HomeMy WebLinkAboutSunTrust Bank First Amendment to Loan Agreement -2007 02 01FIRST 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
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]
Attest:
By:
By:
Mayor, City of Winter Springs, Florida
Clerk of the City of Winter Springs, Florida
SUNTRUST BANK, as sole holders of the Note
%,
~ ,.
By:
Authorized Signato
(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}
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}
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}
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 }
EXHIBIT B
FIRST AMENDMENT TO LOAN AGREEMENT
(O 1123812;2 }