Fort Walton Beach Resolution — 90-10-IDRB-Guidance Clinic — reading text

interests in property acquired in accordance with the provisions of the Agreement, ( iv) to enter into an indenture or indentures supplemental hereto as provided in Section 11. 01 hereof, or v) in connection with any other change therein which, in the judgment of Trustee, is not to the prejudice of Trustee or the Bondowners. Section Amendments 12. 02. to Aqreement Requirinq Consent of Bondowners. Except for the amendments, changes or modifications as provided in Section 12. 01 hereof, neither Issuer nor Trustee shall consent to any other amendment, change or modification of the Agreement without mailing of notice and the written approval or consent of the Owners of not less than two- thirds ( 2/ 3) in aggregate principal amount of the Bonds at the time Outstanding given as in Article XIII provided, provided that the consent of the Owners of all Bonds Outstanding is required for any amendment, change or modification of the Agreement that would permit the termination or cancellation of the Agreement or a reduction in or postponement of the payments under the Agreement or any change in the provisions relating to the payment thereunder. If at any time Issuer and Company shall request the consent of Trustee to any such proposed amendment, change or modification of the Agreement, Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be given in the same manner as provided by Section 11. 02 hereof with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the principal corporate trust office of Trustee for inspection by all Bondowners. 58- 5769q  EXHIBIT A FORM OF BOND) THIS BOND MAY BE TRANSFERRED ONLY TO ACCREDITED AN " INVESTOR," AS SUCH TERM IS DEFINED IN D, REGULATIONOR ANY SUCCESSOR PROVISION THERETO, OF THE SECURITIES AND EXCHANGE COMMISSION, AND OTHERWISE IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. UNITED STATES OF AMERICA FORT WALTON BEACH, FLORIDA FIRST MORTGAGE REVENUE BOND OKALOOSA GUIDANCE CLINIC PROJECT) SERIES 1990 No. R- l Dated Date: March 28, 1990 1,500, 000 KNOW ALL MEN BY THESE PRESENTS Walton Beach, that Fort Florida (" Issuer"), political a the subdivision of State of Florida for value received, promises to pay from the source and as hereinafter provided, to the order of or registered assigns, on March 1, 2000, upon surrender hereof, the principal sum of One Million Five Hundred Thousand Dollars ( such principal amount to be repaid in accordance with the Indenture), and in like manner to pay interest on said sum, monthly on the first day of each calendar month, commencing May 1, 1990, from the date hereof at, on each such date, a per annum rate of interest equal to eight and three quarters percent ( 8. 75%), calculated on the basis of a year of 360 days of twelve 30 day months; provided, however, that interest on any installment of principal and interest, to the extent permitted, not paid wi thin fifteen ( 15) days of the due date thereof shall be paid at the Late Payment Rate. If, pursuant to hereafter action taken by the United States of America, the percentage disallowable as a deduction for interest paid or incurred by any Owner hereof that is a financial institution subject to the provision of Section 291( a)( 3) of the Code ( or any substitute or equivalent provisions of the Code or any subsequently enacted law) to purchase or carry this Bond ( the " Deduction Disallowance Rate") is at any time, or from time to time, increased or decreased, then the rate of interest on this Bond shall thereafter be decreased, in the case of a decrease in the Deduction Disallowance Rate, or increased, in the case of an increase in the Deduction Disallowance Rate, effective as of the effective date of any such change in the Deduction Disallowance Rate, by an amount equal to . 025% for each one percent ( l. 0%) increase or decrease in the Deduction Disallowance Rate. In the event ( a) any payment of interest or principal or any amount inrespect of or measured in whole or in part by reference to interest on or principal of this Bond or any amount of interest on indebtedness attributable or deemed to be attributable directly or indirectly to the purchase or carrying of this Bond, is, in the opinion of counsel for the Original Purchaser, subject to or affected by a preference tax ( meaning a tax imposed by Section 55, 56, 57 or 58 of the Code, as amended from time to time, or any successor sections thereto or any similar provisions), an excess profits tax or other federal tax which changes the basis of taxation of the payments of interest on or principal of this Bond, or interest on indebtedness attributable or deemed to be attributable directly or indirectly to the purchase or carrying of this Bond, to the Original Purchaser, or affects any method used or calculation involved in determining any federal tax, or ( b) the deductibility or other tax treatment of any amount attributable or deemed to be attributable, directly or indirectly, to the purchasing or carrying of this Bond is adversely affected ( including, but without limitation, the deduction permitted under Section 265( b) of the Code), then, upon written notice to such effect from the Original Purchaser to the Company, the Trustee, and the Issuer, which notice shall set forth the date as of which any payment or amount may have become subject to such preference, excess profits or other federal tax or such deductibility or other tax treatment shall have been affected, there shall be paid to the Trustee who shall in turn pay such amounts to the Original Purchaser as additional interest on this Bond held by the Original Purchaser in immediately available funds an amount which, after reduction by the amount of all taxes attributable to the inclusion of such amount in the gross income of the Original Purchaser under the laws of any federal, state or local governmental or other taxing authority ( computed on the assumption that federal taxes are payable by the Purchaser at the Corporate Tax Rate Original as hereinafter defined) ( after taking into account deductions attributable to the imposition of state and local taxes) and that state and local taxes are payable by the Original Purchaser at the highest marginal statutory rates then applicable to banking corporations without allocation or apportionment to any other jurisdiction) shall be equal to the amount of any such preference, excess profits or other federal taxes and any interest, penal ties and additions to tax which are payable by the Original Purchaser as a A- 2 issued for the purpose of providing funds to finance the acquisition, renovation, refinancing and equipping of certain health care facilities ( which buildings together with the land on which they are located being hereinafter referred to as the " Facilities"), and paying necessary expenses incidental thereto. The proceeds from the sale of the Bonds have been lent by Issuer to Okaloosa Guidance Clinic, Inc, a not- for- profit corporation organized and existing under the laws of the State of Florida (" Company"), under the terms of a Loan Agreement, dated as of March 1, 1990 ( which agreement, as from time to time amended and supplemented, is hereinafter referred to as the " Agreement"), under which Company is obligated to pay amounts which are sufficient to pay ( 1) the principal of and premium, if any, and interest on the Bonds as the same shall become due in accordance with their terms and provisions and the terms and provisions of the Indenture as hereinafter defined), and ( 2) the fees and expenses of Trustee properly payable under the Indenture ( as defined hereinafter) and certain expenses of Issuer. The Bonds are all issued under and are equally and ratably secured by and entitled to the protection of an Indenture of Trust, dated as of March 1, 1990, by and between Issuer and Trustee ( which indenture of trust, as from time to time amended and supplemented, is hereinafter referred to as the " Indenture"), duly executed and delivered by Issuer to Trustee and pursuant to which all payments due from Company to Issuer under the Agreement ( other than payments of certain expenses of related to the Project) Issuer are assigned to Trustee to securethe payment of the principal of and premium, if any, and interest on the Bonds. The Bonds are further secured by a Mortgage and Security Agreement dated as of March 1, 1990 ( the " Mortgage"), between Company and Issuer, wherein Company grants to Issuer a lien on and security interest in the Mortgaged Facilities ( as defined in the Mortgage). The Indenture provides that Issuer may, with the consent of the Owners of not less than two- thirds of the aggregate principal amount of Outstanding Bonds, hereafter issue Additional Bonds from time to time under certain terms and conditions contained in the Indenture and, if issued, such Additional Bonds will rank pari passu with this issue of Bonds and be equally and ratably secured by and