HomeMy WebLinkAbout02-203RESOLUTION NO. 02-203
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST.
LUC1E COUNTY, FLORIDA, AUTHORIZING THE ACQUISITION AND
CONSTRUCTION OF BUILDINGS AND RELATED FACILITIES AT THE ST.
LUCIE COUNTY FAIRGROUNDS; PROVIDING FOR THE BORROWING OF
NOT TO EXCEED $1,510,000 TO FINANCE THE COST THEREOF FROM
WACHOVIA BANK, NATIONAL ASSOCIATION; PROVDING FOR THE
ISSUANCE OF A $1,510,000 IMPROVEMENT REVENUE BOND, SERIES
2002B (FAIRGROUNDS PROJECT), AS EVIDENCE OF THE COUNTY'S
OBLIGATION TO REPAY SUCH AMOUNT; PROVIDING FOR THE
PAYMENT OF THE BOND AND THE EXECUTION AND DELIVERY OF A
LOAN AGREEMENT BETWEEN TIKE COUNTY AND THE BANK
CONTAINING TERMS AND CONDITIONS RELATING TO SUCH LOAN;
COVENANTING TO BUDGET AND APPROPRIATE FROM NON-AD
VALOREM REVENUES AMOUNTS NECESSARY TO PAY THE PRINCIPAL
OF AND INTEREST ON SUCH BOND; AUTHORIZING FURTHER OFFICIAL
ACTION IN CONNECTION WITH THE DELIVERY OF THE BOND AND THE
LOAN AGREEMENT; AND PROVDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE
COUNTY, FLOP_IDA:
Section 1. Authority for this Resolution. This Resolution is adopted pursuant to the
provisions of the Act.
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 number
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, Florida Statutes as amended, Ordinance No. 87-77 of the
County, as amended, and other applicable provisions of law.
"Bank" means Wachovia Bank, National Association.
"Board" means the Board of County Commissioners, as the goveming body of the Cotmty.
"Bond" means the Improvement Revenue Bond, Series 2002B (Fairgrounds Project), of the
County, which shall be in substantially the form attached to the Loan Agreement as Exhibit A, with
such modifications and changes thereto as shall be approved by the Chairman, upon the advice of
the County Attorney, such approval to be evidenced by the Chairman's execution thereof.
"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 St. Lucie County, Florida, or, in the Clerk's
absence, any Deputy Clerk.
"County" means St. Lucie County, Florida, a political subdivision of the State of Florida.
"County Administrator" means the County Administrator of the County.
"Covenant" means the covenant to budget and appropriate moneys to pay the Bond
contained in Section 10 of the Loan Agreement.
"Loan" means the advance of moneys from the Bank to the County pursuant to the Loan
Agreement.
"Loan Agreement" means the Loan 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 and changes thereto as shall be approved by the Chairman, upon the advice of
the County Attorney, such approval to be evidenced by the Chairman's execution thereof.
"Paying Agent" means the Clerk of the Circuit Court of the County.
"Project" means the acquisition and construction of buildings and related facilities at the St.
Lucie County Fairgrounds, and all costs incidental thereto.
"Proposal" means the proposal submitted to the County by the Bank, dated September 13,
2002.
"Project Costs" means all or a portion of the cost of undertaking the 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 Project; reimbursement to the
County for any sums heretofore expended for the foregoing purposes to the extent permitted under
the Code; and such other costs and expenses as may be necessary or incidental to the financing of
the Project.
Section 3. Findings. It is hereby found, declared, and determined by the Board:
(A) It is necessary and desirable and in the best interests of the health, safety and
welfare of the County and its inhabitants that the County undertake the Project. The County is
authorized pursuant to the provisions of the Act to undertake the Project.
(B) The County is without adequate, currently available funds to pay Project Costs,
and it is necessary and desirable and in the best interests of the County that it borrow the moneys
9087V 1/28902410113/R-AUTH FAIRGROUNDS
2
necessary for the Project. The County is authorized pursuant to the provisions of the Act to
borrow moneys necessary to pay the Project Costs.
(C) The County has requested and received proposals from various lending
institutions in connection with the Project, and, based upon the advice of the William R. Hough
& Co., Financial Advisor to the County, has determined that it is in the best interests of the
County that the Proposal submitted by the Bank be accepted.
(D) It is necessary and desirable and in the best interests of the County that it enter
into the Covenant to secure repayment of the Loan.
(E) It is necessary and desirable and in the best interests of the County to authorize
and approve the execution and delivery of the Loan Agreement and the Bond, and the taking of
all other action in connection with the consummation of the Loan.
(F) The County does not reasonably expect in the calendar year ending December 31,
2002, to issue more than $10 million principal amount of debt the interest on which is excluded
from gross in come under Section 103 of the Code, and, therefore, is entitled to designate the Bond
as a "qualified tax-exempt obligation" pursuant to Section 265(b)(3)(B) of the Code.
