HomeMy WebLinkAbout2022-06-8737ORDINANCE NO. 2022-06-8737
AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY AUTHORIZING THE
AMENDMENT AND SUPPLEMENT OF THE BOND PURCHASE AGREEMENT DATED
AS OF NOVEMBER 1, 2015, BY AND AMONG THE CITY, PADUCAH RIVERFRONT
HOTEL, LP, INDEPENDENCE BANK OF KENTUCKY, AS SERVICING AGENT, AND
INDEPENDENCE BANK OF KENTUCKY, AS ORIGINAL PURCHASER, FOR THE
PURPOSES OF ESTABLISHING THE INTEREST RATE APPLICABLE TO THE CITY'S
INDUSTRIAL BUILDING REVENUE BOND, SERIES 2015 (PADUCAH RIVERFRONT
HOTEL, LP PROJECT) FOR THE PERIOD BEGINNING ON AND INCLUDING MAY 1,
2022 TO BUT EXCLUDING THE SECOND OPTIONAL TENDER DATE APPLICABLE
THERETO; AND AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE
AMENDMENT OF THE BOND PURCHASE AGREEMENT AND THE SERIES 2015 BOND.
WITNESSETH
WHEREAS, on August 25, 2015, the City Commission of the City of Paducah, Kentucky
(the "City") gave second reading to and adopted an ordinance titled as follows (the "Original
Ordinance"):
AN ORDINANCE AUTHORIZING THE ISSUANCE OF UP TO $12,000,000
INDUSTRIAL BUILDING REVENUE BONDS, SERIES 2015 (PADUCAH
RIVERFRONT HOTEL, LP PROJECT) OF THE CITY OF PADUCAH,
KENTUCKY, THE PROCEEDS OF WHICH SHALL BE USED TO PAY THE
COSTS OF THE ACQUISITION, CONSTRUCTION, INSTALLATION AND
EQUIPPING OF AN INDUSTRIAL BUILDING SUITABLE FOR USE AS A
HOTEL, TOGETHER WITH ALL RELATED AND SUBORDINATE
FACILITIES NECESSARY TO THE OPERATION THEREOF, TO BE
LOCATED WITHIN THE CITY OF PADUCAH, KENTUCKY, AND LEASED
TO PADUCAH RIVERFRONT HOTEL, LP; PROVIDING FOR THE PLEDGE
OF REVENUES FOR THE PAYMENT OF SUCH BONDS; AUTHORIZING A
LEASE AGREEMENT APPROPRIATE FOR THE PROTECTION AND
DISPOSITION OF SUCH REVENUES AND TO FURTHER SECURE SUCH
BONDS; AUTHORIZING A BOND PURCHASE AGREEMENT, MORTGAGE,
PAYMENT IN LIEU OF TAXES AGREEMENT AND ASSIGNMENTS; AND
AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE
OF SUCH BONDS.
WHEREAS, in the Original Ordinance, the City authorized the issuance of its City of
Paducah, Kentucky, Industrial Building Revenue Bond, Series 2015 (Paducah Riverfront Hotel,
LP Project) in an aggregate principal amount of up to $12,000,000 (the "Series 2015 Bond") to
finance the costs of the acquisition, construction, installation, equipping of a building suitable for
use as a hotel, together with all related and subordinate facilities necessary for the operation
thereof, for lease to Paducah Riverfront Hotel, LP (the "Tenant"); and
WHEREAS, the Original Ordinance authorized the appropriate officials of the City to
execute and delivery a Bond Purchase Agreement (the "Bond Purchase Agreement") by and
among the City, the Tenant, Independence Bank of Kentucky, as Servicing Agent for the City with
respect to the Series 2015 Bond thereunder (the "Servicing Agent"), and Independence Bank of
Kentucky, as original purchaser of the Series 2015 Bond thereunder (the "Original Purchaser");
and
WHEREAS, the Bond Purchase Agreement and the Series 2015 Bond, the forms of which
were attached to the Bond Purchase Agreement, provided that the Series 2015 Bond would bear
interest at a rate of 4.75% per annum to but excluding May 1, 2022 (the "First Optional Tender
Date") and that on or before the First Optional Tender Date the City, the Tenant, the Servicing
Agent, and the Original Purchaser would enter into a Supplemental Bond Purchase Agreement to
set the interest rate and payment schedule applicable to the Series 2015 Bond for a new period
beginning on and including the First Optional Tender Date; and
WHEREAS, the Tenant and the Original Purchaser have requested the City and the
Servicing Agent to approve and authorize the execution and delivery of the First Supplemental
Bond Purchase Agreement attached hereto as Exhibit A (the "First Supplemental Bond Purchase
Agreement"), which provides that the Series 2015 Bond shall bear interest at a rate of 4.75% per
annum from and including the First Optional Tender Date to but excluding a new optional tender
