FIRST AMENDMENT TO LEASE AND AGREEMENT Dated as of May 15, by and between. CAMPBELL COUNTY RECREATION PROJECT JOINT POWERS BOARD as Lessor.

Transcription

1 FIRST AMENDMENT TO LEASE AND AGREEMENT Dated as of May 15, 2008 by and between CAMPBELL COUNTY RECREATION PROJECT JOINT POWERS BOARD as Lessor and CAMPBELL COUNTY SCHOOL DISTRICT NUMBER 1 STATE OF WYOMING as Lessee Dated as of June 13, 2013 First Amendment to Lease and Agreement

2 FIRST AMENDMENT TO LEASE AND AGREEMENT Page Recitals ARTICLE 1 FIRST LEASE AMENDMENT; DEFINITIONS; FUNDS AND ACCOUNTS; AMENDMENT Section First Lease Amendment Section Definitions Section Amendment ARTICLE 2 REPRESENTATIONS, COVENANTS AND WARRANTIES Section Representations, Covenants and Warranties ARTICLE 3 MISCELLANEOUS Section Execution in Counterparts Section Applicable Law Section Captions EXECUTION First Amendment to Lease and Agreement - i -

3 FIRST AMENDMENT TO LEASE AND AGREEMENT THIS FIRST AMENDMENT TO LEASE AND AGREEMENT (the First Lease Amendment ) dated as of June 13, 2013, entered into by and between the CAMPBELL COUNTY RECREATION PROJECT JOINT POWERS BOARD (the Board or the Lessor ), a joint powers board duly organized and existing as a body corporate and politic under the laws of the State of Wyoming (the State ), as lessor (the Lessor ), and CAMPBELL COUNTY SCHOOL DISTRICT NUMBER 1, STATE OF WYOMING (the "School District"), a duly and regularly created, organized and existing school district and body corporate and politic, existing as such under and by virtue of the constitution and laws of the State of Wyoming (the State ), and a political subdivision within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended, as lessee (the Lessee ). P R E F A C E All terms capitalized herein and not defined have the meaning ascribed to them in the Original Lease (as hereinafter defined). W I T N E S S E T H: WHEREAS, the Board is a joint powers board, duly organized and existing as a body corporate and politic under the laws of the State of Wyoming (the State ), particularly the Wyoming Joint Powers Act, Wyo. Stat through (the Joint Powers Act ), established under a Joint Powers Agreement dated as of November 6, 2007 (the Joint Powers Agreement ), entered into by and between Campbell County, Wyoming ("Campbell County ); the City of Gillette, Wyoming ( City of Gillette ); and Campbell County School District Number 1, State of Wyoming ( School District ); and WHEREAS, the purpose of the Joint Powers Agreement was to provide an efficient, orderly, and economically feasible method of financing the Campbell County Recreation Center (the Recreation Center ), on behalf of Campbell County, the City of Gillette and the School District; and WHEREAS, for the purpose of financing the Recreation Center, the Board issued its Lease Revenue Bonds, Series 2008, in the aggregate principal amount of $47,400,000, dated May 15, 2008 (the Series 2008 Bonds); and WHEREAS, the Series 2008 Bonds were issued pursuant to an Indenture of Trust, dated as of May 15, 2008 (the Original Indenture ), between the Board and Wells Fargo Bank, National Association, as trustee (the Trustee ); and WHEREAS, Campbell County and the School District entered into a Lease and Agreement, dated as of May 15, 2008 (the Original Lease ), wherein Campbell County and the School District, as lessee, leased unequal discrete portions of the Recreation Center and pay directly to the Trustee semiannual rental payments (the Rental Payments ) in consideration for their right to use their discrete portions of the Recreation Center, the proceeds of which are required by the Original Indenture to be distributed by the Trustee for the payment of the principal of and interest on the Series 2008 Bonds; and WHEREAS, under the Original Lease Campbell County and the School District are granted the option to purchase their respective discrete portions of the Recreation Center upon payment of the then applicable Optional Purchase Prices set forth in the Original Lease. Campbell County has First Amendment to Lease and Agreement - 1 -

