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HomeMy WebLinkAbout07-256 RESOLUTION NO. 07-256 ét;ýy M,' 101-6 ~~1 fc. lJW, p~ A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA, AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE TRADITION FIELD, AND OTHER TOURISM RELATED PROJECTS WITHIN THE COUNTY; PROVIDING FOR THE BORROWING OF NOT EXCEEDING $650,000 ON A RESOLVING LINE OF CREDIT FROM SUNTRUST LEASING CORPORATION, TO PAY COSTS ASSOCIATED WITH SUCH ADDITIONS, EXTENSIONS AND IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF A TOURIST DEVELOPMENT TAX REVENUE NOTE, SERIES 2007 TO EVIDENCE THE COUNTY'S OBLIGATION TO REPAY SUCH AMOUNT; PROVIDING FOR THE PAYMENT OF THE NOTE AND THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT IN CONNECTION THEREWITH; PROVIDING AS SECURITY FOR THE PAYMENT OF THE NOTE REVENUES RECEIVED BY THE COUNTY FROM THE FOURTH CENT TOURIST DEVELOPMENT TAX AND THE FIFTH CENT TOURIST DEVELOPMENT TAX AND A COVENANT TO BUDGET AND APPROPRIATE FROM LEGALLY A V AILABLE NON-AD VALOREM REVENUES; AUTHORIZING FURTHER OFFICIAL ACTION IN CONNECTION WITH THE DELIVERY OF THE NOTE; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE 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, and Chapter 159, Part VII, Florida Statutes, Ordinance No. 87-77 of the Board of the County, as amended, and other applicable provisions of law. "Bank" means SunTrust Leasing Corporation, 200 S. Orange Avenue, MC-1089, Orlando, Florida 32801. "Board" means the Board of County Commissioners, as the governing body of the County. "Bond Counsel" means Bryant Miller Olive P.A. "Chairman" means the Chairman of the Board, or in the Chairman's absence, the Vice Chairman. "Clerk" means the Clerk of the Circuit Court, ex officio Clerk of the Board or, in the Clerk's absence, any Deputy Clerk. "Code" means the Internal Revenue Code of 1986, as amended. "Commitment" means the Commitment for purchase of the Note to provide term loan 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 or the County Administrator's designee. "County Attorney" means the County Attorney of the County, or m the County Attorney's absence, any Assistant County Attorney. "Covenant" means the covenant to budget and appropriate moneys to pay the Note contained in Section 10 of the Loan Agreement. "Director" means the Director of the Office of Management and Budget of the County. "Financial Advisor" means Public Financial Management, Inc., Orlando, Florida. "Fifth Cent Tourist Development Tax Revenues" means the proceeds of the fifth percent tourist development tax levied and collected within the County pursuant to the provisions of Section 125.0104(3)(n)l, Florida Statutes, and County Ordinance No. 03-12, enacted by the Board on January 28,2002, when, as and if remitted to and received by the County. "Fourth Cent Tourist Development Tax Revenue" means the proceeds of the fourth percent tourist development tax levied and collected within the County pursuant to the provisions of Section 125.0104(3)1, Florida Statutes, and County Ordinance No. 02-36, enacted by the Board on December 17, 2002, when, as and if remitted to and received by the County. "Limited Fifth Cent Tourist Development Tax Revenues" means thirty-three percent of the Fifth Cent Tourist Development Tax Revenues that can only be used to pay debt service on bonds issued to fund capital facilities that promote tourism located in the St. Lucie Fairgrounds and the area north of Midway Road. "Loan" shall collectively refer to an amount equal to the outstanding and unpaid advances of moneys, made under the revolving line of credit in the aggregate principal amount 2 of $650,000 granted by the Bank to the County pursuant to and in accordance with 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 Exhibit A 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 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. "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 Note. "Northern County Project" is the portion or portions of the 2007 Project undertaken in the northern portion of the County and for which the Limited Fifth Percent Tourist Development Tax Revenues are pledged. "Note" means the Tourist Development Tax Revenue Note, Series 2007, 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 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 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. "Parity Debt" means the County's Improvement Revenue Note, Taxable Series 2003C (Thomas J. White Stadium). "Pledged Revenues" means the Fourth Cent Tourist Development Tax Revenues, the Fifth Cent Tourist Development Tax Revenues and the Non-Ad Valorem Revenues budgeted, appropriated and deposited into the Sinking Fund pursuant to the Covenant. "2007 Project" means the acquisition, construction and equipping of additions, extensions and improvements to the Tradition Field and other tourism related projects within the County as authorized from time to time by the Board, including but not limited to the projects listed on Exhibit B attached hereto. "2007 Project Costs" means all or a portion of the cost of undertaking the 2007 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 2007 Project; reimbursement to the County for any sums heretofore expended for the foregoing 3 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 2007 Project. "Resolution" means, collectively, this resolution and all resolutions amendatory legally available and supplemental hereto. "Senior Lien Debt" means the County's Tourist Development Tax Revenue Bonds, Series 2003 (Thomas J. White Stadium). SECTION 3. Board. FINDINGS. It is hereby found, declared, and determined by the (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 2007 Project. The County is authorized pursuant to the provisions of the Act to undertake the 2007 Project. (B) The County is without adequate, currently available funds to pay 2007 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 2007 Project Costs. The County is authorized pursuant to the provisions of the Act to borrow moneys to pay 2007 Project Costs. (C) The County has solicited proposals from lending institutions for the Loan, the results of which have been tabulated by the Financial Advisor. Pursuant to the Financial Advisor's advice, the Director determined that the Bank's Commitment contained terms most favorable to the County. Because of the complex nature of the Loan, the 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 Note is not expected to be rated or insured, it is in the best interests of the County to sell the 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 pledging and granting a lien on the Pledged Revenues, on a parity with the Parity Debt and subordinate to the lien thereon of the Senior Lien Debt, and entering into the Covenant, executing and delivering the Loan Agreement, and issuing the Note in connection therewith. The County is authorized pursuant to the provisions of the Act to secure the Note with the Pledged Revenues. (E) The obligation of the County to repay the 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 Note in accordance with its terms and to make any other payments, if any, required under the Note or the Loan Agreement shall not be or constitute a 4 general obligation or indebtedness of the County and neither the 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 Note shall be entitled to compel the payment of the principal of or interest on the Note or the making of any payments required under the Note or the Loan Agreement from any moneys of the County other than the Pledged Revenues. In particular, neither the Bank nor any successor owner of the Note shall be entitled to compel the levy of ad valorem taxes by the County to pay the principal of and interest on the 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 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 2007 Project 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 hereby accepts the Bank's Commitment. The County Attorney and Bond Counsel, are hereby authorized and directed to proceed to prepare the necessary documents to consummate the Loan. SECTION 5. AUTHORIZATION OF 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 Tourist Development Tax Revenue Note, Series 2007, in a principal amount not to. exceed six hundred fifty thousand dollars ($650,000), 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. The Note shall be issued on a parity with the Parity Debt and shall have a lien on the Pledged Revenues subordinate to the lien thereon of the Senior Lien Debt. SECTION 6. APPROVAL OF FORM OF AND DELIVERY OF LOAN AGREEMENT AND NOTE. The Loan Agreement attached hereto as Exhibit A, and the Note attached thereto and incorporated herein by this reference, in substantially the forms provided, 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 NOTE. The delivery of the Note to the Bank is hereby authorized. The Chairman, the Clerk, the County Administrator, the Director, and the County Attorney are each designated agents of the County in connection with the execution and delivery of the 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 Note to the Bank, including, but not limited to, modifications to the Loan Agreement and the Note to conform to or supplement the Commitment. 5 SECTION 8. REPEAL OF INCONSISTENT PROVISIONS. All resolutions or parts thereof in conflict with this resolution are hereby repealed to the extent of such conflict. SECTION 9. 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 Note or Loan Agreement delivered hereunder. SECTION 10. AMENDMENT. After the issuance of the Note, the resolution may not be amended or repealed except with the prior written consent of the Bank. SECTION 11. upon its adoption. EFFECTIVE DATE. This resolution shall take effect immediately ST. LUCIE COUNTY, FLORIDA B{l£Ø Chairman, Board of County Commissioners (SEAL) ATTEST: By: i2.~/ Clerk of the Circ it C Clerk of the Board 6 EXHIBIT A FORM OF LOAN AGREEMENT A-I EXHIBIT B DESCRIPTION OF 2007 PROJECT' Description Estimated Costs $ Total $ * The above projects shall be substantially in accordance with the reports, plans and specifications filed with the County, and subject to Board determination to modify, delete from, or add to the foregoing projects from time to time, as shall be necessary or desirable in its discretion. B-1 EXHIBIT A FORM OF LOAN AGREEMENT A-I LOAN AGREEMENT by and between ST. LUCIE COUNTY, FLORIDA and SUNTRUST LEASING CORPORATION Dated --/ 2007 relating to NOT TO EXCEED $650,000 ST. LUCIE COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE NOTE, SERIES 2007 SECTION 1. SECTION 2. SECTION 3. SECTION 4. SECTION 5. SECTION 6. SECTION 7. SECTION 8. SECTION 9. SECTION 10. SECTION 11. SECTION 12. SECTION 13. SECTION 14. SECTION 15. SECTION 16. SECTION 17. SECTION 18. SECTION 19. SECTION 20. SECTION 21. SECTION 22. TABLE OF CONTENTS Page DEFINITIONS. ............................................................................................................................. 