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97-9827 Hosp Rev BondsORDINANCE NO. 97-9827 ORDINANCE APPROVING A FIRST SUPPLEMENTAL BOND TRUST INDENTURE SUPPLEMENTING AND AMENDING A BOND TRUST INDENTURE RELATED TO THE HOSPITAL REVENUE REFUNDING BONDS (ASBURY-SALINA REGIONAL MEDICAL CENTER, INC. PROJECT), SERIES 1993 ISSUED BY THE CITY OF SALINA, KANSAS WHEREAS, the City of Salina, Kansas (the "Bond Issuer") has entered into the Bond Indenture under which NationsBank, N.A. (Mid -West), successor by merger to Bank IV, National Association which was formerly known as Bank IV Kansas, N.A., has acted as the Bond Trustee; and WHEREAS, pursuant to the Bond Indenture, the Bond Issuer has issued its Hospital Revenue Refunding Bonds (Asbury -Salina Regional Medical Center, Inc. Project), Series 1993 (the "Bonds"), to refinance a project leased to Salina Regional Health Center (the "Corporation"), successor by merger to Asbury -Salina Regional Medical Center, Inc., which Bonds are the only bonds outstanding under the Bond Indenture; and WHEREAS, AMBAC Indemnity Corporation ("AMBAC Indemnity") has issued its municipal bond insurance policy insuring the payment when due at maturity or by scheduled mandatory sinking fund redemption of the principal of and interest on the Bonds; and WHEREAS, NationsBank, N.A. (Mid -West) has decided to sell its corporate trust business to Bank of New York and to discontinue its corporate trust services; and WHEREAS, the Corporation has requested that NationsBank, N.A. (Mid -West) be removed as Bond Trustee and that INTRUST Bank, N.A. be appointed as successor Bond Trustee; and WHEREAS, pursuant to Section 10.07 of the Bond Indenture, the Bond Trustee may be removed at any time by an instrument in writing delivered to the Bond Trustee and the Bond Issuer and signed by AMBAC Indemnity; and WHEREAS, pursuant to Section 10.08 of the Bond Indenture, a succesor Bond Trustee may be appointed by the Registered Owners of a majority in aggregate principal amount of outstanding Bonds by an instrument in writing, and, pursuant to Section 13.02 of the Bond Indenture, AMBAC Indemnity is deemed the exclusive Registered Owner of all Bonds for that purpose; and WHEREAS, the existing Section 10.08 of the Bond Indenture requires that any successor Bond Trustee have a reported capital and surplus of not less than $75,000,000, and this provision must be amended to qualify INTRUST Bank, N.A. for appointment as successor Bond Trustee; and WHEREAS, AMBAC Indemnity has executed an instrument removing NationsBank, N.A. (Mid -West) as Bond Trustee and appointing INTRUST Bank, N.A. as successor Bond Trustee; WHEREAS, the Corporation has requested that the Bond Issuer execute a First Supplemer Bond Trust Indenture (the "First Supplemental Bond Indenture") to effect such an amendment and evidence that INTRUST Bank, N.A. has become the Bond Trustee; and WHEREAS, the Corporation and AMBAC Indemnity have consented to the amendment of the last sentence of Section 10.08 of the Bond Indenture to read as set forth below; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMrMSSIONERS OF THE CITY OF SALINA, KANSAS AS FOLLOWS: Section 1. Approval of Documents. The First Supplemental Bond Indenture is hereby approved in substantially the form submitted to and reviewed by the City on the date hereof and as attached hereto, with such changes therein as shall be approved by the Mayor, his execution thereof to be conclusive evidence of such approval. The Mayor of the City is hereby authorized and directed to execute and deliver the First Supplemental Bond Indenture on behalf of and as the act and deed of the City. The City Clerk is hereby, authorized to affix the City's seal thereto and to attest said seal. Section 2. Further Authority. The City shall, and the officers and agents of the City are hereby authorized and directed to, take such action and execute such other agreements, documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this ordinance and to carry out, comply with and perform the duties of the City with respect to the First Supplemental Bond Indenture. Section 3. Effective Date. This ordinance shall take effect and be in full force from and after its passage by the City Commissioners and its publication in the official newspaper of the City. PASSED AND APPROVED by the City Commissioners of the City of Salina, Kansas this22n day ofSeptember , 1997. Introduced September 8, 1997. [SEAL] ATTEST: 'n oU/ . Ci erk9 dy D. Long, C34C 2 , Kristin M. %aton GILMORE & BELL, P.C. Draft - September 4, 1997 Salina\SBTI FIRST SUPPLEMENTAL BOND TRUST INDENTURE THIS FIRST SUPPLEMENTAL BOND TRUST INDENTURE, dated as of September 22, 1997 (the "First Supplemental Bond Indenture"), between the CITY OF SALINA, KANSAS, a municipal corporation duly organized and existing under the laws of the State of Kansas (the "Bond Issuer"), and INTRUST BANK, N.A., a national banking association organized and existing under and by virtue of the laws of the United States of America with its principal corporate trust office located at Wichita, Kansas, as trustee (the "Bond Trustee"), supplementing and amending the Bond Trust Indenture dated as of September 1, 1993 between the Bond Issuer and NationsBank, N.A. (Mid -West), successor by merger to Bank IV, National Association which was formerly known as Bank IV Kansas, N.A. (said Bond Trust Indenture, as supplemented and amended hereby and as otherwise from time to time supplemented and amended, being referred to hereby as the "Bond Indenture"); WHEREAS, the City of Salina, Kansas (the "Bond Issuer") has entered into the Bond Indenture under which NationsBank, N.A. (Mid -West), successor by merger to Bank IV, National Association which was formerly known as Bank IV Kansas, N.A., has acted as the Bond Trustee; and WHEREAS, pursuant to the Bond Indenture, the Bond Issuer has issued its Hospital Revenue Refunding Bonds (Asbury -Salina Regional Medical Center, Inc. Project), Series 1993 (the "Bonds"), to