Section 4. Authorization Of Bond; Designation Under Code Section 265. Subject and
pursuant to the provisions hereof and in accordance with the provisions of the Loan Agreement and
the Proposal, the issuance by the County of its Improvement Revenue Bond, Series 2002B
(Fairgrounds Project), in a principal amount of One Million Five Hundred Ten Thousand Dollars
($1,510,000) 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 Proposal, and to be
secured solely by the Covenant, is hereby authorized. The Bond is hereby designated a "qualified
tax-exempt obligation" pursuant to Section 265(b)(3)(B) of the Code
Section 5. Approval of Proposal. The acceptance of the Proposal on the recommendation
of William R. Hough & Co., Financial Advisor to the County, is hereby ratified and confirmed. The
Proposal is hereby accepted. The County Attorney and Bond Counsel, are hereby authorized and
directed to proceed to prepare the necessary documents to consummate the Loan.
Section 6. Approval of Form of Loan Agreement and Bond. The Loan Agreement
and the Bond are hereby approved, and the Chairman and Clerk are hereby authorized to execute
and deliver the Loan Agreement and the Bond to the Bank upon receipt by the County of the
proceeds of the Loan.
Section 7. Authorization of Other Action. The Chairman, the Clerk, the County
Administrator, the Management and Budget Director, and the County Attorney are each designated
agents of the County in connection with the execution and delivery of the Loan Agreement and the
Bond 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 Loan Agreement and
9087V 1/28902-00113/R-AIJTH FAIRGROUNDS
the Bond to the Bank, including, but not limited to, the making of modifications to the Loan
Agreement and the Bond to conform the provisions thereof to the provisions of the Proposal.
Section 8. Application of Proceeds of Loan. The proceeds of the Loan shall be applied
solely to the payment of Project Costs.
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 any one 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 fi.om the remaining covenants, agreements or provisions, and in no
way affect the validity of all other provisions of this resolution or of the Bond or the Loan
Agreement delivered hereunder.
Section 11. Amendment. This resolution may not be amended or repealed except with the
prior written consent of the Bank.
Section 12. Effective Date. This resolution shall take effect immediately upon its
adoption.
9087V 1/28902-00113/R-ALITH FAIRGROUNDS
4
Passed and Adopted this 15th day of October 2002, at a regular meeting duly called and
held.
(SEAL)
Clerk of th~ C~x-oC~icio
Clerk of the Board
ST. LUCIE COUNTY, FLORID~C-,
By.
APPROVED AS TO FORM AND
C°unty~Att°mey
9087V 1/289024)O113/R-AUTH FAIRGROUNDS
EXHIBIT A
FORM OF LOAN AGREEMENT
9087VI/28902 00113/R-AUTH FAIRGROUNDS
A-1
TERM LOAN AGREEMENT
between
ST. LUC~ COUNTY, FLORIDA
and
WACHOVIA BANK, NATIONAL ASSOCIATION
Dated October 17, 2002
Relating to
St. Lucie County, Florida
$1,510,000
Improvement Revenue Bond, Series 2002B
(Fairgrounds Project)
8943v 1/28902-00001/A-LOAN AGREE FAIRGROUNDS
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS ........................................................................................................................ 1
SECTION 2. INTERPRETATION ............................................................................................................... 4
SECTION 3. THE LOAN ............................................................................................................................ 4
SECTION 4. DESCRIPTION OF BOND ..................................................................................................... 4
SECTION 5. EXECUTION OF BOND ........................................................................................................ 5
SECTION 6. REGISTRATION AND TRANSFER OF BOND ................................................................... 5
SECTION 7. BOND MUTILATED, DESTROYED, STOLEN OR LOST .................................................. 6
SECTION 8. FORM OF BOND ................................................................................................................... 6
SECTION 9. SECUR1TY FOR BOND; BOND NOT DEBT OF THE COUNTY ....................................... 6
SECTION 10. COVENANTS OF THE COUNTY ....................................................................................... 7
SECTION 11. REPRESENTATIONS AND WARRANTIES ...................................................................... 8
SECTION 12. CONDITIONS PRECEDENT ............................................................................................... 9
SECTION 13. NOTICES ............................................................................................................................. 9
SECTION 14. EVENTS OF DEFAULT DEFINED ................................................................................... 10
SECTION 15. REMEDIES ........................................................................................................................ 11
SECTION 16. NO RECOURSE ................................................................................................................. 11
SECTION 17. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS ............................ 11
SECTION 18. AMENDMENTS, CHANGES AND MODIFICATIONS ................................................... 11
SECTION 19. BINDING EFFECT ............................................................................................................ 11
SECTION 20. SEVERABILITY ................................................................................................................ 11
SECTION 21. EXECUTION IN COUNTERPARTS ................................................................................. 12
