Loading...
HomeMy WebLinkAbout2007 02 26 Regular 300 Resolution Number 2007-11 Authorizing Extension of Maturity Date on Capital Improvement REvenue Note COMMISSION AGENDA ITEM 300 REGULAR February 26, 2007 Meeting MGR Authorization REQUEST: The City Manager Is Requesting That The City Commission Approve Resolution No. 2007-11, Authorizing The Extension Of The Maturity Date On The Capital Improvement Revenue Note, Series 2004 And Making Certain Amendments To The Loan Agreement; Authorize Changes To The List Of Capital Improvements Associated With This Note To Include The Senior Center Expansion And Therapy Pool; And Authorize Funding for Note. PURPOSE: The City Manager is requesting that the City Commission approve Resolution No. 2007 -11 and authorize changes to the list of Capital Improvements associated with this Note. CONSIDERATIONS: On February 12,2007, the City Commission authorized the City Manager to seek $750,000 of additional funding for the Senior Center Expansion and Therapy Pool. City Manager and staff have worked with PFM Asset Management LLC, SunTrust Bank and the firm of Akerman Senterfitt to amend the Capital Improvement Revenue Note, Series 2004 to extend the draw down period from February 28, 2007 to February 28, 2008 and extend the maturity date from June 1, 2018 to June 1, 2027. The attached Resolution No. 2007-11 memorializes these two changes. In addition, the list of projects authorized to be funded through the Capital Improvement Revenue Note, Series 2004 (line of credit) would need to be revised to: Parker Property Improvements Expansion of City Hall Expansion of Police Building New Public Works Facility Fire Truck Wincey Property Senior Center Expansion and Therapy Pool** **Addition Regular Agenda Item 300 February 26, 2007 Page 2 of 2 FUNDING: Funding for the $750,000 note would be paid back with funds from the General Fund through the budget and appropriation process which occurs each year. As a conservative measure, the loan has a maturity date of June 1, 2027 or a twenty (20) year pay back period with an annual repayment amount of approximately $60,000. It is anticipated that this loan would be paid back sooner than the twenty (20) year maturity as stated in the loan agreement. Currently, this note has a zero balance outstanding as the $600,000 previously drawn down has been paid in full. For Fiscal Year 2007, a principal and interest payment of approximately $30,000 would be payable. There is currently funding of $150,000 from the General Fund for the City Hall Expansion project that will not be fully utilized as the construction project has not begun. RECOMMENDA TION: The City Manager recommends that the City Commission approve Resolution No. 2007-11, authorize changes to the list of Capital Improvements to include the Senior Center Expansion and Therapy Pool and authorize the redirection of $30,000 from the 2007 Debt Service Fund (212-57210 interest payment) for the City Hall Expansion Project to the Series 2004 Capital Improvement Note Debt Service Fund (Fund 230-57110/57210 $20,000 principal and $10,000 interest payment) for the Senior Center Expansion and Therapy Pool project. ATTACHMENTS: Resolution 2007-11 COMMISSION ACTION: RESOLUTION NO. 2007-11 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA APPROVING THE EXTENSION OF THE MATURITY DATE OF THE CITY'S CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2004 AND MAKING CERTAIN AMENDMENTS TO THE LOAN AGREEMENT BY AND BETWEEN THE CITY AND SUNTRUST BANK, WHICH LOAN AGREEMENT SECURES THE PAYMENT OF DEBT SERVICE ON SAID NOTE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Winter Springs, Florida (the "City") on March 1,2004, issued its Capital Improvement Revenue Note, Series 2004 (the "Note"), which Note is secured by that certain Loan Agreement dated as of March 1, 2004 (the "Agreement"), by and between the City and SunTrust Bank (the "Bank"); and WHEREAS, the Agreement provides in Section 6.04 thereof that it may be amended or supplemented in a writing duly executed by the City and the Noteholders; and WHEREAS, the Bank as the sole Noteholder has agreed to execute and deliver the First Amendment to Loan Agreement in substantially the form attached hereto; and WHEREAS, the City Commission hereby determines that it is in the best interest of the City to make the amendments to the Note and the Agreement described below. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS: SECTION 1. EXTENSION OF MATURITY DATE OF NOTE AND APPROVAL OF ALLONGE. The Maturity Date of the Note is extended from June 1,2018, to June 1,2027. The City hereby authorizes the Mayor or his designee (collectively, the "Mayor") to execute and deliver, and the City Clerk or her designee (collectively, the "City Clerk") to attest, on behalf of the City, Allonge No.1 substantially in the form attached hereto as Exhibit A, which document memorializes such extension of the maturity date of the Note. SECTION 2. APPROVAL OF FIRST AMENDMENT TO LOAN AGREEMENT. The City hereby authorizes the Mayor or his designee (collectively, the "Mayor") to execute and deliver, and the City Clerk or her designee (collectively, the "City Clerk") to attest, on behalf of the City, the First Amendment to Loan Agreement substantially in the form attached hereto as Exhibit B. SECTION 3. INCONSISTENT RESOLUTIONS AND MOTIONS. All prior resolutions of the City inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and, except as so modified, supplemented and amended hereby, shall remain in full force and effect. {01123812;2} SECTION 4. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. Adopted this 26th day of February, 2007. CITY OF WINTER SPRINGS, FLORIDA [SEAL] By: Mayor, City of Winter Springs, Florida ATTEST: City Clerk, City of Winter Springs, Florida Approved as to form: City Attorney, City of Winter Springs, Florida {Ol123812;2} 2 EXHIBIT A ALLONGE NO.1 {Ol123812;2} ALLONGE NO.1 TO CITY OF WINTER SPRINGS, FLORIDA CAPIT AL IMPROVEMENT REVENUE NOTE, SERIES 2004 This Allonge No.1, dated as of February _,2007, is to be attached to and made a part of the City of Winter Springs, Florida Capital Improvement Revenue Note, Series 2004, dated March 1, 2004, consisting of one Note in the not exceeding principal amount of $2,500,000, bearing interest at a variable interest rate, subject to adjustment as therein provided, and maturing on June 1,2018 (the "Note"). The Note is held by SunTrust Bank. Effective as of the date hereof, all references in the Note to the Maturity Date being June 1,2018, shall be deemed to be amended to June 1,2027. CITY OF WINTER SPRINGS, FLORIDA [SEAL] By: Mayor, City of Winter Springs, Florida ATTESTED AND COUNTERSIGNED: City Clerk, City of Winter Springs, Florida SunTrust Bank, as the registered owner of the Note, hereby understands, acknowledges and consents to the forgoing. Date: February _, 2007 SUNTRUST BANK By: Name: Title: This Allonge No.1 shall be appended to and shall modify and amend and become a part of the Note. {OI123895;2} EXHIBIT B FIRST AMENDMENT TO LOAN AGREEMENT {OI123812;2} FIRST AMENDMENT TO LOAN AGREEMENT BETWEEN CITY OF WINTER SPRINGS, FLORIDA (THE "CITY") AND SUNTRUST BANK (THE "BANK") Dated as of February _, 2007 {OI123835;2} FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amended Agreement") dated as of February _, 2007, by and between CITY OF WINTER SPRINGS, FLORIDA (the "City") to SUNTRUST BANK, a Georgia banking corporation authorized to do business in Florida, and its successors (the "Bank"). WHEREAS, the City and the Bank have entered into that Loan Agreement, dated as of March 1, 2004 (the "Agreement"), in connection with the issuance of the City's Capital Improvement Revenue Note, Series 2004 (the "Note"); and WHEREAS, the City and the Bank have agreed to extend the maturity date of the Note from June 1,2018, to June 1,2027 (the "Extension"); and WHEREAS, in connection with the Extension it IS necessary to make certain amendments to the Agreement all as provided below; and WHEREAS, Section 6.04 of the Agreement provides that the Agreement may be amended in writing by the City and the Noteholder; and WHEREAS, the Bank hereby represents by execution hereof that it IS the sole Noteholder. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. All references in the Agreement including the exhibits thereto to the maturity date as June 1,2018, is amended to June 1,2027. SECTION 2. All references in the Agreement including the exhibits thereto to no Advance being made by the Bank subsequent to February 28, 2007, is hereby amended to provide that no Advance shall be made by the Bank subsequent to February 28, 2008. SECTION 3. The first sentence of the second paragraph of Section 3.03 of the Agreement is hereby amended to read as follows: Effective June 1, 2007, or on any Interest Payment Date subsequent thereto, the City may elect (the "Fixed Rate Option") by notifying the Bank in writing at least ten (10) days prior to such Interest Payment Date to convert the Note Rate applicable to some or all of the Outstanding Principal Balance of the Note to a fixed interest rate for the remaining term of the Note (the "Fixed Rate Period"). {OI123835;2} SECTION 4. The Agreement, as hereby amended, is in all respects ratified and confirmed, and this Amended Agreement shall be read, taken and construed as a part of the Agreement so that all of the rights, remedies, terms, conditions, covenants and agreements of the Agreement, except insofar as modified herein, shall apply and remain in full force and effect. SECTION 5. EFFECTIVE DATE. This Amended Agreement shall be effective as of the date first above written. CITY OF WINTER SPRINGS, FLORIDA [SEAL] By: Attest: Mayor, City of Winter Springs, Florida By: Clerk of the City of Winter Springs, Florida SUNTRUST BANK, as sole holders of the Note By: Authorized Signatory {Ol123835;2} 2 RESOLUTION NO. 2007-11 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA APPROVING THE EXTENSION OF THE MATURITY DATE OF THE CITY'S CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2004 AND MAKING CERTAIN AMENDMENTS TO THE LOAN AGREEMENT BY AND BETWEEN THE CITY AND SUNTRUST BANK, WHICH LOAN AGREEMENT SECURES THE PAYMENT OF DEBT SERVICE ON SAID NOTE; AND PROVIDING AN EFFECTIVE DATE. . WHEREAS, the City of Winter Springs, Florida (the "City") on March 1, 2004, issued its Capital Improvement Revenue Note, Series 2004 (the "Note"), which Note is secured by that certain Loan Agreement dated as of March 1, 2004 (the "Agreement"), by and between the City and SunTrust Bank (the "Bank"); and WHEREAS, the Agreement provides in Section 6.04 thereof that it may be amended or supplemented in a writing duly executed by the City and the Noteholders; and WHEREAS, the Bank as the sole Noteholder has agreed to execute and deliver the First Amendment to Loan Agreement in substantially the form attached hereto; and WHEREAS, the City Commission hereby determines that it is in the best interest of the City to make the amendments to the Note and the Agreement described below. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS: SECTION 1. EXTENSION OF MATURITY DATE OF NOTE AND APPROVAL OF ALLONGE. The Maturity Date of the Note is extended from June 1,2018, to June 1,2027. The City hereby authorizes the Mayor or his designee (collectively, the "Mayor") to execute and deliver, and the City Clerk or her designee (collectively, the "City Clerk") to attest, on behalf of the City, Allonge No.1 substantially in the form attached hereto as Exhibit A, which document memorializes such extension of the maturity date of the Note. SECTION 2. APPROVAL OF FIRST AMENDMENT TO LOAN AGREEMENT. The City hereby authorizes the Mayor or his designee (collectively, the "Mayor") to execute and deliver, and the City Clerk or her designee (collectively, the "City Clerk") to attest, on behalf of the City, the First Amendment to Loan Agreement substantially in the form attached hereto as Exhibit B. SECTION 3. INCONSISTENT RESOLUTIONS AND MOTIONS. All prior resolutions of the City inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and, except as so modified, supplemented and amended hereby, shall remain in full force and effect. {01123812;2} SECTION 4. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. Adopted this 26th day of February, 2007. CITY OF WINTER SPRINGS, FLORIDA [SEAL] By: M y. r, City of Winter Springs, Florida ATTEST: Citf erk, City of Winter Springs, Florida City Attorney, City of Winter Springs, Florida {01123812;2} 2 EXHIBIT A ALLONGE NO.1 {Ol123812;2} ALLONGE NO.1 TO CITY OF WINTER SPRINGS, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2004 This Allonge No.1, dated as of February _,2007, is to be attached to and made a part of the City of Winter Springs, Florida Capital Improvement Revenue Note, Series 2004, dated March 1, 2004, consisting of one Note in the not exceeding principal amount of $2,500,000, bearing interest at a variable interest rate, subject to adjustment as therein provided, and maturing on June 1,2018 (the "Note"). The Note is held by SunTrust Bank. Effective as of the date hereof, all references in the Note to the Maturity Date being June 1,2018, shall be deemed to be amended to June 1,2027. CITY OF WINTER SPRINGS, FLORIDA [SEAL] By: ~~ or, City of Winter Springs, Florida ATTESTED AND COUNTERSIGNED: lerk, City of Winter Springs, Florida SunTrust Bank, as the registered owner of the Note, hereby understands, acknowledges and consents to the forgoing. Date: February _,2007 SUNTRUST BANK By: Name: Title: This Allonge No.1 shall be appended to and shall modify and amend and become a part of the Note. {OI123895;2} EXHIBIT B FIRST AMENDMENT TO LOAN AGREEMENT {Ol123812;2} FIRST AMENDMENT TO LOAN AGREEMENT BETWEEN CITY OF WINTER SPRINGS, FLORIDA (THE "CITY") AND SUNTRUST BANK (THE "BANK") Dated as of February _, 2007 {OI123835;2} FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amended Agreement") dated as of February _,2007, by and between CITY OF WINTER SPRINGS, FLORIDA (the "City") to SUNTRUST BANK, a Georgia banking corporation authorized to do business in Florida, and its successors (the "Bank"). WHEREAS, the City and the Bank have entered into that Loan Agreement, dated as of March 1, 2004 (the "Agreement"), in connection with the issuance of the City's Capital Improvement Revenue Note, Series 2004 (the "Note"); and WHEREAS, the City and the Bank have agreed to extend the maturity date of the Note from June 1,2018, to June 1,2027 (the "Extension"); and WHEREAS, in connection with the Extension it IS necessary to make certain amendments to the Agreement all as provided below; and WHEREAS, Section 6.04 of the Agreement provides that the Agreement may be amended in writing by the City and the Noteholder; and WHEREAS, the Bank hereby represents by execution hereof that it IS the sole Noteholder. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. All references in the Agreement including the exhibits thereto to the maturity date as June 1,2018, is amended to June 1,2027. SECTION 2. All references in the Agreement including the exhibits thereto to no Advance being made by the Bank subsequent to February 28, 2007, is hereby amended to provide that no Advance shall be made by the Bank subsequent to February 28, 2008. SECTION 3. The first sentence of the second paragraph of Section 3.03 of the Agreement is hereby amended to read as follows: Effective June 1, 2007, or on any Interest Payment Date subsequent thereto, the City may elect (the "Fixed Rate Option") by notifying the Bank in writing at least ten (10) days prior to such Interest Payment Date to convert the Note Rate applicable to some or all of the Outstanding Principal Balance of the Note to a fixed interest rate for the remaining term of the Note (the "Fixed Rate Period"). {Ol123835;2} SECTION 4. The Agreement, as hereby amended, is in all respects ratified and confirmed, and this Amended Agreement shall be read, taken and construed as a part of the Agreement so that all of the rights, remedies, terms, conditions, covenants and agreements of the Agreement, except insofar as modified herein, shall apply and remain in full force and effect. SECTION 5. EFFECTIVE DATE. This Amended Agreement shall be effective as of the date first above written. CITY OF WINTER SPRINGS, FLORIDA By: or, City of Winter Springs, Florida [SEAL] Attest: f the City of Winter Springs, Florida SUNTRUST BANK, as sole holders of the Note By: Authorized Signatory {Ol123835;2 } 2 FIRST AMENDMENT TO LOAN AGREEMENT BETWEEN CITY OF WINTER SPRINGS, FLORIDA (THE "CITY") AND SUNTRUST BANK (THE "BANK") Dated as of February _, 2007 {01123835;2} FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amended Agreement") dated as of February _, 2007, by and between CITY OF WINTER SPRINGS, FLORIDA (the "City") to SUNTRUST BANK, a Georgia banking corporation authorized to do business in Florida, and its successors (the "Bank"). WHEREAS, the City and the Bank have entered into that Loan Agreement, dated as of March 1, 2004 (the "Agreement"), in connection with the issuance of the City's Capital Improvement Revenue Note, Series 2004 (the "Note"); and WHEREAS, the City and the Bank have agreed to extend the maturity date of the Note from June 1, 2018, to June 1, 2027 (the "Extension"); and WHEREAS, in connection with the Extension it is necessary to make certain amendments to the Agreement all as provided below; and WHEREAS, Section 6.04 of the Agreement provides that the Agreement may be amended in writing by the City and the Noteholder; and WHEREAS, the Bank hereby represents by execution hereof that it is the sole Noteholder. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. All references in the Agreement including the exhibits thereto to the maturity date as June 1, 2018, is amended to June 1, 2027. SECTION 2. All references in the Agreement including the exhibits thereto to no Advance being made by the Bank subsequent to February 28, 2007, is hereby amended to provide that no Advance shall be made by the Bank subsequent to February 28, 2008. SECTION 3. The first sentence of the second paragraph of Section 3.03 of the Agreement is hereby amended to read as follows: Effective June 1, 2007, or on any Interest Payment Date subsequent thereto, the City may elect (the "Fixed Rate Option") by notifying the Bank in writing at least ten (10) days prior to such Interest Payment Date to convert the Note Rate applicable to some or all of the Outstanding Principal Balance of the Note to a fixed interest rate for the remaining term of the Note {the "Fixed Rate Period"). {01123835;2} SECTION 4. The Agreement, as hereby amended, is in all respects ratified and confirmed, and this Amended Agreement shall be read, taken and construed as a part of the Agreement so that all of the rights, remedies, terms, conditions, covenants and agreements of the Agreement, except insofar as modified herein, shall apply and remain in full force and effect. SECTION 5. EFFECTIVE DATE. This Amended Agreement shall be effective as of the date first above written. CITY OF WINTER SPRINGS, FLORIDA [SEAL] By: Attest: or, City of Winter Springs, Florida By: the City of Winter Springs, Florida SUNTRUST BANK, as sole holders of the Note By: Authorized Signatory {01123835;2 2 RESOLUTION N0.2007-11 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA APPROVING THE EXTENSION OF THE MATURITY DATE OF THE CITY'S CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2004 AND MAKING CERTAIN AMENDMENTS TO THE LOAN AGREEMENT BY AND BETWEEN THE CITY AND SUNTRUST BANK, WHICH LOAN AGREEMENT SECURES THE PAYMENT OF DEBT SERVICE ON SAID NOTE; AND PROVIDING AN EFFECTIVE DATE. . WHEREAS, the City of Winter Springs, Florida (the "City") on March 1, 2004, issued its Capital Improvement Revenue Note, Series 2004 (the "Note"), which Note is secured by that certain Loan Agreement dated as of March 1, 2004 (the "Agreement"), by and between the City and SunTrust Bank (the "Bank"); and WHEREAS, the Agreement provides in Section 6.04 thereof that it may be amended or supplemented in a writing duly executed by the City and the Noteholders; and WHEREAS, the Bank as the sole Noteholder has agreed to execute and deliver the First Amendment to Loan Agreement in substantially the form attached hereto; and WHEREAS, the City Commission hereby determines that it is in the best interest of the City to make the amendments to the Note and the Agreement described below. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, AS FOLLOWS: SECTION 1. EXTENSION OF MATURITY DATE OF NOTE AND APPROVAL OF ALLONGE. The Maturity Date of the Note is extended from June 1, 2018, to June 1, 2027. The City hereby authorizes the Mayor or his designee (collectively, the "Mayor") to execute and deliver, and the City Clerk or her designee (collectively, the "City Clerk") to attest, on behalf of the City, Allonge No. 1 substantially in the form attached hereto as Exhibit A, which document memorializes such extension of the maturity date of the Note. SECTION 2. APPROVAL OF FIRST AMENDMENT TO LOAN AGREEMENT. The City hereby authorizes the Mayor or his designee (collectively, the "Mayor") to execute and deliver, and the City Clerk or her designee (collectively, the "City Clerk") to attest, on behalf of the City, the First Amendment to Loan Agreement substantially in the form attached hereto as Exhibit B. SECTION 3. INCONSISTENT RESOLUTIONS AND MOTIONS. All prior resolutions of the City inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and, except as so modified, supplemented and amended hereby, shall remain in full force and effect. {011238!2;2} ALLONGE NO. 1 TO CITY OF WINTER SPRINGS, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2004 This Allonge No. 1, dated as of February 27, 2007, is to be attached to and made a part of the City of Winter Springs, Florida Capital Improvement Revenue Note, Series 2004, dated March 1, 2004, consisting of one Note in the not exceeding principal amount of $2,500,000, bearing interest at a variable interest rate, subject to adjustment as therein provided, and maturing on June 1, 2018 (the "Note"). The Note is held by SunTrust Bank. Effective as of the date hereof, all references in the Note to the Maturity Date being June 1, 2018, shall be deemed to be amended to June 1, 2027. [SEAL) CITY OF WINTER SPRINGS, FLORIDA By: ATTESTED AND COUNTERSIGNED: City Clerk, City of Winter Springs, Florida Mayor, City of Winter Springs, Florida SunTrust Bank, as the registered owner of the Note, hereby understands, acknowledges and consents to the forgoing. Date: February 27, 2007 SUNTRUST BANK ~" `~ By: C Name: Title: This Allonge No. 1 shall be appended to and shall modify and amend and become a part of the Note. { O 1123895;2 } SECTION 4. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. Adopted this 26t" day of February, 2007. SEAL] ATTEST: CITY OF WINTER SPRINGS, FLORIDA By: M y r, City of Winter Springs, Florida ~I City erk, City of Winter Springs, Florida Approved to f City Attorney, City of Winter Springs, Florida {01123812;2} 2 EXHIBIT A ALLONGE NO. 1 {01123812;2} SECTION 4. The Agreement, as hereby amended, is in all respects ratified and confirmed, and this Amended Agreement shall be read, taken and construed as a part of the Agreement so that all of the rights, remedies, terms, conditions, covenants and agreements of the Agreement, except insofar as modif ed herein, shall apply and remain in full force and effect. SECTION 5. EFFECTIVE DATE. This Amended Agreement shall be effective as of the date first above written. CITY OF WINTER SPRINGS, FLORIDA [SEAL] Attest: By: Clerk of the City of Winter Springs, Florida By: Mayor, City of Winter Springs, Florida SUNTRUST BANK, as sole holders of the Note ~ ~) r ;. f By: Authorized Signato (01123835;2} 2 ALLONGE NO. 1 TO CITY OF WINTER SPRINGS, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2004 This Allonge No. 1, dated as of February _, 2007, is to be attached to and made a part of the City of Winter Springs, Florida Capital Improvement Revenue Note, Series 2004, dated March 1, 2004, consisting of one Note in the not exceeding principal amount of $2,500,000, bearing interest at a variable interest rate, subject to adjustment as therein provided, and maturing on June 1, 2018 (the "Note"). The Note is held by SunTrust Bank. Effective as of the date hereof, all references in the Note to the Maturity Date being June 1, 2018, shall be deemed to be amended to June 1, 2027. [SEAL] CITY OF WINTER SPRINGS, FLORIDA By: ~ /~~~~ or, City of Winter Springs, Florida ATTESTED AND COUNTERSIGNED: City of Winter Springs, Florida SunTrust Bank, as the registered owner of the Note, hereby understands, acknowledges and consents to the forgoing. Date: February , 2007 SUNTRUST BANK By:_ Name: Title: This Allonge No. 1 shall be appended to and shall modify and amend and become a part of the Note. {OI 123895;2} EXHIBIT B FIRST AMENDMENT TO LOAN AGREEMENT (O 1123812;2 }