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HomeMy WebLinkAboutD-2165-14 Refunding of 2004 and 2006 COIT Bond/$65,000,000 Sponsor: Councilor Snyder ORDINANCE D-2165-14 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, APPROVING AMENDMENTS TO CERTAIN LEASE AGREEMENTS BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND THE CITY OF CARMEL REDEVELOPMENT COMMISSION, PLEDGING COUNTY OPTION INCOME TAX REVENUES OF THE CITY TO PAY CERTAIN OBLIGATIONS AND TAKING OTHER ACTIONS RELATED THERETO WHEREAS, the City of Cannel Redevelopment Authority (the "Authority") has been created pursuant to Indiana Code 36-7-14.5 as a separate body corporate and politic, and as an instrumentality of the City of Carmel, Indiana (the "City") to finance local public improvements for lease to the City of Carmel Redevelopment Commission (the "Commission"); and WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of July 8, 1997, as amended by an Addendum to Lease Agreement, dated as of September 4, 1997, as further amended by a First Amendment to Lease Agreement, dated as of March 1, 2004 (collectively, the "1997 Lease"); and WHEREAS, the Authority issued its County Option Income Tax Lease Rental Revenue Refunding Bonds of 2004, dated March 18, 2004 (the "2004 Bonds"), in the original aggregate principal amount of Twenty-Seven Million Nine Hundred Eighty-Five Thousand Dollars ($27,985,000), pursuant to a Trust Indenture, dated as of March 1, 2004, between the Lessor and The Bank of New York Mellon Trust Company, N.A., as trustee, for the purpose of procuring funds to advance refund the Authority's outstanding County Option Income Tax Lease Rental Revenue Bonds of 1997 and to pay costs incurred on the account of the issuance and sale of the 2004 Bonds; and WHEREAS, the 2004 Bonds are currently outstanding in the aggregate principal amount of Nine Million Seven Hundred Ten Thousand Dollars ($9,710,000); and WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of July 1, 2006, as amended by an Addendum #1 to Lease, dated as of August 1, 2006 (collectively, the "2006 Lease"); and WHEREAS, the Authority issued its County Option Income Tax Lease Rental Revenue Bonds of 2006, dated August 29, 2006 (the "2006 Bonds"), in the original aggregate principal amount of Seventy-Two Million Dollars ($72,000,000), pursuant to a Trust Indenture, dated as of August 1, 2006, between the Lessor and Regions Bank, as trustee, for the purpose of procuring funds to finance the costs of certain road improvements and other infrastructure projects in the City, pay capitalized interest on the 2006 Bonds, and pay costs incurred on the account of the issuance and sale of the 2006 Bonds; and WHEREAS, the 2006 Bonds are currently outstanding in the aggregate principal amount of Fifty-Eight Million Two Hundred Forty-Five Thousand Dollars ($58,245,000); and WHEREAS, Indiana Code 36-7-14.5 authorizes the refunding of bonds issued by the Authority; and WHEREAS, due to favorable market conditions, the Authority desires to refund all or a portion of the outstanding 2004 Bonds and/or the outstanding 2006 Bonds (collectively, the "Refunded Bonds") in order to effect a savings in the interest costs on the Refunded Bonds; and WHEREAS, the Authority has adopted, or is expected to adopt, a resolution authorizing the issuance of one or more series of refunding bonds designated as the "City of Carmel Redevelopment Authority County Option Income Tax Lease Rental Revenue Refunding Bonds of 2014 (with such additional or different series designation as may be determined to be necessary or appropriate)," in the aggregate principal amount not to exceed Sixty-Five Million Dollars ($65,000,000) (the "2014 Bonds"), for the purpose of providing funds to (a) effect a current and/or advance refunding of all or a portion of the Refunded Bonds, (b) if necessary, fund one or more debt service reserve funds or pay the premiums for one or more debt service reserve fund surety policies, and (c) pay the costs incurred on the account of the issuance and sale of the 2014 Bonds, including any premiums for a municipal bond insurance policy or other form of credit enhancement for the 2014 Bonds; and WHEREAS, pursuant to the 1997 Lease, the Commission has agreed to pay the Authority fixed annual rental payments, which were based on the semi-annual amounts of principal and interest due on the 2004 