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HomeMy WebLinkAbout02-240RESOLUTION NO. 02-240 A RESOLUTION APPROViNG THE EXECUTION AND DELIVERY OF A MODIFICATION AGREEMENT WITH RESPECT TO THE COUNTY'S SPECIAL IMPROVEMENT TERM NOTE, SERIES 2001 (MSBU LOAN BANK OF AMERICA FACILITY), AND RELATED TERM LOAN AGREEMENT; 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, Florida Statutes, and other applicable provisions of law. Section 2. Findings. It is hereby found, determined and declared by the Board of County Commissioners ("Board") of St. Lucie County, Florida ("County"), as follows: A. The County has heretofore entered into that certain Term Loan Agreement with Bank of America, N.A. ("Bank"), as a means of providing interim and permanent financing for various municipal services benefit unit projects in the County. B. In connection with the conversion of certain interim loans to permanent loans under the Term Loan Agreement, the Bank has requested that the County agree to certain modifications to the provisions of the Term Loan Agreement. C. The County's Financial Advisor, William R. Hough & Co., has advised the County that these proposed modifications are in the best interests of the County in order to preserve the County's ability to draw funds under the provisions of the Term Loan Agreement. Section 3. Approval of Modification Agreement. The provisions of the Modification Agreement, in substantially the form attached hereto as Exhibit A, are hereby approved, and the proper officers of the County are hereby authorized and directed to execute the Modification Agreement on behalf of the County and to deliver an executed original thereof to the Bank. Section 4. Effective Date. This resolution shall take effect immediately upon its adoption. Passed And Adopted this 24~ day of September 2002, at a regular meeting duly called and held. (SEAL) Cler~ o~e Ckc~t ~3x-offi~o Clerk of the Bo~d ST. LUCITE COUNTY, FLORFDA Chairman of tl~Board of CounU Commissioners APPROVED AS TO FORM AND CORRECTNESS: County ttomey 2 9104vl/28902-00096/R-MODIFY LOAN AGREE EXHIBIT A MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT is made and entered into by and between St. Lucie County, Florida, a political subdivision of the State of Florida ("County") and Bank of America, N.A., a national banking association ("Bank"), as of this 24th day of September 2002. Whereas, the County and the Bank have previously entered into that certain Term Loan Agreement, dated September 24, 2001 ("Loan Agreement"); and Whereas, it is necessary and desirable that certain provisions of the Loan Agreement be modified in order to reflect circumstances which have changed since the Loan Agreement was originally executed and to make certain editorial corrections to the Loan Agreement; now, therefore, THE COUNTY AND THE BANK agree as follows: Section 1. Amendments To Loan Agreement. The Loan Agreement is hereby amended in the following respects: A. A new definition "Anniversary Date" is added to Section 1 of the Loan Agreement to read as follows: "Anniversary Date" with respect to an Advance means the same day of the same month in the year immediately succeeding the year in which the Advance is made (e.g., the Anniversary Date of an Advance made on September 24, 2001, is September 24, 2002)". B. The definition of"Disbursement Date" in Section 1 of the Loan Agreement is hereby amended to read as follows: "Disbursement Date" means any date on which proceeds of the Loan are disbursed to the County; provided that the Disbursement Date for any Advance shall not be later than September 20, 2005". C. The definition of "Payment Date" in Section 1 of the Loan Agreement is hereby amended to read as follows: "Payment Date" means, with respect to each Advance, the Anniversary Date, unless extended for one year as provided in the MSBU Note, in which case the date one year after the Anniversary Date. 3 9104vl/28902-00096/R-MODIFY LOAN AGREE D. The definition of "Principal Amount" in Section 1 of the Loan Agreement is hereby amended to read as follows: "Principal Amount" means the aggregate amount of all Advances made hereunder and outstanding at any one time, which shall at no time exceed the principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000)". Section 2. Amendments to MSBU Note and Loan Agreement. The MSBU Note, dated September 24, 2001, numbered R-I, and the remaining provisions of the Loan Agreement shall be deemed to be amended to the extent necessary to accord with the amendments set forth in Section 1 above. Section 3. Remaining Provisions Unaffected. The remaining provisions of the Loan Agreement shall be deemed to be unchanged and shall remain in full force and effect. 4 9104v [/25902-00096/R.-MODIF Y LOAN AGREE IN WITNESS WHEREOF, the Bank and the County have executed this Modification Agreement as of the date and year first above written. (SEAL) ST. LUCIE COUNTY, FLORIDA By: Chairman of the Board of County Commissioners ATTEST: By:. Clerk of the Circuit Court, ex-officio Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: County Attorney BANK OF AMERICA, N.A. By: Title: 5 9104vI/28902-00096/R-MODIFY LOAN AGKEE