HomeMy WebLinkAboutFirst Supplemental Trust Indenture (2019A-1)
FIRST SUPPLEMENTAL TRUST INDENTURE
by and between
CITY OF CARMEL REDEVELOPMENT AUTHORITY
And
THE HUNTINGTON NATIONAL BANK, as Trustee
Dated as of April 1, 2019
Re:
$10,525,000
City of Carmel Redevelopment Authority
Taxable Lease Rental Bonds, Series 2019A-1 (LIT Supported)
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TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ...........................................................................................................4
ARTICLE II. MATURITIES, FORM, ISSUANCE, DELIVERY AND
REGISTRATION OF BONDS ............................................................................................6
Section 2.01. Principal Amount of 2019A-1 Bonds; Dated Date;
Denominations; Numbering; Maturities; Interest ........................................6
Section 2.02. Registration and Exchange of Bonds; Persons Treated as
Owners. ........................................................................................................7
Section 2.03. Form of 2019A-1 Bonds ..............................................................................7
Section 2.04. Medium, Form and Place of Payment..........................................................7
Section 2.05. Delivery of 2019A-1 Bonds .........................................................................7
ARTICLE III. FUNDS AND DEPOSIT OF 2019A-1 BOND PROCEEDS ..................................8
Section 3.01. Creation of Funds and Accounts. .................................................................8
Section 3.02. Deposit of Net Proceeds of 2019A-1 Bonds ................................................8
Section 3.03. 2019A-1 Construction Account. ..................................................................8
ARTICLE IV. REDEMPTION OF 2019A-1 BONDS ..................................................................11
Section 4.01. Redemption ................................................................................................11
ARTICLE V. COVENANTS OF THE AUTHORITY .................................................................12
Section 5.01. Lease. .........................................................................................................12
Section 5.02. Books of Record and Account ...................................................................12
ARTICLE VI. MISCELLANEOUS PROVISIONS......................................................................13
Section 6.01. Counterparts ...............................................................................................13
Section 6.02. Original Indenture ......................................................................................13
EXHIBIT A FORM OF 2019A-1 BONDS .............................................................................. A-1
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FIRST SUPPLEMENTAL TRUST INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, executed and dated as of the 1st day of
April, 2019 (the “First Supplemental Indenture”), by and between the CITY OF CARMEL
REDEVELOPMENT AUTHORITY, 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
(hereinafter called the “Authority”), and THE HUNTINGTON NATIONAL BANK, a national
banking association operating under the laws of the United States of America, as trustee (the
“Trustee”), supplementing and amending the Trust Indenture, dated as of December 1, 2017 (the
“Original Indenture”), made and entered into between the Authority and the Trustee (the Original
Indenture as supplemented by this First Supplemental Indenture and as further supplemented and
amended from time to time, the “Indenture”),
W I T N E S S E T H:
WHEREAS, the Authority has been created under and pursuant to the provisions of
Indiana Code 36-7-14.5 for the purpose of financing, constructing and leasing to the City of
Carmel Redevelopment Commission (the “Commission”) local public improvements for
purposes of redevelopment or economic development; and
WHEREAS, the Authority and the Commission have entered into the Lease Agreement,
dated as of October 10, 2017 (the “Original Lease”), as supplemented and amended by the
Addendum to Lease Agreement, dated December 14, 2017 (the “First Addendum to Lease”), and
as further supplemented and amended by the Second Addendum to Lease, dated April 9, 2019
(the “Second Addendum to Lease” and, together with the Original Lease and the First
Addendum to Lease, collectively, the “Lease”), providing for the lease by the Authority to the
Commission of the Leased Premises (as defined in the Lease), which were or will be acquired or
constructed to support development in or serving various economic development or
redevelopment areas in the City of Carmel, Indiana (the “City”); and
WHEREAS, the Fixed Annual Rentals and the Additional Rentals (each as defined in the
Lease) during the term of the Lease from will be payable from and secured by a pledge and
assignment by the City, pursuant to Indiana Code 36-7-14-25.5, of a portion of the City’s
monthly distribution of county option income tax revenue derived from a tax imposed under
Indiana Code 6-3.5-6, as amended, on the adjusted gross income of taxpayers in Hamilton
County, Indiana, and to the extent such revenues are insufficient, from a back-up pledge of the
revenues derived by the Commission from the levy of a special benefits tax on all taxable
property within the geographical boundaries of the City of Carmel Redevelopment District (the
“District”) pursuant to Indiana Code 36-7-14-27; and
WHEREAS, pursuant to the Original Indenture, the Authority has, by due corporate
action, previously issued its Lease Rental Bonds, Series 2017B-1 (LIT Supported), in the
aggregate principal amount of $32,495,000 (the “2017B-1 Bonds”), its Lease Rental Bonds,
Series 2017B-2 (LIT Supported), in the aggregate principal amount of $24,000,000 (the “2017B-