refinance a project leased to Salina Regional Health Center (the "Corporation'), successor by merger to Asbury -Salina Regional Medical Center, Inc., which Bonds are the only bonds outstanding under the Bond Indenture; and WHEREAS, AMBAC Indemnity Corporation ("AMBAC Indemnity") has issued its municipal bond insurance policy insuring the payment when due at maturity or by scheduled mandatory sinking fund redemption of the principal of and interest on the Bonds; and WHEREAS, NationsBank, N.A. (Mid -West) has decided to sell its corporate trust business to Bank of New York and to discontinue its corporate trust services; and WHEREAS, the Corporation has requested that NationsBank, N.A. (Mid -West) be removed as Bond Trustee and that INTRUST Bank, N.A. be appointed as successor Bond Trustee; and WHEREAS, pursuant to Section 10.07 of the Bond Indenture, the Bond Trustee may be removed at any time by an instrument in writing delivered to the Bond Trustee and the Bond Issuer and signed by AMBAC Indemnity; and WHEREAS, pursuant to Section 10.08 of the Bond Indenture, a succesor Bond Trustee may be appointed by the Registered Owners of a majority in aggregate principal amount of outstanding Bonds by an instrument in writing, and, pursuant to Section 13.02 of the Bond Indenture, AMBAC Indemnity is deemed the exclusive Registered Owner of all Bonds for that purpose; and . WHEREAS, the existing Section 10.08 of the Bond Indenture requires that any successor Bond Trustee have a reported capital and surplus of not less than $75,000,000, and this provision must be amended to qualify INTRUST Bank, N.A. for appointment as successor Bond Trustee; and WHEREAS, the Corporation and AMBAC Indemnity have consented to the amendment of last sentence of Section 10.08 of the Bond Indenture to read as set forth below; and WHEREAS, AMBAC Indemnity has executed an instrument removing NationsBank, N (Mid -West) as Bond Trustee and appointing INTRUST Bank, N.A. as successor Bond Trustee; NOW, THEREFORE, THIS FIRST SUPPLEMENTAL BOND INDENTU WITNESSETH, in consideration of the premises, the Corporation and the Bond Trustee agree follows: Section 1. Definitions. The terms used in this First Supplemental Bond Indenture and otherwise defined herein shall, except as otherwise stated, have the meanings assigned to them in Bond Indenture. Section 2. Successor Bond Trustee. Pursuant to the Bond Indenture, INTRUST Ba N.A. has been appointed as successor Bond Trustee and has accepted its appointment and agreed perform the duties and responsibilities of Bond Trustee. Section 3. Amendment of Qualifications of Successor Bond Trustee. Section 10.08 -the Bond Indenture is hereby amended by deleting the last sentence of the existing Section 10.08 substituting in lieu thereof the following: Every such Bond Trustee appointed pursuant to this Section shall be a trust company or bank in good standing having a reported capital, surplus and undivided profits of not less than $75,000,000 and shall be acceptable to AMBAC Indemnity and shall not be unsatisfactory to the Master Trustee or the Corporation, if no "Event of Default" as defined in the Lease Agreement is then in existence, if there be such an institution willing, qualified and able to accept the trust upon customary terms. Section 4. Due Authorization of First Supplemental Bond Indenture. The Bond Iss is duly authorized under the laws of the State and under all other applicable provisions of law to exec and deliver this First Supplemental Bond Indenture and all action on its part required by the laws of State for the execution and delivery of this First Supplemental Bond Indenture has been taken. Section 5. Status of Bond Indenture. Except insofar as herein otherwise expres provided, all the provisions, definitions, terms and conditions of the Bond Indenture, as amended supplemented by this First Supplemental Bond Indenture are incorporated in, and made a part of, t First Supplemental Bond Indenture; and the Bond Indenture as amended and supplemented by this F Supplemental Bond Indenture is in all respects ratified and confirmed; and this First Supplemental Bc Indenture shall be read, taken and construed as one and the same instrument. All references to "t Bond Indenture" in the Bond Indenture shall be to the Bond Indenture as amended and supplemented this First Supplemental Bond Indenture. Section 6. Kansas Contract. This First Supplemental Bond Indenture is a contract in under the laws of the State and for all purposes shall be construed in accordance with the laws of State. 2 Section 7. Benefits of Provisions of First Supplemental Bond Indenture. Nothing in this First Supplemental Bond Indenture, expressed or implied, shall give or be construed to give any person, firm or corporation, other than the parties hereto, AMBAC Indemnity and the Registered Owners of the Bonds, any legal or equitable right, remedy or claim under or in respect to this First Supplemental Bond Indenture,. or .under any covenant, condition and provision herein contained, all its covenants, conditions and provisions being for the sole benefit of the parties hereto, AMBAC Indemnity and the Registered Owners of the Bonds. 8. Execution in Counterparts. This First Supplemental Bond Indenture may be in any number of counterparts, each of which shall be an original, but such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, the Bond Issuer has caused these presents to be executed in its corporate name and with its official seal hereunto affixed and attested by its duly authorized officials; and to evidence its acceptance of the trusts hereby created, the Bond Trustee has caused these presents to be executed in its corporate name and with its corporate seal hereunto affixed and attested by its duly authorized officers, as of the date first above written. CITY OF SALINA, KANSAS Mayor, Kristin M. Seaton (SEAL] ATTEST: By: City Clerk, Judy D. Long, CMC INTRUST BANK, N.A. as Bond Trustee By: _ Name: Title: [SEAL] ATTEST: By: _ Name: Title: