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HomeMy WebLinkAbout06-264 RESOLUTION NO. 06-264 A RESOLUTION OF TIlE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, AUTIlORIZING TIlE ACQUISITION AND CONSTRUCTION OF IMPROVEMENTS IN VARIOUS MUNICIPAL SERVICES BENEFIT UNITS IN TIlE COUNTY AS DESIGNATED FROM TIME TO TIME BY TIlE BOARD; PROVIDING FOR TIlE BORROWING OF NOT EXCEEDING $10,000,000 ON A TERM BASIS FROM SUNTRUST BANK, TO PAY TIlE INITIAL COSTS ASSOCIATED WITII SUCH IMPROVEMENTS; PROVIDING FOR TIlE ISSUANCE OF A SPECIAL ASSESSMENT IMPROVEMENT LINE OF CREDIT NOTE (MSBU LOAN - SUNTRUST BANK FACILITY) TO EVIDENCE TIlE COUNTY'S OBLIGATION TO REPAY SUCH AMOUNT; PROVIDING FOR TIlE PAYMENT OF TIlE MSBU NOTE AND TIlE EXECUTION AND DELIVERY OF A LOAN AGREEMENT IN CONNECTION TIlEREWITII; COVENANTING TO BUDGET AND APPROPRIATE FROM NON-AD VALOREM REVENUES AMOUNTS NECESSARY TO PAY TIlE PRINCIPAL OF AND INTEREST ON SUCH NOTE; AUTIlORIZING FURTIlER OFFICIAL ACTION IN CONNECTION WITII TIlE DELIVERY OF TIlE MSBU NOTE; PROVIDING FOR PERMANENT FINANCING OF PROJECTS INITIALLY FINANCED FROM ADVANCES ON TIlE MSBU NOTE; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY TIlE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA: Section 1. Authority for this Resolution. This resolution is adopted pursuant to the provisions of Chapter 125, Part I, Florida Statutes, Ordinance No. 87-77 of the Board of County Commissioners (the "Board") of St. Lucie County, Florida (the "County"), as amended, and other applicable provisions of law. Section 2. Definitions. The following terms shall have the following meanings when used in this resolution unless the context clearly requires otherwise. Words importing singular numbers shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Loan Agreement. "Act" means Chapter 125, Part I, Florida Statutes, Ordinance No. 87-77 of the Board of the County, as amended, and other applicable provisions of law. "Bank" means SunTrust Bank. "Board" means the Board of County Commissioners, as the governing body of the County. {5000/04/00070 liS DOCv4} ~~~~NL~6;2;~N~~ERK OF THE CIRCUIT COURT FILE # 2923657 09f07/2006 aI11:00 AM OR BOOK 2650 PAGE 29 RECORDING: $324_50 66 - 3003 Doc Type: RESO "Bond Counsel" means Bryant Miller Olive. "Chairman" means the Chairman of the Board, or in the Chairman's absence, the Vice Chairman. "Clerk" means the Clerk of the Circuit Court of the County or, in the Clerk's absence, any Deputy Clerk. "Code" means the Internal Revenue Code of 1986, as amended. "Commibnent" means the Commibnent for purchase of the MSBU Note and to provide term loan permanent financing for advances thereunder submitted to the County by the Bank and accepted by the County, and attached to the Loan Agreement as Exhibit B. "County" means St. Lucie County, Florida, a political subdivision of the State of Florida. "County Administrator" means the County Administrator of the County, as the chief administrative officer. "Covenant" means the covenant to budget and appropriate moneys to pay the MSBU Note contained in Section 10 of the Agreement. "Financial Advisor" means Public Financial Management, Inc., Or]ando, Florida. "Loan" means the advance of moneys from the Bank to the County pursuant to the Loan Agreement. "Loan Agreement" means the agreement between the Bank and the County setting forth the terms and details of the Loan, in substantially the form attached hereto as Attachment I with such modifications or changes thereto as may be necessary or desirable, in the opinion of the County Administrator, upon the advice and recommendation of the Financial Advisor, the County Attorney, and Bond Counsel, to conform the terms thereof to the terms of the Commibnent or to secure for the County any additional rights or privileges not inconsistent with the terms of the Commibnent, such approval to be presumed by the execution and delivery thereof by the County to the Bank. "Master Resolution" means Resolution No. 94-196 of the Board, adopted on September 20, 1994, as amended by Resolution No. 95-183, adopted on September 5, 1995, and as further supplemented and amended from time to time. "MSBU" means a Municipal Services Benefit Unit created pursuant to resolution of the Board adopted from time to time having more than ten property owners, none of which own more than 40% of the total assessable property in the MSBU. (5000/04/00070115 DOCv4} "MSBU Bonds" means the permanent financing for an MSBU Project authorized and issued from time to time by the Board pursuant to the Master Resolution, including bonds or notes issued to evidence term loans incurred to provide permanent financing of MSBU Projects in accordance with the terms of the Commitment. "MSBU Note" means the Special Assessment Improvement Line of Credit Note (MSBU Loan _ SunTrust Bank Facility), of the County, in substantially the form attached to the Loan Agreement as Exhibit A, with such modifications or changes thereto as may be necessary or desirable, in the opinion of the County Admillistrator, upon the advice and recommendation of the Financial Advisor, the County Attorney, and Bond Counsel, to conform the terms thereof to the terms of the Commitment or to secure for the County any additional rights or privileges not inconsistent with the terms of the Commitment, such approval to be presumed by the execution and delivery thereof by the County to the Bank. "MSBU Project Costs" means all or a portion of the cost of undertaking an MSBU Project including, but not limited to: engineering, legal, accounting, and financial expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to the MSBU Project; reimbursement to the County for any sums heretofore expended for the foregoing purposes (to the extent that such reimbursement is permitted under the Code); and such other costs and expenses as may be necessary or incidental to the financing or refinancing of the MSBU Project. "MSBU Projects" means the improvements to be constructed within an MSBU as authorized from time to time by the Board. "Pledged Revenues" means to the extent necessary, the Non-Ad Valorem Revenues budgeted, appropriated and deposited into the Sinking Fund pursuant to the Covenant. "Resolution" means, collectively, this resolution and all resolutions amendatory hereof and supplemental hereto. Section 3. Findings. It is hereby found, declared, and determined by the Board. (A) The Board deems it necessary and desirable and in the best interests of the health, safety and welfare of the residents of the County that the County undertake the MSBU Projects. The County is authorized pursuant to the provisions of the Act to undertake the MSBU Projects. (B) The County is without adequate, currently available funds to pay MSBU Project Costs and it is necessary and desirable and in the best interests of the County and its residents that the County borrow the moneys necessary to pay MSBU Project Costs. The County is authorized pursuant to the provisions of the Act to borrow moneys to pay MSBU Project Costs. {5000/04/00070 115 DOCv4) (C) The County has solicited proposals from lending institutions for the Loan, the results of which have been tabulated by the Financial Advisor and presented to the Board in connection herewith. The Board has accepted the Commitment of the Bank to provide the Loan. Because of the complex nature of the Loan, the MSBU Note and the Loan Agreement, the nature of the security for the Loan, the requirement for periodic advances of principal of the Loan by the Bank, and the fact that the MSBU Note is not expected to be rated or insured, it is in the best interests of the County to sell the MSBU Note to and obtain the Loan from the Bank pursuant to a negotiated placement and in accordance with the terms of the Commitment. (D) It is necessary and desirable and in the best interests of the health, safety and welfare of the County and its residents to provide for the securing of the County's obligation to repay the Loan by making and entering into the Covenant, executing and delivering the Loan Agreement, and issuing the MSBU Note in connection therewith. The County is authorized pursuant to the provisions of the Act to secure the MSBU Note with the Pledged Revenues. (E) The obligation of the County to repay the MSBU Note in accordance with its terms and to make the payments required under the Loan Agreement is hereby declared to be and shall be a special, limited obligation of the County, secured solely by the Pledged Revenues. The obligation of the County to repay the MSBU Note in accordance with its terms and to make any other payments, if any, required under the MSBU Note or the Loan Agreement shall not be or constitute a general obligation or indebtedness of the County and neither the MSBU Note nor the Loan Agreement shall be or constitute a "bond" of the County within the meaning of Article VII, Section 12, Florida Constitution (1968). Neither the Bank nor any successor owner of the MSBU Note shall be entitled to compel the payment of the principal of or interest on the MSBU Note or the making of any payments required under the MSBU Note or the Loan Agreement from any moneys of the County other than Non-Ad Valorem Revenues budgeted and appropriated and deposited into the Sinking Fund as required by and in accordance with the Covenant. In particular, neither the Bank nor any successor owner of the MSBU Note shall be entitled to compel the levy of ad valorem taxes by the County to pay the principal of and interest on the MSBU Note or to make