Bonds in each six-month period ending on each June 15 or December 15 (each a "Semi-Annual Period"), rounded up to the next $1,000 integral, plus an additional $2,000 each Semi-Annual Period to cover the certain administrative costs and expenses related to the 2004 Bonds, payable in advance in semi-annual installments on January 1 and July 1 of each year; and WHEREAS, pursuant to the 2006 Lease, the Commission has agreed to pay the Authority fixed annual rental payments, which were based on the semi-annual amounts of principal and interest due on the 2006 Bonds in each twelve-month period ending on each January 1 (each, an "Annual Period"), plus an additional $5,000 (rounded up to the next $1,000 integral) each Annual Period to cover the certain administrative costs and expenses related to the 2006 Bonds, payable in advance in semi-annual installments on January 1 and July 1 of each year; and WHEREAS, the Authority and the Commission have adopted, or are expected to adopt, resolutions (a) approving an amendment to the 1997 Lease, in substantially the form presented at this meeting (the "Amendment to 1997 Lease"), for the purpose of reducing the annual lease rental payments due under the 1997 Lease to correspond with the reduced debt service owed under the portion of the 2014 Bonds which is allocable to the 2004 Bonds, plus certain annual administrative costs and expenses related to the 2014 Bonds, thereby realizing a portion of the savings achieved by refunding the Refunded Bonds, and (b) approving an amendment to the 2006 Lease, in substantially the form presented at this meeting (the "Amendment to 2006 Lease"), for the purpose of reducing the annual lease rental payments due under the 2006 Lease to correspond with the reduced debt service owed under the portion of the 2014 Bonds which is allocable to the 2006 Bonds, plus certain annual administrative costs and expenses related to the 2 2014 Bonds, thereby realizing a portion of the savings achieved by refunding the Refunded Bonds; and WHEREAS, the Common Council of the City (the "Common Council") desires to approve the Amendment to 1997 Lease and the Amendment to 2006 Lease (collectively, the "Lease Amendments") pursuant to Indiana Code 36-7-14-25.2, which provides that any lease approved by a resolution of the Commission must be approved by an ordinance of the fiscal body of the unit; and WHEREAS, the annual rentals payable by the Commission under the 1997 Lease and the 2006 Lease, as amended by the respective Lease Amendments (collectively, the "Leases"), will be pledged by the Authority to pay debt service on the 2014 Bonds; and WHEREAS, the annual rentals payable by the Commission under the 1997 Lease, as amended by the Amendment to 1997 Lease, and the 2006 Lease, as amended by the Amendment to 2006 Lease (collectively, the "Leases") will be pledged by the Authority to pay debt service on the 2014 Bonds, any unrefunded 2004 Bonds and any unrefunded 2006 Bonds; and WHEREAS, the Hamilton County Income Tax Council has imposed a county option income tax (the "COIT") pursuant to Indiana Code 6-3.5-6 on the adjusted gross income of Hamilton County (the "County") taxpayers; and WHEREAS, Indiana Code 6-3.5-6 provides that revenue derived from the imposition of the COIT shall be distributed to the County monthly on the first day of each month (the City's share of each such monthly distribution, a "Monthly Distribution"); and WHEREAS, pursuant to IC 36-7-14-25.5, the City of Cannel, Indiana (the "City") is authorized to pledge its Monthly Distributions of COIT revenues to pay lease obligations incurred under IC 36-7-14-25.2; and WHEREAS, on July 7, 1997, the Common Council adopted its Ordinance No. D-1302-97 (the "COIT Ordinance"), pursuant to which the Common Council, on behalf of the City, pledged and assigned the City's Monthly Distributions of COIT revenues for the payment of any bond, note, warrant or other evidence of indebtedness, any lease or any other obligation (any bond, note, warrant or other evidence of indebtedness, any lease or any other obligation, individually, an "Obligation" and, collectively, the "Obligations") identified by ordinance of the Common Council as an obligation secured by the COIT Ordinance (any Obligation so identified as an obligation secured by the COIT Ordinance, individually, a "Secured Obligation" and, collectively, the "Secured Obligations"), if certain conditions are satisfied, and such conditions have been satisfied; NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, as follows: Section 1. Approval of Lease Amendments and 2014 Bonds. The Common Council hereby approves the issuance of the 2014 Bonds and the execution and delivery of the Lease Amendments, as approved by the Commission, pursuant to Indiana Code 36-7-14-25.2, all 3 subject to the following conditions: (a) the maximum aggregate original principal amount of the 2014 Bonds shall not exceed $65,000,000; (b) the maximum annual lease rental payment during the term of the 1997 Lease, as amended by the Amendment to 1997 Lease, shall not exceed $2,673,000; (c) the maximum annual lease rental payment during the term of the 2006 Lease, as amended by the Amendment to 2006 Lease, shall not exceed $5,987,000; (d) the maximum interest rate on the 2014 Bonds shall not exceed six percent (6.00%) per annum; (e) the 2014 Bonds may be subject to redemption prior to maturity on any date not earlier than five (5) years following the date of issuance of the 2014 Bonds, with such specific dates and redemption terms determined at the time of the sale of the 2014 Bonds and approved by the Authority in the purchase agreement for the 2014 Bonds, all upon the advice of the financial advisor to the Authority; and (f) the Common Council shall approve the use of any surplus proceeds of the 2014 Bonds remaining after the defeasance of the Refunded Bonds. Section 2. Pledge of Pledged Revenues. Pursuant to IC 36-7-14-25.5, the Common Council, on behalf of the City, hereby pledges and assigns the City's Monthly Distributions of COIT revenues for the payment of the Secured Obligations, including the Leases. The Common Council hereby identifies each of the Leases as an obligation secured by the COIT Ordinance. Section 3. Creation of Contract; Amendment of Ordinance. (a) The provisions of this Ordinance shall constitute a contract by and between the City and the obligees of the Secured Obligations (including the Leases). After the issuance of any Secured Obligations, the Common Council shall not, except as specifically provided in Section 3(b) or 3(c) hereof, repeal, modify or amend this Ordinance. (b) The Common Council may, from time to time and at any time, without the consent of or notice to any obligees under any Secured Obligations, adopt a supplemental ordinance to modify or amend this Ordinance for any one or more of the following purposes: (i) To cure any ambiguity or formal defect or omission in this Ordinance or in any supplemental ordinance; (ii) To grant to or confer upon any obligees under any Secured Obligations any additional benefits, rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon such obligees under such Secured Obligations; (iii) To modify or amend this Ordinance to permit the qualification of any Secured Obligations for sale under the securities laws of the United States of America or any of the states of the United States of America; (iv) To provide for the refunding or advance refunding of any Secured Obligations; (v) To procure a rating on any Secured Obligations from a nationally recognized securities rating agency, designated in such supplemental ordinance, 4 if such supplemental ordinance will not materially adversely affect the interests of any obligees under any Secured Obligations; (vi) To make changes to reflect the identification of any Obligation as an obligation secured by the COIT Ordinance in accordance with Section 3 thereof; or (vii) Any other purpose which, in the judgment of the Common Council, does not materially adversely affect the interests of any obligees under any Secured Obligations. (c) This Ordinance, and the rights and obligations of the City and any obligees under any Secured Obligations, may be modified or amended from time to time at any time by a supplemental ordinance adopted by the Common Council with the consent of the obligees under the Secured Obligations affected by such modification or amendment, holding at least a majority in aggregate principal amount of such Secured Obligations then outstanding (exclusive of Secured Obligations, if any, owned by the City); provided, however, that no such modification or amendment shall, without the express consent of all of the obligees under the Secured Obligations affected by such modification or amendment, permit a privilege or priority of any of such Secured Obligations over any other of such Secured Obligations, or create a lien securing any of such Secured Obligations other than a lien ratably securing all of such Secured Obligations, nor shall any such modification or amendment reduce the percentage of consent required for amendment or modification of this Ordinance. Any act done pursuant to a modification or amendment so consented to shall be binding upon all the obligees under the Secured Obligations and shall not be deemed an infringement of any of the provisions of this Ordinance, and may be done and performed as fully and freely as if expressly permitted by the terms of this Ordinance, and, after such consent relating to such specified matters has been given, no obligees under the Secured Obligations shall have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the City or any officer thereof from taking any action pursuant thereto. If the City shall desire to obtain any such consent to any modification or amendment of this Ordinance, it shall mail or cause to be mailed a notice, postage prepaid, to the respective obligees under the Secured Obligations affected by such modification or amendment. Such notice shall briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy thereof is on file for inspection by all obligees under such Secured Obligations. The City shall not, however, be subject to any liability to any obligees under any Secured Obligations by reason of its failure to mail the notice described in this Section 4, and any such failure shall not affect the validity of such supplemental ordinance when consented to and approved as provided in this Section 4. Whenever, at any time within one year after the date of the mailing of such notice, the City shall receive an instrument or instruments purporting to be executed by the obligees under such Secured Obligations of not less than a majority in aggregate principal amount of such Secured Obligations then outstanding (exclusive of Secured Obligations, if any, owned by the 5 City), which instrument or instruments shall refer to the proposed supplemental ordinance described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file, thereupon, but not otherwise, the Common Council may adopt such supplemental ordinance in substantially such form, without liability or responsibility to any obligees under the Secured Obligations, whether or not such obligee shall have consented thereto. (d) Upon the adoption of any supplemental ordinance pursuant to the provisions of this Section 3, this Ordinance shall be, and is deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Ordinance shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. Section 4. Severability. If any part of this Ordinance shall be adjudged to be invalid by a court of proper jurisdiction, it shall be conclusively presumed that the Common Council would have passed the remainder of this Ordinance without such invalid part. Section 5. Authorization of Other Actions. Each of the Mayor, any member of the Common Council and the Clerk-Treasurer, and any other officer, employee or agent of the City is hereby authorized and directed, for and on behalf of the City, to execute and deliver any contract, deed, agreement, certificate, instrument or other document and to take any action as such person determines to be necessary or appropriate to accomplish the purposes of this Ordinance, such determination to be conclusively evidenced by such person's execution of such contract, deed, agreement, certificate, instrument or other document or such person's taking of such action. Section 6. Repeal of Conflicting Ordinances. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance, are, to the extent of such conflict, hereby repealed. Section 7. Effectiveness. This Ordinance shall be in full force and effect from and after its adoption by the Common Council and upon compliance with the procedures required by law. The COLT Ordinance shall remain in full force and effect and shall apply to the Leases. 6 PASSED by the Common Council of the City of Carmel, this oils day of , 2014, by a vote of 9 ayes and 3 nays. CO MO+ C UNCIL OF THE CITY OF CARMEL, INDIANA AF,;-- '`� © PPBs6 Presiding Officer Kevin D. Rider • Iva 010-(16' . W. Eric Seidensticker, President aro Tempore Carols-Schy + �� Ronald E. Carter Richar.