2016 MARICOPA COUNTY $35MM REVOLVING LINE AGREEMENT.DOCX

BUSINESS LOAN AGREEMENT
(MARICOPA COUNTY REVOLVING LINE OF CREDIT)
DATE: July 1, 2016
PARTIES: Borrower: Maricopa County, Arizona Board of Supervisors for
Maricopa County, through the Maricopa County
Treasurer, as its agent
Bank: JPMorgan Chase Bank, N.A., a national banking
association authorized to do business in the State of
Arizona (“Bank”)
AGREEMENT: Pursuant to § 11-604.01, Arizona Revised Statutes (together with all
amendments and statutes successor thereto, the “Act”), the Board of Supervisors of a county may
enter into an agreement with the financial institution authorized to do business in the State of
Arizona of obtaining a line of credit for the county. The Act further provides that the Maricopa
County Treasurer is the agent for the County and for each political subdivision of the State of
Arizona for which the Maricopa County Treasurer acts as treasurer and may take any action
required under an agreement without further approval of any governing body of a political
subdivision. The Board of Supervisors of Maricopa County, Arizona (herein, the “County” or
“Borrower”), the Maricopa County Treasurer and Bank intend to enter into this Agreement and
the hereafter-described Note to obtain a line of credit pursuant to the Act for Borrower, in the
maximum amount of the Commitment Amount Cap (as defined herein), and to evidence such
line of credit in this Agreement and the Note. For purposes of this Agreement and the line of
credit extended to Borrower evidenced hereunder and in the Note, Borrower shall be acting
through the Maricopa County Treasurer as its agent pursuant to the Act. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and
Bank agree as follows:
1. DEFINITIONS. In this Agreement, the following terms shall have the following
meanings:
“Advance” means a disbursement of funds by Bank to Borrower pursuant to Section 2.1.
“Agreement” means this Business Loan Agreement (Maricopa County Revolving Line of
Credit) as it may be amended, modified, extended, renewed, restated, or supplemented from time
to time.
“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction
applicable to the Borrower from time to time concerning or relating to bribery or corruption.
“Authorized Person” means any of the following Persons acting alone:
4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

Charles Hoskins
Maricopa County Treasurer Sample Signature
Royce Flora
Chief Deputy Treasurer Sample Signature
or any other person authorized to act for Borrower hereunder as shown by a written statement
signed by the Maricopa County Treasurer and that also shows the specimen signature of such
additional Authorized Person.
“Business Day” means a day of the year on which banks are not required or authorized to
close in Phoenix, Arizona.
“Code” means the Internal Revenue Code of 1986, as amended.
“Code and Regulations” means the Code and the regulations thereunder, as such Code
and regulations heretofore have been and hereafter may be amended from time to time.
“Collateral” means the property, interests in property, and rights to property securing any
or all Obligations from time to time, including without limitation the security interest in the non-
restricted operating revenues received by the Maricopa County Treasurer on behalf of Borrower.
“Commitment” means the agreement of Bank to make Advances as provided in this
Agreement.
“Commitment Amount” means the lesser of (i) the Commitment Amount Cap, or (ii)
forty-five percent (45%) of the total amount of non-restricted operating revenues received by
Borrower in the immediately preceding fiscal year.
“Commitment Amount Cap” means the amount of Thirty-Five Million and No/100
($35,000,000.00), inclusive of the Letter of Credit Amount.
“Declaration” means a letter executed by Borrower, in the form attached hereto as
Exhibit B, in which Borrower designates the Advances for a certain fiscal year to be “qualified
tax-exempt obligations” (as defined in Section 265(b)(3)(B) of the Code).
“Default Rate” has the meaning specified in the Note.
“Event of Default” has the meaning specified in the Note.
“Expiry Date” means as defined in Section 2.9.2.
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“Governmental Authority” means any government, any court, and any agency, authority,
body, bureau, department, or instrumentality of any government.
