien Bonds proposed to be issued; and
(3)
The Pledged Revenues received by the Authority and the
Commission in any twelve consecutive calendar months out of the eighteeir calendar
months immediatelypreceding the date of issuance of such Senior Lieir Bonds shall have
been sufficient to pay an amotmt represe,nting three hundred and fifty perce,nt (3507o) of
the maximurr combined Debt Seirrioe Requiremeirts coming due in any subsequent
26
-)
on: (x) then outstanding Closed Lien Obligations, (y) then Outstanding
Senior Lien Bonds, and (z) the Senior Lie,n Bonds proposed to be issued;
Fiscal Year
O) Limitations Upon Issuance of Subordinate Lien Bonds and Additional
Highway Bonds. No provision of this Master Inde,nture shall be construed to prevent the
issuance by the Authority of Subordinate Lien Bonds or to preve,nt the issuance by the
Commission of Additional Highway Bonds, or to prevent the issuance of bonds or other
obligations refunding all or apart of any Subordinate Lien Bonds or any Additional Highway
Bonds. However, before any Subordinate Lien Bonds or Additional Highway Bonds are issued
(excluding Refunding Bonds issued pursuant to Section 207):
(1)
The Authority and the Commission shall then be current in all
accumulations required to be made pursuant to Section 503 (or similar sections of the
Commission resolutions or instruments governing the issuance of Additional Highway
Bonds) with respect to Outstanding Obligations and the,n outstanding Additional
HighwayBonds; and
@
The Pledged Revenues received
by the Authority and the
Commission in any twelve.consecutive calendar months out of the eighteen cale,lrdar
months immediately preceding the date of issuance of such Subordinate Lien Bonds or
Additional Highway Bonds shall have bee,n sufficient to pay an aurormt represeirting
three hundred percent Q0AV| of the maximum combined Debt Service Requirements
coming due in any subsequent Fiscal Year on: (v) then outstanding Closed Lie,n
Obligations, (w) then Outstanding Senior Lien Bonds, (x) then sutsfanrting Subordinate
Lien Obligations, (y) then outstanding Additional Highway Bonds, and (z) the
Subordinate Lien Bonds or Additional Highway Bonds proposed to be issued.
(c)
Limitations Upon Iszuance of Junior Subordinate Lien Bonds. No
provision of this Master Indentrne shall be construed to pnevent the issuance by the Authority of
Junior Subordinate Lien Bonds or to prevent the issuance ofbonds or other obligations refunding
all or a part of Junior Subordinate Lien Bonds. However, before any Junior Subordinate Lien
Bonds are iszued (excluding Refunding Bonds issued pursuant to Section 207):
(l)
The Authority and the Commission shall then be curent in all
accumulations required to be made pursuant to Section 503 (or similar sections of the
Commission resolutions or instuments goveming the issuance of Additional Highway
Bonds) with respect to Outstanding Obligations and their outstanding Additional
HighwayBonds; and
@
The Pledged Reve,nus received by the Authority and the
Commission in my twelve consecutive calendar montls out of the eighteen cale,lrdar
months immediately preceding the date of issuance of such Junior Subordinate Lien
Bonds shall have been sufficie,nt to pay an
two hundred percent
of
the
maxinum combined Debt Service Requirements coming due in any
Q0A%)
subsequent Fiscd Year on: (u) then outstanding Closed Lien Obligations, (v) then
Outstanding Senior Lien Bonds, (w) then Outstanding Subordinate Lien Bonds, (x) then
amount
)
27
-')
outstanding Additional Highway Bonds, (y) then Outstanding Junior Subordinate Lien
Obligations, and (z) the Junior Subordinate LiEn Bonds or Additional Highway Bonds
proposed to be issued.
(d)
A
Certification of State Revenues and Pledeed Revenues.
written
certificate or opinion by the Secretary of the Deparfinent or the chief financial officer of the
Authority, or an Accountanfs Certificate, that such State Rev€nues and Pledged Revenues, as
applicable, are sufficient to cover the amounts required by paragraphs (a), O) or (c) above shall
be requird and shall be conclusively presumed to be accurate in determining the rigbt of the
Authority to authorize, issue, sell and deliver additional Senior Lie,n Bonds, Subordinate Lie,n
Bonds or Junior Subordinate Lien Bonds or the right of the Commission to authorize, issue, sell
and deliver Additional Highway Bonds, provided that such a written certificate or opinion shall
not be required to be delivered in connection with the issuance of the Bonds to be issued
pursuant to the First Series Indenture of Trust and the Second Series Indenture of Trust, each
dated as of May 1,2004 and eirtered between the Authority and the Trustee purzuant to this
Master Indenhre.
(e)
No provision of this Master Indentrne shall be constued to prevent the
issuance by the Authority or the Commission of additional bonds or other obligations payable
from the Pledged Revenues constinrting a lien on the Tnrst Estate (or any portion thereof)
subordinate and junior to the lien on the Trust Estate of Bonds described in paragraphs (a), (b) or
(c) above. Such additional subordinate and jrurior bonds or other obligations may be issued
pursuant to a Series Indenture and/or Srrypleme,ntal Indenture prepared for that specific purpose
or pursuant to an indenture or resolution separate and distinct from this Master Indenture
_J
(0
The Authority shall not issue Bonds or incur Obligations payable from the
Pledged Reve,lrues having a lien on the Trust Estate prior and superior to the lien on the Trust
Estate of the Se,nior Lien Bonds.
(g)
In Commission Resolution No. 2004-5(APR), adopted by the Commission
on April 75, 2W4, the Commission affirmatively resolved that (a) the Commission shall not
iszue bonds or incur other obligations payable friom the Pledged Revenues having a lien on
Pledged Revenues prior and superior to the lien on the Pledged Revenues of the Senior Lien
Bonds, and O) Additional Higbway Bonds and my other ftture obligations payable from the
Pledged Reve,nues that may be issued by the Commission shall be issued in compliance with the
reshictions applicable to the issuance of additional Se,nior Lien Bonds, Subordinate Lieir Bonds
and Junior Subordinate Lien Bonds set forth in this Section 206.
Section 207. Provisions for Refunding Bonds. (a) One or more Series of Refirnding
Bonds may be authenticated and delivered upon original issuance to refund all or any Bonds
Outstanding hereunder or other obligations payable from the Pledged Revenues or any portion
thereof outstanding under another instnrment or resolution of the Authority or the Commission.
Refunding Bonds shall be issued in a principal amount s"flfrcient, together with other moneys
available therefor, to accomplish such refunding and to make such deposits as are required by the
Series Indenture authorizing such Series ofRefunding Bonds.
,)
28
(b)
The Bonds of such a Series of Refunding Bonds may be authenticated and
delivered only upon receipt by the Trustee (in addition to the receipt by it of the documents
")
required by Section 205)
of
(l)
except in the case of Bonds or other obligations to be paid at their
schduled maturity, irrevocable instructions to the Trustee, satisfactory to it, to give due
notice of redemption of all the Bonds or other obligations to be redeeined from any of the
proceeds of such Soies on the redemption date or dates specified in such instructions;
and
@ an Authority Certificate stating that the proceeds (excluding accrued
interest but including any pre,mi 'm) of such Refinding Bonds, together with any other
moneys which have been made available for such puposes, or the principal of and the
interest on the inveshent of such proceeds or any such moneys, will be not less than an
amount sufficient to pay the principal of and the rederrption premirmq if any, on the
Bonds or other obligations to be refunded and the interest which will become due and
payable on or prior to the date of their palmeirt or redemption and the financing costs in
connection with such refunding.
(c) If the Refunding
due
I
in any
Bonds do not increase the Debt Service Requirements coming
subsequent Fiscal Year by more than five percent (57o) in comparison to the Debt
Service Requirements on the applicable Bonds or the debt service palmrents due on other
obligations payable from the Pledged Revenues or any portion thereof being refunded in any
such zubsequent Fiscal Year, the Refirnding Bonds may be iszued without compling with the
provisions of Section 2M herer.f; othe,rrvise the Authority shall comply with the provisions of
Section 206 hereofin issuingRefunding Bonds.
Section 208. Oualified Exchanee Aere€rnents: Counterlrfity Palments: Authoriqv
Exchange Palments. The Authority shall deliver to the Tnrstee an Authority Certificate
identifying any Qualified Exchange Agreement hereafter entered into by the Authority
and a Qualified Cormterpaty (whether before or after the settleme,nt date thenefor or effective
date thereof) under which (i) the Authority may be required to make, from time to time,
Authority Exchange Palme,nts and (ii) the Trustee mayreceive, from rime to time, Counterparty
Palments for the account of the Authority. The Trustee shall acknowledge in writing the receipt
of an Authority Certificate identi$ing a Qualifid Exchange Agreement as provided in this
Section 208.
No later thnn the fourth Business Day immediately preceding each Qualified Exchange
Agreemeirt Payrnent Date on which a Counterparty Payment or Authority Exchange Payment is
due, through and inclurling the termination date of the Qualified Exchange Agreemelrt, the
Authority shall give wriuen notice to the Tnrstee stating either (D the amornt of any
Comterparty Payneirt due to be received by the Tnrstee for the account of the Authority on or
preceding such Qualified Exchange Agreemeirt Paynent Date or (ii) the amount of any
Authority Exchange Palment to be paid to the Qualified Cormterparty on such Qualified
Exchange Agreeme,nt Payment Date. If the Tnrstee fails to receive such written notification from
the Authority by the end of such fourth Business Day, it shall immediately notif the Authority
29
,
"')
and the related Qualified Counterparty of such fact
by facsimile hansmission followed by first
class mail.
The Tnrstee shall deposit all moneys received represe,nting Counterparty Payments in the
Revenue Fund to be applied in accordance with the provisions of Section 503. The Trustee shall
noti$ the Authority on the Business Day of receipt of such mone)E by facsimile hansmission
followed by first class mail, if (i) the amount received from the Qualified Counterparty is not
equal to the amount specified in the written notification of the Authority (or in a similar written
notification from the Qualified Counterparty if the Authority fails to give such written
notification in accordance with this Section 208), (ii) no amount is received from the Qualified
Counterparty, or (iii) the amount received is not received in immediately available funds. Each
Qualifid Exchange Agreeme,nt shall require the Qualified Counterparty to timely make all
Counterparty Paynents on the Qualified Exchange Agreement Payne,nt Date.
The Trustee shall make payment to the Qualifid Counterparty from moneys in the
Revenue Fund in accordance with Section 503 of the amount of the Authority Exchange
Paynent (other than any Exchange Termination Payment) specified in such written notification
of the Authority, due on any Qualified Exchange Agreeinent Payrnent Date, by the deposit or
wire tansfer of immediately available funds to the credit of the account of the Qualified
Counterparfy specified in zuch written notification of the Authority, but only to the extent such
paynent will not result in a deficiency in the amount due on the next succeeding Interest
Palment Date or Principal Installment Date to the Owners of any Obligations having a priorify
higherthan such Qualified Counterparty under such Qualified Exchange Agreeme,nt.
Section 209. Re,palanent Oblieations. The Authority may, in a Series Indenture,
provide that Repayment Obligations relating to Credit Enhancernent Facilities or Liquidity
Facilities for the related Series of Bonds will be secured on the same basis as the related
Obligations (or on any basis zubordinate thereto) and may also prcvide that Repalanent
Obligations relating to Reserve Altemative Instnrme,nts for the related Series of Bonds will be
secured on the same basis as the replenishment of the related Account of the Debt Service
Reserve Rmd.
)
@nd of Article tr)
)
30
ARTICLE M
)
GENERAL TERMS AI.ID PROVISIONS OF BONDS
Section 301. Details of Bonds. The Bonds shall be dated, shall bear interest, if any,
until their payment zuch interest to the maturity thereof being payable on the Interest Payment
Dates related thereto on the basis of a 360-day year of twelve 30-day months (except to the
extent othenrise provided in the applicable Series Indenture), and shall be stated to mature
(zubject to the rigbt of prior redemption), all as provided in or as modified by the applicable
Series Indentrne.
Each interest-bearing Bond shall bear interest from the Interest Payment Date next
preceding the date on which it is authenticate4 unless autheirticated on an Interest Paynent Date,
in which case it shall bear interest from such Interest Palment Datq or rnless authenticated prior
to the first Interest Payment Date, in which case it shall bear interest from its date; provided,
however, that if at the time of authe,ntication of any Bon4 interest is in defaul! such Bond shall
bear interest from the date to which interest shall have been paid.
Both the principal of and the interest on the Bonds shall be payable in any currency of the
United States of America which on the respective dates of payme,nt thereof is legal tender for the
paynent of public and private debts. The principal of all Bonds shall be payable only to the
registered Owner or his legal representative at the corporate trust office of the Trustee designated
for such purpose, and palmre,nt of the interest on each Bond shall be made by the Trustee on each
Interest Payment Date to the Person appearing on the registration records provided for below as
the registered Owner thereof, by, except as otherwise provided in Section 308 with respect to a
Securities Depository, check mailed to the registered Owner at his address as it appears on such.
registration records. Except as provided in Section 308, paynneirt of the principal of all Bonds
shall be made upon the prese,ntation and surrender of such Bouds as the same shall become due
and payable. CUSIP number identification for each dollar amount paid on the Bonds shall
accompany all payrnents ofprincipal, interest or Redernption Price of the Bonds.
Interest on any Bond that is payable on any Interest Palmrent Date and that is punctually
paid or duly provided for is payable to the Person in whose narne such Bond is registered at the
close ofbusiness on the Regular Record Date for zuch interest.
Interest on any Bond that is payable on any Interest Payment Date but that is not
punctually paid or duly provided for (herein called "Defaulted Interest') ceases forthwith to be
payable to the Owner on the relevant Regular Record Date solely by virtue of such Owner
having bee,n such Oumer; and such Defaulted Int€rest may be paid by the Authority, at its
election in each casie, as providd inparagraph (a) or (b) below:
(a)
fite Authority may elect to make payment of any Defaulted hnterct on the Bonds
to the Persons in whose names zuch Bonds (or any previous Bonds evidencing all or a portion of
the same debt as that evidenced by such particular Bonds) are registered at the close of business
on a Special Record Date for the palment of such Defaulted Interest, which shall be fixed in the
following manner. The Authority shall notifr the Trustee in writing of the amount of Defaulted
)
31
)
Interest proposed to be paid on each Bond and the date of the proposed payment (which date
shall be such as will enable the Tnrstee to comply with the next se,lrte,lrce), and at the same time
the Authority shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of zuch Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed palmnent such money when
deposited to be held in tru$t for the benefit of the Persons entitled to zuch Defaulted Interest as
provided in this subsection. Thereupon, the Trustee shall fix a Special Record Date for the
palment of such Defaulted Interest which shall be not more than fifteen nor less than ten days
prior to the date of the proposed payrnent and not less than ten days after the receipt by the
Trustee of the notice of the proposed payrnent. The Trustee shall promptly notiff the Authority
of such Special Record Date and, in the name and at the expense of the Authority, zuch expe,nse
to be paid solely from amounts pledged under this Master Indenture, shall cause notice of the
proposed payne,nt of such Defaulted Lrterest and the Special Record Date therefor, to be mailed,
first class postage prepai{ to each Owner at his address as it appears in the registration records
not less than teir days prior to zuch Special Record Date. Notice of the proposed palmre,lrt of
such Defaulted Interest and the Speoial Record Date therefor having been mailed as aforesai4
such Defaulted Interest shall be paid to the Persons in whose names the Bonds (or any previous
Bonds evidencing all or a portion of the same debt as that evidenced by such particular Bonds)
are registered on zuch Special Record Qate and shall no longer be payable pursuant to the
followingparagaph O).
(b)
The Authority may make payment of any Defaulted Interest on the Bonds in any
other lawful manner and upon such notice as may be required by any exchange on which the
Bonds may be listed, i[, after notice gven by the Authority to the Trustee of the proposed
payment pursuant to this subsection, such palm.ent shall be deerred practicable by the Trustee.