date of May 1, 2027 (the "Second Optional Tender Date") and provides for eight consecutive
monthly interest -only payments beginning June 1, 2022; and
WHEREAS, it is necessary and proper in the interests of the health, safety, convenience,
and general welfare of the citizens, residents, and inhabitants of the City and its environs that the
City (i) authorize the amendment of the Bond Purchase Agreement by the execution and delivery
of the First Supplemental Bond Purchase Agreement to establish the interest rate applicable to the
Series 2015 Bond until the Second Optional Tender Date and (ii) authorize the execution and
delivery of a replacement Series 2015 Bond, designated R-2, upon the proper surrender of the
original Series 2015 Bond, designated R-1, by the Original Purchaser thereof, to reflect such
changes.
NOW, THEREFORE, THE CITY OF PADUCAH, KENTUCKY, ACTING BY AND
THROUGH ITS CITY COMMISSION, HEREBY ORDAINS AS FOLLOWS:
Section 1. The facts and recitations set out in the preamble of this Ordinance are
adopted and incorporated as a part hereof, and the terms defined in the preamble shall have the
same meanings when used herein.
Section 2. For the purposes set forth in the preamble, which is incorporated as a part
hereof, the City, acting by and through its City Commission, hereby:
(a) Confirms and ratifies the Original Ordinance and the Original Ordinance,
except as amended and supplemented by this Ordinance, shall for all purposes remain in full force
and effect.
(b) Confirms and ratifies the Bond Purchase Agreement and the Bond Purchase
Agreement, except as amended and supplemented by the First Supplemental Bond Purchase
Agreement, shall for all purposes remain in full force and effect.
(c) Approves the amendment and supplement of the Bond Purchase Agreement
(and by consequence the Series 2015 Bond) by the adoption of the First Supplemental Bond
Purchase Agreement to establish the interest rate applicable to the Series 2015 Bond from the First
Optional Tender Date to but excluding the Second Optional Tender Date and to provide for eight
consecutive monthly interest -only payments beginning June 1, 2022. The Mayor and City Clerk
are hereby authorized and directed to execute and deliver on behalf of the City the First
Supplemental Bond Purchase Agreement in substantially the form attached hereto, with such
additions, deletions, and changes as the official executing the same, upon the recommendation of
the Tenant, may require or approve, such approval on behalf of the City to be conclusively
evidenced by the execution and delivery thereof.
(d) Authorizes the issuance, execution, and delivery of a replacement Series
2015 Bond upon the surrender of the existing Series 2015 Bond to the City or the Servicing Agent.
The Mayor and City Clerk are hereby authorized and directed to execute and deliver on behalf of
the City the Series 2015 Bond, designated R-2, in substantially the form attached to the First
Supplemental Bond Purchase Agreement, with such additions, deletions, and changes as the
official executing the same, upon the recommendation of the Tenant, may require or approve, such
approval on behalf of the City to be conclusively evidenced by the execution and delivery thereof.
Section 2. The provisions of this Ordinance and the Original Ordinance may be further
supplemented from time to time by additional ordinances of the City Commission.
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Section 3. The provisions of this Ordinance are hereby declared to be severable and, if
any section or provision shall, for any reason, be declared invalid, such declaration of invalidity
shall not affect the validity of the remainder of this Ordinance.
Section 4. Upon any conflict between the provisions of this Ordinance and of any prior
ordinance, resolution, or parts thereof, the provisions of this Ordinance shall prevail.
