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Resolution 597-2006 RESOLUTION NO. 597-2006 RESOLUTION AMENDING IN CERTAIN RESPECTS RESOLUTION NO. 238B-2006 ADOPTED ON JUNE 21, 2006; AS PREVIOUSLY AMENDED AND SUPPLEMENTED; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROIE COUNTY, FLORIDA: SECTION 1. FINDINGS. It is hereby found and determined that: (A) On June 21, 2006, the Board of County Commissioners (the "Board") of Monroe County, Florida (the "Issuer") adopted Resolution No. 238B-2006 (as previously amended and supplemented, the "Bond Resolution"), which, among other things, authorized the issuance of the Monroe County, Florida Airport Variable Rate Revenue Bonds (Key West International Airport), Series 2006 (the "Series 2006 Bonds"). (B) Pursuant to the Bond Resolution, the Issuer issued the Series 2006 Bonds on July 19, 2006, in the aggregate principal amount of $30,455,000, the payment of which Series 2006 Bonds is secured, in part, by an irrevocable direct pay letter of credit issued by Bank of America, N.A. (the "Bank"). (C) The Issuer and the Bank have agreed that the Bond Resolution should be amended in certain respects to more clearly reflect the business transaction agreed to between the Issuer and the Bank and it is in the best interests of the Issuer to so amend the Bond Resolution. SF:CTION 2. DEFINITIONS. When used in this Supplemental Resolution, the terms defined in the Bond Resolution shall have the meanings therein stated. SJi:CTION 3. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of the Act and the Bond Resolution. SI~CTION 4. AMENDMENT TO THE BOND RESOLUTION. The definition of "2006 Project Grants" set forth in Section 1.01 of the Bond Resolution is hereby amended in its entirety to read as follows: "2006 Project Grants" shall mean that portion of the AlP Entitlement Grant awarded to the Issuer after September 30, 2006, (estimated to be in an amount equal to $4,600,000), and the Florida Department of Transportation Grant in an amount estimated at $8,700,000, both of which relate to the acquisition and construction of the 2006 Project. The: foregoing amendment to the Bond Resolution shall not become effective until the Issuer obtains the written consent to such amendment from the Bank. SECTION 5. GENERAL AUTHORITY. The members of the Board, the Clerk, th(: County Administrator and the officers, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution or desirable or consistent with the requirements hereof for the full punctual and complete performance of all the terms, covenants and agreements contained herein and each member, employee, attorney and officer of the Issuer or the Board, the Clerk, and the County Administrator is hereby authorized and directed to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. SECTION 6. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall 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 separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2006 Bonds. S.ECTION 7. RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Resolution and all the terms and provisions thereof are and shall remain in full force and effect. SJ~CTION 8. EFFECTIVE DATE. This Supplemental Resolution shall become (:ffective immediately upon its adoption. 2 ADOPTED at a regular meeting of the Board of County Commissioners on the I~ay of November, 2006. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor ~ , (SEAL ) By: ATIEST: DANNY L, KOLHAGE. Clerk Cb~ Deputy Clerk MONAoe COUNTY ATTOANEY VEO AS T NNE A. H nON Dati COUNTY.I~% ~ :J: ..... c::> -n 0 Cl c::> ;z: :p- .... ;= :::00% 0 ,." Cl :z f'T1 CJ ~r_.. n A' I "Tl n' , 0 00' ..... :;u c::::-..:;.;~;: -",~.."' . -0 ::0 ."-.. '.' ---4 __ f'.- :J: I'l ......1.-" ::-'....:-t5:~. (~ s:- o "TI C) ~o r J> ,." I:) 0 3 CO