any payments required under the terms of the Loan Agreement or in order to maintain services or activities that generate Non-Ad Valorem Revenues. Furthermore, the obligation of the County to repay the MSBU Note in accordance with its terms and to make the payments, if any, required under the Loan Agreement shall not constitute a lien upon or pledge of an interest in the MSBU Projects or any other property of or in the County, but shall constitute a lien only upon the Pledged Revenues. Section 4. Approval of Commitment. The County Administrator, upon the recommendation of the Financial Advisor, is hereby delegated the authority to accept the Commitment on behalf of the County. The County Attorney and Bond Counsel, are hereby authorized and directed to proceed to prepare the necessary documents to consummate the Loan. (5000/04/000JOI15.DOCv4} Section 5. Authorization of MSBU Note. Subject and pursuant to the provisions hereof and in accordance with the provisions of the Loan Agreement and the Commitment, the issuance by the County of its Special Assessment Improvement Line of Credit Note (MSBU Loan - SunTrust Bank Facility), in a principal amount not to exceed ten million dollars ($10,000,000), to be dated, to bear interest, to be payable, to mature, to be subject to redemption and to have such other characteristics as provided in the Loan Agreement and the Commitment, and to be secured solely by the Pledged Revenues, is hereby authorized. Section 6, Approval of Fonn of and Delivery of Loan Agreement and MSBU Note. The Loan Agreement and the MSBU Note attached thereto and incorporated herein by this reference, in substantially the fonn attached hereto as Attachment I, are hereby approved, and the Chairman and Clerk are hereby authorized to execute and deliver such documents and to take such other actions as shall be necessary to consummate the Loan. Section 7, Delivery of MSBU Note. The delivery of the MSBU Note to the Bank is hereby authorized. The Chairman, the Clerk, the County Administrator, the Finance Director, and the County Attorney are each designated agents of the County in connection with the execution and delivery of the MSBU Note and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the County which are necessary or desirable in connection with the execution and delivery of the MSBU Note to the Bank, including, but not limited to, modifications to the Loan Agreement and the MSBU Note to conform to or supplement the Commitment. Section 8. Provision for Pennanent Financing. The Advances made under the Loan Agreement may be repaid by term loans made in accordance with the Commitment evidenced by MSBU Bonds issued pursuant to the Master Resolution. Section 9, Repeal of Inconsistent Provisions. All resolutions or parts thereof in conflict with this resolution are hereby repealed to the extent of such conflict. Section 10. Severability. If anyone or more of the covenants, agreements. or provisions of this resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and in no way affect the validity of all other provisions of this resolution or of the MSBU Note or Loan Agreement delivered hereunder. Section 11. Amendment. After the issuance of the MSBU Note, the resolution may not be amended or repealed except with the prior written consent of the Bank. (5000/04/00070115.DOCv4} Section 12. Effective Date. This resolution shall take effect immediately upon its adoption. Passed and Adopted this 22nd day of August 2006, at a regular meeting duly called and held. ST. LUCIE COUNTY, FLORIDA A TIEST: .::/"> ~1i \ ..<.j r;.-,-" . - >r ---..... ' ~ ,'.;, "r, , \ ~\, J)' (J ? .J , 1 / 7 By: (SEAL) Chairman, Commissioners By: CierI< of the Circuit Court, ex-officio Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: {5000i04/00070115DOCv4} ATTACHMENT! FORM OF LOAN AGREEMENT {5000/04/00070 115 DOCv4} LOAN AGREEMENT between ST. LUCIE COUNTY, FLORIDA and SUNTRUST BANK Dated September ~ 2006 Relating to St. Lucie County, Florida Not Exceeding $10,000,000 Special Assessment Improvement Line of Credit Note, Series 2006 (MSBU Loan - SunTrust Bank Facility) { 5000104100069152.00Cv5} Agenda TABLE OF CONTENTS Page SECTION 1. DEFINITIONS .......... ...................................................................... ................ ................ ...... 2 SECTION 2. INTERPRETATION .............................................................................................................5 SECTION 3. THE LOAN ...........................................................................................................................5 SECTION 4. DESCRIrnON OF NOTE...................................................·..·..·............·......··..·.................6 SECTION 5. EXECUTION OF NOTE ......................................................................................................6 SECTION 6. REGISTRATION AND TRANSFER OF NOTE ................................................................ 6 SECTION 7. NOTE MUTILATED. DESTROYED, STOLEN OR LOST..............................·..·..·..·..·..·..7 SECTION 8. FORM OF NOTE......................................................·..................·......·................................. 7 SECTION 9. SECURITY FOR NOTE: NOTE NOT DEBT OF THE COUNTY............................·........ 7 SECTION 10. COVENANTS OF THE COUNTY ...................................................................................6 SECTION 11. REPRESENTATIONS AND WARRANTIES .................................................................. 7 SECTION 12. CONDITIONS PRECEDENT... ............. ............................................................................7 SECTION 13. NOTICES.. .... .... .... ... ... .... ... ... ... ... ... ....... ...... ... ....... .... ............... .... .,. ... .... ... .......... ....... ... .... ... 8 SECTION 14. EVENTS OF DEFAULT DEFINED .................................................................................. 9 SECTION 15. REMEDIES.. ... .... .............. ...... ... ... ... .......... ... ....... ....... .... .... .... ........... ... ... ...... ....... ....... ........ 9 SECTION 16. NO RECOURSE.........................................................·......................................................10 SECTION 17. PAYMENTS DUE ON SA TURDA YS. SUNDAYS AND HOLIDA YS........................10 SECTION 18. AMENDMENTS. CHANGES AND MODlFICA TIONS .............................................10 SECTION 19. BINDING EFFECT ...........................................................................................................10 SECTION 20. SEVERABILITY ................................................................................................................10 SECTION 21. EXECUTION IN COUNTERP ARTS ..............................................................................11 SECTION 22. APPLICABLE LAW .........................................................................................................11 ISOOOi04/000691S2.DOCvS} 2 This LOAN AGREEMENT is made and entered into as of September ~ 2006, by and between ST. LUCIE COUNTY, FLORIDA (the "County"), and SUNTRUST BANK, a Georgia banking corporation (the "Bank"). WITNESSETH: Whereas, the County has previously detennined that it is necessary, desirable and in the best interests of the County and its inhabitants that the County undertake the MSBU Project hereinafter described, from time to time, and that the MSBU Project will serve essential public purposes of the County; and Whereas, the County has detennined that it is without adequate currently available funds to pay the Initial MSBU Project Costs and that it will be necessary that funds be made available to the County in order to undertake the MSBU Project; and Whereas, the County requested proposals from various lending institutions to provide the County with financing for the Initial MSBU Project Costs; and Whereas, pursuant to the Commitment, a copy of which is attached hereto as Exhibit B, the Bank has agreed to lend the County the aggregate principal amount of not exceeding $10,000,000 to finance Initial MSBU Project Costs and to provide pennanent financing through tenn loans in accordance with the Commitment; and Whereas, the Commitment was detennined to be the lowest cost and most responsive proposal submitted; and Whereas, pursuant to the Resolution, the County has determined that it is in the best interest of the health, safety and welfare of the County and the inhabitants thereof that the County enter into the Covenant to secure the obligations of the County to repay the principal of and interest on the MSBU Note when due; and Whereas, the obligation of the County to repay principal of and interest on the MSBU Note will not constitute a general obligation or indebtedness of the County as a "bond" within the meaning of any provision of the Constitution or laws of the State, but shall be and is hereby declared to be a special, limited obligation of the County, secured solely by the Non-Ad Valorem Revenues budgeted and appropriated and deposited to the credit of the Sinking Fund in the manner provided herein; and Whereas, the County is not authorized to levy taxes on any property of or in the County to pay the principal of or interest on the MSBU Note or to make any other payments provided for herein; and {5000/04/00069152. DOCv5} Whereas, neither the MSBU Note nor the interest hereon shall be or constitute a lien upon the MSBU Projects or upon any other property of or in the County; Now, Therefore, in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: Section 1, Definitions. Capitalized terms used in this resolution and not defined in this Section 1 shall have the meaning assigned in Exhibit A hereto. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: "Act" means Chapter 125, Part I, Florida Statutes, as amended, Ordinance No. 87-77 of the Board, as amended, and other applicable provisions of law. "Advance" means each amount disbursed by the Bank to the County pursuant to a Requisition. "Authorized County Representative" means the County Administrator or his designee. "Authorized Investments" means any investment, obligation, agreement or other financial instrument to the extent not inconsistent with the terms of the investment policy of the County and applicable law. "Bank" means SunTrust Bank, a Georgia banking association, with offices located at 501 South Flagler Drive, West Palm Beach, Florida 33401. "Board" means the Board of County Commissioners of the County, as the governing body of the County. "Bond Counsel" means Bryant Miller Olive. "Business Day" means any day of the year other than a day on which the Bank, or the County are lawfully closed for business. "Chairman" means the Chairman of the Board, or, in the Chairman's absence, the Vice- Chairman of the Board, or such other person as may be duly authorized to act on the Chairman's behalf. "Clerk" means the Clerk of the Circuit Court for St. Lucie, County, or, in the Clerk's absence, any Deputy Clerk duly authorized to execute documents or take other action, as the case may be, on the Clerk's behalf, "Code" means the Internal Revenue Code of 1986, as amended. 2 {5000/04/00069152. DOCvS} "Commitment" means the Commitment of the Bank, a copy of wruch is attached hereto as Exhibit B. "County" means St. Lucie County, Florida. "County Administrator" means the County Administrator, as the chief operating officer of the County. "Covenant" means the County's covenant to budget and appropriate Non-Ad Valorem Revenues to pay the MSBU Note and the interest thereon, as set forth in Section 10 hereof. "Default" means an Event of Default as defined and described in Section 15 hereof. "Disbursement Date" means the date or dates on which moneys are drawn from the Loan, including the Initial Disbursement Date, but not later than September ~ 2011. "Fiscal Year" means the period from each October 1 to the succeeding September 30. "Initial Disbursement Date" means September ~ 2006, or such other date on wruch an amount of funds is initially disbursed to the County pursuant to this Loan Agreement. "Initial MSBU Project Costs" means the MSBU Project Costs paid or incurred by the County prior to the time the MSBU Bonds for a particular MSBU Project are issued. "Interest Rate" means the rate of interest payable on the MSBU Note authorized by the Resolution and described in the Form of Note attached hereto as Exhibit A. "Loan" means the advance of moneys from the Bank to the County pursuant to this Loan Agreement. "Loan Agreement" means this agreement between the Bank and the County setting forth the terms and details of the Loan. "Master Resolution" means Resolution No. 94-196 of the Board, adopted on September 20, 1994, as amended by Resolution No. 95-183, adopted on September 5, 1995, and as further supplemented and amended from time to time. "Maturity Date" means the date on which all outstanding principal of the MSBU Note is due as shown on Exhibit A hereto. 3 {5000/O4/00069152. DOCv5} "MSBU" means a Municipal Services Benefit Unit created pursuant to resolution of the Board adopted from time to time having more than ten property owners, none of which own more than 40% of the total assessable property in the MSBU. "MSBU Assessments Resolution" means the resolutions adopted by the Board with respect to an MSBU, providing for the establishment of the MSBU and for the levy and collection of MSBU Special Assessments within such MSBU. "MSBU Bond Proceeds" means the first proceeds, excluding accrued interest and amounts deposited into a reserve account for the MSBU Bonds, received by the County from the sales and delivery of any MSBU Bonds. "MSBU Bonds" means the permanent financing for an MSBU Project authorized and issued from time to time by the Board pursuant to the Master Resolution, including bonds or notes issued to evidence term loans incurred to provide permanent financing of MSBU Projects in accordance with the terms of the Commitment. "MSBU Note" means the Special Assessment Improvement Line of Credit Note, Series 2006 (MSBU Loan - SunTrust Bank Facility), of the County, substantially in the form attached hereto as Exhibit A. "MSBU Project" means the improvements to be constructed within an MSBU. "MSBU Project Costs" means all or a portion of the cost of undertaking an MSBU Project, including, but not limited to: engineering, legal, accounting, and financial expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to the MSBU Project; reimbursement to the County for any sums heretofore expended for the foregoing purposes (to the extent that such reimbursement is permitted under the Code); payment of interest on the Loan prior to its maturity; and such other costs and expenses as may be necessary or incidental to the financing or refinancing of the MSBU Project. "MSBU Special Assessments" means the special assessments levied within an MSBU pursuant to MSBU Assessment Resolutions. "Non Ad Valorem Revenues" means all revenues received by the County (a) from sources other than the levy of ad valorem taxes upon property and (b) legally available for payment of the principal of and interest on the MSBU Note. "Paying Agent" means the Clerk. "Payment Date" means the dates on which principal and interest on Advances are due, in accordance with the terms of the MSBU Note. 4 { 5000!04/00069152.DOCv5} "Person" or words importing persons, means firms, associations, partnerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities, and natural persons. "Pledged Revenues" means, to the extent necessary, the Non-Ad Valorem Revenues budgeted, appropriated and deposited into the Sinking Fund pursuant to the Covenant. "Principal Amount" meanS the aggregate amount of all Advances made hereunder and not previously repaid, which shall not exceed the principal amount of Ten Million Dollars ($10,000,000). "Register" means the books maintained by the Registrar in which are recorded the name and address of the Registered Owner of the MSBU Note. "Registered Owner" meanS the person in whose name the ownership of the MSBU Note is registered on the books maintained by the Registrar. The Registered Owner shall be the Bank. "Registrar" meanS the Person maintaining the Register. The Registrar shall initially be the Clerk. "Regulations" meanS the Income Tax Regulations promulgated by the Internal Revenue Service under Sections 103 and 141 through 150 of the Code. "Requisition" meanS a request for an Advance from the Bank, duly executed and delivered by the Authorized County Representative, in substantially the form attached hereto as Exhibit C. "Resolution" meanS Resolution No. 06-~ adopted by the County on August ~2006, as amended and supplemented from time to time "Sinking Fund" means the fund created pursuant to Section lO(a) hereof. "State" means the State of Florida. Section 2. Interpretation. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Loan Agreement and all the terms and provisions hereof (a) have been negotiated between the County and the Bank; (b) shall not be construed strictly in favor of or against either party hereto; and (c) shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof, 5 (5000/04/000691 52.DOCv5 } Section 3. The Loan. A. Loan. The Bank hereby makes and the County hereby accepts the Loan, upon the terms and conditions set forth herein. B. Disbursement of Proceeds. Proceeds of the Loan shall be made available in Advances made by the Bank to the County by deposit of the amount thereof to or for the order of the County by 2:00 p.m. on each Disbursement Date in immediately available funds as specified in a Requisition delivered to the Bank no later than the Business Day immediately preceding the Disbursement Date. No Advance is required to be made after the occurrence of an Event of Default and during the continuation thereof. The aggregate amount of Advances with respect to an MSBU shall not exceed 20% of the taxable value of the property in such MSBU. The initial Advance with respect to each MSBU must be in the minimum amount of $25,000. Subsequent Advances with respect to each MSBU must be in a minimum amount of $50,000 and may be made no more frequently than bi-monthly. [The County agrees that Advances made to finance construction (exclusive of planning and design costs which may be financed with preliminary Advances) of an MSBU Project shall be in the full amount anticipated to be drawn under the Loan to finance construction of such MSBU Project; provided that the foregoing shall not restrict the number of Advances with respect to an MSBU if the amount drawn pursuant to such construction Advance is insufficient to finance MSBU Project Costs with respect to such MSBU,] Section 4. Description of MSBU Note. The obligation of the County to repay the Loan shall be evidenced by the MSBU Note. The MSBU Note shall be dated as of the date of initial delivery thereof; shall mature as set forth in the MSBU Note; shall be in registered form; and shall bear interest from its date until payment of the principal amount thereof, at the Interest Rate. Interest shall be payable as set forth on ExNbit A, calculated on the basis of a 360-day year consisting of twelve 3D-day months. Section 5. Execution of MSBU Note. The MSBU Note shall be executed in the name of the County by the Chairman and attested by the Clerk, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The MSBU Note may be signed and sealed on behalf of the County by any person who at the actual time of the execution of the MSBU Note shall hold the appropriate office in the County, although at the date thereof the person may not have been so authorized. The MSBU Note may be executed by the facsimile signatures of the Chairman and/or Clerk, provided that at least one of the foregoing signatures must be a manual signature. Section 6. Registration and Transfer of MSBU Note. The MSBU Note shall be and shall have all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code-Investment Securities Laws of the State of Florida, and each Registered Owner, in accepting a Note, shall be conclusively deemed to have agreed that such Note shall be and have all of the qualities and incidents of negotiable instruments thereunder. 