Section 5. This Ordinance shall be in full force and effect from and after its adoption
as provided by law. The summary of this Ordinance read at the meetings of the City Commission
described below is approved for such purposes and for the purpose of publication as provided by
law, and the accuracy of such summary is hereby certified.
INTRODUCED AND PUBLICLY READ ON FIRST READING on May 24, 2022.
PUBLICLY READ, ADOPTED, AND APPROVED ON SECOND READING, on June
14, 2022.
XIII
an
lviayor
Attest:
Cit3�,derk
Introduced by the Board of Commissioners, May 24, 2022
Adopted by the Board of Commissioners, June 14, 2022
Recorded by the City Clerk, June 14, 2022
Published by The Paducah Sun, June 17, 2022
ord\Bond Series 2015 Refinance Paducah Riverfront Hotel — 6-2022
Mark Franklin - Dinsmore & Shohl LLP
CERTIFICATION
I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of
the City of Paducah, Kentucky, and as such City Clerk, I further certify that the foregoing is a true,
correct, and complete copy of an Ordinance duly enacted by the City Commission of the City at a
duly convened meeting held on June 14, 2022, on the same occasion signed by the Mayor as
evidence of his approval, and now in full force and effect, all as appears from the official records
of the City in my possession and under my control.
Witness my hand and the seal of the City as of \;� �� , 2022.
� CeJerk �
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SUPPLEMENTAL BOND PURCHASE AGREEMENT
among
CITY OF PADUCAH, KENTUCKY,
PADUCAH RIVERFRONT HOTEL, LP,
INDEPENDENCE BANK OF KENTUCKY,
Paducah, Kentucky, as Servicing Agent,
INDEPENDENCE BANK OF KENTUCKY
Paducah, Kentucky, as Original Purchaser
$10,520,117.13 Outstanding Principal Amount
City of Paducah, Kentucky
Industrial Building Revenue Bonds, Series 2015
(Paducah Riverfront Hotel, LP Project)
Dated May 1, 2022
FIRST SUPPLEMENTAL BOND PURCHASE AGREEMENT
This FIRST SUPPLEMENTAL BOND PURCHASE AGREEMENT is made as of May 1,
2022, by and among the CITY OF PADUCAH, KENTUCKY, a municipal corporation and
political subdivision of the Commonwealth of Kentucky (the "Issuer") PADUCAH
RIVERFRONT HOTEL, LP, a Kentucky limited partnership (the "Tenant"), INDEPENDENCE
BANK OF KENTUCKY, Paducah, Kentucky (as the "Servicing Agent"), and INDEPENDENCE
BANK OF KENTUCKY, Paducah, Kentucky (as the "Original Purchaser" and, together with any
subsequent owner of the Bonds, the "Holder"):
WITNESSETH:
WHEREAS, on November 4, 2015, the Issuer issued its City of Paducah, Kentucky
Industrial Building Revenue Bonds, Series 2015 (Paducah Riverfront Hotel, LP Project) in a
maximum aggregate principal amount of $12,000,000 as a single registered bond numbered R-1
(the "Original Bond") pursuant to (i) an ordinance of the Board of Commissioners of the Issuer
adopted August 25, 2015 (the "Original Bond Legislation") and (ii) a Bond Purchase Agreement
dated November 1, 2015 (the "Original Bond Purchase Agreement"), by and among the Issuer, the
Tenant, the Servicing Agent, as servicing agent for the Original Bond, and the Holder, as the
Original Purchaser of the Original Bond; and
WHEREAS, the proceeds of the Original Bond were made available by the Issuer to the
Tenant under a Lease Agreement dated as of November 1, 2015 (the "Lease Agreement"), by and
between the Issuer and the Tenant, which the Tenant used to acquire, construct, install, and equip
a 124 -room Holiday Inn Hotel on the Project Site (as defined in the Lease Agreement), such Project
Site being a site located within the jurisdictional boundaries of the Issuer; and
WHEREAS, the Original Bond has accrued interest from its date of issuance at a rate per
annum equal to 4.75%; and
WHEREAS, the Bond provides that for the five-year period beginning May 1, 2022 and
continuing to but excluding May 1, 2027 (the "First Interest Rate Reset Period"), the Original
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EXHIBIT A
TO
AMENDING ORDINANCE
FORM OF FIRST SUPPLEMENTAL BOND PURCHASE AGREEMENT
(See attachment)