SECTION 22. APPLICABLE LAW .......................................................................................................... 12
8943v 1/289024~00 I/A-LOAN AGREE FAIRGROUNDS
This TERM LOAN AGREEMENT is made and entered into as of October 17, 2002, by and
between ST. LUCIE COUNTY, FLORIDA (the "County"), and WACHOVIA BANK,
NATIONAL ASSOCIATION (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 Project hereinafter
described, and that the Project will serve public purposes of the County; and
Whereas, the County has determined that it is without adequate currently available funds to
pay the Project Costs and that it will be necessary that fimds be made available to the County in
order to undertake the Project; and
Whereas, pursuant to the Proposal, a copy of which is attached hereto as Exhibit B, the
Bank has proposed to lend the County the aggregate principal amount of $1,510,000 to finance the
Project Costs; and
Whereas, 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 issue and deliver the Bond to the
Bank as evidence of its obligation to repay the Loan and to enter into the Covenant to secure the
obligation of the County to repay the principal of and interest on the Bond when due and to make
the other payments provided for herein; and
Whereas, the obligation of the County to repay principal of and interest on the Bond will
not constitute a general obligation or indebtedness of the County as a "bond" within the meaning of
any provision of the Constitution of the State, but shall be and is hereby declared to be a special,
limited obligation of the County, secured solely by the Covenant in the manner provided herein; and
Whereas, the County is not authorized and cannot be compelled to levy taxes on any
property of or in the County to pay the principal of or interest on the Bond or to make any other
payments provided for herein; and furthermore, neither the Bond nor the interest thereon shall be or
constitute a lien upon the Project 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. 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
County, as amended, and other applicable provisions of law.
"Authorized County Representative" means the County Administrator or his designee.
8943v 1/28902-0OO0 I/A-LOAN AGREE FAIRGROUNDS
"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 Wachovia Bank, National Association, a national banking association, with
offices located at 1950 Hillsboro Boulevard, 2nd Floor, Deerfield Beach, Florida 33442.
"Board" means the Board of County Commissioners of the County, as the governing body
of the County.
"Bond" means the Improvement Revenue Bond, Series 2002B (Fairgrounds Project), of the
County, substantially in the form attached hereto as Exhibit A.
"Bond Counsel" means Squire, Sanders & Dempsey L.L.P.
"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.
"County" means St. Lucie County, Florida.
"County Administrator" means the County Administrator, as the chief operating officer of
the County.
"Covenant" means the covenant of the Board to budget and appropriate funds to pay the
Bond and the interest thereon, as set forth in Section 10(A) hereof.
"Default" means an Event of Default as defined and described in Section 14 hereof.
"Disbursement Date" means October 17, 2002, or such other date on which proceeds of the
Loan are disbursed to the County.
"Fiscal Year" means the period from each October 1 to the succeeding September 30.
"Interest Rate" means the annual interest rate of percent ( %), subject
to adjustment as provided in Schedule 1 to the Bond.
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8943v 1/28902-0000 I/A-LOAN AGIll~E FAIRGROUNDS
"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.
"Maturity Date" means the date on which the final principal payment on the Bond, together
with accrued interest, is due as shown on Exhibit A hereto.
"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) not restricted by law so as to be
unable to be applied to pay the principal of and interest on the Bond.
"Paying Agent" means the Clerk of the Circuit Court of the County.
"Payment Date" means the dates on which principal off and/or interest on, the Bond is
payable, as shown on Exhibit A, hereto.
"Person" or words importing persons, means firms, associations, parmerships (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 Non-Ad Valorem Revenues budgeted, appropriated and
deposited into the Sinking Fund pursuant to the Covenant.
"Prepayment Date" means any date of prepayment of the principal of the Bond by the
County, whether in whole or in part.
"Principal Amount" means One Million Five Hundred Ten Thousand Dollars ($1,510,000).
"Project" means the acquisition and construction of buildings and related facilities at the St.
Lucie County Fairgrounds substantially as identified on Exhibit C hereto.
"Project Costs" means all or a portion of the cost of undertaking the 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 Project; reimbursement to the
County for any sums heretofore expended for the foregoing purposes to the extent permitted under
the Code; and such other costs and expenses as may be necessary or incidental to the financing of
the Project.
"Proposal" means the proposal submitted to the County by the Bank, dated September 23,
2002.
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8943v 1/28902414100 I/A-LOAN AGREE FAIRGROUNDS
"Register" means the books maintained by the Registrar in which are recorded the name and
address of the Registered Owner of the Bond.
"Registered Owner" means the person in whose name the ownership of the Bond is
registered on the books maintained by the Registrar. The Registered Owner shall initially 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.