`. . Sharp / 0 PPOSE n 4//_i 1��_� Sue Finkam WILTIFyder de ATTES . f> /),,/ , _ � /' Diana L. Cordray, IAMC, Clerk- ' :.surer nd Presented by me to the Mayor of the City of Carmel, Indiana, thisa day of 2014, at la:oag Diana L. Cordray, IAMC, Clerk-T.easurer Approved by me, Mayor of the City of Carmel, Indiana, this o day of aft)-‘11 2014, ata:35 P .M. J mes Brainard, Mayor ATTEST: 6(9-04 Diana L. Cordray, IAMC, Clerk-Treasurer Prepared by: Bruce D. Donaldson Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 INDSOI BJB 1446271v2 7 Draft of 03/07/14 SECOND AMENDMENT TO LEASE AGREEMENT by and between CITY OF CARMEL REDEVELOPMENT AUTHORITY and CITY OF CARMEL REDEVELOPMENT COMMISSION Dated as of 1, 2014 Cross Reference: This instrument supplements and amends the Lease Agreement,dated as of July 8, 1997, recorded in the office of the Recorder of Hamilton County on September 5, 1997, as Instrument No. 9709737068, as amended and supplemented by an Addendum to Lease Agreement, dated as of September 4, 1997, recorded in the office of the Recorder of Hamilton County on September 5, 1997,as Instrument No. 9709737069,as further amended and supplemented by a First Amendment to Lease Agreement, dated as of March 1, 2004, recorded in the office of the Recorder of Hamilton County on March_, 2004, as Instrument No. SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT,made and dated as of this 1st day of , 2014, by and between the CITY OF CARMEL REDEVELOPMENT AUTHORITY (the "Lessor"), a separate body corporate and politic organized and existing under Indiana Code 36-7-14.5 as an instrumentality of the City of Carmel, Indiana (the "City"), and the CITY OF CARMEL REDEVELOPMENT COMMISSION(the"Lessee"),the governing body of the City of Carmel Department of Redevelopment acting for and on behalf of the City of Carmel Redevelopment District. WITNESSETH: WHEREAS, the Lessor and the Lessee entered into a Lease Agreement, dated as of July 8, 1997 (the "Original Lease") recorded in the office of the Recorder of Hamilton County on September 5, 1997,as Instrument No. 9709737068,as amended and supplemented by an Addendum to Lease Agreement, dated as of September 4, 1997, recorded in the office of the Recorder of Hamilton County on September 5, 1997, as Instrument No. 9709737069, as further amended and supplemented by a First Amendment to Lease Agreement,dated as of March 1,2004,recorded in the office of the Recorder of Hamilton County on March , 2004, as Instrument No. (the Original Lease, as so amended and supplemented, the "Lease"); and WHEREAS, the Lessor issued its County Option Income Tax Lease Rental Revenue Refunding Bonds of 2004, dated March 18, 2004 (the "2004 Bonds"), in the original aggregate principal amount of Twenty-Seven Million Nine Hundred Eighty-Five Thousand Dollars ($27,985,000),pursuant to a Trust Indenture,dated as of March 1,2004,between the Lessor and The Bank of New York Mellon Trust Company,N.A., as trustee, for the purpose of procuring funds to advance refund the Lessor's County Option Income Tax Lease Rental Revenue Bonds of 1997 and pay costs incurred on account of the issuance and sale of such bonds; and WHEREAS, the 2004 Bonds are currently outstanding in the aggregate principal amount of Nine Million Seven Hundred Ten Thousand Dollars ($9,710,000); and WHEREAS,Indiana Code 36-7-14.5 authorizes the refunding of bonds issued by the Lessor; and WHEREAS, the Lessor desires to effect a current refunding of all of the outstanding 2004 Bonds(the"Refunded Bonds")in order to lower interest costs on the Refunded Bonds and realize a savings to the Lessee; and WHEREAS,the Lessor has authorized and intends to issue refunding bonds designated"City of Carmel Redevelopment Authority County Option Income Tax Lease Rental Revenue Refunding Bonds of 2014", in the aggregate principal of Dollars ($ ) (the"2014 Bonds"),for the purpose of providing funds for: (a)paying principal and interest due on the Refunded Bonds through July 1,2014,(b)paying the redemption price on the remaining outstanding Refunded Bonds on July 1, 2014; (c) [funding a debt service reserve fund or credit facility for the 2014 Bonds][paying the premium for a debt service reserve fund credit facility]; and (d) paying the costs of refunding, including the costs of issuance of the 2014 Bonds; and WHEREAS, pursuant to the Lease, the Lessee has agreed to pay to