2 INTERPRETATION. . ............................... ....................... ......... ....... .......... ................. ........... ... ... 5 THE LOAN. ..................................................................................................................................6 DESCRIPTION OF NOTE. .................... ................................. .................................................... 6 EXECUTION OF NOTE. ........................................................................... ......... ........ ................. 6 REGISTRA TION AND TRANSFER OF NOTE. ...................................................................... 6 NOTE MUTILATED, DESTROYED, STOLEN OR LOST. ..................................................... 7 FORM OF NOTE. ........................................................................................................................8 SECURITY FOR NOTE; NOTE NOT DEBT OF THE-COUNTY; SINKING FUND. ..........8 COVENANTS OF THE COUNTY. ........................................................................................... 9 REPRESENTATIONS AND WARRANTIES. ........................................................................10 CONDITIONS PRECEDENT. ...... ............ .................................. .................... ..........................11 NOTICES. ................... ................................................................................................................12 EVENTS OF DEFAULT DEFINED. ........................................................................................12 REMEDIES................................................................................................................................. .13 NO PERSONAL LIABILITY. ...................................................................................................14 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS................................ 14 AMENDMENTS, CHANGES AND MODIFICA TIONS......................................................14 BINDING EFFECT. .......... ............................ ................... ... ....,.... .... ............. .............. ...............14 SEVERABILITY......................................................................................................................... .14 EXECUTION IN COUNTERPARTS. ......................................................................................14 APPLICABLE LAW. ..... .......................................................... ..................................................14 This LOAN AGREEMENT is made and entered into as of -' 2007 by and between ST. LUCIE COUNTY, FLORIDA (the "County"), and SUNTRUST LEASING CORPORATION, a Georgia banking corporation (the "Bank"). WITNESSETH: WHEREAS, the County has previously determined that it is necessary, desirable and in the best interests of the County and its inhabitants that the County undertake the 2007 Project hereinafter described, from time to time, and that the 2007 Project will serve essential public purposes of the County; and WHEREAS, the County has determined that it is without adequate currently available funds to pay 2007 Project Costs and that it will be necessary that funds be made available to the County in order to undertake the 2007 Project; and WHEREAS, the County requested proposals from varIOUS lending institutions to provide the County with financing for the 2007 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 an aggregate principal amount not exceeding $650,000 to finance 2007 Project Costs; and WHEREAS, the Commitment was determined 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 pledge and grant a lien on the Pledged Revenues, in the manner and to the extent provided herein and in the Resolution, and to enter into the Covenant contained in Section 10 herein to secure the obligations of the County to repay the principal of and interest on the Note when due; and WHEREAS, the obligation of the County to repay principal of and interest on the 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 Pledged Revenues 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 Note or to make any other payments provided for herein; and WHEREAS, neither the Note nor any interest granted to the Bank herein shall be or constitute a lien upon the 2007 Project or upon any other property of or in the County; 1 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 Loan Agreement and not defined in this Section 1 shall have the meaning assigned in the Resolution. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: "Act" means Chapter 125, Part I, and Chapter 159, Part VII, Florida Statutes, Ordinance No. 87-77 of the Board of the County, 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 Chairman, the County Administrator or their designees. "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 Leasing Corporation, 200 S. Orange Avenue, MC-I089, Orlando, Florida 32801. "Board" means the Board of County Commissioners, as the governing body of the County. "Bond Counsel" means Bryant Miller Olive P.A. "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. "Clerk" means the Clerk of the Circuit Court ex officio Clerk of the Board or, in the Clerk's absence, any Deputy Clerk. "Code" means the Internal Revenue Code of 1986, as amended. "Commitment" means the Commitment of the Bank, a copy of which is attached hereto as Exhibit B. "County" means St. Lucie County, Florida, a political subdivision of the State of Florida. 