6 {5000/04/00069152.DOCv5 } There shall be a Registrar who shall be responsible for maintaining the Register. The person in whose name ownership of a MSBU Note is shown on the Register shall be deemed the Registered Owner thereof by the County and the Registrar, who may treat the Registered Owner as the absolute owner of the MSBU Note for all purposes, whether or not the MSBU Note shall be overdue, and any notice to the contrary shall ~ot be binding upon the County or the Registrar. Ownership of a MSBU Note may be transferred only upon the Register. Upon surrender to the Registrar for transfer or exchange of a MSBU Note accompanied by an assignment or written authorization for exchange, whichever is applicable, duly executed by the Registered Owner or its attorney duly authorized in writing, the Registrar shall deliver in the name of the Registered Owner or the transferee or transferees, as the case may be, a new fully registered MSBU Note of the same amount, maturity and interest rate as the MSBU Note surrendered. The MSBU Note presented for transfer, exchange, redemption or payment (if so required by the County or the Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the County or the Registrar, duly executed by the Registered Owner or by his duly authorized attorney. The County and the Registrar may charge the Registered Owner a sum sufficient to reimburse them for any expenses incurred in making any exchange or transfer after the first such exchange or transfer following the delivery of such MSBU Note. The Registrar or the County may also require payment from the Registered Owner or his transferee, as the case may be, of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Such charges and expenses shall be paid before any such new MSBU Note shall be delivered. The new MSBU Note delivered upon any transfer or exchange shall be a valid obligation of the County, evidencing the same debt as the MSBU Note surrendered, shall be secured under this Loan Agreement, and shall be entitled to all of the security and benefits hereof to the same extent as the MSBU Note surrendered. Whenever a MSBU Note shall be delivered to the Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such MSBU Note shall be cancelled and destroyed by the Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the County. Section 7, MSBU Note Mutilated, Destroyed, Stolen or Lost. In case a MSBU Note shall be mutilated, or be destroyed, stolen or lost, upon the Registered Owner furnishing the Registrar satisfactory indemnity and complying with such other reasonable regulations and conditions as the County may prescribe and paying such expenses as the County may incur, the Registrar shall issue and deliver a new MSBU Note of like tenor as the MSBU Note so mutilated, destroyed, stolen or lost, in lieu of or substitution for the MSBU Note, if any, destroyed, stolen or lost, or in exchange 7 ( 5000/04/00069152.DOCv5) and substitution for such mutilated Note, upon surrender of such mutilated MSBU Note, if any, to the Registrar and the cancellation thereof; provided however, if the MSBU Note shall have matured or be about to mature, instead of issuing a substitute MSBU Note, the County may pay the same, upon being indemnified as aforesaid, and if such MSBU Note be lost, stolen or destroyed, without surrender thereof. Any MSBU Note surrendered under the terms of this Section 7 shall be cancelled by the Registrar. Any such new MSBU Note issued pursuant to this section shall constitute an original, additional contractual obligation on the part of the County whether or not, as to the new MSBU Note, the lost, stolen or destroyed MSBU Note be at any time found by anyone, and such new MSBU Note shall be entitled to equal and proportionate benefits and rights as to security for payment to the same extent as the MSBU Note originally issued hereunder. Section 8. Form of MSBU Note. The MSBU Note shall be in substantially the form of Exhibit A hereto, with such variations, omissions and insertions as may be necessary, desirable and authorized or pennit1ed by this Loan Agreement. Section 9. Security for MSBU Note; MSBU Note Not Debt of the County. The payment of the principal of and interest on the MSBU Note shall be secured forthwith solely by a lien upon and pledge of the Pledged Revenues. The principal of and interest on the MSBU Note shall not constitute a general obligation or indebtedness of the County, but shall be a limited obligation of the County payable solely from the Pledged Revenues as provided herein. The Registered Owner shall never have the right to compel the levy of taxes upon any property of or in the County for the payment of the principal of and interest on the MSBU Note or in order to maintain services or activities that generate Non-Ad Valorem Revenues. The MSBU Note shall not be secured by, nor constitute, a lien upon the MSBU Project or upon any property of or in the County, but shall be secured solely by the Pledged Revenues in the manner provided herein. There is hereby created and established a "Special Assessment Improvement Line of Credit Note, Series 2006 (MSBU Loan - SunTrust Bank Facility) Sinking Fund", which shall be maintained on the books of the County as a separate account (but need not be maintained as a separate bank or deposit account). On or before each Payment Date, the County will deposit into the Sinking Fund from the Non-Ad Valorem Revenues budgeted and appropriated for such purpose pursuant to the Covenant an amount required to pay the principal and interest due on the MSBU Note on such Payment Date. Moneys in the Sinking Fund shall be used only to pay principal of and interest on the MSBU Note and for no other purpose. Section 10. Covenants of the County. Until the principal of and interest on the MSBU Note shall have been paid in full or until (a) there shall have been set apart in the Sinking Fund a sum sufficient to pay when due the entire principal of and interest accrued and to accrue on the MSBU Note to the Maturity Date, or (b) provision for payment of the MSBU Note shall have been made in accordance with the provisions of this Loan Agreement, the County covenants with the Registered Owner of the MSBU Note as follows: 8 {5000/04/O00691 S2DDCvS} A. Covenant to Budget and Appropriate. The County covenants to budget and appropriate in its annual budget for such Fiscal Year, by amendment if necessary, Non-Ad Valorem Revenues in amounts sufficient to provide for the timely payment of the principal of and interest on the MSBU Note. Such covenant to budget and appropriate Non-Ad Valorem Revenues shall be cumulative and shall continue until Non-Ad Valorem Revenues in amounts sufficient to make all required payments hereunder when due, shall be budgeted and appropriated and actually deposited into the Sinking Fund. Notwithstanding the foregoing the County does not covenant to maintain any services or programs now provided or maintained by the County which generate Non-Ad Valorem Revenues. The foregoing covenant to budget and appropriate does not create any lien upon or pledge of Non-Ad Valorem Revenues until budgeted, appropriated, and deposited into the Sinking Fund, nor does it preclude the County from pledging in the future any specific portion of its Non-Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Bank a prior claim on the Non- Ad Valorem Revenues as opposed to claims of general creditors of the County. This covenant to budget and appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations of the County secured by a pledge of all or any specified portion of Non-Ad Valorem Revenues heretofore or hereafter issued (including the payment of debt service on bonds and other debt instruments); provided, however, this covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of Debt Service on the MSBU Note, in the manner described herein, sufficient amounts of Non-Ad Valorem Revenues and of placing on the Board a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.03, Florida Statutes, which requires a balanced budget, and Section 125.07, Florida Statutes, which prohibits a board of county commissioners from expending or contracting for the expenditure in any Fiscal Year more than the amount budgeted in each fund's budget; and subject, further, to the payment of the cost of maintaining services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the