2 Bonds”), and its Taxable Lease Rental Bonds, Series 2017C-1 (LIT Supported), in the
aggregate principal amount of $815,000 (the “2017C-1 Bonds” and, together with the 2017B-1
Bonds and the 2017B-2 Bonds, the “2017 Bonds”), in order to provide funds to (a) pay a portion
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of the purchase price to acquire the real property described in Exhibit B to the Lease from the
City and the use by the City of the proceeds of such sale to (i) refinance certain obligations, and
(ii) finance or reimburse the cost of the acquisition, design, construction, renovation,
improvement and/or equipping of a portion of the projects identified on Exhibit A to Ordinance
D-2369-17, As Amended, adopted by the Common Council of the City on September 18, 2017
(the “Council Ordinance”) and pay all costs or expenses incurred in connection therewith; (b)
pay capitalized interest on a portion of the 2017 Bonds; and (c) pay all costs incurred on account
of or in connection with the issuance and sale of the 2017 Bonds; and
WHEREAS, Section 2.07 of the Original Indenture provides that the Authority may issue
Additional Bonds (as defined in the Original Indenture) in certain circumstances and upon
complying with certain limitations and requirements; and
WHEREAS, the Authority has duly authorized the issuance of Additional Bonds, to be
designated as the “City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series
2019A-1 (LIT Supported),” in the aggregate principal amount of $10,525,000 (the “2019A-1
Bonds”) in the form and subject to the terms hereinafter provided, in order to provide funds to (a)
pay the remaining portion of the purchase price to acquire the real property described in Exhibit
B to the Lease from the City and the use by the City of the proceeds of such sale to finance or
reimburse the cost of the design, construction, renovation, improvement and/or equipping of a
new hotel and related infrastructure improvements, including any site development costs, and all
costs or expenses incurred in connection therewith, as authorized by the Council Ordinance (the
“Hotel Project”), and (b) pay all costs incurred on account of or in connection with the issuance
and sale of the 2019A-1 Bonds; and
WHEREAS, in order to secure the principal of and interest on all of the 2019A-1 Bonds
and the performance of the covenants contained in the Original Indenture and this First
Supplemental Indenture, the Authority has in like manner determined to execute and deliver this
First Supplemental Indenture; and
WHEREAS, all acts, proceedings and things necessary and required by law and by the
articles of incorporation and by-laws of the Authority to make the 2019A-1 Bonds, when
executed by the Authority and authenticated by the Trustee, the valid, binding and legal
obligations of the Authority and to constitute and make each of this First Supplemental Indenture
and the Original Indenture a valid and effective deed of trust, have been done, taken and
performed, and the issuance, execution and delivery of the 2019A-1 Bonds, and the execution,
acknowledgment and delivery of each of this First Supplemental Indenture and the Original
Indenture have, in all respects, been duly authorized by the Authority in the manner provided and
required by law.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH
THAT:
CITY OF CARMEL REDEVELOPMENT AUTHORITY, in consideration of the
premises and the acceptance of the 2019A-1 Bonds by the registered owners thereof, and the sum
of One Dollar ($1.00) in hand paid by the Trustee, receipt of which is hereby acknowledged, and
especially in order to secure the punctual payment of the principal of and interest on all Bonds to
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be issued and at any time outstanding hereunder as the same shall become due, according to the
tenor hereof, and the faithful performance of all the covenants and agreements contained in the
Bonds and in this Indenture, and in performance of the authority of every kind and nature which
the Authority has or may have, by these presents does hereby reaffirm the language in the
Original Indenture to grant, bargain, sell, transfer, assign, demise, release, convey, mortgage,
pledge, set over and confirm unto the Trustee and its successors and assigns the Trust Estate (as
previously defined in the Original Indenture ).
TO HAVE AND TO HOLD all of the Trust Estate unto the Trustee and its successors in
said trust upon the terms and conditions set forth herein for the equal and proportionate benefit,
security and protection of all registered owners of the Bonds issued or to be issued under and
secured by this Indenture, without preference, priority or distinction as to lien or otherwise of
any one Bond over any other, subject to the provisions of this First Supplemental Indenture.
PROVIDED, HOWEVER, that if the Authority, its successors or assigns, shall well and
truly pay, or cause to be paid, the principal of the Bonds and the interest and premium, if any,
due or to become due thereon, at the times and in the manner as set forth in said Bonds in
accordance with the terms hereof, and shall well and truly keep, perform and observe all
covenants and conditions pursuant to the terms of this Indenture to be kept, performed and
observed by the Authority, and shall pay to the Trustee all sums of money due, or to become due
to it, in accordance with the terms and provisions hereof, then this Indenture and the rights
hereby granted shall cease, determine and be void, and the Trustee, in such case, on demand of
the Authority, upon the payment by the Authority to the Trustee of its reasonable fees, costs and
expenses, shall execute and deliver to the Authority such deeds, discharges or satisfactions as
shall be requisite to discharge the lien hereof and to reconvey to or to revest in the Authority the
Trust Estate hereby conveyed; otherwise, this Indenture to be and remain in full force and effect.