2 "County Administrator" means the County Administrator of the County, as the chief administrative officer or the County Administrator's designee. "County Attorney" means the County Attorney of the County, or m the County Attorney's absence any Assistant County Attorney. "Covenant" means the County's covenant to budget and appropriate Non-Ad Valorem Revenues to pay the 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. "Director" means the Director of the Office of Management and Budget of the County. "Disbursement Date" means the date or dates on which moneys are drawn from the Loan, including the Initial Disbursement Date. "Financial Advisor" means Public Financial Management, Inc., Orlando, Florida. "Fifth Cent Tourist Development Tax Revenues" means the proceeds of the fifth percent tourist development tax levied and collected within the County pursuant to the provisions of Section 125.0104(3)(n)l, Florida Statutes, and County Ordinance No. 03-12, enacted by the Board on January 28,2002, when, as and if remitted to and received by the County. "Fiscal Year" means the period from each October 1 to the succeeding September 30. "Fourth Cent Tourist Development Tax Revenue" means the proceeds of the fourth percent tourist development tax levied and collected within the County pursuant to the provisions of Section 125.0104(3)1, Florida Statutes, and County Ordinance No. 02-36, enacted by the Board on December 17, 2002, when, as and if remitted to and received by the County. "Initial Disbursement Date" means -' 2007, or such other date on which an amount of funds is initially disbursed to the County pursuant to this Loan Agreement. "Interest Payment Date" means each February 1 and August 1, commencing February 1, 2008, through and including the Maturity Date. "Interest Rate" means the rate of interest payable on the Note authorized by the Resolution and described in the Form of Note attached hereto as Exhibit A. "Limited Fifth Cent Tourist Development Tax Revenues" means thirty-three percent of the Fifth Cent Tourist Development Tax Revenues that can only be used to pay debt service on bonds issued to fund capital facilities that promote tourism located in the St. Lucie Fairgrounds and the area north of Midway Road. "Loan" shall collectively refer to an amount equal to the outstanding and unpaid Advances, made under the revolving line of credit in the aggregate principal amount of 3 $650,000 granted by the Bank to the County pursuant to and in accordance with this Loan Agreement. "Loan Agreement" means this Loan Agreement between the Bank and the County setting forth the terms and details of the Loan. "Maturity Date" means August 1, 2010. "Note" means the Tourist Development Tax Revenue Note, Series 2007, of the County, substantially in the form attached hereto as Exhibit A, evidencing the Loan authorized herein. "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 Note, which are actually budgeted, appropriated and deposited in the Sinking Fund. "Northern County Project" is the portion or portions of the 2007 Project undertaken in the northern portion of the County and for which the Limited Fifth Percent Tourist Development Tax Revenues are pledged. "Parity Debt" means the County's Improvement Revenue Note, Taxable Series 2003C (Thomas J. White Stadium). "Paying Agent" means the Clerk. "Payment Date" means both the Interest Payment Dates and the Principal Payment Dates. "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 the Fourth Cent Tourist Development Tax Revenues, the Fifth Cent Tourist Development Tax Revenues and the Non-Ad Valorem Revenues deposited into the Sinking Fund. "Principal Amount" means the aggregate amount of all outstanding Advances made hereunder, which shall not exceed the principal amount of Six Hundred Fifty Thousand Dollars ($650,000). "2007 Project" means the acquisition, construction and equipping of various capital improvements within the County as authorized from time to time by the Board, including but not limited to the projects listed on Exhibit B attached hereto. "2007 Project Costs" means all or a portion of the cost of undertaking the 2007 Projects including, but not limited to: engineering, legal, accounting, and financial expenses; expenses 4 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 2007 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 2007 Project. "Register" means the books maintained by the Registrar in which are recorded the name and address of the Registered Owner of the Note. "Registered Owner" means the person in whose name the ownership of the Note is registered on the books maintained by the Registrar. The initial 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. 07---1 adopted by the County on August -' 2007, as may be amended and supplemented from time to time. "Senior Lien Debt" means the County's Tourist Development Tax Revenue Bonds, Series 2003 (Thomas J. White Stadium). "Sinking Fund" means the fund created pursuant to Section 9 hereof. "State" means the State of Florida. SECTION 2. INTERPRET A TION. 