"Resolution" means Resolution No. 02-203, adopted by the Board on October 15, 2002, and
all resolutions amendatory thereof and supplemental thereto
"Sinking Fund" means the fund created pursuant to Section 9 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 propose set forth herein
and to sustain the validity hereofi
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 by the
Bank to the County by deposit of the principal amount thereof to or for the order of the County by
2:00 p.m. on the Disbursement Date in immediately available funds.
Section 4. Description of Bond. The obligation of the County to repay the Loan shall be
evidenced by the Bond. The Bond shall be dated as of the Disbursement Date; shall mature as set
forth therein; shall be in registered form; and shall bear interest fi:om its date until payment of the
principal amount thereof, at the Interest Rate. Interest shall be payable as set forth on Exhibit A,
calculated on the basis of a 360-day year consist'mg of twelve 30-day months, at the Interest Rate
shown on Exhibit A hereto. The Bond may be prepaid in whole or in part prior to maturity upon the
terms and conclitions contained in the Bond.
4
8943v 1/28902-00001/A-LOAN AGREE FAIRGROUNDS
Section 5. Execution of Bond. The Bond 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 Bond may be signed and sealed on behalf of the County by any
person who at the actual time of the execution of the Bond shall hold the appropriate office in the
County, although at the date thereof the person may not have been so authorized. The Bond 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 Bond. The Bond shall be and shall have all the
qualities and incidents of a negotiable instmmeut under the Uniform Commercial Code-Investment
Securities Laws of the State of Florida, and each Registered Owner, in accepting the Bond, shall be
conclusively deemed to have agreed that such Bond 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 the Bond 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 Bond for all purposes, whether or not the Bond shall be overdue, and any notice to the
contrary shall not be binding upon the County or the Registrar.
Ownership of the Bond may be transferred only upon the Register. Upon surrender to the
Registrar for transfer or exchange of the Bond 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 Bond of the same maturity,
interest rate and amortization schedule and in the remaining principal amount of the Bond
surrendered.
The Bond 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 atter the first such
exchange or transfer following the delivery of such Bond. 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 Bond shall be delivered.
Thc new Bond delivered upon any transfer or exchange shall be a valid obligation of the
County, evidencing the same debt as the Bond 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
Bond surrendered.
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8943v [/28902-00001/A-LOAN AG P~EE FAIRGROUNDS
Whenever the Bond shall be delivered to the Registrar for cancellation, upon payment of the
principal amount thereof, or for replacement, transfer or exchange, such Bond 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. Bond Muffiated, Destroyed, Stolen or Lost. In case the Bond 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 Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in lieu of or
substitution for the Bond, if any, destroyed, stolen or lost, or in exchange and substitution for such
mutilated Bond, upon surrender of such mutilated Bond, if any, to the Registrar and the cancellation
thereof; provided however, if the Bond shall have matured or be about to mature, instead of issuing
a substitute Bond, the County may pay the same, upon being indemnified as aforesaid, and if such
Bond be lost, stolen or destroyed, without surrender thereof. Any Bond surrendered under the terms
of this Section 7 shall be cancelled by the Registrar.
Any such new Bond 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 Bond, the lost, stolen
or destroyed Bond be at any time found by anyone, and such new Bond shall be entitled to equal
and proportionate benefits and rights as to security for payment to the same extent as the Bond
originally issued hereunder.
Section 8. Form of Bond. The Bond shall be in substantially the form of Exhibit A hereto,
with such variations, omissions and insertions as may be necessary, desirable and authorized or
permitted by this Loan Agreement.
Section 9. Security for Bond; Bond not Debt of County. The payment of the principal of
and interest on the Bond shall be secured forthwith solely by a lien upon and pledge of the Pledged
Revenues. The principal of and interest on the Bond shall not constitute a general obligation or
indebtedness of the County, and the Registered Owner shall never have the right to or compel the
levy of taxes upon any property of or in the County for the payment of the principal of and interest
on the Bond. The Bond shall not be secured by, nor constitute, a lien upon the Project or upon any
real or tangible personal property of or in the County, but shall be secured solely by the Pledged
Revenues in the manner provided herein.
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8943v 1/2890241000 I/A-LOAN AGREE FAIRGROUNDS
There is hereby created and established an "Improvement Revenue Bond, Series 2002B
(Fairgrounds Project) Sinking Fund', which shall be maintained on the books of the County as a
separate account (but need not be mainta'med as a separate bank or deposit account). On or before
each Payment Date, the County will, pursuant to the Covenant, deposit into the Sinking Fund from
Non-Ad Valorem Revenues amounts sufficient to pay the principal and interest due on the Bond on
such Payment Date. Moneys in the Sinking Fund shall be used only to pay principal of and interest
on the Bond (including any Breakage Fee) and for no other purpose.