Seotion 302. Execution. Ttre Bonds shall be executed on behalf of the Authority by the
manual or facsimile signatures of the Chairman of the Board, and the corporate seal of the
Authority or a facsimile thereof shall be therermto affixd and attested by the manual or
facsimile signahre of the Secretary of the Board or executed and attested on behalf of the
Authority by other authorized officers of the Board or the Authority as may be provided in a
Series Indenture. In case any officer who shall have signed (whether manually or by facsimile) or
sealed any of the Bonds shall cease to be zuch officer of the Authority before the Bonds have
been authenticated or delivered or sold zuch Bonds may, nevertheless, be authenticated and
delivered, and may be sold by the Authority as though the person who signed such Bonds had
remained in office. Any Bond of a Series may be sigrd and sealed on behalf of the Authority
by such percons as at the actual time of the enecution of such Bond shall be duly authorized or
hold the proper office in the Authority, althougb at the date of the Bonds of such Series zuch
persons may not have beon so authorized or have held such office.
At any time and from time to time after the execution and delivery of this Master
Indenture, the Authority may deliver Bonds executed by the Authority to the Trustee for
authe,ntication an4 upon Authority Order, the Trustee shall authenticate and deliver such Bonds
as provided in this Master Indenture and not otherwise.
32
303.
Exchange of Bonds. Bonds, upon surrender thereof at the corporate trust
office of the Trustee designated for such purpose, together with an assignme,nt duly executed by
the registered Owner or his attomey or legal representative in such fonn as shall be satisfactory
to the Tnrstee, may, at the option of the Owner thereo{, be exchanged for an equal aggregate
principal amount of Bonds of the same Series and maturity, bearing interest at the same rate, of
any de'nomination or denominations authorize.dby the applicable Series Inde,lrture. So long as
any of the Bonds re'main Outstanding the Authority shall make all necessary provisions to
permit the exchange of Bonds atthe office of the Trustee.
Section
Section 304. Negotiability. Transfer and Reeisfration. The hansfer of any Bond may
be registered only upon the records kept for the registration of tmsfers of Bonds upon surre,lrder
thereof to the Tnrsteg as registrar, together with an assignment duly executed by the registered
Onrner or his attomey or legal representative in such form as shall be satisfactory to the Trustee.
Upon any such regismtion of tansfer of a Bond, the Authority shall execute and the Trustee
shall authenticate and deliver in exchange for such Bond a new Bond or Bonds, registered in the
nams ef the tansfer€, h any deiromination or denominations authorized by the applicable
Series Indenture, in an aggregate principal amount equal to the principal amount of such Bond of
the same Series and matrnity and bearing interest at the same rate.
In all cases in which Bonds shall be exchanged or Bonds shall be tansferred hereunder
by regishation as aforesaid, the Authority shall execute and the Trustee shall authenticate and
deliver at the earliest practicable time Bonds in accordance with the provisions of this Master
Indentue. All Bonds srrrendered in any such exchange or registration of transfer shall forthwith
be cancelled by the Trustee. The Authority or, at the direction of the Authority, the Trustee may
make a charge for the expense incurred in every such exchange or registration of tansfer of
Bonds, including a charge sufficient to reimburse it for any tax or other governmental charge
required to be paid with respoct to such exchange or registration of transfer. Neither the
Authority nor the Tnrstee shall be required to make any zuch excbange or registration of transfer
of Bonds (t) during a period beginning at the opening of business 15 dap before any selection of
Bonds for redemption and ending at the close of business on the day of zuch selection, or (ii)
selected for rede,lnption in whole or in part.
305.
Bonds. As to any Bond, the Person in whose name the
deeind and regarded as the absolute osrner tlrereof for atl
pqpose!, whether such Bond shall be overdue or no! aud palment of or on account of the
Section
Ovpership of
same shall be registered shall be
principal of and interest on any such Bond shall be made only to the registered Owner thereof or
his legal represeirtative. All such palcrents shall be valid and effectual to satisff and discharge
the liabilityupon zuchBond, including int€rest thereon, to the extelrt ofthe sum or sums so paid.
Section 306. Bonds Mutilated. De.stro)red. Stolen
Tnrstee receive evidence satisfactory to them of
or
Lost If th.e Authority
and the
of and the loss, theft, desfruction
or mutilation of any Bond and in the case of a lost, stolen or destroyed Bond, indennity
satisfactory to them, and in the case of a mutilated Bon4 upon surelder and cancellation of the
Bond then in the absence of notice to the Authority or the Tnrstee that such Bond had been
acquired by a bona fide purchaser, the Authority shall execute, and the Trustee shall authenticate
and deliver, a new Bond of like tenor, Series, principal amount maturity and interest rate in lieu
the
33
)
of the lost stolen, desboyed or mutilated Bond; provided, that if the lost, stolen, deshoyed or
mutilated Bond shall have matured or shall have been called for redernption, in lieu of executing
and delivering a new Bond as aforesaid, the Authority may pay the Bond. Any such new Bond
shall bear a number not previously assigned to a Bond. The applicant for any such new Bond
shall comply with the reasonable regulations prescribed by the Authority and the Trustee and
shall be required to pay all expe,nses and charges of the Authority and the Tnrstee in connection
with the issuance of the new Bond. All Bonds so surrendered to the Trustee shall be canceled by
it, and evideirce of the cancellation shall be grven to the Authority.
Every new Bond issued pursuant to this Section 306 in lieu of any destroyd lost or
stolen Bond shall constitute an original additional contractual obtgation of the Authority,
whether or not the destroyd lost or stolen Bond shall be at any time enforceable by anyonen and
shall be entitled to all the benefits of this Master Indenture equally and proportionately with any
and all other Bonds duly iszued and authenticated hereunder. Neither the Authority nor the
Tnrstee shall be required to treat both the original Bond and any duplicate Bond as being
Outstanding for the purpose of determining the principal amount of Bonds which may be iszued
hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but
both the original and duplicate Bond shall be treated as one and the same.
All Bonds shall be held and owned upon the express condition that, to the extent
pennitted by law, the foregoing provisions of this Section 306 are exclusive with respect to the
replacement and payment ofmutilated" destroyed, lost or stolen Bonds.
)
Section 307. Authentication of Bonds. Each Bond shall bear thereon a certificate of
autheirtication, substantially in the following form, duly completed and manually executed by the
Trustee:
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue designated therein and issued
under the provisions ofthe within mentioned Indenture.
as Tnrstee
By:
Title:
D ate
of Authentication
:
No Bond shall be valid or obligatory for any pwpose unless and until zuch certificate of
ben duly executed by the Tnrsteg and such certificate of the Trustee
upon any such Bond shall be conclusive evidence that zuch Bond has been duly authenticated
and delivered under this Master Indenture. The Tnrstee's certificate of authentication on any
Bond shall be dee,med to have been duly executed if signed by an authorized officer or signatory
authe,ntication shall have
I
34
of the Trustee, but it shall not be necessary that the sarne officer sign the certificate of
authentication on all of the Bonds that maybe issued hereunder at any one time.
308. Book Entry Bonds. (a)
Unle.ss othern'ise detennined in the Series
Indentrne authorizing the issuance of a Series, the registered Owner of all Bonds of such Series
shall be a Securities Depository and zuch Bonds shall be registered in the name of the nominee
for the Securities Depository.
Section
O)
The Bonds shatl be initially issued in the form of separate, single, authenticated
fully-registered Bonds in the amount of each se,parate maturity of the Bonds. Upon initial
issuance, the ownership of each such Bond shall be registered in the registration records kept by
the Trustee in the name of the nominee of the Securities Depository. The Tnrstee and the
Authority may treat the Securities Depository (or its nominee) as the sole and exclusive owner of
the Bonds registered in its name for the purposes of (l) payment of the principal or Redemption
Price of or interest on the Bonds, (2) selecting the Bonds or portions thereof to be redeemed, (3)
gving any notice permitted or required to be give,n to Owners under this Master Inde,nture or any
Series Inde,lrture, ( ) registering the tansfer of Bonds, and (5) obtaining any consent or other
action to be taken by Owners and for all other pu{poses whatsoever, and neither the Tnrstee nor
the Authority shall be affected by any notice to the contrary (except as provided in paragraph (c)
below). Neither ihe Tnrstee nor the Authority shall have any resporcibility or obligation to any
Participant any beneficial owner or any other Person claiming a beireficial ownership interest in
the Bonds under or through the Securities Depository or any Participant or any other Person
which is not shown on the regishation records of the Trustee as being an Owner, with respect to
the accuracy of auy rcords maintained by the Securities Depository or aoy Participant; the
palment to the Secwities Depository of any amount in respect of the principal or Redemption
Price of or interest on the Bonds; any notice which is pennitted or required to be given to
Owners under this Master Inde,nfine; the selection by the Securitie Depository or any Participant
of any Person to receive payment in the event of a partial redemption of the Bonds; or any
consent grven or other action taken by the Securities Depository as Owner. The Trustee shall pay
all principal and Rede,mption Price of and interest on the Bonds o'nly to or upon the order of the
Secr:rities Depository, and all zuch palments shall be valid and effective to fully satisfr and
discharge the Authority's obligations with respect to the principal, purchase price or Redenrption
Price of and intenest on the Bonds to the extent of the sum or suurs so paid. Except as provided in
paragaph (c) below, no Person other than the Securities Depository shall receive an
autheirticated Bond for each separate maturity evidencing the obligation of the Authority to make
palmeirts of principal or Redemption Price and interst pursuant to this Master Indenture. Upon
delivary by the Secruities Depository to the Trustee of uritten notice to the effect that the
Securities Depository has determined to zubstitute a new nominee in place of the preceding
nominee, the Bonds will be transferable to such new nominee in accordance with paragraph (f)
below.
(c)
Except with respect to Bonds bearing interest at an auction rate, in the event the
Authority determines that it is in the best interest of the Authoritynot to continue the book eirtry
system of hansfer or that the interest of the Owners might be adversely affected if the book entry
s)'steln of transfer is continue4 the Authority may notiff the Securities Depository and the
Trustee, whereupon the Securities Depository will notifr the Participants of the availability
]
35
through the Securities Depository
)
of Bond certificates. In such even! the Trustee
shall
authenticate, transfer and exchange Bond certificates as requested by the Secruities Depository in
appropriate amounts in accordance with paragraph (d) below. The Securities Depository may
detennine to discontinue providing its services with respect to the Bonds at any time by gving
notice to the Authority and the Tnrstee and discharging its reqponsibilities with respect thereto
under applicable law, or the Authority may determine that the Securities Depository is incapable
of discharging its responsibilities and may so advise the Securities Depository. In either such
event the Authority shall either establish its own book-eirtry $/steln or use reasonable efforts to
locate a successor Securities Depository. Under such circumstances (if there is no successor
Securities Depository), the Authority and the Tnrstee shall be obligated io deliver Bond
certificates as described in this Master Indenture and in accordance with paragraph (f) below. hr
the event Bond certificates are issue4 the provisions of this Master Indenture shall apply to such
Bond certificates in all respects, including, among other things, the hansfer and exchange of such
certificates and the method of paynent of principal or Rederrption Price of and interest on such
certificates. Whenever the Securities Depository requests the Authority and the Tnrstee to do so,
the Trustee and the Authority will cooperate with the Securities Depository in taking appropriate
action after reasonable notice (A) to make available one or more separate certificates evidencing
the Bonds to any Participant having Bonds credited to its account with the Securities Depository
or (B) to arrange for another securities depository to maintain custody of certificates evidencing
theBonds.
(d)
Notutithstanding any other provision of this Master Indenture to the contraq/, so
long as any Bond is registered in the natne of the nominee of the Securities Depository, all
palme'lrts with respect to the principal or Redernption Price of and interest on zuch Bond and all
notices with respect to such Bond shall be made and given, respectively, to the Securities
Depositoryas provided in its representation letter.
(e)
In connection with any notice or other communication to be provided to Owners
pursuant to this Master Indenture by the Authority or the Tnrstee or with respect to any consent
or other action to be taken by Ov'rneis of Bonds, the Authority or the Tnrstee, as the case may be,
shall establish a record date for such conseirt or other action aud grve the Securities Depository
notice of strch record date not less thm fifteen calendar dap in advance of such record date to
the exte,lrt possible. Such notice to the Securities Depository shall be given only when the
Securities Depository is the sole Owner.
(0
In the eve,nt that any transfer or exchange of Bonds is permitted under paragraph
(b) or (c) of this Section 308, zuch hansfer or exchange shall be accomplished upon receipt by
the Tnrstee from the registered Owner thereof of the Bonds to be transferred or exchanged and
appropriate insfuments of tansfer to the permitted tansferee, all in accordance with the
applicable provisions of this Master Inde,nture. In the eve,nt Bond certificates are issued to
Oqmers other than the nominee of the Securities Depository, or another securities depository as
Orner of all the Bonds, the provisions of this Master Indentrne shall also apply to, among other
things, the printing of such certificates and the methods of payrne,nt of principal or Rede,lnption
Price of and interest on such certificates.
@nd of Article
36
III)
ARTICLE TV
)
APPLICATION OF BOND PROCEEDS
Section 401. De,posits in Frmds and Ascounts. (a) To the exte,nt provided in the Series
Indenture authorizing a Series, the proceeds derived from the sale of such Series shall be
deposited in the appropriate accorurt of the Funds and Accormts designated in the Series
Indenture,
Accrued interest, if any, received upon the delivery of each Series shall be
deposited in a subaccount of the applicable Interest Account of the Debt Service Fund
established for that particular Series. The amount if ann received as a premium over the
principal amormt of such Series upon delivery of such Series shall be deposited in a subaccount
of the applicable Principal Account of the Debt Service Fund established for that particular
Series unless otherwise specified in the Series Indenture authorizing such Series.
O)
(c) If required by a Series Indenturg there shall be deposited in an Account of the
Debt Service Reserve Frmd an amount sufficie,nt, together with other available moneys of the
Authority and the available amount of any Reserve Alternative Instrument therein" to cause the
amount on deposit in such Account to equal the Debt Service Rese,rrre Requirement applicable to
the related Series of Bonds, if any. Nothing in this paragaph (c) shall preveirt the creation in one
or more Series Indeirtures of a common Account in the Debt Senrice Reserve Fund for two or
more Series of Bonds issuedpursnrant to such Series Inde'ntures.
(d)
\
The arnoun! if any, specified in a Series Indenture to be deposited as capitalized
interest on Bonds of the Series authorized by such Series Indenture shall be deposited in a
subaccount of the applicable Interest Account of the Debt Senrice Fund established for that
particular Series.
(e)
There shall be deposited in an account of the Acquisition Fturd an amount
zufficient to pay Costs of Issuance for any Series as are not otherudse provided for.
@nd ofArticle IV)
37
ARTICLE V
)
ESTABLISHMENT OF FUNDS A}ID ACCOUNTS;
APPLICATION OF PLEDGED ASSETS
Section 501. Establishment of Funds and Accounts. (a) There are hereby created and
established the following Funds and Accounts to be held and maintained by the Trustee for the
benefit ofthe Owners:
(l)
@
(3)
Acquisition Fund
RevenueFund
Debt Senrice Fund
Senior Lien Interest Account
Se,nior Uen Principal Account
Subordinate Uen Interest Account
Subordinate Lien Principal Accormt
Junior Subordinate Lieir Interest Account
Junior Subordinate Lien Principal Account
(4)
Debt Senrice Reserve Fund
(b)
There is hereby created and established the Rebate Fund to be held and
maintained by the Trustee in which neither the Authority (except as provided in Section 50a(a)
nor the Owners have any righg title or interest.
(c)
The Trustee is hereby authorized for the prrrpose of facilitating the adrrinishation
of the Trust Estate and for the adminishation of any Series issued hereunder to create accounts or
subaccounts in any of the various Funds and Accounts established hereunder or any additional
Funds or Accounts which are deerred necessary or desirable; provided however, that the
obligation of the Authority to provide for the Funds and Accounts described in paragraphs (a)
and (b) of this Section 501 is not altered or anended.