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 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 two (2) Business Days 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. Each Advance must be in the minimum amount of $50,000. Advances may be made no more frequently than monthly. SECTION 4. DESCRIPTION OF NOTE. The obligation of the County to repay the Loan shall be evidenced by the Note. The Note shall be dated as of the date of initial delivery thereof; shall mature on the Maturity Date; and shall be in registered form. The Note shall bear interest from the Initial Disbursement Date until payment of the entire outstanding principal amount due thereon. The Interest Rate on the Note shall equal 67% of the One-Month LIB OR rate plus 105 basis points. The Interest Rate shall be set two Business Days prior to the Initial Disbursement Date. Interest on the Note shall be calculated using a 360-day year consisting of twelve 30-day months. Interest on the Note shall be paid semiannually on each Interest Payment Date, commencing February 1, 2008. The County may prepay the Note, in whole or in part, at anytime without penalty, in an amount equal to or greater than $50,000. SECTION 5. EXECUTION OF NOTE. The 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 Note may be signed and sealed on behalf .of the County by any person who at the actual time of the execution of the Note shall hold the appropriate office in the County, although at the date thereof the person may not have been so authorized. The 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 NOTE. The 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 the 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. There shall be a Registrar who shall be responsible for maintaining the Register. The person in whose name ownership of a Note is shown on the Register shall be deemed the Registered Owner thereof by the County and the Registrar, who may treat the Registered 6 Owner as the absolute owner of the Note for all purposes, whether or not the Note shall be overdue, and any notice to the contrary shall not be binding upon the County or the Registrar. Ownership of the Note may be transferred only upon the Register. Upon surrender to the Registrar for transfer or exchange of the 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 Note of the same amount, maturity and interest rate as the Note surrendered. The 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 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 Note shall be delivered. The new Note delivered upon any transfer or exchange shall be a valid obligation of the County, evidencing the same debt as the 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 Note surrendered. Whenever a Note shall be delivered to the Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such 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. NOTE MUTILATED, DESTROYED, STOLEN OR LOST. In case the 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 Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in lieu of or substitution for the Note, if any, destroyed, stolen or lost, or in exchange and substitution for such mutilated Note, upon surrender of such mutilated Note, if any, to the Registrar and the cancellation thereof; provided however, if the Note shall have matured or be about to mature, instead of issuing a substitute Note, the County may pay the same, upon being indemnified as aforesaid, and if such Note be lost, stolen or 7 destroyed, without surrender thereof. Any Note surrendered under the terms of this Section 7 shall be cancelled by the Registrar. Any such new 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 Note, the lost, stolen or destroyed Note be at any time found by anyone, and such new Note shall be entitled to equal and proportionate benefits and rights as to security for payment to the same extent as the Note originally issued hereunder. SECTION 8. FORM OF NOTE. The Note shall be in substantially the form attached hereto as Exhibit A, with such variations, omissions and insertions as may be necessary, desirable and authorized or permitted by this Loan Agreement. SECTION 9. SECURITY FOR NOTE; NOTE NOT DEBT OF THE COUNTY; SINKING FUND. The payment of the principal of and interest on the Note shall be secured forthwith solely by a lien upon and pledge of the Pledged Revenues. The lien granted to the Registered Owner of the Note on the Pledged Revenues is on a parity with the lien granted to the holders of the Parity Debt and subordinate to the lien thereon granted to the holders of the Senior Lien Debt. The principal of and interest on the 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 Note or in order to maintain services or activities that generate Non-Ad Valorem Revenues. The Note shall not be secured by, nor constitute, a lien upon the 2007 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 "Tourist Development Tax Revenue Note, Series 2007 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 shall deposit into the Sinking Fund, the Fourth Cent Tourist Development Tax Revenues and the Fifth Cent Tourist Development Tax Revenues, and to the extent necessary to make up for any deficiencies therein, the Non-Ad Valorem Revenues budgeted and appropriated for such purpose pursuant to the Covenant, in an amount required to pay the principal and interest due on the Note on such Interest Payment Date, Prepayment Date or the Maturity Date. Moneys in the Sinking Fund shall be used only to pay principal of and interest on the Note and for no other purpose. Amounts on deposit in the Sinking Fund may be invested and reinvested by the County in Authorized Investments maturing or redeemable at the option of the County not later than the date such amounts are needed for the payments