Bond shall accrue interest at a rate per annum to be established in a supplemental bond purchase
agreement among the Issuer, the Tenant, and the Holder; and
WHEREAS, the Original Bond provides that the Issuer, the Tenant, and the Holder shall
enter into additional supplemental bond purchase agreements to determine the interest rate per
annum to apply to additional five-year periods occurring after the First Interest Rate Reset Period;
and
WHEREAS, the Issuer, the Tenant, and the Holder desire to enter into this First
Supplemental Bond Purchase Agreement to set out the interest rate per annum to apply to the
Original Bond, as amended herein, during the First Interest Rate Reset Period and to provide for
other matters related thereto;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Except to the extent otherwise expressly provided in the recitals and
elsewhere herein, and unless the context otherwise requires, all words and terms used herein with
initial capitalization where rules of grammar do not otherwise require capitalization shall have the
meanings set forth in the Lease Agreement, the Bond Legislation, and the Original Bond Purchase
Agreement. Any reference herein to the Issuer, the Tenant, the Holder, or the Servicing Agent shall
include any person or entity which succeeds to their respective functions, duties, or responsibilities
pursuant to or by operation of law.
2. Amendment of Exhibit A to Original Bond Purchase Agreement. Exhibit A to the
Original Bond Purchase Agreement, being the form of the Original Bond, is hereby amended and
replaced in its entirety with Exhibit A attached hereto (the "First Replacement Bond"). The First
Replacement Bond shall bear interest at the rate per annum and shall be payable in the amounts
and on the dates set forth in the First Replacement Bond during the First Interest Rate Reset Period.
3. Effective Date and Interest. Notwithstanding the requirements of the Original
Bond, the Original Bond Purchase Agreement, or the Lease Agreement to the contrary, the Issuer,
the Tenant, the Servicing Agent, and the Holder agree that the Default Rate shall not apply to any
interest accrued on the Original Bond or the First Replacement Bond if the Replacement Bond is
delivered by the Issuer to the Holder after May 1, 2022, but all interest after May 1, 2022 shall be
interest at the interest rate per annum set forth in the First Replacement Bond.
3. Ratification. Except as amended and supplemented by Section 2 hereof, the Issuer,
the Tenant, and the Holder hereby ratify and reaffirm the terms and provisions of the Original
Bond Purchase Agreement and their respective representations, warranties, covenants,
agreements, and obligations set forth therein.
4. Binding Effect. This First Amendment to Bond Purchase Agreement shall inure to
the benefit of and shall be binding upon the Issuer, the Tenant, and the Holder, and their respective
successors and assigns.
5. Severability. If any provision of this First Amendment to Bond Purchase
Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof.
6. Execution in Counterparts. This First Amendment to Bond Purchase Agreement
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.
7. Applicable Law. This First Amendment to Bond Purchase Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of Kentucky.
8. Captions. The captions or headings in this First Amendment to Bond Purchase
Agreement are for convenience only and in no way define, limit, or describe the scope or intent of
any provisions or sections of this First Amendment to Bond Purchase Agreement.
9. No Pecuniary Liability of the Issuer. No provision, covenant, or agreement
contained in this First Amendment to Bond Purchase Agreement or breach thereof shall constitute
or give rise to a pecuniary liability of the Issuer or a charge upon its general credit or taxing power.
9 mo
SIGNATURE PAGE To FIRST SUPPLEMENTAL BOND PURCHASE AGREEMENT
IN WITNESS WHEREOF, this First Supplemental Bond Purchase Agreement has been
executed as of the date first written.
