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Trust Indenture

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Sectors: Consumer Products (Durables)
Governing Law: Indiana, View Indiana State Laws
Effective Date: September 01, 1998
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as Trustee





Dated as of September 1, 1998



Ice Miller Donadio & Ryan
Bond Counsel





Section 1.01. Definitions 4 Section 1.02. Interpretation 17 Section 1.03. Captions and Headings 17


Section 2.01. Authorized Amount of Bonds 18 Section 2.02. Issuance of Project Bonds 18 Section 2.03. Maturity and Interest 19 Section 2.04. Tender Options 21 Section 2.05. Mandatory Tender Upon Conversion to a New
Interest Rate Mode 24 Section 2.06. Mandatory Tender Upon Delivery of an Alternate
Letter of Credit 25 Section 2.07. Mandatory Tender Upon Expiration of the Letter
of Credit . 25 Section 2.08. Delivery of the Project Bonds 26 Section 2.09. Issuance and Delivery of Additional Bonds 26


Section 3.01. Form of Bonds 29 Section 3.02. Variable Terms 29 Section 3.03. Execution and Authentication of Bonds 30 Section 3.04. Source of Payment of Bonds 30 Section 3.05. Payment and Ownership of Bonds 30 Section 3.06. Transfer and Exchange of Bonds 31 Section 3.07. Mutilated, Lost, Wrongfully Taken, Undelivered or
Destroyed Bonds 33 Section 3.08. Cancellation of Bonds 34


Section 4.01. Terms of Redemption of Project Bonds 35 Section 4.02. Partial Redemption 36 Section 4.03. Issuer's Election to Redeem 37 Section 4.04. Notice of Redemption 37 Section 4.05. Payment of Redeemed Bonds 38


Section 4.06. Variation of Redemption Provisions 39


Section 5.01. Creation of Refunding Fund 40 Section 5.02. Disbursements From and Records of
Refunding Fund 40 Section 5.03. Creation of Bond Fund; Letter of Credit 40 Section 5.04. Creation of Remarketing Reimbursement Fund 43 Section 5.05. Investment of Bond Fund, Refunding Fund and Rebate Fund 44 Section 5.06. Moneys to be Held in Trust 44 Section 5.07. Nonpresentment of Bonds 45 Section 5.08. Repayment to the Bank or the Borrower from the Bond Fund 45 Section 5.09. Alternate Letter of Credit 46 Section 5.10. Compliance with Section 148 of the Code 46 Section 5.11. Rebate Fund 47


Section 6.01. Trustee's Acceptance and Responsibilities 48 Section 6.02. Certain Rights and Obligations of the Trustee 49 Section 6.03. Fees, Charges and Expenses of Trustee, Registrar,
Paying Agent and Authenticating Agents 52 Section 6.04. Intervention by Trustee 53 Section 6.05. Successor Trustee 53 Section 6.06. Appointment of Co-Trustee 53 Section 6.07. Resignation by the Trustee 54 Section 6.08. Removal of the Trustee 54 Section 6.09. Appointment of Successor Trustee 54 Section 6.10. Adoption of Authentication 56 Section 6.11. Registrars 56 Section 6.12. Designation and Succession of Paying Agents 57 Section 6.13. Designation and Succession of Authenticating Agents 58 Section 6.14. Dealing in Bonds 59 Section 6.15. Representations, Agreements and Covenants of Trustee 59 Section 6.16. [RESERVED] 59 Section 6.17. Concerning the Remarketing Agent 59 Section 6.18. Qualifications of Remarketing Agent 60 Section 6.19. Remarketing of Project Bonds 61 Section 6.20. Delivery of Purchased Project Bonds and Remarketing
of Pledged Bonds 62



Section 7.01. Defaults; Events of Default 65 Section 7.02. Notice of Default 66 Section 7.03. Acceleration 66 Section 7.04. Other Remedies; Rights of Holders 67 Section 7.05. Right of Holders to Direct Proceedings 68 Section 7.06. Application of Moneys 68 Section 7.07. Remedies Vested in Trustee 69 Section 7.08. Rights and Remedies of Holders 70 Section 7.09. Termination of Proceedings 70 Section 7.10. Waivers of Events of Default 71


