City of Omaha Public Facilities Corporation


CUSIP 681785JK8
  • Issue Currency: United States of America Dollars
  • Announcement Date: 25-Oct-2018
  • News: THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST (this ""First Supplemental Indenture""), dated as of October 23, 2018, is made by and between the CITY OF OMAHA PUBLIC FACILITIES CORPORATION, a Nebraska nonprofit corporation (the ""Corporation""), and FIRST NATIONAL BANK OF OMAHA, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in the City of Omaha, Nebraska, as trustee (""Trustee""), and is a supplemental indenture within the meaning of Section 11.01 of the Indenture of Trust between Corporation and Trustee dated as of March 1, 2017 (the ""2017 Indenture"" and together with this First Supplemental Indenture, the ""Indenture""). WHEREAS, the 2017 Indenture provides in Section 11.01 thereof that the 2017 Indenture may be amended or supplemented without the consent of Bondholders but with the consent of the Trustee in order to grant to and confer upon Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security that may be lawfully granted to or conferred upon the Bondholders or Trustee, or surrender any right, power or privilege reserved to or conferred upon Corporation by the 2017 Indenture or any amendment thereto; and WHEREAS, the Corporation wishes to release its interest in the Revenue Refunding Bonds in exchange for the Hotel Corporation`s release and teiiiiination of the 2002 Leases; and WHEREAS, the Corporation wishes to pledge as a part of the Trust Estate to secure the Bonds its interest, as assigned to it by the City, in the Sublease Agreement (as defined herein). ARTICLE I DEFINITIONS; INTERPRETATIONS Section 1.01. Definitions. The following definitions shall apply to terms used in this First Supplemental Indenture unless the context clearly requires otherwise. Except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms have the meanings assigned to such terms in the 2017 Indenture. ""Sublease Agreement"" means the Sublease and Purchase Agreement, dated as of October 23, 2018 by and between the City of Omaha, as sublessor and Omaha Hotel, LLC, as sublessee. ""Sublessee"" means Omaha Hotel, LLC. ARTICLE II AMENDMENTS TO 2017 INDENTURE Section 2.01. Amendment to Second Granting Clause of 2017 Indenture. The second Granting Clause of the 2017 Indenture is hereby amended by deleting clauses ""2"" and replacing it with the following: 4832-4856-9196.2 2. Any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder (which additional security shall not include the amounts, if any, on deposit in the Rebate Fund) by Corporation or by anyone in its behalf (or with its written consent) to Trustee, to and including the Corporation`s interest in the Sublease Agreement, which is hereby authorized to receive any and all such property at any time and to hold and apply the same, subject to the terms hereof. Section 2.02. Amendment to Section 2.01 of the 2017 Indenture. The second paragraph of Section 2.01 is hereby amended by deleting said paragraph and replacing it with the following: The Bonds shall not be a debt of City or a pledge of its faith and credit but, together with interest thereon, shall be payable out of the Rental Payments paid by the City to the Corporation under the Agreement. Payments received by the Corporation or the Trustee with respect to the Sublease Agreement will be credited against the Rental Payments due from the City under the Agreement. The City will be obligated to make Rental Payments under the Agreement whether or not the Corporation or the Trustee receives payments with respect to the Sublease Agreement. Section 2.03. Amendment to Section 5.01 of the 2017 Indenture. Section 5.01 of the 2017 Indenture is hereby amended by deleting said Section and replacing it with the following: Bonds Secured by Basic Rent Payments. The City Retained Rights have been leased to City under the Agreement and the Basic Rent payments, along with payments received pursuant to the Sublease Agreement, have been and are hereby assigned and shall be remitted directly to Trustee for the account of Corporation and deposited in the Bond Fund, and the entire amount of the Basic Rent payments, along with payments received under the Sublease Agreement, are pledged to the payment of the principal of and interest on the Bonds, the Parity Bonds and Bonds of Other Series issued as permitted by Article II. Section 2.04. Amendment to Section 5.03 of the 2017 Indenture. Section 5.03 of the 2017 Indenture is hereby amended by deleting said Section and replacing it with the following Deposits to Bond Fund. There shall be deposited in the Bond Fund (i) all accrued interest received, if any, at the time of the issuance, sale and delivery of th



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