Attest:
City Clerk
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CITY OF PADUCAH, KENTUCKY
Mayor
PADUCAH RIVERFRONT HOTEL, LP, by
Paducah Hotel, Inc., its General Partner
President
INDEPENDENCE BANK OF
KENTUCKY, as Servicing Agent
By: _
Title:
INDEPENDENCE BANK OF
KENTUCKY, as Original Purchaser
By: _
Title:
EXHIBIT A
TO
FIRST SUPPLEMENTAL BOND PURCHASE AGREEMENT
FORM OF REPLACEMENT BOND
UNITED STATES OF AMERICA
COMMONWEALTH OF KENTUCKY
CITY OF PADUCAH, KENTUCKY
INDUSTRIAL BUILDING REVENUE BOND, SERIES 2015
(PADUCAH RIVERFRONT HOTEL, LP PROJECT)
Maturity Principal
Bond Number Original Issue Date Date Amount
R-2 November 4, 2015 May 1, 2037 $10,520,117.13
The CITY OF PADUCAH, KENTUCKY (the "Issuer"), for consideration received,
promises to pay to INDEPENDENCE BANK OF KENTUCKY, Paducah, Kentucky or registered
assigns, but solely from the sources and in the manner hereinafter referred to, the Principal
Amount, and to pay interest on the Principal Amount outstanding from time to time from the date
hereof through the Second Optional Tender Date, as defined below, at a per annum interest rate
equal to four and seventy-five one -hundredths percent (4.75%).
Interest on the Principal Amount outstanding hereunder (including previously deferred
interest) shall be payable in eight (8) equal monthly payments due on the first day of each month
in the amount of $82,221.93, beginning on June 1, 2022. Beginning on February 1, 2023 and
continuing to and including May 1, 2027, interest on the Principal Amount outstanding hereunder
and principal shall be payable on the first day of each calendar month in equal installments of
$82,221.93 being an amount calculated to fully amortize the outstanding Principal Amount of the
Bonds , through the Final Maturity Date plus eight months at the interest rate then borne by the
Bonds. Beginning on May 1, 2027 (the "Second Optional Tender Date"), this Bond shall bear
interest either (i) at such rate as shall be set forth in a supplemental bond purchase agreement
among the Issuer, the Tenant, and the Holder, as hereinafter defined, to be delivered on or before
the Second Optional Tender Date or any Tender Date, as hereinafter defined, thereafter or (ii) if
no such supplemental bond purchase agreement is executed and delivered, at the Default Rate.
Commencing on the first day of each calendar month (the "Interest Payment Date") next
succeeding a Tender Date, interest on the Principal Amount outstanding hereunder and principal
shall be payable in monthly installments on each such Interest Payment Date, with the monthly
payments of principal and interest being equal and being in an amount calculated to fully amortize
the Principal Amount of the Bonds outstanding through the Final Maturity Date plus eight months
at the interest rate then borne by the Bonds. The final payment due hereunder on May 1, 2037 shall
be in an amount equal to the principal balance of the Bonds on such date, plus accrued interest.
All payments made hereunder shall be first credited to interest (first currently accrued and
then previously foregone) and then credited to principal. Interest shall be calculated on a 360 day
year, actual days elapsed basis. This Bond shall mature and all unpaid principal of, premium, if
any, and accrued and unpaid interest on this Bond shall be and become due and payable in full on
May 1, 2037.
On the Second Optional Tender Date, and on each fifth May 1 thereafter, through and
including the Final Maturity Date (each a "Tender Date"), the Holder shall have the option, unless
waived in writing by the Holder, to tender for purchase at 100% of the principal amount thereof,
all, but not less than all, of the Bonds owned by such Holder. The purchase price for such Bonds
shall be payable in lawful money of the United States of America, shall equal the outstanding
principal amount thereof, plus accrued interest to the Tender Date, and shall be paid in full on the
applicable Tender Date from the Lease Payments due under the Agreement of Lease.
To exercise the option granted above, the Holder shall (1) no earlier than ninety days before
the Tender Date give notice to the Tenant and Servicing Agent by telecopy or in writing which
states (i) the name and address of the Holder, (ii) the principal amount of the Bonds to be
purchased, (iii) that such Bonds are to be purchased on such Tender Date pursuant to the terms
hereof, and (iv) that such notice is irrevocable; (2) no later than 10:00 a.m. according to the local
time at the principal office of the Servicing Agent on the fifth day preceding such Tender Date (or
the next preceding Business Day if such fifth day is not a Business Day), deliver to the principal
office of the Servicing Agent the Bonds to be purchased in proper form, accompanied by fully
completed and executed instructions to sell ("Instructions to Sell"), the form of which shall be
printed on the Bonds.