All Bonds issued and secured hereunder are to be issued, authenticated and delivered, and
all property hereby pledged is to be dealt with and disposed of under, upon and subject to the
terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter
expressed; and the Authority has agreed and covenanted, and does hereby agree and covenant,
with the Trustee and with the respective registered owners, from time to time, of the said Bonds
or any part thereof, as follows:
(End of preambles and granting clauses)
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ARTICLE I.
DEFINITIONS
Except as set forth in Article I of this First Supplemental Indenture, words and terms
defined in the Original Indenture shall have the meaning therein prescribed unless the context
otherwise indicates. Except as set forth in Article I of this First Supplemental Indenture, any
words or terms used in the Original Indenture for which a different definition is provided herein
shall have the meanings herein prescribed unless the context otherwise indicates.
“Authorized Representative” means any officer of the Authority, any officer of the
Commission, the Mayor of the City, the fiscal officer of the City, the Director of Redevelopment
of the City or the Executive Director of the Commission, the City engineer or such other officer
of the Authority, the Commission or the City or such other individual as the Authority, the
Commission or the City shall notify the Trustee in writing as being an Authorized Representative
hereunder, with evidence of such authority.
“Bond” or “Bonds” shall (unless the context shall otherwise require) mean any Bond or
Bonds, or all the Bonds, including the 2017 Bonds, the 2019A-1 Bonds and any Additional
Bonds as the case may be, authenticated, delivered and Outstanding under the Indenture.
“First Addendum to Lease” shall mean the Addendum to Lease Agreement, dated as of
December 14, 2017, by and between the Authority, as lessor, and the Commission, as lessee.
“First Supplemental Indenture” shall mean this First Supplemental Trust Indenture, dated
as of April 1, 2019, by and between the Authority and the Trustee.
“Hotel Project” shall mean the design, engineering, construction, renovation,
improvement and/or equipping of a new hotel and related infrastructure improvements in the
downtown area of the City, including any site development costs, and all costs or expenses
incurred in connection therewith.
“Indenture” or “this Indenture” shall mean the Original Indenture, as supplemented and
amended by this First Supplemental Indenture and as it may from time to time be further
supplemented, modified or amended by any additional supplemental indenture entered into
pursuant to the provisions of the Original Indenture.
“Interest Payment Date” means January 15 and July 15 of each year, commencing on
July 15, 2019, with respect to the 2019A-1 Bonds.
“Lease” shall mean the Original Lease, as amended and supplemented by the First
Addendum and the Second Addendum to Lease, and as further amended from time to time
hereafter.
“Original Lease” shall mean the Lease Agreement, dated October 10, 2017, by and
between the Authority, as lessor, and the Commission, as lessee.
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“Original Indenture” shall mean the Trust Indenture, dated as of December 1, 2017, by
and between the Authority and the Trustee.
“Original Purchaser” shall mean Fifth Third Bank, with respect to the 2019A-1 Bonds.
“Record Date” shall mean the last day of the month immediately preceding an Interest
Payment Date.
“Second Addendum to Lease” shall mean the Second Addendum to Lease Agreement,
dated as of April 9, 2019, by and between the Authority, as lessor, and the Commission, as
lessee.
“Trustee” shall mean The Huntington National Bank, and its successor or successors in
trust.
“2019A-1 Bonds” shall mean the Taxable Lease Rental Bonds, Series 2019A-1 (LIT
Supported), authorized to be issued pursuant to Section 2.01 hereof in the original aggregate
principal amount of $10,525,000.
“2019A-1 Construction Account” shall mean the 2019A-1 Construction Account created
and established within the Project Fund pursuant to Section 3.01 hereof.
(End of Article I)
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ARTICLE II.
MATURITIES, FORM, ISSUANCE,
DELIVERY AND REGISTRATION OF BONDS
Section 2.01. Principal Amount of 2019A-1 Bonds; Dated Date; Denominations;
Numbering; Maturities; Interest.
(a) The 2019A-1 Bonds shall be issued in the original aggregate principal amount of
$10,525,000, shall be issued as negotiable, fully registered bonds payable from payments made
by the Commission under the Lease and funds held under the Indenture, shall be designated as
the City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series 2019A-1 (LIT
Supported), originally dated as of the date of delivery thereof, without coupons, shall be issued in
the denomination of One Hundred Thousand Dollars ($100,000), plus integral multiples of
$1,000 in excess thereof, and shall be numbered consecutively from 2019A-1R-1 upward.