Section 10. Covenants Of The County. Until the principal of and interest on the Bond
shall have been paid in full or until provision for payment of the Bond shall have been made in
accordance with the provisions of this Loan Agreement, the County covenants with the Registered
Owner of the Bond as follows:
A. Covenant to Budget and Appropriate. The County will budget and appropriate in
each Fiscal Year from Non-Ad Valorem Revenues amounts sufficient to provide for the timely
payment of the principal of and interest on the Bond. The County will include in its annual budget,
by amendment if necessary, such amounts of Non-Ad Valorem Revenues as shall be needed in
order to provide for payment of the principal of and interest on the Bond, when due. The obligation
of the County under this Covenant shall be deemed to be junior and subordinate to any lien upon
any specific source of Non-Ad Valorem Revenues, whether now existing or hereafter created, and
shall not be deemed to preclude the County fi'om hereafter pledging any specific source of Non-Ad
Valorem Revenues to secure the payment of any debt or obligation of the County hereafter issued,
so long as such future issuance will not have the effect of impairing the obligation of the County
under this Loan Agreement and the Bond or of making unavailable sufficient amounts of reasonably
anticipated Non-Ad Valorem Revenues to make timely payment of the principal of and interest on
the Bond.
B. Payments. The County will make timely payments of all principal and interest on
the Bond on each Payment Date by wire transfer to the Bank.
C. Financial Statements. Not later than 180 days following the end of each Fiscal Year,
the County will provide the Bank a copy of its audited general purpose financial statements or, if
prepared, the Comprehensive Annual Financial Report of the County.
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 for each
Fiscal Year within 30 days of adoption thereof by the Board, (ii) a copy of the County's capital
Improvement plan, and (iii) such other public information as the Bank may reasonably request.
E. Tax Compliance. The County will take all actions necessary to maintain (1) the
exclusion from gross income for proposes of the Code of interest on the Bond to the same extent as
on the date of issuance of the Bond, and (2) the status of the Bond as a "qualified tax-exempt
obligation" under the provisions of Section 265(b)(3)(B) of the Code.
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8943vl/28902-OOOOl/A-LOAN AGREE FAIRGROUNDS
F. Coverage. While the Bond is outstanding and unpaid, the average of the Non-Ad
Valorem Revenues (excluding amounts necessary for payment for services and programs affecting
the health, safety and welfare of County residents or payments mandated by applicable law) for the
two most recent Fiscal Years of the County must always equal or exceed one and one-half times
(1.5x) the annual debt service payments on all outstanding and proposed debt secured by all or any
specified portion of Non-Ad Valorem Revenues. The County will certify annually to the Bank its
compliance with this requirement.
G. Other Covenants. The County shall comply with such additional covenants as may
be required by the Bank pursuant to its Proposal 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 A~eement 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 Bond in
accordance with their respective terms. This Loan Agreement and the Bond 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 enfomement 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. The County does not expect to issue more than $10 million in debt the
interest on which is excluded from gross income under the Code during the calendar year ending
December 31, 2002, and has designated the Bond as a "qualified tax-exempt obligation" under the
provisions of Section 265(b)(3)(B) of the Code.
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 Bond when due. The Non-
Ad Valorem Revenues are estimated to be sufficient to pay the principal of and interest on the Bond
as the same becomes due. The County will 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 Bond to the extent not paid from some other source; provided that the
County shall not be required to maintain any specific program or provide any particular services that
may be a source of Non-Ad Valorem Revenues.
D. Financial Statements. The financial statements of the County for the Fiscal Year
ended September 30, 2001, 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 (including, without limitation,
the Non-Ad Valorem Revenues), properties or operations of the County.
8
8943v 1/28902-0000 I/A-LOAN AGREE FAIRGROUNDS
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 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 Bond,
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 corporate existence of the County; (2) the due adoption of the
Resolution; (3) the due authorization and execution of this Loan Agreement and the Bond and the
related £mancing documents; and (4) the absence of litigation against the County relating to its
existence or powers, or the proceedings for the authorization and issuance of the Bond and the
collection and application of the Pledged Revenues, in form and substance satisfactory to the Bank.
D. Opinion of Bond Counsel. The Bank shall have received an approving opinion of
Bond Counsel or, alternatively, a letter f~om Bond Counsel authorizing the Bank to rely on the
approving opinion of Bond Counsel delivered to the County in respect to the Bond to the same
extent as if such opinion were addressed to the Bank.
E. Representations and Warranties; No Default. The representations and warranties
made by the County herein shall be tree and correct in all material respects on and as of the
Disbursement Date, as if made on and as of such date; no Default shall have occurred and be
continuing as of the Disbursement Date or will result t~om 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:
St. Lucie County, Florida
County Administration Building
2300 Virginia Avenue
Fort Pierce, Florida 34982
Attention: County Administrator, with a required copy to
the County Attorney at the same address
Wachovia Bank, National Association
9
8943v 1/28902-0~00 I/A-LOAN AGREE FAIRGROUNDS
1950 Hillsboro Boulevard, 2nd Floor
Deerfield Beach, Florida 33442
Attention: Government Banking
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), any one or more of the following events:
A. Failure by the County to make any payment of principal of or interest on the Bond
within three (3) days of the applicable Payment Date.