Any Bonds not delivered by Holders who have elected to tender such Bonds shall
nevertheless be deemed to be tendered for purchase by the Tenant. Subject to the right of such
non -delivering Holders to receive the purchase price of such Bonds and interest accrued thereon
to the day preceding the applicable Tender Date, such Bonds shall be null and void and the
Servicing Agent shall authenticate and deliver new Bonds in replacement thereof pursuant to the
remarketing of such Bonds by the Tenant or the pledge of such Bonds to the Tenant in lieu of
remarketing such Bonds. Bonds held by the Tenant that are remarketed to another Holder shall
thereupon be registered in the name of such Holder.
While tendered Bonds are in the custody of the Servicing Agent pending purchase pursuant
hereto, the tendering Holders thereof shall be deemed the owners thereof for all purposes, and
interest accruing on tendered Bonds through the day preceding the applicable Tender Date is to be
paid from the Bond Account as if such Bonds had not been tendered for purchase. Any Bonds
tendered for purchase in accordance with the foregoing provisions and remaining unpaid shall
thereafter bear interest at the Default Rate until paid.
Notwithstanding anything herein to the contrary, any Bond or portion thereof tendered
under the foregoing provisions will not be purchased if such Bond matures or is redeemed on or
prior to the applicable Tender Date.
If any Interest Payment Date, date of maturity of this Bond, Tender Date, or date fixed for
redemption of this Bond, is not a Business Day, then payment of the applicable interest, principal,
purchase price or redemption price may be made on the next succeeding Business Day with the
same force and effect as if such payment were made on such Interest Payment Date, date of
maturity, Tender Date or date fixed for redemption and interest shall accrue from the scheduled
date of any maturity, redemption or tender due date of this Bond until the Business Day on which
such payment is made.
As used in this Bond, the terms "Bond Account", " Bond Purchase Agreement", "Bond
Service Charges", "Mortgage", "Lease Payments", "Payment in Full of the Bond", "Revenues",
and "Servicing Agent" have the meanings assigned to them in the Agreement of Lease dated as of
November 1, 2015 (the "Lease Agreement") between the Issuer and Paducah Riverfront Hotel, LP
(the "Tenant").
This Bond is one of the duly authorized Industrial Building Revenue Bonds, Series 2015
(Paducah Riverfront Hotel, LP Project) issued under an ordinance adopted by the Issuer on
August 11, 2015 (the "Bond Legislation"), in a maximum principal amount of $12,000,000, for
the purpose of financing the costs of acquiring, constructing, equipping, and installing property
comprised of an industrial building to be owned by the Issuer and leased to the Tenant for use as
a hotel (the "Project") within the jurisdictional boundaries of the Issuer. The Project is being
undertaken in order to promote the economic welfare of the people of the Commonwealth of
Kentucky and of the Issuer by creating jobs and employment opportunities.
This Bond shall be callable for redemption in whole or in part on any date in the event of
exercise by the Tenant of its option to redeem the Bonds in full or in part as provided in Section
11.1 or Section 11.2(c)(i) or (c)(ii) of the Lease Agreement. The redemption date in any such event
shall be the Interest Payment Date set by the Tenant for the prepayment of the Bonds in accordance
with such provisions of the Lease Agreement. The redemption price for this Bond (or portion
thereof) in any such event shall be the principal amount of this Bond (or portion thereof) to be
redeemed, plus accrued interest thereon to the redemption date, without Redemption Premium.
This Bond shall also be callable for redemption in whole or in part on any date in the event
of exercise by the Tenant of its option to redeem the Bonds in full or in part as provided in Section
11.2 (a), (b), (c)(iii) or Section 11.5 of the Lease Agreement. The redemption date in any such
event shall be the Interest Payment Date set by the Tenant for the prepayment of the Bonds in
accordance with such provisions of the Lease Agreement. The redemption price for this Bond (or
portion thereof) in any such event shall be the principal amount of this Bond (or portion thereof)
to be redeemed, plus accrued interest thereon to the redemption date.