required hereunder. All income from the investment of moneys in the Sinking Fund shall be retained in the Sinking Fund and used for 8 the purposes thereof. The designation of the Sinking Fund as a special fund for this Loan Agreement shall not be construed to require the establishment of completely independent, self-balancing fund, as such term is commonly; used and defined in governmental accounting, but is intended solely to constitute an earmarking of certain moneys and investments for certain purposes and to establish certain priorities for application of such moneys and investments as herein provided. The moneys and investments required to be accounted for in the Sinking Fund may be pooled with other moneys in a single fund or account, provided that adequate accounting records are maintained to reflect the allocation of the moneys and investments on deposit therein to the Sinking Fund and to control the restricted uses of such moneys and investments for the various purposes as herein provided. The County shall not be required to make any further payments into the Sinking Fund when the aggregate amount of money and Authorized Investments in said fund is at least equal to the maximum principal amount outstanding on the Note plus accrued interest thereon through the Maturity Date. SECTION 10. COVENANTS OF THE COUNTY. Until the principal of and interest on the 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 Note to the Maturity Date, or (b) provision for payment of the Note shall have been made in accordance with the provisions of this Loan Agreement, the County covenants with the Registered Owner of the Note as follows: A. Covenant to Budget and Appropriate. To the extent the Fifth Cent Tourist Development Tax Revenues and the Fourth Cent Tourist Development Tax Revenues are insufficient to pay principal of and interest on the Note, the County covenants 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 the 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 such revenues are budgeted, appropriated, and deposited into the Sinking Fund, 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 9 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 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 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 the County's 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 tentative annual budget for each Fiscal Year within 10 days of presentation thereof to the Board by the County budget officer as provided in Section 129.03, Florida Statutes, (ii) a copy of its final annual budget for each Fiscal Year within 30 days of adoption thereof by the Board, and (iii) 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 Note or of the 2007 Project at any time during the term of the Note which would cause the Note to be (a) a "private activity bond" within the meaning of Section 103(b)(1) 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 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 Note. F. Additional Debt. The County covenants not to issue any additional debt secured by a covenant to budget and appropriate from non-ad valorem revenues unless the average amount of non-ad valorem revenues received by the County for the two most recent fiscal years is at least 2.0 times the maximum annual debt service on all existing and proposed debt secured by a covenant to budget and appropriate non-ad valorem revenues. SECTION 11. REPRESENTATIONS AND WARRANTIES. The County represents and warrants to the Bank that: 10 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 Note in accordance with their respective terms. This Loan Agreement and the 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. Pledged Revenues. The County currently receives the Pledged Revenues and is legally entitled to pledge such Pledged Revenues to pay the principal of and interest on the Note when due as provided herein. The County estimates that the Pledged Revenues will be available in amounts sufficient to pay the principal of and interest on the Note as the same becomes due prior to the Maturity Date and, to pay all principal of and interest on the Note on the Maturity Date. The County shall take all lawful action necessary to enable the County to continue to receive the Pledged Revenues in at least the amounts necessary to pay principal and interest on the Note to the extent not paid from some other source. D. Financial Statements. The financial statements of the County for the Fiscal Year ended September 30, 2006, 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 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 Attorney. The Bank shall have received a written opinion of the County Attorney as to (1) the valid existence of the County as a political subdivision of the State; (2) the due adoption of the Resolution; (3) the due authorization and execution of this Loan Agreement and the Note and the related financing documents; and (4) the absence of 11 litigation against the County relating to (a) its existence or powers, and (b) the proceedings for the authorization and issuance of the Note, in a form and substance satisfactory to the Bank. D. Opinion of Bond Counsel. The Bank shall have received a letter from Bond Counsel authorizing the Bank to rely on the approving opinion of Bond Counsel delivered to the County with respect to the 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 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. 