B. Failure by the County to include in its annual budget or to appropriate and deposit
into the Sinking Fund the amounts required to pay the principal of and interest on the Bond in the
Fiscal Year to which the annual budget relates.
C. 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;
D. 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
comphance with or in reference to this Loan Agreement which is false or misleading in any material
adverse respect;
E. Payment default by the County on other debt secured by Non-Ad Valorem Revenues
or by a covenant to budget and appropriate from Non-Ad Valorem Revenues.
F. 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;
G. 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
H. 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,
10
8943v 1/28902-00001/A-LOAN AGREE FAIRGROUNDS
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.
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 ail 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 Bond. 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 the Bond or of this Loan Agreement, and the Bank
waives its right to trial by jury in any such proceedings.
In addition, upon the occurrence of an Event of Default described in paragraphs F, G or H,
of Section 14, and upon the occurrence of any other Event of Default and thirty (30) days notice
to the County by the Bank, the principal of and interest on the Bond shall immediately become
due and payable.
Any amount due hereunder not paid when due shall bear interest at a default rate equal to
the Interest Rate plus 3% per annum.
Section 16. No Recourse. No recourse shall be had for the payment of the principal of and
interest on the Bond or for any claim based on the Bond or on this Loan Agreement against any
present or former member or officer of the Board or any person executing the Bond.
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 shail accrue at the applicable rate to and including thc date of such payment.
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.
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.
0
I1
8943v 1/28902-0000 UA-LOAN AGREE FAIRGROUNDS
Section 21. Execution In Counterparts. This Loan Agreement may be simultaneously
executed in several counterparts, each of which shall be an original and all o£ 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
ATTEST:
By:.
Clerk of the Circuit Court,
ex-officio Clerk of the
Board of County Commissioners
APPROVED AS TO FORM AND
CORRECTNESS:
County Attorney
WACHOVIA BANK, NATIONAL ASSOCIATION
By:.
Title:
12
8943vl/28902-0000 I/A-LOAN AGREE FAIRGROUNDS
EXHIBIT A
FORM OF BOND
No. R-1
ST. LUCIE COUNTY, FLORIDA
IMPROVEMENT REVENUE BOND, SERIES 2002B
(FAIRGROUNDS PROJECT)
$1,510,000
RATE OF INTEREST
Subject to adjustment as set
forth in Schedule 1 hereto
MATURITY DATE
September 1, 2017
DATE OF ISSUE
Octoberl7,2002
REGISTERED OWNER: Wachovia Bank, National Association
PRINCIPAL AMOUNT: One Million Five Hundred Ten 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 September 1, 2003, and on each
September 1 thereafter, to and including the Maturity Date specified above, the installments of the
above Principal Amount, as shown on Schedule 2 attached hereto and forming a part hereof (the
"Schedule"), and to pay solely from such funds interest thereon from the date of this Bond or from
the most recent date to which interest has been paid, whichever is applicable, until payment of such
Principal Amount, interest at the Rate of Interest shown above, such interest being payable semi~
annually on each March 1 and September 1 (an "Interest Payment Date") commencing March 1,
2003, with all unpaid interest being due on the Maturity Date, by wire transfer in accordance with
written instructions delivered by the Registered Owner to the County or by such other medium
acceptable to the County and to such Registered Owner. The principal of, premium, if any, and
interest on this Bond 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.
The County may prepay this Bond at any time by paying to the Registered Owner the
outstanding principal balance of the Bond together with accrued interest to the date of prepayment
and the Breakage Fee, if any, determined as set forth in Schedule 3 hereto.
A-1
8943v 1/28902-00001/A-LOAN AGKEE FAIRGROUNDS
This Bond is issued to finance the costs of the acquisition and construction of buildings and
related facilities at the St. Lucie County Fairgrounds ("the Project"), under the authority of and in
full compliance with the Constitution and Statutes of the State of Florida, including particularly
Chapter 125, Florida Statutes, as amended, Ordinance No. 87-77 of the County, as amended, and
other applicable provisions of law, and Resolution No. 02-203, duly adopted by the Board of
County Commissioners (the "Board") on October 15, 2002 (the "Resolution"), and pursuant to a
Loan Agreement between the County and Wachovia Bank, National Association, dated October 17,
2002 (the "Loan Agreement"), to which reference should be made to ascertain those terms and
conditions.
This Bond 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 Resolution and the Loan
Agreement.