County or which are legally mandated by applicable law. B. Payments. The County will punctually pay all principal of and interest on the MSBU Note when due by wire transfer or other medium acceptable to the County and the Bank. C. Financial Statements. Not later than 210 days following the end of Fiscal Year, the County will provide the Bank a copy of the audited financial statements of the County, and if prepared, the Comprehensive Annual Financial Report. D. Annual Budget and Other Information, The County will prepare its annual budget in accordance with the Act, and will provide to the Bank (i) a copy of its final annual budget 9 { 5000!04/00069152.DOCvS} for each Fiscal Year within 30 days of adoption thereof by the Board and (ii) such other financial or public information as the Bank may reasonably request. E. Tax Compliance. Neither the County, nor any third party over whom the County has control, will make any use of the proceeds of the MSBU Note or of the MSBU Project at any time during the term of the MSBU Note which would cause the MSBU Note to be (a) a "private activity bond" within the meaning of Section 103(b)(l) of the Code or (b) an "arbitrage bond" within the meaning of Section 103(b)(2) of the Code. The County covenants throughout the term of the MSBU Note to comply with the requirements of the Code and the Regulations, as amended from time to time, and to take all actions necessary to maintain the exclusion from gross income for purposes of the Code of interest on the MSBU Note. F. Other Covenants. The County shall comply with such additional covenants as may be required by the Bank pursuant to its Commitment and specified in Exhibit B attached hereto. Section 11. Representations and Warranties. The County represents and warrants to the Bank that: A. Organization. The County is a political subdivision, duly organized and existing under the laws of the State of Florida. B. Authorization of Loan Agreement and Related Documents. The County has the power and has taken all necessary action to authorize the execution and delivery of and the performance by the County of its obligations under, this Loan Agreement and the MSBU Note in accordance with their respective terms. This Loan Agreement and the MSBU Note have been duly executed and delivered by the County and are valid and binding obligations of the County, enforceable against the County in accordance with their respective terms, except to the extent that such enforcement may be limited by laws regarding bankruptcy, insolvency, reorganization or moratorium applicable to the County or by general principles of equity regarding the availability of specific performance. C. Non-Ad Valorem Revenues. The County currently receives the Non-Ad Valorem Revenues and is legally entitled to covenant to budget and appropriate from such Non-Ad Valorem Revenues amounts necessary to pay the principal of and interest on the MSBU Note when due as provided herein. The County estimates that the Non-Ad Valorem Revenues will be available in amounts sufficient to budget and appropriate amounts necessary to pay the principal of and interest on the MSBU Note as the same becomes due prior to the Maturity Date and, together with MSBU Bond Proceeds, to pay all principal of and interest on the MSBU Note on the Maturity Date. The County shall take all lawful action necessary to enable the County to continue to receive the Non-Ad Valorem Revenues in at least the amounts necessary to pay principal and interest on the MSBU Note to the extent not paid from some other source. 10 {5000/04/00069152. DOCvS} D. Financial Statements. The financial statements of the County for the Fiscal Year ended September 30, 2005, previously provided to the Bank were prepared in accordance with generally accepted accounting principles and present fairly the financial condition of the County as of such date and the results of its operations for the period then ended. Since such date, there has been no material adverse change in the financial condition, revenues, properties or operations of the County. Section 12. Conditions Precedent. The obligation of the Bank to make the Loan is subject to the satisfaction of each of the following conditions precedent on or before the Initial Disbursement Date: A. Action. The Bank shall have received a copy of the Resolution certified as complete and correct as of the closing date, together with an executed Loan Agreement, the executed MSBU Note, and the customary closing certificates. B. Incumbency of Officers. The Bank shall have received an incumbency certificate of the County in respect of each of the officers who is authorized to sign this Loan Agreement and the related financing documents on behalf of the County. C. Opinion of County At1orney. The Bank shall have received a writ1en opinion of the County At10rney as to (1) the corporate existence of the County; (2) the due adoption of the Resolution; (3) the due authorization and execution of this Loan Agreement and the MSBU Note and the related financing documents; and (4) the absence of litigation against the County relating to (a) its existence or powers, or (b) the proceedings for the authorization and issuance of the MSBU Notes, in form and substance satisfactory to the Bank. D. Opinion of Bond Counsel. The Bank shall have received an approving opinion of Bond Counselor, alternatively, a let1er from Bond Counsel authorizing the Bank to rely on the approving opinion of Bond Counsel delivered to the County in respect to the MSBU Note to the same extent as if such opinion were addressed to the Bank. The opinion, in form and substance satisfactory to the Bank, shall, at a minimum, address the status of interest on the MSBU Note under the provisions of Section 103 of the Code. E. Representations and Warranties: No Default. The representations and warranties made by the County herein shall be true and correct in all material respects on and as of the Initial Disbursement Date, as if made on and as of such date; no Default shall have occurred and be continuing as of the Initial Disbursement Date or will result from the consummation of the Loan; and the Bank shall have received a certificate from the County to the foregoing effect. F. Other Documents. The Bank shall have received such other documents, certificates and opinions as the Bank or its counsel shall have reasonably requested, 11 (5000/04/00069152. DOCvS} Section 13. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered, delivered by telecopier, mailed by registered or certified mail, postage prepaid, or delivered by courier service to the parties at the following addresses: County: St. Lucie County, Florida 2300 Virginia Avenue Fort Pierce, Florida 34982-5652 Attention: County Administrator, with a required copy to the County Attorney at the same address Bank: SunTrust Bank 501 South Flagler Drive 2nd Floor West Palm Beach, Florida 33401 Attention: Institutional and Govemmental Lending Any of the above parties may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Communication via telecopier shall be confirmed by delivery by hand, mail, or courier, as specified above, of an original promptly after such communication by telecopier. Section 14. Events of Default Defined. The following shall be "Events of Default" under this Loan Agreement, and the terms "Default" and "Events of Default" shall mean (except where the context clearly indicates otherwise), anyone or more of the following events: A. Failure by the County to make any payment of principal of or interest on the MSBU Note within three (3) days of the applicable Payment Date or the Maturity Date. B. Failure by the County to observe and perform any other covenant, condition or agreement on its part to be observed or performed under this Loan Agreement for a period of thirty (30) days after written notice of such failure shall have been delivered to the County by the Bank, unless the Bank shall agree in writing to an extension of such time prior to its expiration; C. The making of any warranty, representation or other statement by the County or by an officer or agent of the County in this Loan Agreement or in any instrument furnished in compliance with or in reference to this Loan Agreement which is false or misleading in any material adverse respect; D. The filing of a petition against the County under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any 12 (5000/04/00069152.DOCv5 } jurisdiction, whether now or hereafter in effect, if an order for relief is entered under such petition or such petition is not dismissed within sixty (60) days of such filing; E. The filing by the County of a voluntary petition in bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or the consent by the County to the filing of any petition against it under such law; or F. The admission by the County of its insolvency or bankruptcy or its inability to pay its debts as they become due or that it is generally not paying its debts as such debts become due, or the County's becorrling insolvent or bankrupt or making an assignment for the benefit of creditors, or the appointment by court order of a custodian (including without limitation a receiver, liquidator or trustee) of the County or any of its property taking possession thereof and such order remaining in effect or such possession continuing for more than sixty (60) days. G. A Determination of Taxability, as defined in the MSBU Note. Section 15. Remedies. The Bank may sue to protect and enforce any and all rights, including