Section 502. Acquisition Fund. (a) The Trustee shall from rime to time pay ou! or
permit the withdrawal o{, monela credited to the Acquisition Fun4 free and clear of any lie,n,
pledge or assignment in trust created hereby, for the pqpose of payng in the mzumer herein
authorized any Costs of Issuance, for which provision is not otherwise made, upon reeipt by
said Trustee of a writteir requisition zubstantially in the form of Exhibit A hereto signed 6V ui
Authorized Officer stating that the amount to be paid from such Fund pursuant to such
requisition is a proper charge thereon" and stating with respect to each paymeltt to be made: (l)
item forwhich payne,nt is to be made, (2) the name of the Person towiiom the payment is to
lhe
be made, and (3) the amount to be paid. Upon receipt of each zuch requisition properly drawn,
the Trustee shall deliver a check or draft, or send funds by wire tansfer, drawn upon the
Acquisition Fund for the payment of each item.
38
l
O)
From the proceeds of each Series, there shall be deposited into the Acquisition
Fund the amotmts, if any, required by Section 401 of this Master Indenture or, as specified in the
related Series Indenture.
Except as otherwise specifically directed herein or in any Series Indenture, amounts in
the Acquisition Fund shall be expended md applied, upon Authority Order on behalf of the
Deparhent, only for State Transportation Frojects and Costs of Issuance. Authority Orders may
include requisitions of moneys in amounts certified by the Deparhent as necessary to meet
anticipated expeirditures for State Transportation Projects. In the event an Authority Order is not
or cannot be made available in a timely fashion to meet payment deadlines for expe,nditures for
State Transportation Projects, the Trustee is authorized to accept substantially similar orders
from the Commission or the Department for disbursements from Acquisition Fund.
The Authority may, at any time upon Authority Order, direct the Trustee to transfer any
mone)€ in the Acquisition Fund to the Revenue Fund or to any other Fund or Account
hereunder.
Reveirue Fund. (a) (i) All moneys received by or on behalf of the
Authority from Pledged Rwenues in accordance with Section 67-3-59.3, NMSA 1978, and in
accordance with procedures established from time to time by the Authority with the Commission
Section
503.
and the Departnent for payment of Obligations, Repaynent Obligations, od State
Transportation kogram Expe,nses, (ii) any monq/s received as Counterparty Palments, and (iii)
any moneys transf€rred from auy other Fund or Account herermder for deposit to the Revenue
Fun4 shall be deposited promptly to the credit of the Revenue Fund. There may also be paid into
the Revenue Fund, at the option of the Authority, any moneys received by the Authority from
I
any other source.
(b)
As of the first Business Day of each calendar montlr" except as specifically
provided below and unless specifically provided to the confrary in a Series Indenturg the Trustee
shall withdraw from the Rwenue Fund an4 to the extent that there are amounts in the Revenue
Fund available therefor, deposit to the credit of the following Frmds and Accounts the following
amounts in the following order of prioritn the requirements of each zuch deposit (including the
making up'of any deficiencies resulting from lack of amounts in the Revenue Fund sufficient to
make any earlier required deposit) at the time of deposit to be satisfied" and the results of such
satisfaction being taken into accormt before any deposit is made subseqtrent in priority (any
money not so deposited to remain in the Revenue Fund until subsequently applied pursuant to
this Section 503(b)):
(A) First on each Dwember l, or the first Business Day thereafts, to the Rebate
Fun4 an amount to be calculated by the Authority which, when addd to the amount already
within the Rebate Frm4 will equal the arrouot determined by the Authority to be required to be
on deposit therein.
(B)
Secon4 !o the Senior Lieir Interest Accormt, an amount zuch that, if the same
amounts are so paid and credited to the Seirior Lien Interest Account on the same day of each
)
39
succeeding calendar month thereafter prior to the next Interest Paynent Date, the aggregate of
the arnounts so paid and credited to the Senior Uen Interest Account, when added to any amount
on deposit in the Se,nior Lie,n Interest Account for zuch purpose on the day of the calculation,
would on such Interest Palm.ent Date be equal to the interest on all Outstanding Senior Lien
Bonds and any related Repalment Obligations for a Credit Enhance,ment Facility or a Liquidity
Facility secured on a parity with the Se,lrior Lien Bonds accrued and unpaid as of such date,
provided, however, that in order to elrsure that the Senior Lien Interest Account is neither
overfunded nor underfunded for all Senior Lien Bonds Outstanding (gving due regard to the
differeirt paym.eirt intervals for the various Se,nior Lien Bonds), the Trustee shall, not later than
the tenth day of each calendar month, eruilre that the amormt so bansferred to the Se,lrior Lien
Interest Account reflects the amount of interest actually accrued in the prior calendar month for
each Series of Senior Lien Bonds and the amount acfuatly accrued in the prior calendar month
for each such related Repalment Obligation for a Credit Enhance,ment Facility or a Liquidity
Facility. In the event that differeirt Interest Pa1'me,nt Dates are established in respect of different
Series of Se,nior Lien Bonds, deposits in the Senior Lien Interest Account shall be made in
accordance with the foregoing calculation applied separately to each such different Series.
(C) Third, to the Senior Lien Principal Account, whenever a Principal Installment of
Senior Lie,n Bonds (and related Repayme,nt Obligations for a Credit Enhancement Facility or a
Liquidity Faciliry) is to fall dus within one year of the date of transfer, an amount zuch that, if
the same arnounts are so paid and credited to the Senior Lien Principal Account from the same
source on the same day of each succeeding cale,ndar month thereafter prior to the next day upon
which a Principal Installment on Senior Lien Bonds (and related Repalment Obligations for a
Credit Enhancemeirt Facility or a Liquidity Facility) is dug the aggregate of the amounts so paid
and credited to the Principal Account, when added to any arnount on deposit in the Senior Lien
Principal Account for such prupose on the day of the calculation, would on such Principal
Installment Date be equal to the amount of all accrued and uryaid Principal Installments on
Seirior Lien Bonds (and related Repayment Obligations for a Credit Enhancement Facility or a
Liquidity Facility) as of zuch date. In the event that different dates (within one year of the date of
bznsfer) on which zuch Principal Installments fall due are established in respect of different
Series of Se,nior Lien Bonds (and related Repayrnent Obligations for a Credit F.nhanceme,nt
Facility or a Liquidity Faciliry), deposits in the Se,nior Lien Principal Account shall be made in
accordance with the
calculation applied separately to each such differe,lat Series. There
may also be deposited to the Senior Lien Principal Account, wheirever such Se,nior Lien Bonds
have bee,n duly called for rede,mptioq an amormt equal to the piincipal amount of Senior Lien
Bonds to be redeemed on such Redemption Date.
(D)
Fouth, (i) to the Accounts of the Debt Sereice Reserve Frmd established in any
Series Indenture for a related Series of Senior Lien Bonds, so much as may be required so that
the anounts in each Account therein shall equal the Debt Service Resenre Requirement for the
related Senior Lien Bonds the,n Outstanding and for which an Account in the Debt Senrice
Reserve Frmd has been established, and (ii) on a parity with the transfer under subparagraph (i)
of this paragrryh (D), to the paynent of related Repalment Obligations for Reserve Alternative
Insfuments for Se,nior Lien Bonds.
N
(E) Fifth, to the Subordinate Lieir Interest Account, an arnount zuch that, if the same
amounts are so paid and credited to the Subordinate Lien Interest Account on the sarne day of
each zucceeding calendar month thereafter prior to the next Interest Paynent Date or Qualified
Exchange Agree,me,lrt Payment Date, the aggregate of the amounts so paid and credited to the
Subordinate Lien Interest Account, when added to any amormt on deposit in the Subordinate
Lien Interest Account for zuch purpose on the day of the calculation, would on such Interest
Payment Date or Qualified Exchange Agreeinent Payment Date be equal to the interest on all
Outstanding Subordinate Lien Elonds, any related Repayrrent Obligations for a Credit
Enhanceme,nt Facility or a Liquidity Faoility and any Authority Exchange Payment (other than
any Exchange Terrnination Palaneirt) secured on a parity with the Subordinate Lien Bonds
accnred and unpaid as of such date; provided, however, that in order to ensure that the
Subordinate Lie,n Interest Account is neitheroverfrrnded orrmderfunded for all Subordinate Lien
Obligations Outstanding (gving due regard to the differerrt payment intervals for the various
Subordinate Lien Obligations), the Trustee shall, not later than the tenth day of each cale,lrdar
month, ensure that.the amount so transferred to the Subordinate Lien Interest Account reflects
the amount of interest actually accrued in the prior calendar month for each Series of
Subordinate Lie,n Bonds and the amount actually accrued in the prior calendar month for each
such related Repalment Obligation for a Credit Enhancement Facility or a Liquidity Facility and
Authority Exchange Payment (other than an Exchange Terrrination Palme,nt). In the event that
different Interest Palmeirt Dates are established in respect of different Series of Subordinate Lien
Bonds, deposits in the Subordinate Uen Interest Account shall be made in accordance with the
foregoing calculation applied separately to each such different Series.
)
(F) Sixtb to the Subordinate Lien Principal Accouot, whenever a Principal
Installment of Subordinate Lien Bonds is to fall due within one year of the date of transfer, an
anount such that if the same amormts are so paid and credited to the Subordinate Lien Principal
Account from the same source on the same day of each succeeding calendar month thereafter
prior to the next day upon which a Principal Installnent on Subordinate Lien Bonds (and related
Re,payrnent Obligptions for a Credit Enhanceme,nt Facility or a Liquidity Facility) is due, the
aggregate of the amounts so paid and credited to the Subordinate Lien Principal Account, whe,n
added to any amount on deposit in the Subordinate Lien Principal Account for such purpose on
the day of the calculation, would on such Principal InstallmentDate be equal to the amount of all
accrued and unpaid Principal Installments on Subordinate Lien Bonds (and related Repaymeirt
Obligations for a Credit Enhance,ment Facility or a Liquidity Facility) as of such date. In the
event that different dates (within one year of the date of hansfer) on which such Principal
Installments fall due are established in respect of different Series of Subordinate Lien Bonds (and
related Repaynent Obligations for a Credit Enhancement Facility or a Uquidity Facility),
deposits in the Subordinate Lien Principal Account shall be made in accordance with the
foregoing calculation applied separately to each such different Series. There may also be
deposited to the Subordinate Lien Principal Account whe,lrever such Suborrdinate Lien Bonds
have bee,n duly called for redemption, an amount equal to the principal amount of Subordinate
Lien Bonds to be redee,med on such Redemption Date.
(G)
Swenth, (i) to the Accounts of the Debt Sernice Reseive Fund established in any
Series Indenture for a related Series of Subordinate Lie,n Bonds, so much as rnay be required so
that the amounts in each Account shall equal the Debt Service Reserve Requirement for the
4l
)
relatd Subordinate Lien Bonds then Outstanding and for which an Account in the Debt Service
Reserve Fund has been established, and (ii) on a parity with the transfer under zubparagraph (i)
of this paragaph (G), to the palure,nt of related Repalmeirt Obligations for Reserve Alternative
Instnrments for Subordinate Lien Bonds.
GI)
Eighth, to the Authority, at any time, upon Authority Order direting the same,
moneys zufficient to pay State Transportation Program Financing Expenses actually incurred or
accrued.
(D
Ninth, to the Junior Subordinate Lien Interest Account, an amouut such that, ifthe
same amounts are so paid and credited to the Junior Subordinate Lien Interest Accotrnt on the
same day of each succeeding calendar month thereafter prior to the next Interest Payinent Date
or Qualified Exchange Agreement Palmrent Date, the aggregate of the amounts so paid and
credited to the Junior Subordinate Lie,n Interest Account, when added to any amount on deposit
in the Junior Subordinate Lien Interest Account for such purpose on the day of the calculation,
would on such Interest Payment Date or Qualifid Exchange Agree,ment Palmeirt Date be equal
to the interest on all Outstanding Junior Subordinate Lie,n Bonds, related Repalment Obligations
for a Credit Enhancement Facility or a Liquidity Facility and any Authority Exchange Payrne,lrt
(other than any Exchange Termination Payment) accrued and unpaid as ofsuch date; provided,
however, that in order to ensure that the Junior Subordinate Lien Interest Account is neither
overfirnded or underfunded for all such Junior Subordinats Lien Obligations Outstanding (gving
due regard to the different payneirt intervals for the various Junior Subordinate Lie,n
Obligations), the Tnrstee shall, not later than the te,nth day of each calendar month, ensure that
the amount so hansferred to the Junior Subordinate Lien Interest Account reflects the amount of
interest actually accrued in the prior calendar month for each Series of such Bonds and the
amount acfually accrued in the prior calendar month for each such related Repayment Obligation
for a Credit Enhancement Facility or a Liquidity Facility and Authority Exchange Payment. In
the event that di{ferent Interest Paynent Dates are established in respect of different Series of
such Junior Subordinate Lien Bonds, deposits in the Junior Subordinate Lien Interest Account
shall be made in accordance with the foregoing calculation applied separately to each zuch
ditrerent Series.
(J)
to the Junior Subordinate Lien hincipal Accormt whenever a Principal
Installment of Junior Subordinate Lien Bonds is to fall due within one yeir of the date of
transfer, an amount such that if the same emounts ire so paid and credited to the Junior
Subordinate Lien Principal Account from the same soutrce on the sarne day of each succeeding
Te,lrth,
calendar month thereafterpriorto the next day upon whish a Principal Installment on such Junior
Subordinate Lien Bonds (and related Repaynent Obligations for a Credit Enhancement Facility
or a Liquidity Facility) is due, the aggregate of the arnounts so paid and credited to the Junior
Subordinate Lien Principal Account when addd to any amount on deposit in the Junior
Subordinate Lien Principal Account for zuch pqpose on the day of the calculation, would on
such Principal Installment Date be equal to the amount of all accrued and unpaid Principal
krstallments of zuch Jrmior Subordinate Lieir Bonds (and related Repalmeirt Obligations for a
Credit Enhancement Facility or a Liquidity Facility) as of such date. In the event that different
dates (within one year of the date of transfer) on which such Principal Installments fall due are
established in respect of different Serie,s of such Bonds (and related Repayment Obligations for a
)
42
Credit Enhancement Facility or a Liquidity Facility), deposits in the Junior Subordinate Lie,n
Principal Account shall be made in accordance with the foregoing calculation applied separately
to each zuch dilferent Series. There shall also be deposited to the Junior Subordinate Lien
Principal Account (i) amounts necessary to make any Exchange Termination Payne,nt when
due (ii) amounts necessary to collateralize the Authority's obligations under any Qualified
Exchange Agreeme,nt (iii) any loss amounts or termination palments owed by the Authority to a
provider of an Invetment Security described in paragraphs CI), G) or (l) in the definition of
Inveshent Securities in Section 101 hereof, and (rv) may also be depositd to the Junior
Subordinate Lien Principal Account whe,never such Junior Subordinate Lien Bonds have been
duly called for redemption, an amount equal to the principal amount of Junior Subordinate Lien
Bonds to be redeemed on zuch Redemption Date.
(K)
Eleve,lrth, (i) to the Accounts of the Debt Service Reserve Furd established in any
Series Indenture for a related Series of Junior Subordinate Lien Bonds, so much as may be
rquired so that the amounts in each Account shall equal the Debt Senrice Reserve Requirement
for the related Junior Subordinate Lien Bonds then Outstanding and for which an Account in the
Debt Service Reserve Frmd has been establishe4 and (ii) on a parity with the transfer under
subparagraph (i) of this paragraph K), to the papnent of related Repaynent Obligations for
Reserve Altemative Instnrments for Junior Subordinate Lien Bonds.
(c)
For purposes of paragraphs (B), (C), (E), (F), (t) and (J) above, if at any
time there are insufficient mone5rs for all of the palments required to be made pursuant to any
such paragraph for all Series of Bonds, Repalm'rent Obligations and, except with respect to
paragraphs (B) and (C), Qualified Exchange Agreernents, the mone5ru available shall be allocated
among the payrre,nts on such Series of Bonds, Repaprent Obligations and Qualified Exchange
Agreernents ratably based upon the respective arnounts of the payments then due, in accordance
with their rapetive lien priorities.
(d)
For purposes of paragraphs (B), (E) and (D above, moneys
in
any
respective Interest Account in excess of the amount necessary to pay the interest actually accrued
in the prior cale,ndar month for the related Series of Bonds, Repayment Obligations and, except
with respect to paragraph @), Authority Exchange Palm.e,nts shall be credited toward the Interest
Palme,nt coming due on the next Interest Payment Dale.