Section 8.01. Supplemental Indentures Generally 72 Section 8.02. Supplemental Indentures Not Requiring Consent of Holders 72 Section 8.03. Supplemental Indentures Requiring Consent of Holders 73 Section 8.04. Acceptance of Supplemental Credit Facility 75 Section 8.05. Consent of Borrower 75 Section 8.06. Authorization to Trustee; Effect of Supplement 75 Section 8.07. Opinion of Counsel 76 Section 8.08. Modification by Unanimous Consent 76


Section 9.01. Release of Indenture 77 Section 9.02. Payment and Discharge of Bonds 77 Section 9.03. Survival of Certain Provisions 78


Section 10.01. Covenants and Agreements of the Issuer 80 Section 10.02. Observance and Performance of Covenants, Agreements,
Authority and Actions 81


Section 11.01. Amendments Not Requiring Consent of Holders 83 Section 11.02. Amendments Requiring Consent of Holders 83



Section 12.01. Purposes of Meetings 85 Section 12.02. Call of Meetings 85 Section 12.03. Voting 85 Section 12.04. Meetings 86 Section 12.05. Miscellaneous 86


Section 13.01. Limitation of Rights 87 Section 13.02. Severability 87 Section 13.03. Notices 87 Section 13.04. Suspension of Mail 89 Section 13.05. Payments Due on Saturdays, Sundays and Holidays 89 Section 13.06. Instruments of Holders 89 Section 13.07. Priority of this Indenture 90 Section 13.08. Extent of Covenants; No Personal Liability 90 Section 13.09. Rating Categories 90 Section 13.10. Binding Effect 90 Section 13.11. Counterparts 91 Section 13.12. Governing Law 91

Exhibit A Form of Bond A-1



THIS TRUST INDENTURE (the "Indenture") dated as of September 1, 1998, by and between the CITY OF WABASH, INDIANA, a municipal corporation organized and existing under the laws of the State of Indiana (the "Issuer"), and BANK ONE TRUST COMPANY, NA, as trustee (the "Trustee"), a national banking association having its principal Indiana corporate trust office located in Indianapolis, Indiana, under the circumstances summarized in the following recitals (the capitalized terms not defined above or in the recitals hereto shall have the meanings set forth in Article I hereof unless the context or use clearly indicates another meaning or intent).


WHEREAS, the Indiana Code, Title 36, Article 7, Chapters 11.9 and 12 and Indiana Code, Title 5, Article 1, Chapter 5, as supplemented and amended (collectively the "Act"), authorizes and empowers the Issuer to issue revenue bonds and lend the proceeds therefrom to an individual or entity for the purpose of currently refunding the Prior Bonds, the proceeds of which were used to finance economic development facilities and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes; and

WHEREAS, the Act declares that the financing of economic development facilities constitutes a public purpose; and

WHEREAS, the Act provides that such bonds may be secured by a trust indenture between the Issuer and a corporate trustee; and

WHEREAS, the Issuer proposes to issue its Adjustable Rate Economic Development Revenue Refunding Bonds, Series 1998 (Martin Yale Industries, Inc. Project) (the "Project Bonds") in the aggregate principal amount of Two Million Seven Hundred Thousand Dollars ($2,700,000) for the purpose of currently refunding the Prior Bonds, the proceeds of which were used to finance economic development facilities in Wabash, Indiana;

WHEREAS, the Trustee has accepted the trust created by this Indenture, and in evidence thereof has joined in the execution hereof;

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to secure the payment of Bond Service Charges on the Bonds according to their true intent and meaning, to secure the performance and observance of all of the covenants, agreements, obligations and conditions contained therein and herein, and to declare the terms and conditions upon and subject to which the Bonds are and are intended to be issued, held, secured and enforced, and in consideration of the premises and the acceptance by the Trustee of the trusts created herein and of the purchase and acceptance of the Project Bonds by the Holders, and for other good and valuable consideration, the receipt of which is acknowledged, the Issuer has executed and delivered this Indenture and absolutely assigns hereby to the Trustee, and to its successors in trust, and its


and their assigns, all right, title and interest of the Issuer in and to (a) the Revenues, including, without limitation, all Loan Paymentsand other amounts receivable by or on behalf of the Issuer under the Agreement in respect of repayment of the Loan (but excluding any amounts in the Rebate Fund); (b) the Agreement, except for the Unassigned Issuer's Rights; and (c) the Project Note.