the right to specific performance, existing under the laws of the State of Florida, of the United States of America, or granted and contained in this Loan Agreement, and to enforce and compel the performance of all duties required by this Loan Agreement or by any applicable laws to be performed by the County, the Board or by any officer thereof, and may take all steps to enforce this Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida or the United States of America, including acceleration of all amounts outstanding under this Loan Agreement or the MSBU Note. The County and the Bank each waives, to the fullest extent permitted by law, any right to trial by jury in respect of any litigation based upon the MSBU Note or arising out of, under or in conjunction with the MSBU Note or this Loan Agreement. Section 16, No Recourse. No recourse shall be had for the payment of the principal of and interest on the MSBU Note or for any claim based on the MSBU Note or on this Loan Agreement, against any present or former member or officer of the Board or any person executing the MSBU Note. Section 17. Payments Due on Saturdays, Sundays and Holidays. In any case where the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Loan Agreement, shall be other than a Business Day, then such payment or performance shall be made on the succeeding Business Day with the same force and effect as if done on the nominal date provided in this Loan Agreement, provided that interest on any monetary obligation hereunder shall accrue at the applicable rate to and including the date of such payment. 13 (SOOOI04/00069IS2.DOCvS) Section 18. Amendments, Changes and Modifications. This Loan Agreement may be amended only in writing signed by both parties hereto. Section 19, Binding Effect. To the extent provided herein, this Loan Agreement shall be binding upon the County and the Bank and shall inure to the benefit of the County and the Bank and their respective successors and assigns. This Loan Agreement shall be discharged and neither the County nor the Bank shall have any further obligations hereunder under the MSBU Note when the County shall have paid the principal of and interest on the MSBU Note in full and shall have paid in full all other amounts, if any, due under the MSBU Note or this Loan Agreement. Section 20. Severability. In the event any court of competent jurisdiction shall hold any provision of this Loan Agreement invalid or unenforceable such holding shall not invalidate or render unenforceable, any other provision hereof. [END OF PAGE] 14 {SOOO/04/00069152DüCvS} Section 21. Execution in Counterparts. This Loan 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. Section 22. Applicable Law. This Loan Agreement shall be governed by and construed in accordance with the laws of the State. In Witness Whereof, the parties hereto have duly executed this Loan Agreement as of the date first above written. ST. LUCIE COUNTY, FLORIDA (SEAL) By: Chairman, Board of County Commissioners A TrEST: By: Clerk of the Circuit Court, ex-officio Clerk of the Board of County Commissioners APPROVED AS TO FORM AND CORRECTNESS: County Attorney SUNTRUST BANK By: First Vice President 15 {5000104(o0069152. DOCv5} EXHIBIT A FORM OF NOTE No.R-l $10,000,000 ST. LUCIE COUNTY, FLORIDA SPECIAL ASSESSMENT IMPROVEMENT LINE OF CREDIT NOTE, SERIES 2006 (MSBU LOAN - SUNTRUST BANK FACILITY) RATE OF INTEREST MATURITY DATE DATE OF ISSUE As provided in, Schedule 1 hereto, subject to adjustment as provided on Schedule 2 hereto September ~ 2014 September ~ 2006 REGISTERED OWNER: SUNTRUST BANK PRINCIPAL AMOUNT: TEN MILLION DOLLARS KNOW ALL MEN BY THESE PRESENTS, that St. Lucie County, Florida (the "County"), for value received, hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special funds hereinafter mentioned, on the Maturity Date specified above, or sooner as provided herein, the Principal Amount shown above or such lesser amount as shall been advanced hereunder and not previously repaid, and to pay solely from such funds interest on the outstanding Principal Amount hereof from the date of this Note or from the most recent date to which interest has been paid, whichever is applicable, until payment of such Principal Amount, at the Rate of Interest described in, and determined as provided in, Schedule 1 hereto, and subject to adjustment as set forth in Schedule 2 attached hereto, with all unpaid interest being due on the Maturity Date or upon the earlier payment of principal hereunder upon presentation and surrender hereof at the office of the Clerk of the Circuit Court for St. Lucie County, as Registrar and Paying Agent. The principal of, premium, if any, and interest on this Note are payable in lawful money of the United States of America. Interest due hereon shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Advances under this Note may be prepaid in whole or in part at any time, and any prepayments shall be applied first to interest accrued on the applicable Advance under this Note to the date of such payment and then to principal of such Advance. This Note is being issued in the aggregate principal amount not to exceed $10,000,000 to finance the interim costs of the acquisition and construction of certain capital improvements within the County's Municipal Services Benefit Units, and all costs incidental thereto, within the County {5000/04/00069152.DOCv5 } ("the MSBU Project"), under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Part I, Florida Statutes, as amended, Ordinance 87-770f the County, as amended, and other applicable provisions of law, and Resolution No. 06-~ duly adopted by the Board of County Commissioners on August 22,2006 (the "Resolution"), and pursuant to a Loan Agreement between the County and SunTrust Bank, dated September ~ 2006 (the "Loan Agreement"), to which reference should be made to ascertain those terms and conditions. The principal of this Note shall be disbursed by the Registered Owner hereof to the County in one or more Advances pursuant to requisitions by the County in accordance with the Loan Agreement. [All Advances hereunder with respect to a particular MSBU shall be converted to a Tenn Loan in accordance with the tenns of the Commitment attached as Exhibit B to the Loan Agreement and evidenced by a bond or note issued under the Master Resolution, or shall become due and payable within 36 months after the Disbursement Date of the first Advance with respect to such MSBU.] This Note is payable from and secured solely by the Pledged Revenues, as defined in and in the manner provided in, and subject to the terms and conditions of, the Note Resolution and the Loan Agreement. The Pledged Revenues consist of Non-Ad Valorem Revenues of the County budgeted and appropriated for the payment of the principal of and interest on this Note and deposited into the Sinking Fund created pursuant to the Loan Agreement. Pursuant to the Loan Agreement the County has covenanted to budget and appropriate in its annual budget for each Fiscal Year, by amendment if necessary, Non-Ad Valorem Revenues in amounts sufficient to provide for the timely payment of the principal of and interest on this Note. Such covenant shall be cumulative and shall continue until Non-Ad Valorem Revenues in amounts sufficient to make all required payments hereunder when due, shall be budgeted and appropriated and actually deposited into the Sinking Fund. Notwithstanding the foregoing the County does not covenant to maintain any services or programs now provided or maintained by the County which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of Non-Ad Valorem Revenues until budgeted, appropriated, and deposited into the Sinking Fund, nor does it preclude the County from pledging in the future any specific portion of its Non-Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Registered Owner a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to budget and appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations of the County secured by a pledge of all or any specified portion of Non-Ad Valorem Revenues heretofore or hereafter issued (including the payment of debt service on bonds and other debt instruments); provided, however, this covenant to budget and appropriate for the purposes and in the manner stated herein and in the Loan Agreement shall have the effect of making available for the payment of Debt Service on this Note, in the manner described herein and in the Loan Agreement, sufficient amounts of Non-Ad Valorem Revenues and of placing on the Board a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.03, Florida Statutes, which requires a balanced budget, and Section 125.07, Florida Statutes, which prohibits a board of county commissioners from expending or contracting for the expenditure in any Fiscal Year more than the amount budgeted in each fund's budget; and subject, further, to the payment of the cost of maintainillg services and programs which are for essential public purposes 2 {5000/04/00069152.o0Cv5 } affecting the health, welfare and safety of the inhabitants of the County or which are legally mandated by applicable law. This Note shall not constitute a general obligation or indebtedness of the County, but shall be a limited obligation of the County payable solely from the Pledged Revenues as provided in the Loan Agreement. The Registered Owner hereof shall never have the right to compel the levy of taxes upon any property of or in the County for the payment of the principal of and interest on this Note or in order to maintain services or activities that generate Non-Ad Valorem Revenues. The principal of and interest on this Note are not secured by a lien upon the MSBU Project, or upon any property of or in the County, but are secured solely by the Pledged Revenues in the manner provided herein and in the Loan Agreement. Reference is made to the Loan Agreement for the provisions relating to the security for payment of this Note and the duties and obligations of the County hereunder. The Registered Owner may sue to protect and enforce any and all rights, including the right to specific performance, existing under the laws of the State of Florida, of the United States of America, or granted and contained in the Loan Agreement, and to enforce and compel the performance of all duties required by the Loan Agreement or by any applicable laws to be performed by the County, the Board or by any officer thereof, and may take all steps to enforce the Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida or the United States of America, including acceleration of all amounts of principal outstanding hereunder together with interest thereon. The County waives its right to trial by jury in the event of any proceedings in state or federal courts to enforce the terms of this Note or of the Loan Agreement, and the Registered Owner, by its acceptance of this Note, waives its right to trial by jury in any such proceedings. The County shall have the option prior to the Maturity Date or required payment date of any Advance to request renewal of the unpaid portion of the principal balance outstanding on the loan; the granting of such request shall be at the sole option of the Bank. This Note may be transferred or assigned by the Registered Owner without the prior written consent of the County provided that (1) the County is given notice of such transfer not later than ten (10) days prior to the next Interest Payment Date on the MSBU Note and (2) the transferee provides to the County an investment letter in form and substance materially the same as the letter provided by the Bank to the County upon the original issuance hereof. Upon the occurrence of an Event of Default, as defined in the Loan Agreement, the County shall also be obligated to pay all costs of collection and enforcement hereof, including attorneys' fees (including fees incurred on appeal). It is hereby certified and recited that all acts, conditions and things required by the Constitution and laws of the State of Florida to be performed, to exist and to happen precedent to and in the issuance of this Note, have been performed, exist and have happened in regular and due form and time as so required. 3 {SOOO/04/00069152.DOCv5 } IN WITNESS WHEREOF, St. Lucie County, Florida, has caused this Note to be executed by the Chairman or Vice-Chairman of its Board of County Commissioners, and attested by the Clerk or Deputy Clerk of the Circuit Court, ex officio Clerk of the Board of County Commissioners, either manually or with their facsimile signatures, and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the Date of Issue above. ST. LUCIE COUNTY, FLORIDA (SEAL) By: Chairman, Board of County Commissioners A ITEST: By: Clerk of the Circuit Court, ex-officio Clerk of the Board of County Commissioners 4 (SOOO/04/000691S2.DOCvS} SCHEDULES TO ST. LUCIE COUNTY, FLORIDA SPECIAL ASSESSMENT IMPROVEMENT LINE OF CREDIT NOTE, SERIES 2006 (MSBU LOAN - SUNTRUST BANK FACILITY) 5 (5üOO/04/00069152DOCv5 } SCHEDULE 1 TERMS OF NOTE DEFINITIONS: For purposes of the MSBU Note to which this Schedule 1 is attached, the following definitions shall apply. Capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Loan Agreement. "Advance" means a deposit by wire transfer or credit from the Bank to/for the account of the County pursuant to a Requisition. "Disbursement Date" means each date on which an Advance is made. "Initial Disbursement Date" means September ~ 2006. "Interest Rate" or "Rate of Interest" means 77% of I-month LIBOR plus 0.75%, adjusted the first day of each calendar month, subject to adjustment as provided in Schedule 2; provided, however, that in no event shall interest be payable on the MSBU Note at a rate in excess of the maximum rate permitted by applicable law. The initial Rate of Interest for each Advance shall be determined as of the Disbursement Date. "LIBOR" means, as of any date, the London Interbank Offered Rate as of 11:00 A.M., GMT, on such date as reported in the Wall Street Journal. "Maturity Date" means September ~ 2014. "Payment Date" means the Maturity Date. "Prepayment Date" means any date of prepayment by the County of all or any portion of the Principal Amount. "Requisition" means a request for an Advance submitted by the County to the Bank in substantially the form of Exhibit C to the Agreement. "I-Month LIB OR" means the LIBOR rate designated "I-Month" in the Wall Street Journal. RATE OF INTEREST: The Rate of Interest shall initially be set with respect to each Advance as of the Disbursement Date. Each Advance shall be recorded on Schedule 3 and Schedule 4 hereto on the Disbursement Date and shall become a part of the Principal Amount. PREPAYMENT PROVISIONS: The County may prepay the principal of the MSBU Note in whole or in part at any time. OTHER PROVISIONS: See Schedule 2 hereto. 6 {SOOO/04/00069152.DOCv5 } SCHEDULE 2 ADJUSTMENTS TO INTEREST RATE IN CERTAIN EVENTS (i) Adjustment of Interest Rate for Full Taxability. In the event a Determination of Taxability shall have occurred, the rate of interest on the MSBU Note shall be increased to a rate per annum equal to 1.3250 times (77% of the one-month LIB OR Rate plus 0.75%) (the "Taxable Rate"), effective retroactively to the date on which the interest payable on the MSBU Note is includable for federal income tax purposes in the gross income of the Registered Owner thereof. In addition, the Registered Owner of the MSBU Note or any former Registered Owners of the MSBU Note, as appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in interest that are required to be paid to the United States of America by the Registered Owner or former Registered Owners of the MSBU Note as a result of such Determination of Taxability. All such additional interest, additions to tax, penalties and interest shall be paid by the County within sixty (60) days following the Determination of Taxability and demand by the Registered Owner. A "Determination of Taxability" shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other written notification which holds in effect that the interest payable on the MSBU Note is includable for federal income tax purposes in the gross income of the Registered Owner thereof, which notice or notification is not contested by either the County or any Registered Owner of the MSBU Note, or (ii) a determination by a court of competent jurisdiction that the interest payable on the MSBU Note is includable for federal income tax purposes in the gross income of the Registered Owner thereof, which determination either is final and non-appealable or is not appealed within the requisite time period for appeal, or (iii) the admission in writing by the County to the effect that interest on the MSBU Note is includable for federal income tax purposes in the gross income of the Registered Owner thereof. (ii) Adjustment ofInterest Rate for Partial Taxability. In the event that interest on the MSBU Note during any period becomes partially taxable as a result of a Determination of Taxability applicable to less than all of the MSBU Note, then the interest rate on the MSBU Note shall be increased during such period by an amount equal to: (A-B) x C where: (A) A equals the Taxable Rate (expressed as a percentage); (B) B equals the interest rate on the MSBU Note (expressed as a percentage); and (C) C equals the portion of the MSBU Note the interest on which has become taxable as the result of such tax change (expressed as a decimal). In addition, the Registered Owner of the MSBU Note or any former Registered Owner of the MSBU Note, as appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in interest that are required to be paid to the United States by the Registered Owner or former Registered Owners of the MSBU Note as a result of such Determination of Taxability. All such additional interest, additions to tax, penalties and interest shall be paid by the County within sixty (60) days following the Determination of Taxability and demand by the Registered Owner. 7 {5000/04/00069152DOCv5 } (iii) Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate. In the event that the maximwn effective federal corporate tax rate (the "Maximum Corporate Tax Rate") during any period with respect to which interest shall be accruing on the MSBU Note on a tax-exempt basis, changes from the Maximum Corporate Tax Rate then in effect, the interest rate on the MSBU Note that is bearing interest on a tax-exempt basis shall be adjusted to the product obtained by multiplying the interest rate then in effect on the MSBU Note by a fraction equal to (I-A divided by I-B), where A equals the Maximum Corporate Tax Rate in effect as of the date of adjustment and B equals the Maximum Corporate Tax Rate in effect immediately prior to the date of adjustment. (iv) Adiustment of Interest Rate for Other Changes Affecting After-Tax Yield. So long as any portion of the principal amount of the MSBU Note or interest thereon remains unpaid (a) if any law, rule, regulation or executive order is enacted or promulgated by any public body or governmental agency which changes the basis of taxation of interest on the MSBU Note or causes a reduction in yield on the MSBU Note (other than by reason of a change described above) to the Registered Owner or any former Registered Owners of the MSBU Note, including without limitation the imposition of any excise tax or surcharge thereon, or (b) if, as result of action by any pubic body or governmental agency, any payment is required to be made by, or any federal, state or local income tax deduction is denied to, the Registered Owner or any former Registered Owners of the MSBU Note (other than by reason of a change described above or by reason of any action or failure to act on the part of any Owner or any formers Registered Owner of the MSBU Note) by reason of the ownership of the MSBU Note, the County shall reimburse any such Owner within five (5) days after receipt by the County of written demand for such payment, and the County agrees to indemnify each such Owner against any loss, cost, charge or expense with respect to any such change. The determination of the after-tax yield calculation shall be verified by a firm of certified public accountants regularly employed by the Bank (or the current Owners of the MSBU Note) and acceptable to the County, and such calculation, in the absence of manifest error, shall be binding on the County and the Registered Owner. 8 (5000/04/00069152.DOCv5 } EXHffiIT B BANK'S PROPOSAL LETTER {SOOO/04/00069IS2.DOCvS} \""~ SUNTRUST" John Wlnn F. Vice President SunTrust Bank 501 South Flagler Drive 2nd Floor West Palm Beach, Florida 33401 Tel 561.835.2677 Fax 561.835.2640 June 9, 2006 Jay Glover Senior Managing Consuttant Public Financial Management, Inc. 300 South Orange A venue, Suite 1170 Orlando, FI 3280 t Dear Mr. Glover: Per the request ofSt. Lucie County (the County), SunTrust Bank, South Florida, is pleased to present our commitment in the amount of up to $ t 0,000,000. This commitment provides up to $10,000,000 in gross proceeds to assist the County in projects for various Municipal Service Benefit Units (MSBUs). Although the following provisions, tenns and conditions are intended to be comprehensive, they are not necessarily inclusive of all the anticipated terms that will be applicable to the credit. All of such terms will be set forth in the final, definitive loan documents, and all such terms must be acceptable to the Bank and its counsel. This commitment is contingent upon the accuracy of all facts, statements and financial information submitted to the Bank by the Borrower and is conditioned upon the tenns outlined below. Borrower: St. Lucie County Bank: SunTrust Bank Amount: Up to $10,000,000 Non-Revolving Line of Credit Final Maturity: The County will have the ability to make draws on the Line of Credit for a period of up to 5 years. Each draw must be tenned out within 36 months after the draw and no later than 8 years after the commencement of the Line of Credit. Terms: Line of Credit Interest for the "Line of Credit" will accrue and be payabte within 36 months of the initial draw for an individual MSBU project. Each draw shall be tenned out within 36 months of the draw over a period of up to 15 years. T enn Loans Interest will be due each June and December. Principal will be due annually based on an amortization up to t 5 years, structured to produce substantially level annual debt service each year. The County may prepay the loan at anytime without penalty. Security: The Line of Credit will be secured by pledge from the county to covenant to budget and Purpose: Interest Rate: appropriate from alI available non-ad valorem revenues of the county. The individual term loans wilI be secured by a pledge of the proceeds of special assessments levied by the County against taxable lands within the MSBUs. To alIow the County to provide interim financing for each MSBU project Floating rate on Line of credit Bank Qualified Rate: 67% of the I month LlBOR rate plus 75 basis points Non-Bank Qualified Rate: 77% of the 1 month LlBOR rate plus 75 basis points Fixed tnterest Rate on Term Loans (Determined 2 business davs prior to term-out) Bank Qualified 10- Year Rate: 67% of the I O-year H.15 swap rate plus 85 basis points. Non-Bank Qualified 10- Year Rate: 77% of the I O-year H. t 5 swap rate plus 85 basis points. Bank Qualified 15- Year Rate: 67% of the I O-year H. I 5 swap rate plus 95 basis points. Non-Bank Qualified 15-Year Rate: 77% of the 10-year H.15 swap rate plus 95 basis points. Commitment Fee: NONE. Legal Fees: Conditions: The County will be responsible for alI Legal Costs, including Bank's Counsel. The County shalI provide a draw certificate prior to each draw indicating which MSBU will benefit from the proceeds and how the proceeds wilI be used. 2) The County shalI levy sufficient special assessments in each MSBU to cover debt service on a I: I basis. I) 3) At the term out of each draw, the MSBU must establish a Debt service reserve account equal to one year's debt service. 4) The loan amount for each MSBU can not exceed 20% of the taxable value of the MSBU. 5) In order to qualify for a draw under the line of credit, the MSBU must have over 10 landowners with no individual landowner concentrations greater than 40% of the totat MSBU. 6) Takedowns must be $50,000 or greater and may be made no more frequently than bi-monthly. 7) t f above conditions are not met, the Bank may, at its own discretion, approve the draw for the MSBU. Other General Conditions: (I) AtI matters relating to this loan, including atl instruments and documents required, are subject to the Bank's policies and procedures in effect, applicable governmental regulations and/or statutes, and approval by the Bank and Bank's Counsel. (2) A written opinion from Borrower's attorney, in fonn and substance acceptable to Bank and Bank's Counsel, that all documents are valid, binding and enforceable in accordance with their tenns, that the execution and delivery of said documents have been duly authorized. The opinion should also address such other matters as the Bank and Bank's Counsel deem appropriate. (3) Borrower shall submit annual audited statements within 210 days of fiscal year end. (4) The bank witt have a first lien upon and a pledge of the proceeds of special assessments tevied by St. Lucie County against taxable lands within the individual MSBUs. (5) The County must covenant to levy sufficient Special Assessment taxes each year to pay the required debt service and to make up any deficiencies in prior years. The Special Assessment taxes shatl be extended by the Property Appraiser on the county rolls and shall be cotlected by the tax collector in the same manner and at the same time as the county taxes. (6) Borrower shall maintain compliance with all federal, state and local regulations regarding the purpose of the proposed loan. (7) The Borrower and the Bank shatl agree on the content of final documentation, to include events of default, covenants, and resolutions from the Borrower and atl other legal documentation relating to the facility. (8) The Bank shatl have the right to adjust the tax-exempt interest rate in order to maintain the same after tax yield if any amendments to existing law are enacted which would adversely affect the Bank's aftertax yield including any "detennination of taxability" as will be defined in the loan documentation. (9) Some of the interest rates quoted herein assume the obligation is a "non-bank qualified tax-exempt obligation" as defined in Section 265(b)(3) of the Internal Revenue Service Code. If the borrowings hereunder are not non-bank qualified tax exempt obligations, then the rate shatl be adjusted to provide the Bank with the same after tax yield. (t 0) The Borrower shall comply with and agree to such other covenants, tenns, and conditions that may be reasonably required by the Bank and its counsel and are customary in tax-exempt financings of this nature. These covenants would include, but are not to be limited to, covenants regarding compliance with laws and regulation, remedies in the event of default and bond counsel's opinion regarding the tax exempt nature of the facility. tfyou have any questions regarding any aspect of our commitment, please don't hesitate to contact me at (561) 835-2677 or fax (561) 835-2640. Sincerely, John W. Winn First Vice President Institutional & Governmental Banking SunTrust Bank Accepted this _ day of ,2006 By: Title: EXHIBIT C FORM OF REQUISITION From: St. Lucie County, Florida To: Sun Trust Bank Date: Requisition No.:_ Under the terms of the not exceeding $10,000,000 Special Assessment Improvement Improvement Line of Credit Note, Series 2006 (MSBU Loan - SunTrust Bank Facility), dated September ~ 2006, and the Loan Agreement related thereto, St. Lucie County hereby requests an Advance in the amount of $ (must be not less than $25,000 with respect to the initial Advance for a MSBU Project or $50,000 with respect to subsequent advances) to be credited to the account of the County, account # on This Requisition is being made to finance MSBU Project Costs in accordance with the Loan Agreement with respect to the [name] MSBU. The aggregate principal amount of all Advances of the Loan following the funding of this Advance will be $ , which is less than $10,000,000, the maximum amount of Advances permitted under the Loan Agreement. We understand that you will confirm to us in writing the Rate of Interest for this Advance. ST. LUCIE COUNTY, FLORIDA By: County Administrator 2 {5000/O4/00069152. DOCv5}