Section 5M. Application of Monela in Other Funds and Accounts. (a) Rebate Fund.
To the exte,nt required by Section 606, all of the amounts on deposit in the Funds and Accounts
created and established pursuant to Section 501 and all arnounts pledged to the payment of Debt
Service for the Bonds pursuant hereto, (i) shall be invested in compliance with the procedures
established by the relevant Tan Certificate, and (ii) to the exte,nt required by such Tax Certificatg
the investment earnings thereon shallbe deposited ftom time to time into the 4propriate Rebate
Account for timely payme,nt of all amounts due and owing to the United States Departnent of
the Treasury. Amounts on deposit in the Rebate Fund shall not be srbject to the lien and pledge
of this Master Indenture to the extent zuch amounts are required to be paid to the United States
De,partnent of the Treasury. The Authority shall veriff or c:use to be verified fiom the date of
delivery of each Series the interest on which is intended to be orcluded from the gross income of
the Owners thereof for federal income tCI( purposes that (x) all ofrequirerne,nts of this subsection
43
)
(a) have been met on a continuing basis, (y) the proper amormts are deposited into each Rebate
Account and (z) the timely payment of all amounts due and owing to the United States
Departuent of the Treasury from each Rebate Account has beeir made. Upon receipt of a
verification report from an accounting or investnent consultant retained for such purpose or an
opinion of Bond Counsel that the balance in any Rebate Account is in excess of the amount
required by the relevant Tax Certificate to be included therein, zuch excess shall be transfe,lred to
the Revenue Fuod, Records of the determinations made with respect to the above covenant and
the Rebate Frmd shall be retained by the Authority until six years after the retirement of all of the
Bonds.
(b) Interest Accounts. Monela in each respective Interest Account shall be applied to
pay interest on the related Bonds and any Repayment Obligations and Authority Exchange
Paynents (other fhan Exchange Terrrination Palmre,nts) relating thereto.
(c)
Principal Accounts. Monela in each respective Principal Account shall be
applied to pay Principal Installments on the related Bonds and any Repayment Obligations
relating thereto an4 in the Junior Subordinate Lien Principal Account, to pay any Exchange
Termination Payments or amounts necessary to collateralize the Authoritls obligations under
any Qualified Exchange Agreement.
)
(d) Debt Seryice Reserve Fund: Series Reserve Accounts. I4 on any date that
principal of or interest on Senior Lien Bonds of any Series is due and payable, there are
insufficieirt mone)E in the respective Principal Account or Interest Accoun! as the case may be,
to make the required paynent then monela, if any, in the Account of the Debt Service Ree1ve
Fund created by the Serie.s Inde,nture for the Seirior Lien Bonds of such Series shall be applied to
pay the principal of and interest on such Senior Lien Bonds then due and payable. If, on any date
that principal of or interest on Subordinate Lien Bonds of any Series is due and payable there are
inzufficient mone)rrs in the respective Principal Account or Interest Acoour! as the case may be
to make the requircd paymenf then moneys, if any, in the Account of the Debt Senrice Reserve
Ftmd created by the Series Indenture for Subordinate Lien Bonds of such Series shall be applied
to pay the principal of and interest on such Subordinate Lien Bonds then due and payable. If,, on
the date that principal of or interest on funior Subordinate Lien Bonds of any Series is due and
payable there are insufficient moneys in the respective Principal Account or Interest Account, as
the case may bg to make the required paymen! then moneys, if any, in the Account of the Debt
Sernice Reserve Fund created by the Series Indeirture for the Junior Subordinate Lien Bonds of
such Series shal !s ryplied to pay the principal of and interest on zuch Junior Subordinate Lien
Bonds then due and payable. Moneys shall in no event be transferred to or maintained in any
Account of the Debt Service Rcerve Fund in excess of the Debt Service Reserve Requiremeirt
for the related one or more Series of Bonds. Any moneys in excess of the Debt Service Reserve
Requirement if any, for any related Series shall be forthwith transfered to the Revenue Fund. If
at anytims (i) the balance in any Account of the Debt Service Reserve Fund, togetherwith other
available moneys and Inveshent Securities in the Tnrst Estate, shall be sr'fficient to pay all
related Series of Bonds Outstandin& and (ii) all zuch related Series of Bonds Outstanding are
the,n zubject to redeinption or other palmen! then such balance in the related Account of the
Debt Service Reserve Fund may be applied upon Authority Order to the rede,lnption or paymeirt
of all the related Series ofBonds Outstanding
u
(e)
General. Notwithstanding any provision hereof pertaining to the application of
moneys in any Fund or Accounl upon palmrent of all Repaynent Obligations and defeasance of
all Obligations and discharge of this Master Indenture pursuant to the prcvisions of Section 1101
hereof, amounts remaining on deposit in all Fmds and Accounts (except the Rebate Fund) shall
be paid over to the Authority.
Section 505. Effect of Rederrptions on Mandatorv Sinkine Fund Installments. Upon
any redeinption or purchase of Bonds of any Series and maturity for which Mandatory Sinking
Fund Installments have beeir ctablishe{ there shall be credited toward each such Mandatory
Sinking Fund Installme,nt thereafter to become due an amount beming the same ratio to such
Mandatory Sinking Fund Installment as the total principal arnormt of such Bonds so purchased or
redeemed bears to the total anrormt of all such Mandatory Sinking Fund Instaltnents to be
credited. I{, however, there shall be filed with the Tnrstee by an Authorized Officer written
instructions speciSing a different method for crediting Mandatory Sinking Fund Installments
upon any such purchasie or rede,mption of Bonds, then zuch Mandatory $inking Fund
Installmeirts shall be so crdited as shall be provided in such instnrctions. The portion of any
such Mandatory Sinking Frmd Installment remaining after the deduction of any zuch amounts
credited towards the same (or the original amount of any zuch Mandatory Sinking Fund
Installment if no such arnounts shall have been credited toward the same) shall constitute the
rmsatisfied balance of such Mmdatory Sinking Fund krstallment for the purpose of calculation of
Mandatory Sinking Fund Installnents due on a future date.
Section 506. Inveshent of Funds and Accounts. (a) Monela in each Fund and
Account shall be invested at the writteir direction of the Authority, consistent with the required
uses of such moneyrs, in Investnent Securities. Investu€,nt Securities are deemed to be part of the
Fund or Account for which purchased or to which such Investment Securities are subsequently
hansfemeq and eamings, sains and losses on Inveshent Securities are to be crdited or charged
to the Fund or Account for which the Inveshnent Securities were purchased or to such Funds or
Accormts to which zuch Inveshent Securities are zubsequently fransferred. Eanrings oq and
profit or loss with reqpect to, the investnents in the Rebate Fund shall be credited to or charged
against the Rebate Fund.
O)
In computing the amormt in my Fund or Account held by the Trustee
under the provisions of this Master Indenture, obligations purchased as an invesfinent of moneys
therein shall be valued at their Value.
(c)
Except as otherwise provided herein, the Trustee shall sell at the best price
obtainable, or preseirt for redemption, my obligation so purchased as an investme,nt whe,never it
shall be requested in writing by m Authorized Officer so to do or whenever it shall be necessary
in order to provide mone3n to meet anypayrnent or tansfer from any Fund or Account held by
it.
It shall not be necessary for my Palng Agent to give secuity for the
deposit of any mone)rs with it held in trust for the payment of principal of or Rede,mption Price,
if any, or interest on anyBods.
(d)
45
(e)
The Trustee shall advise the Authority in writing on or before the fifth
Business Day of each calendar month, or as soon thereafter as practicable, of all investnents
held for the credit of each Fund and Account in its custody under the provisions of this Master
Indentme as of the end of the preceding month.
(0
Except for amounts invested in investue,nt contracts or in other
Investnent Securities which shall be subject to redemption at any time at face value by the
holder thereof, at the option of such holder, amounts in the Funds and Accormts shall be invested
in Invesfuent Securities which shall mature at orbefore the time such emounts are required to be
used pursuant to this Master Indelrture.
_l
Section 507. Monela Held in Trust. All moneys which the Trustee shall have
withdrawn or set aside for the purpose of paying any of the Obligations hereby secured" either at
the maturity thereof or upon call for redemption, shall be held in tnrst for the respective Owners
of such Obligations and such moneys shall not be subject to lie,n or attachment by any creditor of
the Authority or the Trustee. Any monep which shall be so set aside by the Trustee and which
shall reurain rmclaimed by the Owners of zuch Obligations for the period of three years after the
final maturity date on zuch Obligations, or, if less, the ma:rimum time provided by the laws of
the State prior to escheat to the State, shall be paid to the Authority or to such officer, board or
body as may then be entitled by law to receive the samg and thereafter the Owners of such
Obligations shall look only to the Authority or to zuch officer, board or body, as the case may be,
for palm.ent and then only to the extent of the amounts so received without any interest thereon,
and the Tnrstee shall have no responsibility with respect to zuch mone)rs. All interest earned on
the investnent of such amounts shall be paid to the Authority as and when received by the
Tntstee, free and clear of the lien of this Master Indenture. Any such mone)Ns held by a Paying
Agent for the payment of Obligations which have not been used for such purpose shall be
remitted by the Payrng Agent to the Trustee within 30 dafa of the Payrng Agent's receipt thereof.
Section
508. Use of Available Funds. Nothing in this Master Indenture shall be
constnted to prevent the Authority from depositing in any Fund or Account created under the
provisions of this Master Indenture any moneys legally available to the Authority for such
deposit.
@nd
ofArticle V)
M
ARTICLE VI
PARTICULAR COVENANTS OF TITE AUTHORITY
Section 601. Effect of Covenants. The Authority hereby particularly covenants with
the Owners and makes provisions which shall be a part of the contract with such Owners, to the
effect and with the purposes set forth in the following Sections ofthis Article VI.
Section 602. Payme,nt of Obligations. The Authority shall duly and punctually pay or
cause to be paid (but only from the Trust Estate), the principal (or, if Bonds have been duly
called for redemption" the Redemption Price) of each and every Obligation and the interest
thereon, at the dates and places and in the manner mentioned in zuch Obligation according to the
tue intent and meaning thereof. On each Interest Payment Date, Principal Installment Date or
Qualified Exchange Agreement Payment Date, as applicable, the Trustee shall hansfer to the
Payrng Agent from the respective Interest Account and the Principal Account sums sufficient to
pay the interest on md/or principal of and premiurn, if any, on the Bonds and any Authority
Exchange Paymrents due on such date. In the event that such transfer has not been effected prior
to noon on t}re Interest Payment Daie, Principal Installment Date or Qualified Exchange
Agreement Payment Date, as applicable, the Paying Agent shall imrnsdiately notiff the Trustee.
Section 603. Offices for Servicing Bonds. The Authority shall at all times cause to be
maintained an office or ag€,llcy where Bonds may be presented for registration, transfer,
exchange or payment and where notic6, prese,ntations and demands in respect ofthe Bonds or of
this Master Indenture may be served. The Authority hereby appoints the Tnrstee as ageirt to
maintain zuch office or agellcy for the registration, tansfer or enchange of Bonds, and for the
seniice of such notices, prese,ntations and demands. The Authority hereby appoints the Paying
Agent as agent to maintain such offices or agencies for the payment of Bonds.
Section 604. Further A*ssurances. At any time and at all times the Authority shall pass,
makg do, execute, acknowledge and deliver, all and every such further resolutions, indentures,
acts, deeds, sonveyanges, assignments, hansfers and assurances as may be necessary or desirable
for the better assuring conveying granting assigning and confinring all and singular the rights,
assets and reveirues pledged or assigned hereunder, or intended so to be, or which the Authority
may hereafter become bound to pledge or assign.
Section 605. Protection of Securitlc Power to Issue Bonds and to Pledge Revenuqs and
OtherFunds: Indenttre to Constitute Contract. The Authority is duly authorized pursuant to tle
Act to issue the Bonds, to e,nter into Qualified Exchange Agreeme,nts (with such prior approvals
required by the laws of the State) and this Master Indentme, to pledge the Pledged Revenues and
the Tnrst Estate, and to obtain mone)6 from the State Road Fund to make all payrrents
contemplated by this Master Indenture aud each Series Indenture in the marmer and to the extent
provided herein. The Obligations and the provisions of this Master Indenture and each Series
Indenture are and will be valid and legally e,nforceable obligations of the Authority in accordance
with their respective terms. The Authority shall at all times, to the exte,lrt peirritted by law,
defe,n4 preserve and protect the pledge of the Pledged Revenues and the Trust Estate and all the
rights of the Oqm€rs hereto against a claims and demands of all Persons whomsoever.
In consideration of the purchase and acceptance of the Obligations by those who shall
own the same from trme to time, the provisions of this Master Indenture shall be a part of the
47
_
-\
conmct of the Authority with the Owners and shall be deemed to be and shall constitute a
contract among the Authority, the Trustee and the Owners.
Section 606. Ta:r Cove,nants. The Authority cove,nants for the benefit of the Owners of
each Series the interest on which is intended to be excluded from the gross income of the Owners
thereof for federal income ta:r purposes that it will not take any action or omit to take any action
with respect to such Bonds, the proceeds thereof or any other frmds of the Authority if such
action or omission would cause the interest on such Bonds to lose its exclusion from gross
income for federal income ta:r purposes under Section 103 of the Code, would subject the
Authority to any penalties rmder Section 148 of the Code, or would cause such Bonds to be
'federally guarauteed" within the meaning of Section 149(b) of the Code. The foregoing
full force and effect notwithstanding the pap'rent in full or defeasance
of such Bonds until tlie date on which all obligations of the Authority in fulfilling the above
covenant undq the Code have been met. The Authority shall execute and deliver from time to
time such certificates, instnrmeirts and docrmre,nts as shall be deemed necessary or advisable to
evidence compliance by the Authority with said Code sections and the regulations thereunder
with respect to the use of the proceeds of such Bonds and any other funds of the Authority. Such
covenants shall remain in
certificates, instruments and documents may contain zuch stipulations as shall be necessary or
advisable in connection with the stated pr{pose of this Section 606 and the foregoing provisions
hereo{, and the Authority and the Tmstee hereby covenant and agree to comply with the
provisions of any such stipulation tbroughout the term of such Bonds.
Section 607. Books of Accounl Annual Audit. The Authority shall cause to be kept
and maintained pro'per books of account relating to the fimds and accormts established
)
Master Inde,lrture, in which full, tnre and correct entries will be rirade, in
with
generally accepted accounting principles, of all hansactions of or in relation to
of
the Authority with respect to the funds and ascounts established under this
and
after the end of each Fiscal Year shall cause such books of accormt to be qrrdited by a certified
public accountant or firm of such accountants duly licensed to practice..ana practicing as such
under the laws of the State, selected by the Authority, who is indgpendent and not under the
domination of the Authority, who does not have any substmtial iltdrest, direct or indirect, in the
Authority, which audit shall be completed as sq)n as possible.4fter the end of each Fiscal Year
but in my event within 270 days thereafter. A copy of egcfi annual balance sheet statemelrt of
net assets, statement of revenues and expenses, and,'itatement of cash flows, showing in
reasonable detail the financial condition of the Funds ahd Accounts established under this Master
Indenture, as of the close of each Fiscal Year, and summalizlrngin reasonable detail the income
and expe,nses for the Fiscal Year, shall be filed promptly with the Tnrstee and shall be available
for inspection by any Owner at the offce of the Trustee designated for such purposes during
normal business hours.
Section 608. Compliance with Conditions Precedqrt. Upon the date of issuance of any
of the Bonds, all conditions, acts and things required by law or by this Master Inde,lrture or a
Series Indenture to exrsl, to have happened or to have been performed precede,lrt to or in the
issuance of such Bonds shall exist, shall have hrypened and shall have been performe4 and zuch
Bonds, together with all indebtedness of the Authority, shall be within every debt and other limit
prescribed by law.
Section 609. Waiver of Iaws. To the extent permitted by law and public policy, the
Authority shall not at any time insist upon or plead in any mannbr whatsoever, or claim or take
48
wr'b
the benefit or advantage of any stay or extension law now or at any time hereafter in force which
)
may affect the covenants and agreements contained in this Master Indenture, any Series or
Supplemental Indenture, or the Obligations, and all beirefit or advantage of any such law or laws
is hereby expressly waived by the Authority.
Section 610. Extension of Pa),ment of Bonds. The Authority shall not directly or
indirectly extend or assent to the exte,nsion of the maturity of any of the Bonds or claims for
interest by the purchase or funding of such Bonds, or claims for interest by any other
arrange,ment.
Except for the
Securitylnterestin and Lien on the TrustEstate. (a)
lien and pledge of this Master Indenture as described herein, and any other liens expressly
authorized under this Master Inde,nture, the Authority will not cause or permit all or any part of
the Trust Estate, including but not limited to the Pledged Revenues and the Funds, to become
subject to any consensual or non- consensual lien or e,ncumbrance.
Section
6ll.
(b)
Except as provided in this Master Indeirture and except as permitted by
laws of the State with regard to the actions of the Commission, the Authority has not voluntarily
encumberd and has not authorized any other parly to encumber, all or any part of the Tnrst
Estate, and the Authority has not knowingly permitted any party other than the Trustee to obtain
or maintain any lieir or encumbrance on all or any part of the Tnrst Estate.
(c)
Except for the lien and pledge of this Master Indenture as described
herein, the Authority has no knowledge, and has not received any notice, that any party other
than the Trustee, on behalf of the owners of the Obligations, has or claims to have any security
interest or other lien on all or any part of the Trust Estate.
)
Section 612. Credit Enbancement Facilities and Liquidity Facilities. The Authority
may from rime to time enter into or obtain the beirefit of any Credit Enhance,ment Facilities
and/or any Liquidity Facilities with respect to any Bonds of any Series, and may include such
provisions as are requird necessary or convenient in connection with such Credit Enhancement
Facilities and/or any Liquidity Facilities in the Series Indenture pursuant to which such Bonds
are issued-
(End ofArticleVD
49
ARTICLE Vtr
SUPPLEMENTAL INDENTTJRES
Section 701. Modification and Amendment Without Cons€nt. Notwithstanding any
other provisions of this Article Vtr, the Authority may, from time to trme and at any timq
without the consent of or notice to any Omer, enter into such inde,lrtures supplemental hereto
which, in the opinion of the Trustee, who may rely upon an opinion of Counsel, shall not
materially and adversely alfect the interest of the Owners (which Supplemeirtal Indentures shall
thereafter fomt a part hereof) in order:
(a)
to add to the cove,nants and agreements of the Authorig in this Master
Indenture other covenants and agreernents thereafter to be observed by the Authority;
(b)
to surrender aoy right, power or privilege
rese,nred
to or confe,lred upon
the Authority by the terms of this Master Indenture;
(c)
to confirm as firther assilrance any pledge rmder and the subjection to any
lien, claim or pledge created or to be created by the provisions of this Master Indenture;
(d)
to grant to or confer upon the Trustee for the benefit of the Owners any
additional rights, remedies, powers, authority or security that may lawfully be granted to or
confered upon the Owners or the Trustee;
(e)
to include as Pledged Reve,nues or money undern and zubject to the
provisions o{, this Master Indenture any additional revenues or money legally available therefor;
(0
to cure any ambiguity, defect omission or inconsistent provision in this
Master Inde'lrture or to insert zuch provisions clariSing matters or questions arising under this
Master Inde'nflre as are necessary or desirable, provided such action shall not adversd affect
the interest of the Owners hereunder;
(g)
to modiff any of the provisions of this Master Indentue in any respect
whateveq provided, howwer, that (1) such modification shall be, and be expressed to be,
effective only after all Bonds of any Series Outstanding at the date of the execution by the.
Authority of such Supplemental Inde,nture shall cease to be Outstanding and (2) such
Supplemental Indenture shall be specifically referred to in the text of all Bonds of any Series
authe'lrticated and delivered after the date of the executionbythe Authority of zuch Supplemental
Indenture and of Bonds issued in exchange therefor or in place thereof;
(h)
to modi$, eliminate and/or add to the provisions of this Master Indenture
to zuch exteirt as shall be necessary to effect the qualification of this Master Indenture under the
Trust Indenture Act of 1939, as then amendd or under any similar federal statute hereafter
enacted, and to add to this Master Indenrture such
as may be expressly permitted
by the Tnrst Indenture Act of 1939;
other
50
-)
(i) to make the terms and provisions of this Master Indenture, including the
lien and security interest granted herein, applicable to a Qualified Exchange Agreement and to
modif Section 208 with respect to any particular Qualified Exchange Agreement;
(i)
provided the Authority has first obtained a Confirmation, to amend this
Master Indeirture to allow for any Bonds to be zupported by a Credit Enhiucement Facility or
Liquidity Facility, including ame,lrdme,lrts with respect to repayrrent to zuch a provider on a
padty with any Bonds or Qualified Exchange Agreement and providing rights to such provider
under this Master Indenture, including with respoct to defaults and remedies;
(k)
to preserve the exclusion from gross income for federal income tar
purposes of interest on Bonds the interest on which is intended to be excluded from the gross
income ofthe Owners thereof for federal income tax puposes;
0)
to make any change as shall be necessary in order to maintain the rating(s)
on anyof the Bonds from anyRating Agency;
(m) if the Bonds affected by any change are rated by a Rating Agency, to
make any change which does not result in a reduction of the rating applicable to any of the
Bonds so affected; provided that if any of the Bonds so affected are secured by a Credit
Enhancement Facility or a Liguidity Facility, such change must be approved in writing by the
related Credit Facility Provider or Liquidity Facility Providec
(n)
)
if the Bonds affected by any change are secured by a Credit Enhancerrelrt
Facility, to make any change approved in writing by the related Credit Facility Provide4
provided that if any of the Bonds so a.ffected are rated by a Rating Agency, zuch change shall
not result in areduction of the rating applicable to any of the Bonds so affected; or
(o)
to make any other change in this Master Indeirture whiclU in the judgment
of the Trustee, is not to the prejudice of the Trustee or the Owners. In making any
zuch
judgment the Trustee may rely upon an opinion of Counsel.
Section 702. Supplemental Inde,ntrues Effective with Consent of Owners. The
provisions of this Master Indenture may also be modified or arnended at any time or from time to
time by a Sup'plemental Indenture, subject to the conseirt of Owners in accordance with and
subject to the provisions of Sections 704,705 and 706.
Section 703. Geireral Frovisions Relatiry tq All Supplemental Indentures. This Master
Indenture shall not be modified or ame,lrded in anyrespect except in accordance with and subject
to the provisions of this Article VII. Nothing contained in this Article Vtr shall affect or limit the
rights or obligations of the Authority to execute or deliver any resolution, act or other instrument
pnrsnant to the provisions of Section 7A6 or the right or obligation of the Authority to execute
and deliver to the Trustee or atry Paymg Agent any instrument elsewhere in this Master
Inde,nture provided or permitted to be delivered to the Trustee or any Paying Agent.
5l
)
Before the execution and delivery of any Supplemental Indenture, the Authority and the
Trustee shall have received an opinion of Bond Counsel stating that zuch Supplemental
Indenfure has been duly and lawfully executed in accordance with the provisions of this Master
Indenture, is authorized or permitted by this Master Indanture, is valid and binding trpon the
Authority and eirforceable in accordance with its terms and will not adversely aflect the
exclusion from gross income of interest on Bonds the interest on which is intended to be
excluded from the gross income of the Owners thereof for federal income tax purposes. Each
such Supplemental Indenture shall also be filed with each Rating Agency.
The Trustee is hereby authorized to make all further agreements and stipulations which
may be contained in any Supplemental Indenture, and, in taking such action, the Trustee shall be
fully protected in relying on an opinion of Counsel that such Supplemental Indenture is
authorized or permitted by the provisions ofthis Master Indenture.
Section 704. Powers of Amendme,nt vdth Consent of Owners. Any modification or
amendment of this Master Indenture and of the rights and obligations of the Authority and of the
Owners, in any particular, may be made by a Supplemental Indenture, with the written consent
gven as provided below in this Section 704, of the Owners of a majority in unpaid principal
amount of the Bonds Outstanding at the time such conse,rrt is given, with a Confirrnation. Unless
with the unanimous written consent of all Owners affected by such modification or arnendment,
however, no such amendme,lrt shall:
(a)
permit x sfuange in the terms of rederrption or manrity of the principal of
any outstanding Obligation or of any installment of interest thereon or a reduction in the
principal amount thereof or the rate of interest or redemption premium thereon;
(b)
reduce the percentage of Obligations the consent of the Owners of which
is required to effect zuch ame,ndment; or
(c)
change the oristing preferences or priorities of Obligations over any other
Obligations or create any new prefereirces orpriorities adverse to the existing Owners.
A *py of such proposed Supplemeirtal Indenture (or brief summary thereof or reference
thereto in form approved by the Tnrstee), together with a request to Owners for their consent
thereto in form satisfactory to the Trustee, shall be mailed or otherwise delivered by the Tnrstee,
at the expe,nse of the Authority, to the Ornere (but failure to mail or othe,lrr.ise deliver such copy
and request shall not affect the validity of the Supplemental Indenture wher conse,lrted to as
provided in this Section 704). Such Supple,mental Indentrne shall not be elfective unles and
until there shall have been filed with the Trustee the written conseirts of Owners of the
p€rce,ntage of OutstandingBonds specified in this Section 704.
Each such consent shall be effective onlyif accompaniedbyproofofthe ownership atthe
of zuch consent of the Obligations with respect to which such conse,nt is give,n, which proo{,
in the case of Bonds, shall be such as is permittd by Section 1102. A certificate or certificates
filed udth the Tnrstee tlnt it has examined such proof and that such proof is sufficient in
accordance with Section 1102 strall be conclusive that the consents have been given by the
date
52
of the Bonds
in
such certificate or certificates of the Trustee. Any such
gving such consent and" anything in
this Master Indenture to the conbary notwittrstanding upor any subseque,nt Owner of zuch
Obligations and of any Obligations issued in exchange therefor (whether or not such subsequeirt
Owner thereof has notice thereof), unless such consent is revoked in writing by the Owner of
such Obligations gving zuch consent or a subsequeirt owner thereof by filing such revocation
with the Trustee, prior !o the time when the written state,ment of the Trustee provided for below
in this Section 7M is filed. The fact that a consent has not been revoked may likewise be proved
by a certificate of the Owner fild with the Trustee to the effect that no revocation thereof is on
Iile with the Trustee. At any time after the Owners of the required perceirtage of Obligations
shall have filed their consents to the Supplernental Inde,nture, the Tnrstee shall make and file
with the Authority a written statement that the Owners of such required percentage of
Obligations have filed such consents. Such written statement shall be conclusive that such
consents have been so filed. If the Owners of required perce,ntage of the Obligations shall have
consented to and approved the execution thereof as herein provided, no Owner shall have any
right to object to the execution of such Supplemental Inde,nture, or to object to any of the tenns
and provisions contained therein or the operation thereo{, or in any manner to question the
propriety of the execution thereof, or to enjoin or iestrain the Tnrstee or the Authority from
executing the same or from taking any action pursuant to the provisions thereof.
Owners
)
described
consent shall be binding upon the Owner of the Obligations
Upon the execution of any Supplemental Inde,nture pursuant to the provisions of this
Section" this Master Indentrne shall be and be deerred to bo modified and amended in
accordance therewith, and the respective rights, duties and obligations under this Master
Indenture of the Authority, the Trustee and all Owners shall thereafter be detemined, exercised
and enforced in all respects tmder the provisions of this Master Indenture as so modified and
amended.
Section 705. Mailine of Notices. Any provision in this Article VII for the mailing of a
notice or other document to Ownens of Obligations shall be fully complied with if it is mailed
postage prepaid only to each registered owner of Obligations the,n Outstanding at his address,
any, appearing upon the registration records kept by the Tnrstee, and to the Tnrstee.
if
Action.
Section 706. Modifications by Unanimous
Notwithstanding anything
contained in the foregoing provisions of this Article Vtr, the rights and obligations of the
Authority and of the Owners of the Obligations and the terms and provisions of the Obligations
or of this Master Indenture may be modified or amended in any respect upon the execution and
delivery of a Suppleme,ntal Indenture and the conse,nt of the Owners of all of the Obligations
then Outstanding affected by such modification or amendment zuch consent to be given as
provided in Section 704; provided, holever, that no such modification or amendmeirt shall
change or modiff any of the rights or obligations of any Fiduciary without its written asseirt
thereto in addition to the consent ofthe Authority and of the Owners.
Section 707. Exclusion of Bopds. Bonds, if any, owned or held by or for the account
of the Authority, the Commission or the Departnent shall not be deemed Outstmding for the
pupose of consent or other action or any calculation of Outstanding Bonds provided for in this
Master Indenture, and neither the Authority, the Commission nor the Departnent shall be
53
-)
entitled with respect to such Bonds to gtve any consent or take any other action provided for in
this Master Indenture. At the time of any consent or other action taken under this Master
Indenture, the Authority shall furnish the Tnrstee an Authority Certificate, upon which the
Tnrstee may rely, describing all Bonds so to be excluded.
Section 708. Notation on Bonds. Bonds authenticated and delivered after the effective
of any action take'n as in this Article VII provided may, and if the Tnrstee so determines,
shall, bear a notation by endorsement or otherqrise in form approved by the Authority and the
Trustee as to such action, and in that case upon demand of the Owner of any Bond Outstanding
at such effective date and upon presentation of such Bond for such pu{pose at the office of the
Trustee, suitable notation shall be made on such Bond by the Trustee as to any zuch action. If the
Authority or the Trustee shall so determine, new Bonds so modified as in the opinion of the
Trustee and the Authority to conform to such action shall be prepared and delivered, and upon
demand of the Owner of any such Bond then Outstanding shall be exchangd without cost to
date
such Owner, for Bonds of the same Series and maturity then Outstanding, upon surrender of zuch
Bonds.
Section
709.
Oualified Counterparty Consent. Notwithstanding anything to the contrary
ame,ndment, supplement or modification to this Master Indenture
that adversely affects any Qualified Counterparty shall be effective without the prior written
consent of such Qualified Counterparfy.
in this Master Indenture, no
@nd ofArticle VID
54
ARTICLE VTII
)
DEFAULT AND REMEDIES
Section 801. Events of
an "Event ofDefault":
(a)
Default. Each of the following
events is hereby
declred to be
default by the Authority in the payment of any instaltnent of interest on the
Bonds when due;
(b)
default by the Authority in the palment of principal of Bonds as they maturg or
Bonds have bee,n duly called for rede,mption (including
Mandatory Sinking Frmd Installments); or
the Redemption Price thereof
if
(c)
default in the perfomrance or observance of aoy other of the covenants,
agreernents or conditions contained in this Master Inde,lrture, any Series Indenfure or
Supplemental Indenture or the Bonds, and such failure, refirsal or default shall continue for a
period of 45 days after written notice thereof by the Trustee or the Onrners of not less than 25%
in principal amount of the Outstanding Bonds; provided, however, if any zuch default shall be
such that it cannot be corrected within such period, it shall not constitute an Event of Default
corrective action is instituted by the Authority within such period and diligently pursued until
such default is corrected.
if
Section 802. Remedies. Upon the happening and continuance of any event described in
the Section 801 (a) or O) the Trustee, independently, or the Owners of 25Yo or more in principal
arnormt of Outstanding Bonds may jointly proceed, in their owrr narnes, to protect and enforce
their rights by such ofthe following remedies as they dee,ln most effectual:
(a) enforce, by mandaurus or other suit, action or proceedings at law or in equity, all
rights of the Ovrners, including the right to require the Authority to receive and collect the
reve,lrues and other assets, including Pledged Reveirues adequate to carry out the covenants and
agree'me'lrts as to, and pledge o{, such rev€nues and assets, and to require the Authority to crry
out any other covenant or agreernent with the Owners;
(b)
(c)
express trust
bring suitupon anyBonds;
require the Authority by action or suit to account as if it were the trustee of an
forthe Owners; or
(d)
ei{oin by action or suit any acts el things which may be urlawful or in violation
of the rights ofthe Owners.
