05-13-2020 Council Packet - Laserfiche WebLink

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*Preliminary, subject to change.iii ISSUER. THE SERIES 2020 BONDS SHALL NOT CONSTITUTE OR GIVE RISE TO A CHARGE AGAINST THE GENERAL CREDIT, ASSETS, TAXING POWERS OR OTHER REVENUES OF THE ISSUER, THE HOST CITY, OR THE STATE. THE SERIES 2020 BONDS ARE NEITHER A DEBT NOR A LIABILITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OF THE ISSUER, THE HOST CITY, OR THE STATE. The Loan Agreement and the Mortgage. The Series 2020 Bonds are payable solely from and secured by a pledge of (i) payments made by the Borrower pursuant to the Loan Agreement, dated as of ________ 1, 2020 (the “Loan Agreement”), between the Issuer and the Borrower, sufficient in amount to pay when due all principal of and interest on the Series 2020 Bonds and all other payments required thereunder; (ii) amounts derived pursuant to the [Amended and Restated] Combination Mortgage, Security Agreement, Fixture Financing Statement, and Assignment of Leases and Rents, dated as of ________ 1, 2020 (the “Mortgage”), by the Borrower in favor of the Trustee, which grants the Trustee a mortgage lien on, a security interest in, and an assignment of leases and rents of the Project, subject only to Permitted Encumbrances; (iii) amounts held by the Trustee under the Indenture in the Reserve Fund; and (iv) certain proceeds of insurance and condemnation awards. Purchase of the Series 2020 Bonds involves certain risks including, among others, those described under “RISK FACTORS” in this Official Statement. See “SECURITY FOR THE SERIES 2020 BONDS,” and “APPENDIX D - DEFINITIONS AND SUMMARY OF CERTAIN PRINCIPAL DOCUMENTS - THE LOAN AGREEMENT” and “ - THE MORTGAGE” in this Official Statement. The Limited Guaranty. The Series 2020 Bonds are also secured by amounts payable from the Limited Guarantor under the terms of the Limited Guaranty Agreement, dated as of ________ 1, 2020 (the “Limited Guaranty”), from Limited Guarantor to the Trustee. Under the terms of the Limited Guaranty, the Limited Guarantor agrees to provide a guaranty for the payment of debt service on the Series 2020 Bonds, subject to a limit of $4,000,000 (plus any costs of collection). The Limited Guaranty is subject to release and termination as set forth in the Limited Guaranty. Payments by Limited Guarantor under the Limited Guaranty are pledged solely to the Series 2020 Bonds. See “SECURITY FOR THE SERIES 2020 BONDS - The Limited Guaranty” and “APPENDIX D - DEFINITIONS AND SUMMARY OF CERTAIN PRINCIPAL DOCUMENTS - THE LIMITED GUARANTY” in this Official Statement. Reserve Fund. On the date of issuance of the Series 2020 Bonds, an initial deposit will be made to the Reserve Fund in the amount of $_____* (the initial “Reserve Requirement”). Upon issuance of the Series 2020 Bonds, the Reserve Requirement will be equal to the maximum annual debt service on the Series 2020 Bonds (excluding the final year of maturity) and such amount may be increased in the future upon the issuance of Additional Bonds in accordance with the terms of the Indenture. Amounts in the Reserve Fund may be used by the Trustee to pay principal and premium of and interest on the Series 2020 Bonds if the amounts in the Series 2020 Account of the Bond Fund are insufficient for such purpose. See “SECURITY FOR THE SERIES 2020 BONDS - Reserve Fund” in this Official Statement. No Subordination of Management Fees. Any Management Fees payable by the Borrower to the Manager pursuant to the Management Agreement with respect to the Project will not be subordinated in right of payment to debt service on the Series 2020 Bonds. Trustee..............................U.S. Bank National Association, Saint Paul, Minnesota. See “THE TRUSTEE” in this Official Statement.