(b) The 2019A-1 Bonds shall mature on January 15 and July 15, in the amounts and
with interest at the rates per annum as follows:
Maturity
Date
Principal
Amount
Interest
Rate
July 15, 2019 $610,000 3.94%
January 15, 2020 $535,000 3.94%
July 15, 2020 $545,000 3.94%
January 15, 2021 $555,000 3.94%
July 15, 2021 $565,000 3.94%
January 15, 2022 $575,000 3.94%
July 15, 2022 $585,000 3.94%
January 15, 2023 $600,000 3.94%
July 15, 2023 $610,000 3.94%
January 15, 2024 $625,000 3.94%
July 15, 2024 $635,000 3.94%
January 15, 2025 $650,000 3.94%
July 15, 2025 $660,000 3.94%
January 15, 2026 $675,000 3.94%
July 15, 2026 $685,000 3.94%
January 15, 2027 $700,000 3.94%
July 15, 2027 $715,000 3.94%
(c) The interest on all of the 2019A-1 Bonds is payable on each Interest Payment
Date, beginning July 15, 2019. Interest on each 2019A-1 Bond shall be calculated from the
Interest Payment Date next preceding the date of authentication to which interest has been paid,
unless such 2019A-1 Bond is authenticated on or before June 30, 2019, in which case interest
shall be paid from the original date specified in the 2019A-1 Bonds, or unless such 2019A-1
Bond is authenticated after the applicable Record Date, in which case interest shall be paid from
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such Interest Payment Date. Interest shall be calculated on the basis of a three hundred sixty
(360) day year consisting of twelve (12) thirty (30) day months.
Section 2.02. Registration and Exchange of Bonds; Persons Treated as Owners. The
2019A-1 Bonds shall be initially issued in the form of a separate single authenticated fully
registered 2019A-1 Bond in the amount of each separate stated maturity of the 2019A-1 Bonds.
The ownership of each such 2019A-1 Bond shall be recorded in the register kept by the Registrar
and shall initially be registered in the name of the Original Purchaser thereof. The Authority, the
Trustee, the Paying Agent, and the Registrar may treat as and deem the person in whose name a
registered 2019A-1 Bond shall be registered as the absolute owner thereof for the purpose of
payment of the principal of and premium, if any, and interest on such 2019A-1 Bond, for the
purpose of giving notice of redemption and other matters with respect to such 2019A-1 Bond, for
the purpose of registering transfers with respect to such 2019A-1 Bond, and for all other
purposes whatsoever. All such payments shall be valid and effectual to satisfy and discharge the
liability upon such 2019A-1 Bond to the extent of the sum or sums so paid.
Section 2.03. Form of 2019A-1 Bonds. The 2019A-1 Bonds, the Registrar’s certificate
of authentication to be endorsed thereon, the provision for registration and the form of
assignment shall all be in substantially the form set forth in Exhibit A hereto, with such
appropriate variations, omissions, substitutions and insertions as are permitted or required
hereby, and may have such letters, numbers or other marks of identification and such legends
and endorsements placed thereon as may be required to comply with any applicable laws or rules
or regulations, or as may, consistently herewith, be determined by the officers executing such
2019A-1 Bonds, as evidenced by their execution of the 2019A-1 Bonds.
Section 2.04. Medium, Form and Place of Payment. Interest on the 2019A-1 Bonds
shall be payable by check or draft mailed one business day prior to the Interest Payment Date or
delivered on the Interest Payment Date to the person in whose name such 2019A-1 Bond is
registered on the applicable Record Date, or by wire transfer of immediately available funds on
such Interest Payment Date to a registered owner who requests the same in writing to the Paying
Agent prior to such Record Date. Principal of the 2019A-1 Bonds shall be payable on the
maturity date thereof in lawful money of the United States of America, at the corporate trust
operations office of the Paying Agent in the City of Columbus, Ohio, or by wire transfer of
immediately available funds on the maturity date thereof to a registered owner who requests the
same in writing to the Paying Agent before the Record Date for any payment. Notwithstanding
anything herein to the contrary, for so long as the Original Purchaser is the registered owner of
the 2019A-1 Bonds, the 2019A-1 Bonds shall only need to be presented for payment upon final
maturity thereof or redemption in full.
Section 2.05. Delivery of 2019A-1 Bonds. The 2019A-1 Bonds executed by the
Authority and authenticated by the Registrar shall be delivered by the Trustee to the purchaser
thereof in the amount, at the times and upon the payment of the purchase price, as requested in
writing by the President or Secretary-Treasurer of the Authority and in accordance with the
provisions of Section 2.07 of the Original Indenture. The proceeds received from the sale of the
2019A-1 Bonds shall be deposited as described in Article III hereof.
(End of Article II)
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ARTICLE III.
FUNDS AND DEPOSIT OF 2019A-1 BOND PROCEEDS
Section 3.01. Creation of Funds and Accounts. Pursuant to the Original Indenture, the
Project Fund has previously been created by the Authority and ordered established, to be held by
the Trustee. Within the Project Fund, there is hereby created and ordered established by the
Authority an account, designated as the “2019A-1 Construction Account”, to be held by the
Trustee. Upon the written request of the Authority, the Trustee shall establish and maintain
hereunder such additional Funds, Accounts or subaccounts as the Authority may specify from
time to time, to the extent that in the judgment of the Trustee, the establishment of such Fund or
Account is not to the material prejudice of the Trustee or the Bondholders.
