Amended & Restated Installment Purchase Agreement 02/18/15 AGREEMENT REGARDING
AMENDED AND RESTATED
INSTALLMENT PURCHASE AGREEMENT
Secondary Number One
This Agreement Regarding Amended and Restated Installment Purchase Agreement
(Secondary Number One) (the"Agreement"), executed by Village Financial, LLC ("VF"), in favor of The City
of Carmel Redevelopment Commission ("CRC") this 12_day of eiy, 2015, Witnesses:
re6h4dNv
Recitals 11
WHEREAS, CRC, Carmel City Center, LLC, CCC West, LLC, and CCC Phase II, LLC, have
entered into that certain Project Agreement(Second Component/Park East/SC Public Improvements)dated
December 15, 2014 (the "SC Project Agreement");
WHEREAS, CRC and VF have executed that certain: (a)Amended and Restated Installment
Purchase Agreement (Secondary Number One) dated as of October 1, 2013; and (b) Amendment to
Amended and Restated Installment Purchase Agreement(Secondary Number One)dated October 14, 2014;
(collectively, "RSIC One");
WHEREAS, RSIC One amends and supersedes that certain Installment Purchase Agreement
(Secondary Number One) dated December 7, 2011;
WHEREAS, CRC and VF have executed that certain Amended and Restated Installment
Purchase Agreement (Secondary Number Two) ("RSIC Two") dated as of October 1, 2013, which amends
and supersedes that certain Installment Purchase Agreement (Secondary Number Two) dated
December 7, 2011;
WHEREAS, CRC and VF have executed that certain Termination of Amended and Restated
Installment Purchase Agreement(Secondary Number Two)dated October 14, 2014; accordingly, RSIC Two
has been terminated and is of no further force or effect;
WHEREAS, all capitalized terms used but not defined in this Agreement shall have the
meanings ascribed to such terms in RSIC One;
WHEREAS, pursuant to RSIC One, during each of the Initial Period and the Second Period,
CRC is obligated to make payments only if (and to the extent that) there is Available Increment, and the
amount of any payment that remains outstanding after the application of Available Increment is deferred until
the Final Period;
WHEREAS, pursuant to RSIC One, during the Final Period, there is no option to defer any
amount of a payment otherwise due by CRC;
WHEREAS, each of the Remainder Project Agreement and the SC Project Agreement
contemplates the use of the Excess Existing Improvements Increment in connection with the construction
of"Public Improvements" (as defined in the Remainder Project Agreement);
WHEREAS, the closing contemplated in the SC Project Agreement is occurring on the date
hereof(the "Closing");
WHEREAS, the SC Project Agreement requires the execution of this Agreement in
connection with the Closing; and
WHEREAS, VF wishes to enter into this Agreement;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, VF agrees as follows.
1. No Deferral. Without the written request or prior written consent of CRC (which consent may be
withheld in the sole discretion of CRC),and except to the extent expressly provided in RSIC One in connection
with payments to be made during the Initial Period and the Second Period only if(and to the extent that)there
is Available Increment, VF shall not waive or defer any payment due by CRC under RSIC One, to the extent
that such waiver or deferral would result in an increase in the Excess Existing Improvements Increment.
2. Unauthorized Deferral. If and to the extent that VF waives or defers any payment due by CRC in
contravention of this Agreement, the increased Excess Existing Improvements Increment that results from
such waiver or deferral shall not be available for use to obtain Public Improvements Financing or to construct
Public Improvements.
IN WITNESS WHEREOF, VF has executed this Agreement as of the date set forth above.
VI • '. Fl ••.IAL, LLC
By: /! /;%'
Ronald Brown, Senior Vice-President