the Lessor fixed annual rentals,which are based on the annual amount of principal and interest due on the 2014 Bonds; and WHEREAS, the Lessor and Lessee desire to amend the Lease to provide for annual lease rentals payable by the Lessee in amounts that correspond with the principal and interest payable on the 2014 Bonds; NOW THEREFORE, in consideration of the premises, the covenants and agreements hereinafter contained, and for other valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the Lessor and the Lessee agree as follows: PART I AMOUNT OF RENT PAYABLE AND RENTAL PAYMENT DATES The schedule of the amount and date of each semiannual installment of Fixed Annual Rentals payable under the Lease, is hereby amended to read in its entirety as set for in Exhibit A attached hereto. PART II REAFFIRMATION OF LEASE Except as otherwise provided herein, all terms, conditions and provisions of the Lease are hereby ratified and affirmed. PART III EFFECTIVE DATE The provisions of this Second Amendment to Lease Agreement are only effective upon the issuance of the 2014 Bonds. 2 IN WITNESS WHEREOF, Lessor and Lessee have executed this Second Amendment to Lease Agreement as of the date and year first above written. LESSOR: LESSEE: CITY OF CARMEL REDEVELOPMENT CITY OF CARMEL REDEVELOPMENT AUTHORITY COMMISSION By: By: President President ATTEST: ATTEST: By: By: Secretary-Treasurer Secretary 3 STATE OF INDIANA ) ) SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared and , personally known to be the President and Secretary-Treasurer,respectively,of the City of Carmel Redevelopment Authority(the"Authority"), and acknowledged the execution of the foregoing Second Amendment to Lease Agreement for and on behalf of the Authority. WITNESS my hand and notarial seal this day of , 2014. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: 4 STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared and , personally known to be the President and Secretary,respectively,of the City of Carmel Redevelopment Commission(the"Commission"),and acknowledged the execution of the foregoing Second Amendment to Lease Agreement for and on behalf of the Commission. WITNESS my hand and notarial seal this day of , 2014. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: I affirm under the penalties of perjury,that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Bruce D. Donaldson This instrument prepared by Bruce D. Donaldson, Esq., Barnes & Thornburg LLP, 11 South Meridian Street, Indianapolis, Indiana 46204. 5 EXHIBIT A Adjusted Lease Rental Payment Schedule [To be attached following the sale of the 2014 Bonds] INDS01 BJB 1446322v2 6 Draft of 03/07/14 FIRST AMENDMENT TO LEASE AGREEMENT by and between CITY OF CARMEL REDEVELOPMENT AUTHORITY and CITY OF CARMEL REDEVELOPMENT COMMISSION Dated as of 1, 2014 Cross Reference: This instrument supplements and amends the Lease Agreement,dated as of July 1, 2006, recorded in the office of the Recorder of Hamilton County on _, 2006, as Instrument No. ,as amended and supplemented by an Addendum#1 to Lease,dated as of August 1,2006,recorded in the office of the Recorder of Hamilton County on ,2006, as Instrument No. . FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT,made and dated as of this 1st day of , 2014, by and between the CITY OF CARMEL REDEVELOPMENT AUTHORITY (the "Lessor"), a separate body corporate and politic organized and existing under Indiana Code 36-7-14.5 as an instrumentality of the City of Carmel, Indiana (the "City"), and the CITY OF CARMEL REDEVELOPMENT COMMISSION(the"Lessee"),the governing body of the City of Carmel Department of Redevelopment acting for and on behalf of the City of Cannel Redevelopment District. WITNESSETH: WHEREAS, the Lessor and the Lessee entered into a Lease Agreement, dated as of July 1, 2006 (the"Original Lease")recorded in the office of the Recorder of Hamilton County on ,2006,as Instrument No. ,as amended and supplemented by Addendum#1 to Lease, dated as of August 1,2006,recorded in the office of the Recorder of Hamilton County on ,2006, as Instrument No. (the Original Lease,as so amended and supplemented,the "Lease"); and WHEREAS, the Lessor issued its County Option Income Tax Lease Rental Revenue Bonds of 2006, dated August 29, 2006 (the "2006 Bonds"), in the original aggregate principal amount of Seventy-Two Million Dollars ($72,000,000), pursuant to