Section 3.02. Deposit of Net Proceeds of 2019A-1 Bonds. All net proceeds of the
2019A-1 Bonds not required to be otherwise spent or deposited shall be deposited in the 2019A-
1 Construction Account. On the date of delivery of the 2019A-1 Bonds, moneys in the 2019A-1
Construction Account shall be deemed to have been transferred to and received by the City as
payment of the balance of the purchase price for the Leased Premises; provided, however, the
City has directed the Authority and the Trustee to retain the balance of the purchase price for the
Leased Premises in the 2019A-1 Construction Account and to hold such amounts therein, for and
on behalf of the City, pending disbursement therefrom in accordance with Section 3.03 hereof, to
or on behalf of the Downtown City Center Development Corporation and applied to pay a
portion of the costs of the Hotel Project. The Trustee shall deposit the proceeds of any
Additional Bonds in the manner provided in the Supplemental Indenture authorizing the issuance
thereof.
Section 3.03. 2019A-1 Construction Account. (a) Upon receipt of one or more written
requisitions from an Authorized Representative, the Trustee shall disburse funds held in the
2019A-1 Construction Account to, or on behalf of, the Downtown City Center Development
Corporation for the purpose of paying, or reimbursing for prior payment of, the costs of the Hotel
Project, including, but not limited to, the following items:
(1) Obligations incurred for labor and to contractors, builders and
materialmen in connection with the Hotel Project;
(2) The payment of the purchase price and the cost of acquiring any real estate
and other property subject to the Lease;
(3) Interest accruing on the 2019A-1 Bonds to the extent that funds in the
Sinking Fund are insufficient;
(4) The cost of equipment, if any, for the Hotel Project;
(5) The cost of all indemnity and surety bonds required by this Indenture, the
fees and expenses of the Trustee, the Registrar, and any Paying Agent, and premiums on
insurance;
(6) Expenses and fees of architects, engineers and construction managers;
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(7) All costs and expenses incurred in connection with the issuance and sale
of the 2019A-1 Bonds, including, without limitation, attorneys’ fees and expenses, fees
and expenses of financial advisors or consultants, appraisal fees, printing costs, recording
and filing fees, and costs of any municipal bond insurance; and
(8) All other incidental costs and expenses incurred in connection with the
Hotel Project.
(b) Items described in Sections 3.03(a)(2), 3.03(a)(3) and 3.03(a)(7) hereof, or
reimbursement for prior payments of costs of the Hotel Project, shall be paid from the 2019A-1
Construction Account by the Trustee upon a written disbursement request signed by an
Authorized Representative stating the character of the expenditure, the amount thereof, and to
whom due, together with the statement of the creditor as to the amount owing and the creditor’s
taxpayer identification number (if not a corporation). All other payments from the
2019A-1 Construction Account shall be made by the Trustee upon presentation of an architect’s
or engineer’s certificates of work completed and materials furnished, approved in writing by an
Authorized Representative, or in the case of any items not subject to certification by the architect
or engineer, then upon the presentation of an affidavit executed by an Authorized Representative,
stating the character of the expenditure, the amount thereof, and to whom due, together with the
statement of the creditor as to the amount owing and the creditor’s taxpayer identification
number (if not a corporation).
(c) Any balance remaining in the 2019A-1 Construction Account after receipt by the
Trustee of a written notice from an Authorized Representative that the payment of all costs
incurred in connection with the Hotel Project have been made, shall be transferred to such other
fund or account as directed, in writing by an Authorized Representative within ten (10) days after
the receipt of such written notice. The 2019A-1 Construction Account shall then be closed by
the Trustee.
(d) The Trustee shall cause to be kept and maintained accurate records pertaining to
the 2019A-1 Construction Account and all disbursements therefrom. If requested by an
Authorized Representative, the Trustee shall file copies of the records pertaining to the 2019A-1
Construction Account and all disbursements from such account with the Authority.
(e) In making disbursements from the 2019A-1 Construction Account, the Trustee
may rely upon such invoices or other appropriate documentation supporting the payments or
reimbursements without further investigation. The Trustee shall be fully protected in relying on
any such certification or affidavit as to the payment of the requested amounts from the 2019A-1
Construction Account and the Trustee shall have no duty or obligation to verify that such
payments relate to the costs of acquisition and construction of the Hotel Project or whether or not
any such payments require architect’s or engineer’s certificates. The Trustee shall have no
responsibility to see that the 2019A-1 Construction Account is properly applied, except as
specifically provided herein.