The principal of and interest on this Bond do not constitute a general obligation or
indebtedness of the County, and the Registered Owner shall never have the right to require or
compel the levy of taxes on any property of or in the County for the payment of the principal of and
interest on this Bond. The principal of and interest on this Bond are not secured by a lien upon the
Project, or upon any real or tangible personal 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 Bond 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 Bond or of the Loan Agreement,
and the Registered Owner, by its acceptance of this Bond, waives its right to trial by jury in any
such proceedings.
This Bond 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 Payment Date on the Bond 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 from moneys budgeted and appropriated pursuant to the Covenant all
costs of collection and enforcement hereof, including attorneys' fees (including fees incurred on
appeal).
A-2
8943v 1/28902-00001/A-LOAN AGREE FAIRGROUNDS
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 Bond, have been performed, exist and have happened in regular and due
form and time as so required.
IN WITNESS WHEREOF, St. Lucie County, Florida, has caused this Bond 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, hthographed or reproduced hereon, all as of the Date of Issue above.
(SEAr.)
ST. LUCIE COUNTY, FLORIDA
By:
Chairman,
Board of County Commissioners
ATTEST:
By:.
Clerk of the Circuit Court,
ex-officio Clerk of the
Board of County Commissioners
A-3
8943v 1/28902~0~0 I/A-LOAN AGREE FAIRGROUNDS
SCHEDULES TO
ST. LUCIE COUNTY, FLORIDA
IMPROVEMENT REVENUE BOND, SERIES 2002B
(FAIRGROUNDS PROJECT)
Schedule 1 -
Schedule 2 -
Schedule 3 -
Adjustments To Interest Rate In Certain Events
Amortization Schedule
Breakage Fee
8943v 1/28902-00i)0 I/A-LOAN AGREE FAIRGROUNDS
SCHEDULE 1
ADJUSTMENTS TO INTEREST RATE 1N CERTAIN EVENTS
The Interest Rate on this Bond shall be adjusted, as set forth below:
The Interest Rate is based on (a) the status of the Bond as a tax exempt obligation under
Section 103 of the Internal Revenue Code of 1986, as amended ("Code"); (b) the status of the
Bond as a "qualified tax-exempt obligation under the provisions of Section 265(b)(3)(B) of the
Code; (c) the laws in effect on the Date of Issue of the Bond; and (d) the maximum corporate
income tax rate in effect and applicable to the Registered Owner on the Date of Issue of the Bond.
If the Bond should be determined not to be (a) a tax-exempt obligation for purposes of
Section 103 of the Code, the Interest Rate will he adjusted retroactive to the date that such
determination became effective in order to preserve to the Registered Owner the after-tax yield
that the Registered Owner enjoyed on the Date of Issue of the Bond; (b) a "qualified tax-
exempt obligation" for purposes of Section 265(b)(3)(B) of the Code, the Interest Rate will be
adjusted retroactive to the date that such determination became effective to an Interest Rate that
is eighty percent (80%) of the 10-year US Dollar Swap Offering Rate plus 81 basis points. The
County will pay any additional amounts due as a result of the foregoing determinations and
shall also pay any additions to tax, penalties, any interest on the Bond, and any arrears in
interest resulting from such a determination.
If the (A) laws in effect or (B) the maximum corporate income tax rate in effect on the
Date of Issue of the Bond should change, the Registered Owner may adjust the Interest Rate
retroactive to the date of such change to the extent necessary to preserve to the Registered Owner
the after-tax yield that the Registered Owner enjoyed on the Date of Issue of the Bond.
If any amounts due on the Bond are in default, then the Interest Rate shall be adjusted to
an Interest Rate equal to the non-default Interest Rate plus three percent (3%) per annum.
Any additional interest, and any additions to tax, penalties and interest payable pursuant
to the preceding paragraphs shall be payable not later than the thirtieth (30th) day following the
date the Registered Owner notifies the County of the amount due, and thereafter, interest shall be
payable at such increased Interest Rate on the same dates interest would have otherwise been
payable. The adjustments provided for in this schedule and the obligation of the County to pay
any additional amounts hereunder shall survive the payment of the Bond until the expiration of
the statute of limitations applicable to the ability of the Internal Revenue Service to determine
that the Bond was not a tax-exempt obligation or not a "qualified tax-exempt obligation".