The Tnrstee shall give notice to each Rating Agency of any Eve,nt of Default rmder
Section 801.
55
Section 803. Limitation on Action. No Owner shall have any right to institute any
action except as authorized in this Article VIII. Nothing herein contained shall impair the right of
any Owner to enforce palnnent ofprincipal of and interest on its Bonds.
)
Section 8M. Priority of Pa)'rrents After Default. In the event that, upon the happening
and continuance of any Event of Default the funds held by the Trustee and Paying Agent shall
be insulficient for the payrnent of principal and interest then due on the Bonds of all Series then
Outstanding md of all Authority Exchange Palments then due, such funds and any other mone5n
received or collected pursuant to this Article VItr shall be applied after payment of the costs and
expenses of the proceedings resulting in the collection of such monqa and of the expe,lrse,
liabilities and advances incurred or made by the Trustee, including but not limited to, the fees
and experises of its Counsel and other ageirts, as follows:
First With respect
Persons entitled thereto of
to interest on the Se,nior Lien Bonds to the palmrent to the
all installments then due in the order of the maturity of such
installments and if the amount available shall not be sufficient to pay in full any
installnent, then to the palanent thereof ratably, according to the amounts due on such
installment to the Persons entitled thereto, without any discrimination orpreference;
Second: With respect to the Senior Lien Bonds, to the payment to the Persons
of the unpaid principal of any such Senior Lien Bonds, an{ if the
amormts available shall not be sulhcient to pay in full all the Senior Lie,n Bonds, then to
the payne,nt thereof ratably, without any discrimination orpreference;
entitled the,reto
\
Third: With respect to interest on the Subordinate Lieir Bonds and all Authority
Exchange Paynents (other than any Exchange Termination Payment) secured on a parity
with the Subordinate Lien Bonds, to the payne,lrt to the Persons entitled thereto of all
instaltnents the,n due in the order of the maturity of such instaltnents and, if the amormt
available shall not be sufficieirt to pay in full any installmeirt, then to the payment thereof
ratably, according to the amounts due on such installme,lrf to the Penons entitled thereto,
without any discrimination or preference;
Fourth: With respect to the Subordinate Lien Bonds, to the payment to the
upaid principal of any such Subordinate Lien Bonds, and,
if the amounts available shall not be zufficient to pay in full all the Subordinate Lien
Bonds, then to the paynent thereofratably, without any discrimination orpreference.
Persons entitled thereto of the
Fifth:
To the palment of State Trursportation hogram Financing Expenses their
due;
Sixth: With respect to interest on any Junior Subordinate Lien Bonds and all
Authority Exchange Palments (other than any Exchange Tei:nination Paymelrt) secured
on a parity with the Junior Subordinate Lien Bondsn to the payment to the Persons
elrtitled thereto of all installments the,n due in the order of the maturity of such
installments and, if the arrount available shall not be sufficient to pay in fulI any
56
)
installmenf then to the payment thereof ratably, according to the amounts due on such
installment, to the Persons entitled thereto, without any discrimination or preference; and
Seventh: With respect to Junior Subordinate Lien Bonds, to the paym.ent to the
Persons entitled thereto of the unpaid principal of any zuch Junior Subordinate Lien
Bonds, and to any Qualified Counterparty any Exchange Ternrination Paynent secured
on a parity with such Junior Subordinate Lien Bonds then due and, if the amounts
available shall not be sufficient to pay in full all such Jmior Subordinate Lien Bonds and
any Exchange Termination Paynent then to the payment thereof ratably, without any
discrimination or prefere,nce.
Section 805. Termination ofProceedines. In case anyproceedings takeir on account of
any Event of Default shall have been discontinued or abandoned for any reason, then in every
such case tho Authoritl, the Trustee and the Owners shall be restored to their former positions
and rights herermder, respectively, and all rights, rentedies, powerc and duties herein conferred
shall continue as though no suchproceeding had been taken.
Section 806. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Owners of the Bonds is inteirded to be exclusive of any other remedy or remedies, and
each and every such remdy shall be cumulative and shall be in addition to any other remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
_J
Section 807. No Waiver of Default. No delay or omission of any Owner of the Bonds
to exercise any right or power accnring upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default or an acquiescence therein; and every
power and re,rnedy gven by this Master Indenture to the Owners of the Bonds may be exercised
from time to time and as ofteir as maybe deeined expedient.
Section 808. Notice of Event of Default. The Trustee shall give to the Owners notice
of each Event of Default hereunder known to the Tnrstee within 90 days after knowledge of the
occlurence thereo4, tmless such Eve,nt of Default shall have been remedied or cured before the
gving of such notice. Each such notice of an Event of Default shall be given by the Trustee by
mailing written notice thereof (1) to all registered Owners of Bonds, as the narnes and addresses
of such Owners appqlr upon the regishation records kept by the Tnrsteq Q) to such beneficial
ownem as have filed their narnes and addresses with the Trustee for that purpose; and (3) to
Quatifi ed Counterparties.
(End ofArticle VIID
57
ARTICLE D(
)
CONCERNING TIM FIDUCIARIES
Section9Ol. The Trustee. The Trustee shall signif acceptance of the duties and
obligations imposed by this Master Indenture by executing the certificate of authentication
endorsed upon the Bonds and by acknowledging in writing the receipt of any Authority
Certificate that the Authority has entered into a Qualified Etrchange Agreeme,nt in accordance
with Section 208 hereof. By executing such certificate of authentication upon any Bond, and by
so acknowledging receipt of an Authority Certificate regarding a Qualified Exchange
Agree,ment, the Trustee shall be deemed to have accepted such duties and obligations not only
with respect to the Bond so authenticated or Qualifid Exchange Agreement so acknowledged,
but with respect to all the Bonds thereafter to be issued , but only, however, upon the terms and
conditions set forth in this Master Indenture. The Trustee shall, prior to any Eveirt of Default and
after the curing of all Eve,nts of Default which may have occrrred, perform such duties and only
such duties of the Tnrstee as ar€ specifically set forth in this Master Inde,lrture and in any Series
Indenture. The Tnrstee shall, during the exist€Nrce of any Eve,lrt of Default which has not been
cured, exercise such of the rights and powers vested in it by this Master Indenture and use the
same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of his/her oum affairs.
Section 902. Appointment and Acceptance ofDuties ofPaying Aeents. The Trustee is
hereby appointed as a Paying Agent. Prior to the delivery of each Series, an additional Paying
Agent or Agents for the Bonds of such Series may
in the Series Indenture
authorizing such Series. The Tnrstee and any additional Payrng Agent are hereby dasignated
Fiduciaries for purposes of this Articls D(.
be
I
Each Paying Agent (other than the Trustec) shall signiff its acceptance of the duties and
obligations imnosed upon it by this Master Indenture by writteir instrument of acceptance
executed and delivered to the Authority and the Trustee.
The corporate trust office of each Payng Age,nt is hereby designated as the age,ncy of the
Authority for the payrrent of the interest on and principal of the Bonds.
903.
Responsibilities of Fiduciaries. The recitals of fact hereut; in any Series
Indenture and in the Bonds and any other Obtgations shall be taken as the state,ments of the
Authority and no Fiduciary assumes any responsibility for the correctness of the same. No
Fiduciary makes any representations as to the validity or sufficie,lrcy of this Master Indenturg
any Series Indenture or of any Bonds and any other Obligations issued thereunder or in respect
of the security afforded by this Master Indeirtue, and no Fiduciary shall incur any raryonsibility
in respect thereof. The Tnrstee shall, however, be responsible for its representation contained in
its certificate of authenticatioq on the Bonds or other Obligations, if applicable. No Fiduciary
shall be under any responsibility or duty with respect to the issuance of the Bonds or other
Obligations for value or the application of the proceeds thereof. No Fiduciary shall be under any
responsibility or duty with respect to the application of any moneys paid to any other Fiduciary.
No Fiduciary shall be under any obligation or duty to perform any act which would involve it in
Section
58
liability or to institute or defend any suit in respect hereo{, or to advance any of its
ovm moneys, unless properly ind€mnified against all costs and expenses, outlays and Counsel
fees and other reasonable disburse,ments, and against all liability. No Fiduciary shall be liable in
connection with the performance of its duties hereunder except for its own negligence or default.
Neither the Trustee nor any Paying Agent shall be under any responsibility or duty with respect
to the application of any moneys paid to any one of the others. The permissive right of any
Fiduciary to do thing.s enumerated in this Master Indenfure shall not be constnred as a duty of
such Fiduciary, and zuch Fiduciary shall be answerable only for its own negligeirce or default.
Any discretionary action taken by the Trustee hereunder shall be taken after consideration of the
resulting benefits (i) to the Owners of the Senior Lieir Bonds so long as any Seirior Lien Bonds
are Outstanding, (ii) to the Owners of the Subordinate Lien Obligations so long as any
Subordinate Lien Obligations are Outstanding if no Senior Lien Bonds are Outstanding, and (iii)
to the Owners of Junior Subordinate Lien Obligationr so long as any Junior Subordinate Lie,n
Obligations re Outstanding if no Seirior Lien Bonds or Subordinate Lien Obligations are
Outstanding; provided, that if in the Tnrstee's sole detennination the interests of the Owners of
the Senior Lien Bonds are divergent from the interests of the Owners of the Subordinate Lien
Obligations or Junior Subordinate Lien Obligations, the,n prior to proceeding with a course of
action it deerns to be in the best interests of the Owners of the Selrior Lien Bonds, the Trustee
may petition any court of competent jurisdiction for instructions with respect thereto, with notice
of such proposed action being gtven to all interested parties as detei:nined by the Trustee,
expense or
I
including but not limited to the applicable Oumers.
Act.
*i
\
Section 904. Evidence on Which Fiduciaries May
Each Fiduciary shall be
protected in acting upon any notice, resolution, reques! consent, order, certificatg report,
opinion, bond or other paper or document believed by it to be geiruine, and to have been signed
or presented by the proper party or parties and the Tnrstee shall be under no duty to make any
investigation or inquiry as to any staterrent contained or material referred to in any such
instrument. Each Fiducity may consult with Counsel, who may or may not be Cormsel to the
Authority, and the opinion of such Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by it hereunder in good faith and in
accordance therewith. Whenever any Fiduciary shall deem it necessary or desirable that a matter
be proved or established prior to taking or zuffering any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by an Authority Certificate, and such Authority Certificate
shall be ftll warrant for any action t'jken or suffered in good faith under the provisions of this
Master Indenture upon the faith thereo{, but in its discretion the Fiduciary may in lieu thereof
accept other evidence of such fact ormatter or may require such further or additional evidence as
to it may seem reasonable. Except as otherwise expressly provided herein, any reques! order,
notice or other direction required or permitted to be fumished pursuant to any provision hereof
by the Authority to my Fiduciary shall be sufficiently executed if executed in the name of the
Authority by an Authorized Officer.
Section 905. Compensation of Fiduciaries. Each Fiduciary is hereby authorized to
accept the facsimile tansrrission any notice, r€quesq order, certificatg consenf authorization,
direction" waiver, demand and opinion requird by this Master Indentme or any Series Indenture
and shall be protected in relying on any such notice, requesf order, certificate, consent,
59
)
authorization, direction, rilaivetr, demand and opinion. Subject to the provisions of any contact
between the Authority and each Fiduciary relating to the compensation of such Fiduciary, the
Authority shall pay from the Tnrst Estate to the Fiduciaries from time to time reasonable
compensation for all seirrices re,ndered under this Master Indenture, and also all reasonable
expenses, charges, Counsel fees md other disbursernents, including those of its attomeys, agents
and ernployees, incurred in and about the performance of their powers and duties under this
Master Indenture. In the event that a successor Fiduciary is appointed in accordance with Section
909 or Section 913 hereof during a period for which the predecessor Fiduciary has been
compensated in advance, such predecessor Fiduciary shall retum to the Authority the pro rata
portion of such compensation for the period commencing on the date of rypoinment of such
successor Fiduciary.
Section 906. Permitted.Acts and Functions. The Trustee and the Paying Agent may
become the owner of any Bonds with the sarne rights it would have if it were not such Trustee or
Paytng Agent. The Tnrstee and the Paying Agent may act as depository for, and permit any of
its officers or directors to act as a me,rnber of or in any other capacity with respect to, any
*y
committee formed to protect the rights of Owners or to effect or aid in
reorganization
growing out of the enforcement of the Obligations or this Master Indenture, whether or not any
such committee shall represeirt the Owners of a majority in principal amount of the Bonds then
Outstanding.
Section 907. ResiCnation of Trustee. The Trustee may at any time resign and be
discharged of the duties and obligations created by this Master Indenture by giving not less than
60 days written notice to the Authority an4 by first class mail, to the Owners, speciffing the date
)
when such resignation shall take effect, and such resignation shall take effect only upon the
appointment acceptance and qualification of such suocessorTrustee.
908.
Removal of Trustee. The Trustee shall be removed by the Authority if at
any time so requested by an instume,nt or concurrent instnrrre,nts in writing, filed with the
Trustee and the Authority, and signed by the Owners of a majority in princlpal amount of the
Bonds then Outstanding or their attorneys in fact duly authorized. The Authority may remove
the Tnrstee for any breach of the trust hereunder, by filing with the Trustee of an Authority
Order. The Authority may remove the Trustee without cause at any fimg except during the
existence of an Event of Default, by filing with the Trustee an Authority Order. Such removal
shall take effect only upon the 4pointmelrt, acceptance and qualification of such successor
Section
Tnrstee.
Section 909. Alrpointne,lrt of Successor Trustee. In case at any time the Trustee shall
resign or shall be removed or shall become incapable of acting or shall be adjudged a banlrupt
or insolvenf or if a receiver, liquidator or conservator of the Trustee, or of ib property, shall be
ap_Pointed, or if any public officer shall take charge or confrol of the Tnrstee, or of its property or
affairs, the Authority covenants and agrees that it will thereupon use its best efforts to appoint a
successor Trustee. The Authority shall mail notice by first class mail of any such appointnent
by it to all Oqmers. Such appoinhent shall take effect only upon the qualification of such
succe$ior Trustee.
60
If no appointment of a zuccessor Trustee shall be made pursuant to the foregoing
provisions of this Section 909 within 45 days after the Trustee shall have grven to the Authority
written notice as provided in Section 907, or after a vacancy in the office of the Trustee shall
have occurred by reason of its inability to act, the Trustee or Owner of any Obligations may
apply to any court of competent jurisdiction to appoint a suocessor Trustee.
)
Any Trustee appointed under the provisions of this Section 909 in zuccession to the
Trustee shall be a trust company or bank duly authorized to exercise corporate trust powers and
subjeot to examination by Federal or state authority, of good standing and having at the time of
its appointme,nt a combined capital, surplus and undivided profits aggregating not less than
$50,000,000 and shall have no adverse impact on the rating assigned to any Obligations by any
Rating Agency.
)
Section 910. Transfer of Rights and Pnope,rtv to Successor Tnrstee. Any successor
Trustee appointed under this Master Indenture shall execute. actrrowledge and deliver to its
predecessor Trustee, and also to the Authority, an insfrument acceptrng such appoinfinent, and
thereupon such successor Tnrstee, without any firrther acf deed or conveyance, shall become
fully vested with all moneys, estates, properties, righg powers, duties and obligations of such
predecessor Trusteg with like effect as if originally named as Trustee; but the Tnrstee ceasing to
act shall neverthelest, upon Authority Requesf or upon request of the successor Trustee,
execute, acknowledge and deliver such instruments of conveyance and further assurance and do
such other things as may reasonably be required for more fully and ssrtainly vesting and
confirming in such successor Tnrstee all the right, title and interest of the predecessor Trustee in
and to any property held by it under this Master Indenture, and shall pay over, assigr and deliver
to the suooessor Tnrstee any money or other property zubject to the trusts and oonditions herein
set forth. Should any deed, conveyance or insrument in writing from the Authority be required
by such successor Trustee for more fully and certainly vasting in and confirming to such
successor Trustee any such estates, rights, powers and duties,
and all such deeds,
conveyances and instuments in writing shall, on requesf and so far as may be authorized by
law, be exrcuted, acknowledgd and delivered by the Authority. Any zuch successor Trustee
shall promptly notiff the Paying Agents of its appointue,nt as Tnrstee. Notwithstanding anything
contained elsewhere in this Master Indentug any such predecessor Trustee shall not be entitled
to any compensation or reimburse,rne,nt for costs and expenses incurred in connection with any
transfer of rights or properties rmder this Master Indeirture except for such costs and oxperses
incurred with the prior written consent of the Authority, w.hich consent shall not be unreasonably
withheld ordelayed-
&I
l.