4 notified the Board that it intends to exercise its option to purchase on June 10, 2013, which will allow the Board to pay the County s Bonds maturing on June 15, 2013 (principal in the amount of $2,350,000 and interest thereon), and redeem the balance of the County s Bonds ($16,545,000 maturing on June 15, 2014 through and including June 15, 2019) on June 15, 2013, which is the first date that the Series 2008 Bonds are subject to optional redemption; and WHEREAS, the School District has requested that the Board currently refund the School District s Bonds ($13,675,000), which will allow the Board to pay the School District s Bonds maturing on June 15, 2013 (principal in the amount of $1,830,000 and interest thereon), and redeem the balance of the School District s Bonds ($11,845,000 maturing on June 15, 2014 through and including June 15, 2019) on June 15, 2013, which is the first date that the Series 2008 Bonds are subject to optional redemption (the Refunding Project ); and. WHEREAS, the Board has determined to issue a series of bonds to be designated Campbell County Recreation Project Joint Powers Board, Lease Revenue Refunding Bonds, Series 2013" (the Series 2013 Bonds ), in the aggregate principal amount of $, for the purpose of providing the funds for (i) the Refunding Project, and (ii) paying the Costs of Issuance; and WHEREAS, the County s and the School s District s actions as described above will cause (i) the schedule of Rental Payments in the Lease for the County to be eliminated, (ii) the County to no longer constitute a lessee under the Lease, and (iii) the schedule of Rental Payments in the Lease for the School District to be recalculated by George K. Baum & Company (the Underwriter of the Series 2008 Bonds) to reflect the reduction in Rental Payments by reason of such actions; and WHEREAS, pursuant to 9.04 of the Original Indenture, the Board and the School District may, without the consent of or notice to the Series 2008 Bond Owners, consent to any amendment, change or modification of the Original Lease in order to effect the issuance of the Series 2013 Bonds; and WHEREAS, in connection with the issuance of the Series 2013 Bonds, the Board and the School District shall enter into this First Amendment to Lease and Agreement dated as of June 13, 2013 (the First Lease Amendment, which together with the Original Lease shall be hereinafter referred to as the Lease ); and WHEREAS, the execution and delivery of this First Lease Amendment has been in all respects duly and validly authorized by the Board and the School District; and all acts, proceedings and things necessary and required by law to make this First Lease Amendment valid and effective, have been done, taken and performed, and the execution and delivery of this First Lease Amendment has in all respects been duly authorized by the Board and the School District; IN CONSIDERATION OF THE ABOVE RECITALS, the Board and the School District agree as follows: ARTICLE 1 FIRST LEASE AMENDMENT; DEFINITIONS; FUNDS AND ACCOUNTS; AMENDMENT Section First Lease Amendment. This First Lease Amendment is supplemental to the Original Lease and together with such Original Lease shall be hereinafter collectively referred to as the Lease ) and is adopted in accordance with Section 9.04 of the Original Indenture and Section of the Original Lease. First Amendment to Lease and Agreement - 2 -

5 Section Definitions. (a) All terms which are defined in Article 1 of the Original Lease, which are not otherwise defined herein, shall have the same meanings in this First Lease Amendment as such terms are given in Article 1 of the Original Lease. (b) In addition, as used in this First Lease Amendment, unless the context shall otherwise require, the following terms shall have the following meanings: Bonds means the Campbell County Recreation Project Joint Powers Board, Lease Revenue Refunding Bonds, Series 2013, in the original aggregate principal amount of $9,470,000, issued and secured under the Indenture. Governing Body of the Lessee means the Board of Trustees of the School District. Lease means the Lease and Agreement dated as of May 15, 2008, as amended by a First Amendment to Lease and Agreement dated as of June 13, 2013, between the School District, as lessee, and the Board, as lessor. Lessee means the School District, and its successors or permitted assigns under this Lease. Section Amendment. Exhibit C to the Original Lease is amended to read as follows: EXHIBIT C Rental Payment Schedule SCHOOL DISTRICT Payment Dates Principal Interest Total Optional Purchase Price 12/10/2013 $118, $ 118, N/A 06/10/2014 $1,660, , ,776, N/A 12/10/ , , N/A 06/10/2015 1,700, , ,800, N/A 12/10/ , , N/A 06/10/2016 1,735,000 83, ,818, N/A 12/10/ , , N/A 06/10/2017 1,770,000 65, ,835, N/A 12/10/ , , N/A 06/10/2018 1,805,000 48, ,853, N/A 12/10/ , , N/A 06/10/ ,000 12, , $1.00 First Amendment to Lease and Agreement - 3 -

6 ARTICLE 2 REPRESENTATIONS, COVENANTS AND WARRANTIES Section Representations, Covenants and Warranties. All representations, covenants and warranties of the Board and the School District set forth in the Original Lease are hereby confirmed. ARTICLE 3 MISCELLANEOUS Section Execution in Counterparts. This First Lease Amendment 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 Applicable Law. This First Lease Amendment shall be governed by and construed in accordance with the laws of the State, without regard to conflict of laws principles. Section Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this First Lease Amendment. WITNESS the due execution hereof as of the day and the year first mentioned above. CAMPBELL COUNTY RECREATION PROJECT JOINT POWERS BOARD Chairman ATTESTED: Secretary/Treasurer STATE OF WYOMING ) ) ss. COUNTY OF CAMPBELL ) The foregoing instrument was acknowledged before me this day of June, 2013, by Dan Coolidge, as Chairman, and by Lisa Durgin, as Secretary/Treasurer, of the Campbell County Recreation Project Joint Powers Board, as Lessor. WITNESS my hand and official seal. Notary Public My Commission expires: First Amendment to Lease and Agreement - 4 -

7 FIRST LEASE AMENDMENT (Signature Page for Lessee) ( S E A L ) CAMPBELL COUNTY SCHOOL DISTRICT NUMBER 1, STATE OF WYOMING Chairman, Board of Trustees ATTESTED: Clerk, Board of Trustees STATE OF WYOMING ) ) ss. COUNTY OF CAMPBELL ) The foregoing instrument was acknowledged before me this day of June, 2013, by Linda Jennings, as Chairman, and by Lisa Durgin, as Clerk, of the Board of Trustees of Campbell County School District Number 1, State of Wyoming, as Lessee. WITNESS my hand and official seal. Notary Public My Commission expires: First Amendment to Lease and Agreement - 5 -