(f) Notwithstanding anything herein to the contrary, following the issuance of the
2019A-1 Bonds, an Authorized Representative may provide written instructions to the Trustee,
with such detail and account information as the Trustee shall require, directing the Trustee to
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disburse and transfer all or the portions of the amounts then on deposit in the 2019A-1
Construction Account to a fund or account to be established at United Fidelity Bank, or such
other designated depository as the Authorized Representative shall direct. Upon disbursement
and transfer of such funds from the 2019A-1 Construction Account in accordance with such
written instructions, the Trustee shall have no further responsibility to see that such funds are
properly applied. The Trustee shall be fully protected in relying on any such written instructions
from an Authorized Representative as to the payment of the requested amounts from the 2019A-
1 Construction Account, and the Trustee shall have no duty or obligation to verify that such
funds, thereafter held at United Fidelity Bank or such other designated depository, are used to
pay the costs of acquisition and construction of the Hotel Project. By its payment for and
acceptance of the 2019A-1 Bonds, the Original Purchaser hereby agrees, acknowledges and
consents to the possible transfer of all or portion of the amounts then on deposit in the 2019A-1
Construction Account to a fund or account to be established at United Fidelity Bank, or such
other designated depository as the Authorized Representative shall direct. The Trustee shall be
entitled to request and receive a written letter of consent from the Original Purchaser in the event
of a transfer described above.
(End of Article III)
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ARTICLE IV.
REDEMPTION OF 2019A-1 BONDS
Section 4.01. Redemption of 2019A-1 Bonds. The 2019A-1 Bonds shall not be subject
to optional or mandatory redemption prior to maturity.
(End of Article IV)
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ARTICLE V.
COVENANTS OF THE AUTHORITY
Section 5.01. Lease.
(a) The Authority covenants that the Lease is valid and binding on the Authority, and
that a full, true and correct copy of the Lease has been delivered to the Trustee.
(b) The Authority covenants that it will not agree to any modification of the terms of
the Lease which would substantially impair or reduce the security of the owners of the Bonds or
agree to a reduction of the lease rental or other payments provided for therein other than in
connection with a partial or total refunding of any of the Bonds, except upon compliance with
the provisions of Section 11.02 of the Original Indenture. The Authority further covenants that
any modification permitted by this section will be made only after a copy thereof has been filed
with the Trustee.
Section 5.02. Books of Record and Account.
(a) The Authority covenants that proper books of record and account will be kept in
which full, true and correct entries will be made of all dealings or transactions of or in relation to
the properties, business and affairs of the Authority, and that it will:
(First) As soon as possible after the end of each calendar year, furnish to
the Trustee statements in reasonable detail showing the earnings, expenses and financial
condition of the Authority.
(Second) From time to time furnish the Trustee such information as to the
property of the Authority as the Trustee shall reasonably request.
(Third) File with the Trustee within ninety (90) days after the end of each
calendar year a certificate stating that all taxes then due on the Leased Premises have
been duly paid (unless any of said taxes are being contested, in good faith, in which event
the facts concerning such contest shall be set forth); that all insurance premiums required
by the terms of the Lease have been duly paid; and that the Authority is in existence
under Indiana law.
(b) The Authority further covenants that all books, documents and vouchers relating
to the properties, business and affairs of the Authority shall at all times be open to inspection of
such accountants or other agents as the Trustee may from time to time designate. In addition,
such annual statements, together with all books, documents and vouchers relating to the
properties, business and affairs of the Authority, shall be available at all reasonable times for
inspection of the Original Purchaser, any bondholder or its authorized agent.
(End of Article V)
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ARTICLE VI.
MISCELLANEOUS PROVISIONS
Section 6.01. Counterparts. This First Supplemental Indenture may be simultaneously
executed in several counterparts, each of which shall be an original, and all of which shall
constitute but one and the same instrument.
Section 6.02. Original Indenture. This First Supplemental Indenture shall form a part of
the Indenture. Except as otherwise set forth in this First Supplemental Indenture, the terms of the
2019A-1 Bonds shall be governed by the Original Indenture.
(End of Article VI)
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14
A-1
EXHIBIT A
FORM OF 2019A-1 BONDS
The 2019A-1 Bonds and the Registrar’s certificate of authentication to be endorsed on
such 2019A-1 Bonds are all to be in substantially the following form, with necessary and
appropriate variations, omissions and insertions as are permitted or required by the Indenture:
No. 2019A-1R-1
UNITED STATES OF AMERICA
State of Indiana County of Hamilton
CITY OF CARMEL REDEVELOPMENT AUTHORITY
TAXABLE LEASE RENTAL BOND, SERIES 2019A-1
(LIT SUPPORTED)
Interest
Rates
Maturity
Dates
Original
Date
Authentication
Date
See Appendix A See Appendix A April 9, 2019 April 9, 2019
Registered Owner: Fifth Third Bank
Principal Sums: See Appendix A
CITY OF CARMEL REDEVELOPMENT AUTHORITY, a separate body corporate and
politic organized and existing under Indiana Code 36-7-14.5, as an instrumentality of City of
City of Carmel, Indiana (the “City”), for value received, hereby promises to pay to the
Registered Owner (named above) or registered assigns, the Principal Sums, specified on
Appendix A attached hereto and made a part hereof, on the Maturity Dates specified on
Appendix A attached hereto and made a part hereof, unless this bond is subject to and shall have
been duly called for prior redemption and payment as provided for herein, and to pay interest on
such Principal Sums at the Interest Rates per annum specified on Appendix A attached hereto
and made a part hereof from the Interest Payment Date to which interest has been paid next
preceding the date of authentication of this bond, unless (i) this bond is authenticated on or
before June 30, 2019, in which case it shall bear interest from the Original Date, or (ii) this bond
is authenticated after the last day of the month immediately preceding an Interest Payment Date,
in which case it shall bear interest from such Interest Payment Date; until the principal shall be
fully paid, which interest is payable on January 15 and July 15 of each year (each, an “Interest
Payment Date”), beginning on July 15, 2019. Interest shall be calculated on the basis of a
360-day year consisting of twelve 30-day months.