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

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

(a) except as provided otherwise herein, for the equal and proportionate benefit, security and protection of all present and future Holders of the Bonds issued or to be issued under and secured by this Indenture,

(b) for the enforcement of the payment of the principal of and interest and any premium on the Bonds, when payable, according to the true intent and meaning thereof and of this Indenture, and

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

in each case, without preference, priority or distinction, as to lien or otherwise, of any one Bond over any other by reason of designation, number, date of the Bonds or of authorization, issuance, sale, execution, authentication, delivery or maturity thereof, or otherwise, so that each Bond and all Bonds shall have the same right, lien and privilege under this Indenture and shall be secured equally and ratably hereby, it being intended that the lien and security of this Indenture shall take effect from the date hereof, without regard to the date of the actual issue, sale or disposition of the Bonds, as though upon that date all of the Bonds were actually issued, sold and delivered to purchasers for value; provided, however, that moneys drawn under the Letter of Credit shall be applied only to the payment of the purchase price of or the principal of and interest on the Project Bonds or Beneficial Ownership Interests; and provided further however, that

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

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


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

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




Section 1.01. DEFINITIONS. In addition to the words and terms defined elsewhere in this Indenture, the words and terms defined in this Section shall have the meanings herein specified unless the context or use clearly indicates another or different meaning or intent. Those words and terms not expressly defined herein and used herein with initial capitalization where rules of grammar do not otherwise require capitalization, or which are otherwise defined terms under the Agreement, as hereinafter defined, shall have the meanings assigned to them in the Agreement.

"Act" means, collectively, the Indiana Code, Title 36, Article 7, Chapters 11.9 and 12 and Indiana Code, Title 5, Article 1, Chapter 5, as supplemented and amended.

"Additional Bonds" means Bonds which may be issued under Section 2.09 of this Indenture.

"Additional Notes" means any non-negotiable promissory note or notes, in addition to the Project Note, delivered by the Borrower to the Trustee in connection with the issuance of Additional Bonds, as provided in the Agreement.

"Adjustable Rate" means any interest rate to be borne by the Project Bonds other than the Fixed Interest Rate.

"Agreement" means the Loan Agreement dated as of even date with this Indenture, between the Issuer and the Borrower, as amended or supplemented from time to time.

"Alternate Letter of Credit" means an irrevocable letter of credit authorizing drawings thereunder by the Trustee issued by a bank, a trust company or other financial institution and meeting the requirements of Section 5.09 hereof, which Alternate Letter of Credit shall be the same in all material respects (except as to expiration date) as the Letter of Credit.

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

"Authorized Borrower Representative" means the person designated at the time pursuant to the Agreement to act on behalf of the Borrower by written instrument furnished to the Issuer and the Trustee, containing the specimen signature of such person and signed by any officer of the Borrower. Such instrument may designate an alternate or alternates.

"Bank" means Bank One, Indiana, NA, a national banking association, and its successors


and assigns. Upon issuance and effectiveness of any Alternate Letter of Credit, "Bank" shall mean the issuer thereof and its successors and assigns.

"Beneficial Owner" means, with respect to the Project Bonds, a Person owning a Beneficial Ownership Interest therein, as evidenced to the satisfaction of the Trustee.

"Beneficial Ownership Interest" means the beneficial right to receive payments and notices with respect to the Project Bonds which are held by the Depository under a book entry system.

"Bond Counsel" means an attorney-at-law or firm of attorneys (other than an employee of the Borrower but including any law firm serving as counsel to the Borrower) satisfactory to the Trustee, the Bank and the Issuer and nationally recognized as experienced in matters relating to the tax exemption of interest on bonds of states and political subdivisions.

"Bond Fund" means the Bond Fund created in Section 5.03 hereof.

"Bond Legislation" or "Bond Ordinance" means (a) when used with reference to the Project Bonds, the ordinance providing for their issuance and approving the Agreement, this Indenture, the Bond Placement Agreement, the Letter of Representations and related matters; (b) when used with reference to an issue of Additional Bonds, the ordinance providing for the issuance of the Project Bonds, to the extent applicable, and the ordinance providing for the issuance of the Additional Bonds and approving any amendment or supplement to the Agreement, any Supplemental Indenture and related matters; and (c) when used with reference to Bonds when Additional Bonds are outstanding, the ordinance providing for the issuance of the Project Bonds and the ordinance providing for the issuance of the then outstanding and the then to be issued Additional Bonds; in each case as amended or supplemented from time to time. The Bond Legislation is incorporated herein by reference.