a Trust Indenture, dated as of August 1, 2006,between the Lessor and Regions Bank, as trustee,for the purpose of procuring funds to finance the costs of certain road improvements and other infrastructure projects in the City,pay capitalized interest on the 2006 Bonds, and pay costs incurred on the account of the issuance and sale of the 2006 Bonds; and WHEREAS, the 2006 Bonds are currently outstanding in the aggregate principal amount of Fifty-Eight Million Two Hundred Forty-Five Thousand Dollars ($58,245,000); and WHEREAS, Indiana Code 36-7-14.5 authorizes the refunding of bonds issued by the Lessor; and WHEREAS,the Lessor desires to effect an advance refunding of[all of the outstanding 2006 Bonds][the 2006 Bonds maturing on or after 1, 20 ] (the"Refunded Bonds")in order to lower interest costs on the Refunded Bonds and provide a savings to the Lessee; and WHEREAS,the Lessor has authorized and intends to issue refunding bonds designated"City of Carmel Redevelopment Authority County Option Income Tax Lease Rental Revenue Refunding Bonds of 2014", in the aggregate principal of Dollars ($ )(the"2014 Bonds"),for the purpose of providing funds for: (a)paying principal and interest due on the Refunded Bonds through July 1,2016, (b)paying the redemption price on the remaining outstanding Refunded Bonds on July 1, 2016; (c) [funding a debt service reserve fund or credit facility for the 2014 Bonds][paying the premium for a debt service reserve fund credit facility]; and (d) paying the costs of refunding, including the costs of issuance of the 2014 Bonds; and WHEREAS, pursuant to the Lease,the Lessee has agreed to pay to the Lessor fixed annual rentals,which are based on the annual amount of principal and interest due on the 2014 Bonds [and any unrefunded 2006 Bonds]; and WHEREAS, the Lessor and Lessee desire to amend the Lease to provide for annual lease rentals payable by the Lessee in amounts that correspond with the principal and interest payable on the 2014 Bonds [and any unrefunded 2006 Bonds]; NOW THEREFORE, in consideration of the premises, the covenants and agreements hereinafter contained, and for other valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the Lessor and the Lessee agree as follows: PART I AMOUNT OF RENT PAYABLE AND RENTAL PAYMENT DATES The schedule of the amount and date of each semiannual installment of Fixed Annual Rentals payable under the Lease, is hereby amended to read in its entirety as set for in Exhibit A attached hereto. PART II REAFFIRMATION OF LEASE Except as otherwise provided herein, all terms, conditions and provisions of the Lease are hereby ratified and affirmed. PART III EFFECTIVE DATE The provisions of this First Amendment to Lease Agreement are only effective upon the issuance of the 2014 Bonds. 2 IN WITNESS WHEREOF, Lessor and Lessee have executed this Second Amendment to Lease Agreement as of the date and year first above written. LESSOR: LESSEE: CITY OF CARMEL REDEVELOPMENT CITY OF CARMEL REDEVELOPMENT AUTHORITY COMMISSION By: By: President President ATTEST: ATTEST: By: By: Secretary-Treasurer Secretary 3 STATE OF INDIANA ) ) SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared and , personally known to be the President and Secretary-Treasurer,respectively, of the City of Carmel Redevelopment Authority(the"Authority"), and acknowledged the execution of the foregoing Second Amendment to Lease Agreement for and on behalf of the Authority. WITNESS my hand and notarial seal this day of , 2014. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: 4 STATE OF INDIANA ) ) SS: COUNTY OF _ ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared and , personally known to be the President and Secretary,respectively,of the City of Carmel Redevelopment Commission(the"Commission"),and acknowledged the execution of the foregoing Second Amendment to Lease Agreement for and on behalf of the Commission. WITNESS my hand and notarial seal this day of , 2014. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: I affirm under the penalties of perjury,that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Bruce D. Donaldson This instrument prepared by Bruce D. Donaldson, Esq., Barnes & Thornburg LLP, 11 South Meridian Street, Indianapolis, Indiana 46204. 5 EXHIBIT A Adjusted Lease Rental Payment Schedule [To be attached following the sale of the 2014 Bonds] INDS01 BJB 1446323x1 6