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 A venue Fort Pierce, Florida 34982-5652 Attention: County Administrator, with a required copy to the County Attorney at the same address, and a required copy to the Clerk at the same address. SunTrust Leasing Corporation 200 S. Orange A venue - MC 1089 Orlando, Florida 32801 Attention: Public Finance Group - Florida Bank: 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: 12 A. Failure by the County to make any payment of principal of or interest on the 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 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 becoming 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 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 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 Note or arising out of, under or in conjunction with the Note or this Loan Agreement. 13 SECTION 16. NO PERSONAL LIABILITY. No recourse shall be had for the payment of the principal of and interest on the Note or for any claim based on the Note or on this Loan Agreement, against any present or former member or officer of the Board or any person executing the 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. SECTION 18. AMENDMENTS. CHANGES AND MODIFICATIONS. This Loan Agreement may be amended only by a 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 Note when the County shall have paid the principal of and interest on the Note in full and shall have paid in full all other amounts, if any, due under the 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. 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. [Remainder of page intentionally left blank] 14 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: Chair, Board of County Commissioners ATTEST: By: Clerk of the Circuit Court, ex-officio Clerk of the Board of County Commissioners APPROVED AS TO FORM AND CORRECTNESS: County Attorney SUNTRUST LEASING CORPORATION By: G. Victor Bryson, Vice President 15000/99/00180856.DOCv3 } 15 " EXHIBIT A FORM OF NOTE No. R-l NOT TO EXCEED $650,000 ST. LUCIE COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE NOTE, SERIES 2007 RATE OF INTEREST MATURITY DATE DATE OF ISSUE As provided in, Schedule 1 hereto, subject to adjustment as provided on Schedule 2 hereto August 1, 2010 --/ 2007 REGISTERED OWNER: SUNTRUST LEASING CORPORATION PRINCIPAL AMOUNT: NOT TO EXCEED SIX HUNDRED FIFTY THOUSAND 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. The aggregate principal amount of all outstanding Advances due under this Note shall not exceed $650,000. This Note is being issued in the aggregate principal amount not to exceed $650,000 to finance the interim costs of the acquisition, construction and equipping of additions, extensions and improvements to the Tradition Field and other tourism related projects within the County, and all costs incidental thereto (the "2007 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 87-77of the County, as amended, and other A-I " applicable provisions of law, and Resolution No. 07-_ duly adopted by the Board of County Commissioners on August --1 2007 (the "Resolution"), and pursuant to a Loan Agreement between the County and SunTrust Leasing Corporation, dated August --1 2007 (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. 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 the Fourth Cent Tourist Development Tax Revenues, the Fifth Cent Tourist Development Tax Revenues, and the 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 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 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. A-2 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 2007 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 all accrued but unpaid interest due 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 Note shall bear interest from the Initial Disbursement Date until payment of the entire outstanding principal amount due thereon. The Interest Rate on the Note shall equal 67% of the One-Month LIBOR rate plus 105 basis points. The Interest Rate shall be set two Business Days prior to the Initial Disbursement Date. Interest on the Note shall be calculated using a 360-day year consisting of twelve 30-day months. Interest on the Note shall be paid semiannually on each Interest Payment Date, commencing February 1, 2008. The County may prepay the Note, in whole or in part, at anytime without penalty, in an amount equal to or greater than $50,000. 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. A-3 [Remainder of page intentionally left blank] A-4 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: Chair, Board of County Commissioners ATTEST: By: Clerk of the Circuit Court, ex-officio Clerk of the Board of County Commissioners A-5 SCHEDULES TO ST. LUCIE COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE NOTE, SERIES 2007 A-6 SCHEDULE 1 TERMS OF NOTE DEFINITIONS: For purposes of the 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 --,2007. "Interest Payment Date" means each February 1 and August 1, commencing February 1, 2008, through and including the Maturity Date. "Interest Rate" or "Rate of Interest" means 67% of the One-Month LIBNOR rate plus 105 basis points. The Interest Rate shall be set two (2) Business Days prior to the Initial Disbursement Date. Interest on the Note shall be calculated using a 360-day year consisting of twelve 30-day months. "LIBOR" means, as of any date, the London Interbank Offered Rate as of 11:00 AM., GMT, on such