1st Amendment 01/17/2007
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
January 26, 2007
TO:
Salvatore Zappulla, Director
Office of Management & Budget
ATTN:
FROM:
Tina Boan
Budget Director
Pamela G. Hanc~~
Deputy Clerk r:.y
At the January 17, 2007, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the First Amendment to Remarketing Agreement between
Monroe County and UBS Securities, LLC.
Enclosed are two duplicate originals of the above-mentioned for your handling. Should
you have any questions please feel free to contact our office.
cc: County Attorney
Finance
File.!
FIRST AMENDMENT
TO
REMARKETING AGREEMENT
This is a FIRST AMENDMENT TO THE REMARKETING AGREEMENT, dated as
of July 19, 2006, between Monroe County, Florida, a political subdivision of the State of Florida (the
"County"), and UBS SECURITIES LLC, as remarketing agent (the "Remarketing Agent"), dated as
of January tL 2007;
WITN E SSE TH:
WHEREAS, the County and the Remarketing Agent have entered into a Remarketing
Agreement dated as of July 19, 2006 in connection with the offering and sale from time to time in the
secondary market of $30,455,000 original aggregate principal amount of its Airport Variable Rate
Revenue Bonds (Key West International Airport), Series 2006 (the "Bonds"), which are being issued
and will be secured under and pursuant to Resolution No. 238B-2006 (the "Bond Resolution")
adopted by the Board of County Commissioners of the County (the "Board") on June 21, 2006, as
supplemented by Resolution No. 238C-2006 adopted by the Board on June 21, 2006 ("Series
Resolution" and, collectively with the Bond Resolution, the "Resolution"); and
WHEREAS, the County and the Remarketing Agent are entering into this First Amendment
to provide for a correction of a typographical error in the Remarketing Agreement;
NOW, THEREFORE, it is agreed:
I. All capitalized terms used but not defined herein shall have the meanings ascribed to
them in the Remarketing Agreement.
2. Subsection (a) of Section 9 entitled Payment of Fees and Expenses is hereby amended
to read as follows:
"(a) In consideration ofthe services to be performed by the Remarketing
Agent under this Remarketing Agreement, the County agrees to pay to the
Remarketing Agent the following fees: (i) during the period the Bonds are in a
Weekly Rate Period, an annual fee equal to 0.08 percent of the weighted average
daily principal amount of such Bonds outstanding, and (ii) in connection with the
remarketing of Bonds subject to a mandatory tender in the same mode, an amount as
shall be agreed to between the County and the Remarketing Agent prior to any such
remarketing. It is understood and agreed that payment of the fee referred to in clause
(i) of this paragraph (a) shall be made by the County in arrears, promptly upon receipt
of an invoice therefor from the Remarketing Agent, such invoice to be sent quarterly
by the Remarketing Agent commencing on September I, 2006 and on each
December I, March I, June I and September I thereafter."
3. This Amendment to the Remarketing Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of which shall Constitute one and
the same document. Although this Amendment to the Remarketing Agreement is dated for
I
MIAMII4185726.1
convenience and for the purpose of reference as of the date first above written, the actual date or
dates of execution by the parties hereto are the respective dates set forth under their signatures, and
this Remarketing Agreement shall be effective on the latest of such dates.
4. Except as expressly amended by this Amendment to the Remarketing Agreement,
the provisions of the Remarketing Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Remarketing Agreement to
be duly executed as of the day and year first above written.
UBS SECURITIES LLC,
as Remarketing Agent
BY~u~t,~. C$~
N
[Signatures continued on following page]
2
MIAMI/4185726.1
[Signatures continued from preceding page]
MONROE COUNTY, FLORIDA
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By:
Mayor
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