SCHEDULE 1-1
8943v 1/28902-00001/A-LOAN AGREE FAIRGROUNDS
SCHEDULE 2
ST. LUCIE COUNTY, FLORIDA
IMPROVEMENT REVENUE BOND, SERIES 2002B
(FAIRGROUNDS PROJECT)
AMORTIZATION SCHEDULE
Date Principal Interest Total P&I
03/01/2003
09/01/2003
03/01/2004
09/01/2004
03/01/2005
09/01/2005
03/01/2006
09/01/2006
03/01/2007
09/01/2007
03/01/2008
09/01/2008
03/01/2009
09/01/2009
03/01/2010
09/01/2010
03/01/2011
09/01/2011
03/01/2012
09/01/2012
03/01/2008
09/01/2008
03/01/2009
SCHEDULE 2-2
8943v 1/28902-00001/A-LOAN AGREE FAIRGROIONDS
SCHEDULE 3
ST. LUCIE COUNTY, FLORIDA
IMPROVEMENT REVENUE BOND, SERIES 2002B
(FAIRGROUNDS PROJECT)
BREAKAGE SCHEDULE
In addition to principal, interest and any other amounts due under this Bond, the
County shall on demand pay the Bank any "Breakage Fee" due hereunder for
each Break Event. "Break Evenf' means any voluntary or mandatory
prepayment or acceleration, in whole or in part, of principal of this Bond occurring
prior to the date such principal would, but for that prepayment or acceleration,
have become due ("Scheduled Due Date"). For each date on which a Break
Event occurs ("Break Date"), a Breakage Fee shall be due only if the rate under
"A" below exceeds the rate under "B" below and shall be determined as follows:
Breakage Fee = the Present Value of ((A-B)Xc) + LIBOR Breakage, where:
The rate per annum equal to the sum of (i) the bond equivalent yield (bid
side) of the U.S. Treasury security with a maturity closest to the Maturity
Date as reported by the Wall Street Journal (or other published source) on
the date the Interest Rate of this Bond was set ("Lock in Date"), plus (ii)
the corresponding swap spread of Bank on the Lock in Date for a fixed
rate payor to pay Bank the fixed rate side of an interest rate swap of that
maturity, plus (iii) .25%.
A rate per annum equal to the sum of (i) the bond equivalent yield (bid
side) of the U.S. Treasury security with a maturity closest to the Maturity
Date as reported by the Wall Street Journal (or other published source) on
the Break Date, plus (ii) the corresponding swap spread that Bank
determines another swap dealer would quote to Bank on the Break Date
for paying to Bank the fixed rate side of an interest rate swap of the
maturity.
The sum of the products of (i) each Affected Principal Amount for each
Affected Principal Period, times (ii) the number of days in that Affected
Principal Period divided by 360 (if this Bond uses the Actual/360
Computation) or the actual number of days in the year (if this Bond uses
the Actual/Actual Computation).
"Affected Principal Amounf' for an Affected Principal Period is the principal amount of
this Bond scheduled to be outstanding during that Affected Principal Period determined
as of the relevant Break Date before giving effect to the Break Event on that Break Date,
and for any prepayment, multiplying each such principal amount times the Prepayment
Fraction.
SCHEDULE 3-3
8943vl/28902-OOOOI/A-LOAN AGREE FAIRGROUNDS
"Affected Principal Pedod" is each period from and including a Scheduled Due Date to
but excluding the next succeeding Scheduled Due Date, provided that the first such
period shall begin on and includes the Break Date.
"LIBOR Breakage" is any additional loss, cost or expense that Bank may incur with
respect to any hedge for the fixed rate of this Bond based on the difference between the
London interbank offered rate (for U.S. dollar deposits of the relevant maturity) available
in the London interbank market at the beginning of the interest period in which the
Break Date occurs and that which is available in that market on the Break Date.
"Maturity Date" is the date on which the final payment of principal of this Bond would,
but for any Break Event, have become due.
"Prepayment Fraction" is a fraction equal to the principal amount being prepaid over the
principal amount of this Bond outstanding immediately prior to that prepayment on the
Break Date.
"Present Value" is determined as of the Break Date using "B" above as the discount rate.
In addition, a Break Event shall be deemed to occur hereunder if, on any date
("Borrowing Date") after the date hereof but prior to any acceleration of this Bond, any
advance of principal under this Bond is scheduled to be made and that advance fails to
be made on that Borrowing Date (whether due to Borrower's default, Borrower's failure
to borrow, the termination of any loan commitment, any unsatisfied condition precedent,
or otherwise), in which case that Borrowing Date shall be a Break Date, the Affected
Principal Amount for that Break Event shall be based on the amount of the failed
advance, and the Borrower shall on demand pay to the Bank any Breakage Fee due
hereunder for that Break Event.
Breakage Fees are payable as liquidated damages, are a reasonable pre-estimate of
the losses, costs and expenses Bank would incur in the event of any prepayment or
acceleration of this Bond, are not a penalty, will not require claim for, or proof of, actual
damages, and Bank's determination thereof shall be conclusive and binding in the
absence of manifest error. For any Break Event hereunder, the foregoing Breakage
Fee provisions supersede any breakage compensation agreement that Borrower and
Bank may have executed with respect to this Bond.
SCHEDULE 3-4
EXHIBIT B
BANK' S PROPOSAL LETTER
B-1
8943vl/28902-00001/A-LOAN AGKEE FAIRGROUNDS
EXHIBIT C
PROJECT COMPONENTS
B-1
8943v 1/28902-00001/A-LOAN AGREE FAIRGROUNDS