Section 91
Merger or Conmlidation. Any company into which any Fiduciary may be
merged or converted or with which it may be consolidated or :uy company resulting from any
merger, conversion or consolidation to which it shall be a party or any company to which any
Fiduciary may sell or tansfer all or zubstantially all of its corporate tnrst business, provided such
company shall be a tust company or baok which is qualified to be a successor to such Fiduciary
rmder Section 909 or Section 913 and shall be authorized by law to perfonn all the duties
imposed upn it by this Master Indenturg shall be the successor to such Fiduciary without the
execution or filing of any paper or the performance of any firther act anything herein to the
conhary notwithstanding. Each Fiduciary shall give written notice to the Authority of any such
6l
-)
proposed merger, conversion, consolidation or sale or transfer of substantially all of its corporate
tust business not later than five days after such proposed merger, consolidation, sale or hansfer
is announced to any employees of such Fiduciary. The Authority agrees to keep zuch
information confidential, to the extent permitted by the laws of the Statg until such information
has been publicly disclosed by the Fiduciary. Such Fiduciary shall reimburse the Authority for
any costs and expenses incurred by the Authority arising from or associated with any such
merger, conversiorq consolidation, sale or transfer, or any such proposed merger, conversion,
consolidation, sale or transfer. Such Fiduciary shall also be responsible for any costs and
experces incurred by the Authority as a result of the Fiduciaqy's failure to comply with the
requirements ofthis Sction 911.
Section 912. Adoption of Authentication. In case any of the Bonds conternplated to be
iszued under this Master Indentrne shall have been authe,nticated but not delivered, any *""oro,
Trustee may adopt the certificate of authentication of any predecessor Trustee so authenticating
such Bonds and deliver such Bonds so authenticated, and in case any of said Bonds shall noi
have been authenticated, any successor Trustee may authenticate such Bonds in the name of the
predecessor Trusteq or in the narne of the successor Trusteg and in all such cases zuch
certificate shall have the full force as provided in said Bond or in this Master Indenture.
Section 913- Resignation or Removal of the Paying Agent and Appoinnnent of
Slryeslors. Any Payrng Agent may at any time resign and be discharged of the duties and
obligations created by this Master Indenture by gving at least 60 days'written notice to the
)
Authority and Trustee. Any Payrng Age,nt may be removed at any time by an instnrment filed
with such Paying Age,lrt and the Trustee and signed by an Authorized Officer. Any zuccessor
Paytng Agent shall be appointed by the Authority and shall be a tnrst company or bank having
the powers of a trust company, having a combined capital, surplus and undivided profits
aggregating not less than $50,00O000, and willing and able to accept the office of Paying Agent
on reasonable and customary terms and authorized,by law to perform all the duties imposed upon
it by this Master Indenture. In the event of the resignation or removal of any Payrng Agent, zuch
Paytng Agent shall pay over, assign and deliver any moneys held by it to itssuccessor, or if there
be no sucoessor then ap'pointed, to the Tnrstee until such successor be appointed. Any removal,
resignation or termintfioa of the Paying Agent shall take effect only upon the appoinbnent,
acceptance and qualification of a zuccessor Paying Age,nt.
Section 914. Financing Statements. Pursuant to Section 55-9-109(d)(14), NMSA 1978
the security interest created hereunder by the Authority is orcluded fiom C'hapter 55, Article 9
NMSA 1978. However, in the event that the provisions of said Chapter 55, Article 9 NMSA
1978 were ever interpreted to apply to zuch secrnity interes! the Authority shall cause a
finansing statelne,nt with reqpect to this Master Inde,nture to be filed with the Secretary of State
of the State. From time to timg the Tnrstee may, but shall not be required to, obtain an opinion
of Counsel setting forth wha! if any, actions by the Authority or irustee should be taken to
preserve such security interesl The Authority shall execute or cause to be executed any and all
ftrrttrer instruments as shall reasonably be requested by the Tnrstee for the protection of the
interests of the Owners and shall ftmish satisfactory evidence to the Trustee that such actions
have be€n take,n and shall take zuch other action as is necessary to preserve the secuity interest
in and lien upon the Tnrst Estate created by this Master Indelrture until the principal of and
62
interest on the Bonds executed and delivered hereunder, and all amounts due rmder Qualified
-)
Exchange Agreements, shall have been paid. The Trustee shall execute or join in the execution
of any such further or additional instuument and file or join in the filing thereof at such rime or
times and in zuch place or places as it may be advised by an opinion of Counsel may be
necessary to preserve the lie'n of this Master Indeirtrne upon the Trust Estate created by this
Master Indenture or any part thereof until the principal of and interest on the Bonds and all
arnounts due under Qtralified Exchange Agree,rneirts shall have been paid.
Section 915. Appoinhent of Co-Trustee. The Authority and the Tnrstee shall have
power to appoint, and upon the request of the Trustee, the Authority shall for zuch purpose join
with the Tnrstee in the execution of all instnrme,nts necessary or prop€r to appoint another
corporation or one or more psrsons approved by the Trustee, either to act as co-trustee or cotrustees jointly with the Tnrstee of all or any of the property subject to the lisn hereof,, or to act as
separate tnrstee or tnrstee of all or any such property, with such powers as may be provided in
the instnrment of appointment and to vest in zuch corporation or penpn or persorxi as such
separate trustee or co.trustee anyproperty, titlq right orpower deemed necessaryor desirable. In
the event that the Authority shall not have joined in strch appointnnent within 30 dala after the
receipt by it of a request so to do, the Trustee alone shall have the pow€r to make such
appointnent. Should any deed, conveyance or instrument in writing from the Authority be
required by the separate trustes or co-tustee so appointed for more fully and certainly yssting in
and confirming to him or to it such properties, rights, trrcwenr, trusts, duties and obligations, any
and all such deeds, conveyances and instruments in writing shall, on request be executed,
acknowledged and delivered by the Authority. Every such co-tnrstee and separate trustee shall,
to the extent pennitted by laq be appointed zubject to the following provisions and conditions,
namely:
)
(a)
The Bonds shall be authe,nticated and delivered and all powers, duties,
obligations and rights conferred upon the Trustee in respect of the custody of all money and
Investrnent Securities pledged or deposited hereunder, shall be exercised solely by the Trustee;
and
(b)
The Trustee, at any time by an insbrumenrt in writing, may remove any
such se,parate Trustee or co-trustee.
Every instntment, other than this Master Indeirture, appointing any such co.tnrstee or separate
tustee, shall refer to this Master Indenture and the conditions of this Section 915 expresse4 and
upon the acceptance in writing by such separate trustee or co.tnrstee, he, they or it shall be
vested with the estate or property qpecified in such instumen! jointty with the Trustee (except
insofar as local law makes it necessary for any separate tustee to act alone), zubject to atl the
trusts, conditions and provisions ofthis Master Indenture. Any such separate tnrstee or co-tnrstee
may at any time, by m instnrment in writing constitute the Tnrstee as his, their or its agent or
attomey-in-fact \tith firll power and urthority, to the extent authorized by law, to do all acts and
things and exercise all discretion authorized or pennitred by him, them or i! for and on behalf of
him, the,m or its and in his, their or its name. In case any separate tustee or co-tnrstee shall die,
beome incapable of acting resip or be removed, all the estate, properties, rights, powerc,
trusa, duties and obligations of said separate trustee or cetnrstee shall vest in and be exercised
63
)
by the Trustee until the appointnent of a new brrstee or a successor to such separate tustee or
co-trustee.
Section 916. Monthly Statements from Fiducjaries. It shall be the duty of each
Fiduciary, on or before the tenth day of each montlr, to file with the Authority a staternent setting
forth in respect of the preceding calendar month:
(a) the amount withdrawn or bansferred by it and the arnount deposited
within or accormt of each Fund or Account held by it under the provisions of this Master
Indeirture,
(b)
such Fund
the amount on deposit with it at the end of such month to the credit of each
orAccounl
(c)
a
brief description of all obligations held by it as an inve.stnent of moneys
in each zuch Fund or Account
(d)
the amount applied to the purchase or redemption of Bonds and
a
description of the Bonds or portions of Bonds so purchased or redee,med" and
(e)
any other information which the Authority rnay reasonably request.
All records and files pertaining to the trusts heretmder in the custody of each Fiduciary
shall be open at all reasonable times to the inspection of the Authority and its age,nts and
representatives.
_)
Section
917.
Security Interest in and Lien on the Trust Estate.
(a)
The Trustee hereby representg cove,nants and agrees that
it will not take
any action that could subject all or any part of the Trust Estate to any security interes! lien or
encunbrance other than the lien and pledge created under this Master Indenture.
(b)
Except the security interest, lien and pledge of this ldaster Indenture as
described herein, the Tnrstee has no knowledgg and has not received any noticg that (i) any
party other than the Trustee, on behalf of the Owners of the Obligations, has or claims to have
my security interest or other lien on all or any part of the Tnrst Estate, and (ii) any partSr, other
than the Authority and the Trustee, on behalf of the Orrners of the Obligations, has or claims to
have any interest whatsoever in all or anypart of the Trust Estate.
(End of Article D$
64
-)
ARTICLE X
REDEMPTION OF BONDS
Section 1001. Privilege of Redemption and Redemption Price. Bonds subject to
redemption prior to maturity pursuant to a Series Inde,nture with respect to a Series shall be
redeemable, upon notice as provided in this Article X at zuch times, at such Redemption Prices
and upon such terms as maybe specified in the Series Indenture authorizing such other Series.
Section 1002. Redemption at the Election or Direction of the Authority. In the case of
any redemption of Bonds at the election or direction of the Authority, the Authority shall give
written notice to the Trustee of its election or direction so to redeem, of the Redemption Date, of
the Series, of the principal amounts of the Bonds of each maturity of such Series to be redeemed
(which Redemption Date, Series, maturities and pnncipal amounts thereof may be determined in
its sole discretion, subject to any limitations with respect thereto contained in this Master
Indenture and any Series Indenture) and of any moneys to be applied to the palanent of the
Redemption Price, such notice shall be gv€,n at least 45 days (or zuch shorter period as may be
set forth in the applicable Series Indenture) prior to the Redemption Date or such shorter period
as shall be acceptable to the Trustee. In the eve,nt notice of redemption shall have been given as
provided in Section lOM, the Trustee shall, prior to the Redernption Date, pay to the appropriate
Palng Agent or Paying Agents an amount in cash whiclr, in addition to other moneys, if any,
aVailable therefor held by such Paying Agent or Paying Agents, will be zufficient to redeem on
the Redemption Date at the Redemption Price thereo{, all of the Bonds to be redeemed.
)
Section I 003. Selegtion of Bonds to be Redeemed. If less than all of the Bonds of one
maturity shall be called for rede,rnption, the particular Bonds of such maturity to be redeemed
shall be selected for redemption by the Trustee by lot in such manner as the Trustee in its
disctetion may determine or in any other mannsr or date required by the applicable Series
Indenture; providd however, that the portion of any Bonds to be redeerned shall be in an
Authorized Deiromination, and that in selecting Bonds for redennption, the Tnrstee shall treat
each Bond as representing that number of Bonds which is obtained by dividing the principal
amount at maturity of such Bond by the minimum Authorized Denomination.
Section 1004. Notice of Redemption. (a) When the Trustee shall receive notice from the
Authority of its election or direction to redeem Bonds pursuant to Section 1002 the Trustee shall
give notice in the name of the Authority, of the redemption of zuch Bonds, which notice shall
speciry the Series and maturities of the Bonds to be redeemed, the Redernption Price, the
Redemption Date and the place or places where amormts due upon such redemption $dll be
payable and if less than all of the Bonds of any like Series and maturity are to be redeemed, the
letters and numbers or other distinguishing marks of zuch Bonds so to be redeernod" the CUSP
numbers of the Bonds to be redeerred (provided that any such notice shall state tlat no
representation is made as to the correctness of CTJSIP numbers, either as printed on such Bonds
or as contained in the notice of redemption) and, in the case of Bonds to be redeerred in part
only, zuch notice shall also qpecify the respective portions of the principal amount thereof to be
redeerned- Such notice shall finther state that on such date there shall become due and payable
upon each Bond to be redeemed the Rderrption Price thereo{, or the Redeinption Price of the
65
specified portions of the princlpal thereof in the case of registered Bonds to be redeemed in part
only, together with interest accrued to the Redemption Date, and that from and after such
Redemption Date interest thereon shall cease to accrue and be payable. The Trustee shall mail a
copy of such noticg postage prepai{ not less than 30 nor more than 60 days (or such shorter
period as may be set forth in the applicable Series Indenture) before the Redemption Date to the
registered owners of any Bonds or portions of Bonds which are to be redeemed, at their last
addresses appearing upon the registration r@ords, but failure so to mail any such notice to a
grven Ovnner shall not affect ttre validity of the proceedings for the rederrption of Bonds to other
Owners.
(b) In addition to the foregoing further notice of any redemption of Bonds hereunder
shall be gven by the Trustee, at least two (2) Business Dap in advance of the mailed notice to
Owners, by registered or certified mail or ovenright delivery service, to all registered securities
depositories then in the business of holding substantial amounts (as reasonably determined by the
Trustee) of obligations of types comprising the Bonds and to at least two national information
services that disseminate notices of redemption of obligations zuch as the Bonds. Such firther
notice shall contain the information set forth required in paragraph (a) of this Section l0@.
Failure to give all or any portion of such further notice shall not in any manner defeat the
effectiveness of a call for redemption.
(c) I{, at the time of mailing of auy notice of optional redemptiorl there shall not be
on deposit with the Trustee mone)a sufficieirt to redeem all the Bonds called for redemption,
such notice shall state that zuch redemption shall be conditioned upon receipt by the Trustee on
or prior to the date fixed for such rede,rnption of moneys sufficient to pay the principal of and
intersst on zuch Bonds to be redesmed and that if such rnone)4s shall not have been so received
said notice shall be of no force and effect and the Authority shall not be required to redeem such
Bonds. In the event that such moneln are not so receivd the redemption shall not be made and
the Trustee shall within a reasonable time thereafter give notice, one timg in the same manner in
which the notice of redemption was gven, that such mone)Ns were not so receivd-
)
Section 1005. Palane,nt of Redeemed Bonds. Notice having been given in the manner
provided in Section l0M, the Bonds or portions thereof so called for redemption shall become
due and payable on the Redemption Date so designated at the Redemption Price, and, upon
presentation and surrender thereof at the office specified in such notice, together with, a written
instrument of trans r duly executed by the registered Owner or his duly authorized attomey,
such Bonds or portion thereof shall be paid at the Redemption Price. If there shall be drawn for
redemption less than all of a Bon{ the Authority shall execute and the Trustee shall authe,lrticate
and the Payrng Ageirt deliver, upon the surrender of zuch Bond, without charge to the Owner
thereo{, for the unredeerred balance of the principal amormt of the Bond so zurrendered at the
option of the Owner thereo{, Bonds of like Serie.s and maturity in any of the Authorized
Denominations. I{, on the Redemption Date, moneys for the redemption of all the Bonds (or
portions thereof) of any like Series and maturity to be redeemed, together with interest to the
Redernption Date, shall be held by any Paying Agent so as to be available therefor on said date
and if notice of redemption shall have beeir gve,lr as aforesaid, then, from and after the
Rede'mption Date interest on the Bonds or portions thereof of such Series and maturities so
called for rede,lnption shall cease to accrue and become payable. If said moneys shall not be so
available on the Redenrption Date, the rede,mption shall be cancelled and such Bonds or portions
'
thereof shall continue to bear intere* until paid at the same rate as they would have bome had
they not been called for rede,mption
)
@nd ofArticle
)
67
X)
ARTICLE
)il
MISCELIA}.IEOUS
Section I l0l. Defeasance. (a) If the Authority shall pay or cause to be paid, or there
shall otherwise be paid, (i) to the Owners of all Bonds the principal or Rederrption Price, if
applicable, and interest due or to become due thereon, at the times and in the manner stipulated
therein and in this Master Indenturg and (ii) to each Qualified Counterparty, all Authority
Exchange Pa5mrents then due, and in any case provided that all expenses then due and owing
shall have been paid, then the pledge of any Pledged Revenues and other mone)rs and property
pledged hereunder and all covenants, agreements, and other obligations of the Authority to the
Owners, shall thereupon cease, terrrinate and become void and be discharged and satisfibd. In
such evenf the Trustee shall cause an accounting for zuch period or periods as shall be requested
by the Authority to be prepared and filed with the Authority, and upon Authority Request, shall
execute and deliver to the Authority all such instnrments as may be desirable to evidence zuch
discharge and satisfaction, and the Fiduciarie.s shall pay over or deliver to the Authority all
moneys or Investnent Securities held by them pursuant to this Master Indentrne which are not
required for the payment of principal or Redemption Price, if applicable, on Bonds or to make
Authority Exchange Payments. If the Authority shall pay or cause to be paid or there shall
otherwise be paid, to the Owners of all Outstanding Bonds of a particular Series, the principal or
Redemption Price, if applicable, and interest due or to boome due thereon, and to each Qualified
Counterparty all Authority Exchange Payments their due, at the times and in the marmer
stipulated therein and in this Master Indenture and in any Qualified Exchange Agreements, such
Bonds and each Qualified Counterparty shall cease to be entitled to any lien, benefit or security
hereunder and all covenants, agreements and obligations of the Authority to the Owners of such
Bonds and to each Qualified Counterparty shall thereupon cease, terminate and become void and
be discharged and satisfied.