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Interest on this bond is payable by check or draft mailed one business day prior to the
Interest Payment Date or delivered on the Interest Payment Date to the person in whose name
this bond is registered on the last day of the month immediately preceding such Interest Payment
Date (each, a “Record Date”), or by wire transfer of immediately available funds on such Interest
Payment Date to a registered owner who requests the same in writing to the Paying Agent (as
defined herein) prior to such Record Date. Principal of and premium, if any, on this bond is
payable on the maturity date thereof in lawful money of the United States of America, at the
corporate trust operations office of The Huntington National Bank (the “Trustee”, the
“Registrar” and the “Paying Agent”) in the City of Columbus, Ohio, or by wire transfer of
immediately available funds on the maturity date hereof to a registered owner who requests the
same in writing to the Paying Agent before the Record Date for any payment. Notwithstanding
anything herein to the contrary, for so long as Fifth Third Bank is the registered owner of this
bond, this bond shall only need to be presented for payment upon final maturity thereof.
This bond is the only one of an authorized issue of bonds of the Authority, designated as
the City of Carmel Redevelopment Authority Taxable Lease Rental Bonds, Series 2019A-1 (LIT
Supported), in the aggregate principal amount of $10,525,000 (the “2019A-1 Bonds”), issued
under and in accordance with, and all equally and ratably entitled to the benefits of, and ratably
secured by, a Trust Indenture, dated as of December 1, 2017 (the “Original Indenture”), as
supplemented and amended by a First Supplemental Trust Indenture, dated as of April 1, 2019
(the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”),
each of which is between the Authority and The Huntington National Bank, as trustee (the
“Trustee”), duly executed and delivered by the Authority to the Trustee, pursuant to and in full
compliance with the laws of the State. The 2019A-1 Bonds are being issued under the Indenture
in order to provide funds to: (a) pay the remaining portion of the purchase price to acquire the
real property described in Exhibit B to the Lease from the City and the use by the City of the
proceeds of such sale to finance or reimburse a portion of the cost of the Hotel Project (as
defined in the Indenture); and (b) pay all costs incurred on account of or in connection with the
issuance and sale of the 2019A-1 Bonds.
The 2019A-1 Bonds, together with the Authority’s Lease Rental Bonds, Series 2017B-1
(LIT Supported), currently outstanding in the aggregate principal amount of $32,495,000 (the
“2017B-1 Bonds”), its Lease Rental Bonds, Series 2017B-2 (LIT Supported), currently
outstanding in the aggregate principal amount of $24,000,000 (the “2017B-2 Bonds”), and its
Taxable Lease Rental Bonds, Series 2017C-1 (LIT Supported), currently outstanding in the
aggregate principal amount of $740,000 (the “2017C-1 Bonds”) and all additional bonds which
may be issued under the Indenture on a parity basis therewith (the “Additional Bonds”, and
together with the 2017B-1 Bonds, the 2017B-2 Bonds, the 2017C-1 Bonds and the 2019A-1
Bonds, collectively, the “Bonds”), are all equally and ratably secured by and entitled to the
protection of the Indenture. To secure payment of the principal of and interest on all the Bonds
and the performance of all other covenants of the Authority under the Indenture, the Authority,
pursuant to the Indenture, has assigned and pledged to the Trustee, and has granted to the Trustee
a security interest in, the Trust Estate (as defined in the Indenture), including all rights, title and
interest of the Authority in and to all moneys and securities from time to time received and held
by the Trustee under the Indenture and all income from the deposit, investment and reinvestment
thereof (all such money and funds and accounts referred to in the granting clauses of the
Indenture are defined in the Indenture and are herein referred to as the “Trust Estate”).
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Reference is hereby made to the Indenture for a description of the Trust Estate, the rights, duties
and obligations of the Authority, the Trustee and the owners of the Bonds, the terms and
conditions upon which the 2019A-1 Bonds are issued and the terms and conditions upon which
the 2019A-1 Bonds will be paid at or prior to maturity, or will be deemed to be paid upon the
making of the provision for the payment thereof, to all of which the registered owners hereof, by
the acceptance of this bond, agree. Copies of the Indenture are on file at the corporate trust
office of the Trustee.