date as reported in the Wall Street Journal. "Maturity Date" means August 1, 2010. "One Month LIB OR" means the LIBOR rate designated "One Month" in the Wall Street Journal. "Prepayment Date" means any date of prepayment by the County of all or any portion of the Principal Amount. "Prime Rate" shall mean a rate of interest equal to the announced prime commercial lending rate per annum of the Bank. The Prime Rate is a reference rate for the information and use of the Bank in establishing the actual rate to be charged to the County. The Prime Rate is purely discretionary and is not necessarily the lowest or best rate charged any customer. The Prime Rate shall be adjusted from time to time without notice or demand as of the effective date of any announced change thereof. "Requisition" means a request for, an Advance submitted by the County to the Bank in substantially the form of Exhibit C to the Agreement. A-7 "Taxable Rate" means a rate equal to the Prime Rate times that percentage which after the Determination of Taxability will result in the same after-tax yield to the Registered Owner of the Note as before said Determination of Taxability. OTHER PROVISIONS: See Schedule 2 hereto. [Remainder of page intentionally left blank] A-8 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 Note shall be increased to the Taxable Rate, effective retroactively to the date on which the interest payable on the Note is includable for federal income tax purposes in the gross income of the Registered Owner thereof. In addition, the Registered Owner of the Note or any former Registered Owners of the 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 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 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 Note, or (ii) a determination by a court of competent jurisdiction that the interest payable on the 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 (Hi) the admission in writing by the County to the effect that interest on the Note is includable for federal income tax purposes in the gross income of the Registered Owner thereof. (ii) Adjustment of Interest Rate for Partial Taxability. In the event that interest on the Note during any period becomes partially taxable as a result of a Determination of Taxability applicable to less than all of the Note, then the interest rate on the 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 Note (expressed as a percentage); and (C) C equals the portion of the 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 Note or any former Registered Owner of the 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 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-9 (iii) Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate. In the event that the maximum effective federal corporate tax rate (the "Maximum Corporate Tax Rate") during any period with respect to which interest shall be accruing on the Note on a tax- exempt basis, changes from the Maximum Corporate Tax Rate then in effect, the interest rate on the 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 Note by a fraction equal to (l-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) Adjustment of Interest Rate for Other Changes Affecting After-Tax Yield. 50 long as any portion of the principal amount of the 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 Note or causes a reduction in yield on the Note (other than by reason of a change described above) to the Registered Owner or any former Registered Owners of the 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 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 Note) by reason of the ownership of the 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 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. A-I0 EXHIBIT B BANK'S COMMITMENT B-1 EXHIBIT B DESCRIPTION OF 2007 PROJECT' Description Estimated Costs $ Total $ * The above projects shall be substantially in accordance with the reports, plans and specifications filed with the County, and subject to Board determination to modify, delete from, or add to the foregoing projects from time to time, as shall be necessary or desirable in its discretion. B-1 EXHIBIT C FORM OF REQUISITION From: St. Lucie County, Florida To: SunTrust Leasing Corporation Date: -'- Requisition No.:_ Under the terms of the Not to Exceed $650,000 Tourist Development Tax Revenue Note, Series 2007, dated -,2007, and the Loan Agreement dated -,2007 by and between St. Lucie County, Florida (the "County") and SunTrust Leasing Corporation (the "Loan Agreement") related thereto, St. Lucie County hereby requests an Advance in the amount of $ (must be not less than $50,000) to be credited to the account of the County, account # on This Requisition is being made to finance 2007 Project Costs in accordance with the Loan Agreement. [The County hereby certifies that: (i) $ of the requested Advance shall be used to fund a Northern County Project; and (ii) such funds used for the Northern County Project shall be repaid solely from the Fourth Cent Tourist Development Tax and the Limited Fifth Cent Tourist Development Tax Revenues.] The amount of this Advance, plus all Advances made on the Loan to date, less any Advances or portions thereof that have been repaid, is equal to $ , which is less than $650,000. All undefined capitalized terms used herein shall have the meanings ascribed thereto in the Loan Agreement. ST. LUCIE COUNTY, FLORIDA By: Authorized County Representative C-l