The obligation of the Issuer to make payments of principal and interest on the principal
amount of this Bond which remains outstanding after any partial redemption shall not be affected
by such partial redemption, such partial redemption operating instead to pay and redeem the
principal of this Bond at dates earlier than the originally scheduled principal amortization or
payment date or dates, in inverse chronological order.
Notice from the Tenant to the Holder that the Bonds are to be prepaid in whole or in part
pursuant to the Lease Agreement shall also constitute the call by the Issuer of a portion or all, as
the case may be, of the principal amount hereof then outstanding, and no separate notice from the
Issuer to the Holder shall be required.
All Bond Service Charges shall be payable in lawful money of the United States of America
at the principal office of the Servicing Agent, by check or draft. Any Bond Service Charges not
paid when due, together with interest thereon at the Interest Rate for Advances, shall continue as
an obligation of the Issuer until paid.
Upon Payment in Full of this Bond, it shall, at the option of the Issuer, either be destroyed
with evidence of destruction provided by the Holder to the Issuer, or be marked "Paid in Full" by
the Holder and returned to the Issuer.
This Bond is secured by an assignment of the Lease Agreement and by the Assignment of
Rents and the Mortgage, all of which are on file in the offices of the Holder.
This Bond is issued pursuant to the Constitution of the Commonwealth of Kentucky and
to the statutes of the Commonwealth, particularly Sections 103.200 to 103.285, inclusive, of the
Kentucky Revised Statutes as amended, and the Bond Legislation. This Bond is a special
obligation of the Issuer, and the Bond Service Charges are payable solely from, and such payments
are secured by a pledge of and lien on, the Bond Account and the Revenues, and are not otherwise
an obligation of the Issuer. THIS BOND, THE BOND LEGISLATION, THE MORTGAGE, THE
LEASE AGREEMENT, AND THE BOND PURCHASE AGREEMENT DO NOT REPRESENT
OR CONSTITUTE A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER.
Lease Payments sufficient for the payment when due of the Bond Service Charges are required by
the Lease Agreement to be paid by the Tenant to the Servicing Agent for the account of the Issuer
for deposit in the Bond Account, and have been duly pledged for that purpose. Reference is hereby
made to the Lease Agreement and Bond Purchase Agreement for a more complete description of
the provisions, among others, with respect to the nature and extent of the security, the rights, duties,
and obligations of the Issuer and the Holder, and the terms and conditions upon which the Bonds
are issued and secured, to all of the provisions of which Lease Agreement and Bond Purchase
Agreement each Holder, by the acceptance hereof, assents.
If this Bond or any portion hereof is duly called for redemption as herein provided, and if
on the redemption date moneys for the payment of the applicable redemption price shall have been
provided to the Servicing Agent so as to be available for the payment thereof, then from and after
such redemption date this Bond or such portion hereof shall cease to bear interest.
If an Event of Default, as defined in the Lease Agreement, shall occur, the principal of this
Bond then outstanding may be declared due and payable in the manner and with the effect provided
by the Lease Agreement.
This Bond shall not constitute the personal obligation, either jointly or severally, of the
Issuer, the Board of Commissioners of the Issuer, or the officers of the Issuer.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things
necessary to be done or performed by the Issuer or to have happened precedent to and in the issuing
of this Bond in order to make it a legal, valid, and binding special obligation of the Issuer in
accordance with its terms, and before and in the execution and delivery of the First Supplemental
Bond Purchase Agreement, have been done and performed and have happened in regular and due
form as required by law, and that this Bond does not exceed or violate any constitutional or
statutory limitation. [Signature Page to follow]
SIGNATURE PAGE TO SERIES 2015 BOND
IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed in its name by
the manual or facsimile signatures of its Mayor and City Clerk, all as of the date set forth above.
Attest:
City Clerk
CITY OF PADUCAH, KENTUCKY
Lo
ASSIGNMENT
Mayor
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto:
(Please print or typewrite name and address of transferee)
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
In the presence of:
NOTICE: The signature to 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.
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