The Bonds are special and limited obligations of the Authority payable solely from and
secured exclusively by the Trust Estate, which includes certain lease rental payments under a
Lease Agreement, dated as of October 10, 2017, as previously amended by the Addendum to
Lease, dated as of December 14, 2017, and by the Second Addendum to Lease, dated as of April
9, 2019 (collectively, the “Lease”), each of which is by and between the Authority, as lessor, and
the City of Carmel Redevelopment Commission (the “Commission”), as lessee, and other
moneys assigned by the Indenture. The Indenture permits the issuance of Additional Bonds
under the conditions set out in Section 2.07 thereof and allows the Authority to terminate the
security of the Indenture for Bonds by establishing a trust fund under the conditions set out in
Section 8.04 thereof.
The 2019A-1 Bonds are not subject to optional or mandatory redemption prior to
maturity.
In case an event of default, as defined in the Indenture, occurs, the principal of this bond
may become or may be declared due and payable prior to the stated maturity hereof, in the
manner, and with the effect, and subject to the conditions provided in the Indenture.
This bond is transferable by the registered owner hereof at the corporate trust operations
office of the Registrar, upon surrender and cancellation of this bond and on presentation of a
duly executed written instrument of transfer and thereupon a new Bond or Bonds of the same
aggregate principal amount and maturity and in authorized denominations will be issued to the
transferee or transferees in exchange therefor. This bond may be exchanged upon surrender
hereof at the corporate trust operations office of the Registrar, or at such office or offices as the
Registrar may designate in writing to the registered owner, duly endorsed by the registered
owner for the same aggregate principal amount of Bonds of the same maturity in authorized
denominations as the registered owner may request.
The 2019A-1 Bonds maturing on any maturity date are issuable only in the denomination
of $100,000, plus any integral multiple of $1,000 in excess thereof (or the aggregate principal
amount of any individual 2019A-1 Bond issued in an aggregate principal amount less than
$100,000), not exceeding the aggregate principal amount of the 2019A-1 Bonds maturing on
such date.
The Authority, the Trustee, the Registrar and the Paying Agent may deem and treat the
person in whose name this bond is registered as the absolute owner hereof.
This bond shall not be a valid obligation until duly authenticated by the Registrar, or its
successors in trust, by the execution of the certificate endorsed hereon. The registered owner of
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this bond shall have no recourse for its payment against present or future officers or directors of
the Authority, and such recourse is, by the acceptance of this bond, expressly waived.
It is hereby certified and recited that all acts, conditions and things required to be done
precedent to and in the preparation and complete execution, issuance and delivery of this bond
have been done and performed in regular and due form as provided by law.
IN WITNESS WHEREOF, CITY OF CARMEL REDEVELOPMENT AUTHORITY
has caused this bond to be executed in its name and on its behalf by the manual or facsimile of
the signature of its President or Vice President, and attested by the manual or facsimile signature
of its Secretary-Treasurer.
CITY OF CARMEL REDEVELOPMENT
AUTHORITY
By:
President
Attest:
Secretary-Treasurer
CERTIFICATE OF AUTHENTICATION
This bond is one of the 2019A-1 Bonds described in the within mentioned Indenture.
THE HUNTINGTON NATIONAL BANK, as
Registrar
By:
Authorized Representative
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________________________________________
(please print or typewrite name and address of transferee)
___________________________________
(please insert social security or
other identifying number of assignee)
$______________in principal amount (must be at least $100,000 and thereafter a multiple of $1,000) of
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints _________,
attorney, to transfer the within bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
an eligible guarantor institution participating in
a Securities Transfer Association recognized
signature guarantee program.
NOTICE: The signature of this assignment must
correspond with the name as it appears upon the
face of the within bond in every particular,
without alteration or enlargement or any change
whatever.
The following abbreviations, when used in the inscription on the face of this bond, shall be construed as
though they were written out in full according to applicable laws or regulations:
TEN. COM. as tenants in common
TEN. ENT. as tenants by the entireties
JT. TEN. as joint tenants with right of survivorship and not as tenants in common
UNIF. TRANS.
MIN. ACT
Custodian
(Cust.) (Minor)
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used, although not contained in the above list.
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APPENDIX A
Maturity
Date
Principal
Amount
Interest
Rate
July 15, 2019 $610,000 3.94%
January 15, 2020 $535,000 3.94%
July 15, 2020 $545,000 3.94%
January 15, 2021 $555,000 3.94%
July 15, 2021 $565,000 3.94%
January 15, 2022 $575,000 3.94%
July 15, 2022 $585,000 3.94%
January 15, 2023 $600,000 3.94%
July 15, 2023 $610,000 3.94%
January 15, 2024 $625,000 3.94%
July 15, 2024 $635,000 3.94%
January 15, 2025 $650,000 3.94%
July 15, 2025 $660,000 3.94%
January 15, 2026 $675,000 3.94%
July 15, 2026 $685,000 3.94%
January 15, 2027 $700,000 3.94%
July 15, 2027 $715,000 3.94%
(End of Form of 2019A-1 Bond)
DMS 12645889v5