(b) Bonds or interest installments for the payrnent or redemption of which moneys
shall have been set aside and shall be held in hrst by Fiduciaries (through deposit by the
Authority of funds for zuch payment or redemption or otherudse) shall, at the maturity or
Redemption Date thereo{, be deemed to have been paid within the meaning and with the effect
expressed in subsection (a) of this Section ll0l. All Outstanding Bonds shall, prior to the
maturity or Redemption Date thereof, be deemed to have been paid within the meaning and with
the effect expressed in subsection (a) of this Section ll0l if (i) in case any of said Bonds are to
be redeemed on any date prior to their matudty, the Authority shall have given to the Trustee in
form satisfactory to it irrevocable instuctions to mail as provided in Article X notice of
redemption on said date of such Bonds, (ii) there shall have been deposited with" or credited to
the account (at a Federal Reserve Bmk) o{, the Trustee or another Fiduciary acting as escrow
age'nt either moneys in an amount which shall be suffcient, or noncallable Investueirt Securities
not subject to prepayment (which for the purpose of this Article, shall include only those
obligations described in paragraphs (a) and O) of the definition thereof in Section l0l hereof,
but shall not include shares of unit investne,nt trusts or mutual funds regardless of the rating
thereto), the principal of and the interest on which whe,n due will provide mone)E which,
together with the moneys, if any, deposited with the Trustee or another Fiduciary acting as
escrow agent at the same time, shall be sufficient to pay when due the principal or Redemption
68
Price, if any, and interest due and to become due on said Bonds on and prior to the Redemption
Date or maturity date thereof, as the case may be; provided that, except in the event of a full cash
defeasance or a curreirt refimding of less that ninety days to matrnity or Redemption Date, the
sufficiency of such mone),rs or inveshents must be confirrrd to the Authority in an
Accountant's Certificate, and (iii) in the eve,nt said Bonds are not by their te,trrs subject to
redemption within the next succeeding sixty days, the Authority shall have give,n the Trustee in
form satisfactory to it irrevocable instructions to mail, as soon as practicable, a notice to the
Owne,ls of such Bonds that the deposit required by (ii) above has bee,n made with the Trustee and
that said Bonds are deemed to have bee,n paid in accordance with this Section 1l0l and stating
such maturity or Redemption Date upon which moneys are to be available for the palmeirt of the
principal or Rede,mption Price, if any, on said Bonds. Neither Investnent Securities nor mone)6
deposited with the Tnrstee pusuant to this Section 1101 nor principal or interest payments on
any such Investrne,nt Securities shall be withdrawn or used for any purpose other than, and shall
be held in tust for, the payme,nt of the principal or Redemption hicq if any, and interest on said
Bonds; provided that any cash received from such principal or interest payrnents on zuch
Inveshe,nt Socurities deposited with the Trustee or other Fiduciary acting as escrow agent, ifnot
then needed for zuch purposg shall, to the extent practicable, be reinvested in Inveshe,nt
Securities maturing at times and in amormts sufficient to pay when due the principal or
Redemption Price, if any, and interest to become due on said Bonds on and prior to such
Rederrption Date or maturity date thereof, as the case may be, and interest earned from such
reinvestnents shall be paid over to the Authority, as received by the Trustee, free and clear of
any trust, lien or pledge.
(c)
)
Any Authority Exchange Payments are deemed to have bee,n paid and the
applicable Qualified Exchange Agreemeirt tenninated whe,n payment of all Authority Exchange
Paynents due and payable to each Qualified Counterparty under its respective Qualified
Exchange Agreement have been made or duly provided for to the satisfaction of each Qualified
Counterparty and the respective Qualifid Exchange Agreemeirt has been temninated.
(d)
I{, tbrough the deposit of moneys by the Authority or othe,r:wise, the Fiduciaries
shall hold, pursuaot to this Master Inde,ntrue, moneys sufficient to pay the principal and interest
to matmity on all Outstanding Bonds, or in the case of Bonds in respect of which the Authority
shall have taken all action necessary to redee,m prior to maturity, sufficient to pay the
Redemption Price and interest to such Rederrption Date, their upon Authority Request all
moneys held by any Paying Agent shall be paid over to the Tnrstee and, together with other
moneys held by it hereunder, shall be held by the Trustee for the paymeirt or rederrption of
Outstanding Bonds.
Section 1102. Execution of Instruments by Owners: Proof of Ownership of Oblieations.
Any request, direction, consent or other insUument in writing required or permittd by this
Master Indenture to be signed or executed by Oumers may be in any number of conourrent
instnrme,nts of similar teiror and may be signed or executed by such Owners or their attomela or
legal representatives. Proof of the execution of any such instrument and of the ownership of
Bonds or other Obligations shall be sufficie,nt for any purpose of this Master Indenture and shall
be conclusive in favor of the Tnrstee with regard to my action taken by it uder zuch instrume,nt
if made in the following nunner:
I
69
^)
(a)
The fact and date of the execution by any Person of any such instnrment may be
proved by the verification of any officer in anyjurisdiction who, by the laws thereoi has power
to take affidavits within such jruisdictiory to the effect that such instrument was subscribed and
sworn to before him, or by an affidavit of a witness to such execution. Where such execution is
on behalf of a Person other than an individual such verification or affidavit shall also constitute
sufficient proof of the authority of the signor thereof; and
O)
The ownership of Bonds and other Obligations shall be proved by the registration
records kept by the Trustee.
Nothing contained in this Section 1102 shall be constnred as limiting the Trustee to such
int€nded that the Trustee may accept any other evidence of the matters herein
stated which it may deerr sufficie,nt. Anyrequest or conse,nt of the Owner of any Bond shall bind
every future Owner of the same Bond in respect of anything done by the Trustee in pureuance of
such request or consent.
proo{,
it being
Section 1103. Moneys Hgld for Particular Bonds or other Obligations. The amounts
held by any Fiduciary for the palmrent of the interest, principal or Redemption Price due on any
date with respect to partioular Bonds or pa)ments in connection with Qualified Exchange
Agreements shall, on and after such date and pending such paynent, be set aside on its books
and held in trust by it for the Onrners of the Bonds or Qualified Exchange Agreements entitled
thereto.
)
SectionllM. Parties in Interest. Nothing in this Master Indenture or in any Series
Indenttne or Supplemental Indenture, expressed or implied, is intended to or shall be constnred
to confer upon or to give to any Person other than the Authority, the Tnrstee, Qualified
Counterparties, the Payrng Agents, the Credit Facility Providers, the Liquidity Facility Providers
and the Owners of the Obligations any rights, remediss or claims under or by reason of this
Master Indenture or any Series Indenture or any covenants, condition or stipulation thereo{, and
all coveirants, stipulations, promises and agreements in this Master Indenture and any Series
Indenfure or Supplemental Indenture contained by or on behalf of the Authority shall be for the
sole and exclusive benefit of the Authority the Tnrstee, Qualified Counterparties, the Palng
Agents, the Credit Facility Providers, the Liquidity Facility Providers and the Owners from time
to time ofthe Obligations.
Section 1105. Successorqhip olAuthority and Effect of Covenants. All covenants,
stipulations, obligations and agreerrents of the Authority contained in this Master Indenture shall
be deerned to be cove,nants, stipulations, obligations and agree,ments of the Authority to the full
extent authorized or pennitted by law, and all zuch cove,nants, stipulations, obligations and
agree'ments shall be binding upon the successor or sucsessors thereof from time to timg and
upotr any officer, boar4 bodS commissiorL authority, agency or instnrmentality to whom or to
which anypolver or duty affecting such covenants, stipulations, obligations and agreements shall
be hansfered by orin accordance with law.
70
)
No cove,nant, stipulation, obligation or agrcement herein contained shall be deemed to be
a covenant, stipulation, obligation or agreeme,nt of any present or future directors, agent or
employee of the Authority in his or her individual capacity, and neither the Authority nor any
officer thereo{, present or future, executing the Bonds or Qualified Exchango Agreements shall
be liable personally on the Bonds or Qualified Exchange Agreements or be subject to any
personal liability or responsibilitybyreason of the issuance thereof.
Section 1106. Manner of Giving Additional Notice. All mtices, certificates or other
communications hereunder shall be sufficiently given and shall be dmed grvm whe,n mailed by
first class mail, postage prepaid (except as otherwise specifically pmvided herein), with proper
address as indicated below. The Authority, the Trustee, Payrng Agen! S&P or Moody's may, by
writte,n notice gven by it to the others, designate any other address oraddresses to which notices,
certificates or other communications to it shall be se,nt when required as contemplated by this
Master Indenture. Until otherwise so provide( all notices, certificates and commrmications to
each of therr shall be addressed as follows:
To the Authority:
New Mexico Finmce Auttrority
409 St. Mchaelslhive
SantaFg NewMexico 87505
Attention: Executive Director
Telephone: (5O, 98+1454
Facsimile: (505) 984-0002
Bank ofAlbuquque,
To the Trustee and Paying Agent:
N.A
201 Third SheetNW, Suite 1400
Albuquerque, NM 87102
Atte,ntion: Corporde Tnrst Deparfinent
Telephone: (5O5) 222-8M6
Facsimile: (505) ?n-8453
To S&P:
Standard & Poot's
55 ltrater Street
New York,
NY l()o4l
Attention: Mmicipal Ratings Deparhent
Telephone: Ql2) 438-2lU
Facsimile: Qlz) 438-2131
ToMoody's:
Moody's Investors Service
99 Church Sheef,4lh Floor
New Yorlg New Yort 10007
Attention: Mmicipal Ratings Deparhent
Telephone: Qlz, 553-O3W
Facsimile: Q12r5534558
All documents received by the Trustee under the provisions of this Master Indenture or
photographic copies thereof shall be retained in its possession until this Master Indenture shall be
)
7l
released under the provisions of Section
ll0l, subject at all reasonable times to the inspection of
the Authority, any age,lrcy or officer of the Authority, any Owner, and the agents
and
repres entatives thereof.
Section 1107. Additional Notice to RatingAgencies.- TheAuthority agrees to cooperate
in providing each Rating Agency any information (not privileged or otherwise required to be
kept private) within its knowledge relating to the Authority or this Master Indenture reasonably
requested in writing by such Rating Agency in connection with its maintenance of a rating or
rating of the Bonds. In addition, the Authority shall provide prompt written notice to the Rating
Agencies of any of the following: (i) if there is any change in any Credit Enhancement Facility,
the Credit Facility Provider, the Liquidity Facility or the Liquidity Facility Provider; (ii)
defeasances of Bonds; (iii) any change in Fiduciary; (iv) rederrptions of Bonds; and (v)
termination of Qualifi ed Exchange Agreemelrts.
Section 1108. Qualified Counterparty Right. Notwithstanding any provisions of this
Master Indenture, no Qualified Counterparty which shall be in default under any Qualified
Exchange Agreement with the Authority shall have any of the rights granted to a eualified
Counterparty or as the Owner of an Obligation hereunder, except for the rigbt to collect an
Exchange Terrrination PaSme,lrt, if the Qualified Exchange Agreement is then terminated and an
Exchange TerminationPaynent is owed to the Qualified Counterparty.
Section 1109. Aepreeate Principal Amount of Obligations. Whe,never in this Master
Indentnre reference is made to the aggreg*e principal amormt of any Obligations, such phrase
$all mean, at any time, the outstanding principal amormt of any Bonds and the outstanding
Qualified Exchange Agreernent value of any Qualified Exchange Agreement.
Section 1110. Effect of Partial Invaliditv. In case any one or more of the provisions of
this Master brdenture or of the Obligations issued hereunder shall for any reason be held to be
illegal or invali4 such illegality or invalidity shall not alfect any other provision of this Master
Indenture or of the Obligations, but this Master Indenture md the Obligations shall be construed
and enforced as ifsuch illegal or invalid provision had not been contained therein. In case any
cove,nant stipulation, obligation or agreeme,nt contained in the Obligations or in this Master
Indenture shall for any reason be held to be in violation of law, the,n such cove,nan! stipulation,
obligation or agreemeirt shall be deeqned to be the covenan! stipulation, obligation or agree,rnent
of the Authority to the firll exte,nt permitted by law.
Section llll. Palment Due on Non-Business Days. Unless otherwise provided in the
applicable Series Inde,lrture, if the date for making my palment of principal or pre,mium, if any,
or interest or any Bond or Qualified Exchange Agreement or the last date for perforrrance of any
act or the exe,rcising of any righq as provided in this Master Indenfure and any Series Indenture,
shall not be a Business Da5 such palment may be made or act performed orright exercised on
tle next succeeding Business Day, with the same force and effect as if done on the nominal date
pmvided in this Master Indenture or zuch Series Inde,lrture.
Section 1112. Sectrity Instnrment. A certified copy of this Master Inde,lrture, delivered
to and accepted by the Tnrstee, shall con*itute a security agreement pursuant to and for all
72
)
pu{poses of the Uniform Commercial Code, Chapter 55, NMSA 1978. Unless the provisions of
Chapter 55, Article 9, NMSA 1978, ne interpreted to apply the security interest, lien and pledge
contained in this Master Indenture, the preparation of financing statements, if any, with respect
to the Trust Estate, and the filing of zuch financing stateme,nts, is intended solely as a precaution
to preserve and protect the rights of the Trustee with respect to the Tnrst Estate.
Section 11.13, Counterparts. This Master Inde,nture 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 instnrment.
Sectionlll4. Governine Law. This Master Indenture shall be govemed by
constnred in accordance with the laws of the State.
73
and
)
duf
IN WITNESS WHEREOR the parties hereto have
caused this Master Indenture
executed as ofthe day and year first above written.
to
NEW MEXICO FINA}ICE AUTHORITY
[.\ufhori{y Seal]
Attest:
By:
BANK OF ALBUQIJERQLJE, N.A.,
Vice Preside,lrt and Trust Officer
[Banii Seai]
Attest:
::'
By
\
DpilrllU,^,-*
Donald Fenne,ma
Assistant Vice President and Tnrst Officer
Approved forExecution by Offrcers of the
New Mexlco Flnance Authority:
Modxall, Sperling Roehl, Haris & Sisk, p.A.,
DuaneE. Brown
74
as Trusree
be