|
<br />2
<br />
<br />dated as of January 1, 2007, between the City and the Trustee (the “Original Indenture”), which
<br />Original Indenture was amended and restated by that certain Amended and Restated Trust
<br />Indenture, dated October 1, 2009, between the Issuer and the Trustee (the “First Amended and
<br />Restated Indenture”), and which First Amended and Restated Indenture was amended and restated
<br />by that certain Second Amended and Restated Trust Indenture, dated January 3, 2012 (the “Second
<br />Amended and Restated Indenture”), and which Second Amended and Restated Indenture is
<br />amended and restated by this Indenture, and authorizing the loan of the proceeds thereof to
<br />PEI/Genesis, Inc. and Tuliptree Associates, LLC (together, the “Original Borrower”) pursuant to
<br />that certain Loan Agreement (the “Original Agreement”), dated as of January 1, 2007, between the
<br />Original Borrower and the Trustee, which Original Agreement was amended and restated by that
<br />certain Amended and Restated Loan Agreement, dated October 1, 2009, between the Issuer and
<br />the Trustee (the “First Amended and Restated Agreement”), which First Amended and Restated
<br />Agreement has been amended and restated by the Second Amended and Restated Agreement dated
<br />January 3, 2012 (the “Second Amended and Restated Agreement”), and which Second Amended
<br />and Restated Agreement has been amended and restated on the date hereof by that certain Third
<br />Amended and Restated Agreement between Tuliptree Associates, LLC (“Borrower”) and the
<br />Trustee (and together with the Original Agreement, the First Amended and Restated Agreement,
<br />and the Second Amended and Restated Agreement, the
<br />“Agreement”); and
<br />WHEREAS, pursuant to the Original Indenture, the First Amended and Restated Indenture,
<br />the Second Amended and Restated Indenture and this Indenture, the Issuer has pledged and
<br />assigned certain of its rights under the Agreement as security for the Project Bonds; and
<br />WHEREAS, all things necessary to make the Bonds, when issued as provided in the
<br />Original Indenture, the First Amended and Restated Indenture, the Second Amended and Restated
<br />Indenture and this Indenture, the valid, binding and legal special and limited obligations of the
<br />Issuer according to the import thereof, and to constitute this Indenture a valid assignment of the
<br />amounts pledged to the payment of the principal of and premium, if any, and interest on the Bonds
<br />have been done and performed, and the creation, execution and delivery of this Indenture and the
<br />execution and issuance of the Bonds, subject to the terms hereof, in all respects have been duly
<br />authorized; and
<br />WHEREAS, the Borrower has requested that the Trustee and the Issuer execute this Third
<br />Amended and Restated Indenture to replace the LIBOR Rate Interest Mode with the BSBY Rate
<br />Interest Mode for the Bonds and to release PEI/Genesis, Inc. as a “Borrower” under the Agreement
<br />and otherwise, and related provisions; and
<br />WHEREAS, the Issuer and the Trustee, at the request of the Borrower and the consent of
<br />the Bank and the beneficial Holders of all of the outstanding Bonds, wish to amend, supplement
<br />and restate the Second Amended and Restated Indenture as set forth in this Third Amended and
<br />Restated Indenture; and
<br />WHEREAS, the amendment and restatement set forth in the Third Amended and Restated
<br />Indenture and the terms of the Bonds will result in the Bonds being deemed to have been reissued
<br />for purposes of the Internal Revenue Code of 1986, as amended; and
|