"Bond Placement Agreement" means, as to the Project Bonds, the Bond Placement Agreement dated as of the date hereof among the Issuer, the Placement Agent and the Borrower and, as to any Additional Bonds, the bond placement agreement provided for in the Bond Legislation providing for the issuance of the Additional Bonds.

"Bond Purchase Date" means any Bond Purchase Date as defined and provided for in Sections 2.04, 2.05 or 2.06 hereof.

"Bond Service Charges" means, for any series of Bonds, the principal of, premium, if any, and interest on such Bonds for any period or payable at any time, whether due on an Interest Payment Date, at maturity or upon acceleration or redemption.

"Bonds" means the Project Bonds and any Additional Bonds.

"Book entry form" or "book entry system" means, with respect to the Project Bonds, a form or system, as applicable, under which (a) the Beneficial Ownership Interests may be


transferred only through a book entry and (b) physical Project Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as Holder, with the physical Project Bond certificates "immobilized" in the custody of the Depository. The book entry system maintained by and the responsibility of the Depository and not maintained by or the responsibility of the Issuer or the Trustee is the record that identifies, and records the transfer of the interests of, the owners of book entry interests in the Project Bonds.

"Borrower" means Martin Yale Industries, Inc., an Indiana corporation, and its successors and assigns.

"Business Day" means a day of the year, other than a Saturday or Sunday, on which commercial banks located in the city or cities in which the principal corporate trust office of the Trustee, the principal office of the Remarketing Agent, the Bank's LOC Processing Office (as defined in the Letter of Credit) and the principal office of the Bank are located, are not required or authorized to remain closed, and on which the New York Stock Exchange is not closed.

"Closing Date" means the date of delivery of and payment for the Project Bonds.

"Code" means the Internal Revenue Code of 1986, as amended from time to time. References to the Code and Sections of the Code include relevant applicable regulations and proposed regulations thereunder (and under the related provisions of the Internal Revenue Code of 1954, as amended) and any successor provisions to those Sections, regulations or proposed regulations.

"Credit Agreement" means the Amended and Restated Credit and Guaranty Agreement dated as of the Closing Date, among the Bank, the Borrower and the Guarantor. Upon the issuance of any Alternate Letter of Credit, "Credit Agreement" shall mean the reimbursement or similar agreement relating to such Alternate Letter of Credit, entered into among the Borrower, the issuer of such Letter of Credit and the Guarantor.

"Depository" means any securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a book entry system to record ownership of book entry interests in Bonds, and to effect transfers of book entry interests in Bonds in book entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York.

"Determination of Taxability" with respect to the Project Bonds shall occur when, (a) the Trustee receives written notice from the Borrower, supported by an opinion of Bond Counsel, that interest on the Project Bonds is includable in the gross income of Holders of the Project Bonds for federal income tax purposes or (b) the Internal Revenue Service shall claim in writing that interest on the Project Bonds is includable in the gross income of Holders of the Project Bonds, for federal income tax purposes; provided, that such a claim shall not be deemed a Determination of Taxability unless the Borrower is afforded reasonable opportunity (at the Borrower's sole expense and for a period not to exceed 2 years) to pursue any judicial or administrative remedy available to the Borrower with respect to such claim.


"Direct Participant" means a Participant as defined in the Letter of Representations.

"Eligible Funds" means (i) amounts on deposit in the Bond Fund (other than funds derived from a draw on the Letter of Credit) for a continuous period of 91 consecutive days during which there shall not have occurred the filing of a voluntary or involuntary petition in bankruptcy under the United States Bankruptcy Code, 11 U.S.C. Section 101 ET. SEQ. (as it may be amended from time to time), or the commencement of a proceeding under any other applicable laws concerning insolvency, reorganization or bankruptcy, by or against the Borrower or the Issuer, unless such petition or proceeding shall have been dismissed and such dismissal shall be final and not subject to appeal, or (ii) any other funds that, in the opinion of bankruptcy counsel acceptable to the Trustee and the Letter of Credit Bank, are not subject to avoidance under insolvency or bankruptcy laws.

"Eligible Investments" means:

(a) Government Obligations;

(b) Federal Home Loan Mortgage Corporation (FHLMC) and Farm Credit Banks (Federal Land
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