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Agreement, or the Promissory Note contemplated in subsection (a) or (b) above, upon being indemnified
satisfactorily with respect to expenses, the Trustee shall cause notice of the proposed amendment, change
or modification to be provided in the manner which is required by Section 8.03 hereof with respect to notice
of Supplemental Indentures. The notice shall set forth briefly the nature of the proposed amendment,
change or modification and shall state that copies of the instrument or document embodying it are on file
at the designated corporate trust office of the Trustee for inspection by all Holders.
ARTICLE XII
MEETINGS OF HOLDERS
Section 12.01 Purposes of Meetings. A meeting of the Holders may be called at any time and
from time to time pursuant to the provisions of this Article, to take any action (a) authorized to be taken by
or on behalf of the Holders of any specified aggregate principal amount of the Bonds; (b) under any
provision of this Indenture; or (c) authorized or permitted by law.
Section 12.02 Call of Meetings. The Trustee may (but shall not be obligated to) call at any time
a meeting of Holders pursuant to Section 12.01 hereof to be held at any reasonable time and place the
Trustee shall determine. Notice of such meeting, setting forth the time, place and generally the subject
thereof, shall be mailed by first-class mail, postage prepaid, not fewer than 15 or more than 90 days prior
to the date of the meeting to the Holders at their addresses as they appear on the Register on the fifteenth
day preceding such mailing, which fifteenth day, preceding the mailing, shall be the record date for the
meeting.
At any time the Issuer or the Borrower, or the Holders of at least 25% in aggregate principal amount
of the Bonds then Outstanding, shall have requested the Trustee to call a meeting of the Holders, by written
request setting forth the purpose of the meeting, and the Trustee shall not have mailed the notice of the
meeting within 20 days after receipt of the request, then the Issuer, the Borrower, the Federal Investor
Limited Partner, the State Investor Limited Partner, or the Holders of Bonds in the amount above specified
may determine the time and the place of the meeting and may call the meeting to take any action authorized
in Section 12.01 hereof, by mailing notice thereof as provided above.
Any meetings of the Holders shall be valid without notice, if the Holders of all Bonds then
Outstanding are present in person or by proxy, or if notice is waived before or after the meeting by the
Holders of all Bonds Outstanding who were not so present at the meeting, and if the Issuer, the Borrower,
and the Trustee are either present by duly authorized representatives or have waived notice, before or after
the meeting.
Section 12.03 Voting. To be entitled to vote at any meeting of the Holders, a Person shall (a) be
a Holder of one (1) or more Outstanding Bonds as of the record date for the meeting as determined above;
or (b) be a person appointed by an instrument or document in writing as proxy by a Person who is a Holder
as of the record date for the meeting of one (1) or more Outstanding Bonds. Each Holder or proxy shall be
entitled to one vote for each $100,000 principal amount of Bonds held or represented by it.
The vote upon any resolution submitted to any meeting of the Holders shall be by written ballots
on which shall be subscribed the signatures of the Holders of Bonds or of their representatives by proxy
and the identifying number or numbers of the Bonds held or represented by them.
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