“Loan Documents” means this Agreement, the Note, the Services Proposal, the
Reimbursement Agreement and any other agreements, documents, and instruments from time to
time evidencing, guarantying, securing, or otherwise relating to the Note, as they may be
amended, modified, extended, renewed, restated, or supplemented from time to time.
“Note” means the Promissory Note, dated of even date herewith, of Borrower payable to
Bank, as it may be amended, modified, extended, renewed, restated, or supplemented from time
to time.
“Obligations” means the respective obligations of Borrower under the Loan Documents.
“Person” means a natural person, a partnership, a joint venture, an unincorporated
association, a limited liability company, a corporation, a trust, any other legal entity, or any
Governmental Authority.
“Reimbursement Agreement” means as described in Section 2.9.1.
“Sanctioned Country” means, at any time, a country or territory which is itself the subject
or target of any Sanctions.
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related
list of designated Persons maintained by the Office of Foreign Assets Control of the U.S.
Department of the Treasury, or the U.S. Department of State, (b) any Person operating,
organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such
Person or Persons described in the foregoing clauses (a) or (b).
“Sanctions” means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by the U.S. Government, including those
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or
U.S. Department of State.
“Services Proposal” means the Contract Pursuant to ITN (Serial 15080-ITN) dated
February 3, 2016 between the Bank and Maricopa County, Arizona.
“Servicing Bank Term” means the period, during which Bank provides services to County
as servicing bank, with such term commencing July 1, 2016 and ending June 30, 2019, subject to
extensions of not more than two additional years.
“Scheduled Commitment Expiration Date” means June 30, 2017, subject to earlier
termination as provided herein, and subject to extension by mutual agreement of the parties, as
described in Section 2.8.
“Unmatured Event of Default” means any condition or event that with notice, passage of
time, or both would be an Event of Default.
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2. REVOLVING LINE OF CREDIT FACILITY.
2.1 Credit Facility. Subject to the terms and conditions of this Agreement,
Bank agrees to make Advances to Borrower from time to time on or before the Scheduled
Commitment Expiration Date, provided that the outstanding amount of Advances shall not
exceed the Commitment Amount. Advances to Borrower shall be on a revolving basis.
Advances repaid may be re-borrowed subject to the terms and conditions of this Agreement.
Upon occurrence of an Event of Default or an Unmatured Event of Default, Bank, in its absolute
and sole discretion and without notice, may suspend the commitment to make Advances to
Borrower. In addition, upon occurrence of an Event of Default, Bank, in its absolute and sole
discretion and without notice, may terminate the commitment to make Advances to Borrower.
The obligation of Borrower to repay Advances is evidenced by the Note as to the amount
outstanding thereunder. Although the outstanding principal of the Note may be zero from time
to time, the Loan Documents shall remain in full force and effect until the Commitment
terminates and all Obligations are paid and performed in full.
2.2 Requests for Advances and Repayments. Each request for an Advance
will be made in writing in a manner mutually acceptable to Bank and the Maricopa County
Treasurer, or by another means mutually acceptable to the Bank and the Maricopa County
Treasurer. Each request for an Advance shall identify the amount of such request. Borrower
acknowledges that as of the date hereof, Borrower does not meet the requirements to issue
“qualified tax-exempt obligations” (as defined in Section 265(b)(3)(B) of the Code). If, after the
date hereof, Borrower meets the requirements to designate the Advances received in any one
fiscal year as “qualified tax-exempt obligations” (as defined in Section 265(b)(3)(B) of the
Code), Borrower shall deliver to Bank an executed Declaration.
2.3 Advances and Repayments.
Advances will be deposited in and repayments will be withdrawn from the designated
account of the County with Bank, initially being the account number ending in 1401, or such
other accounts with Bank as designated in writing by an Authorized Person; provided that such
deposits and repayments may be made by way of on-line banking portals. Borrower hereby
irrevocably authorizes and directs Bank to make such credits and debits. The arrangement in this
Section 2.3 to debit such demand deposit account shall not restrict Bank’s right to collect any
amounts due under the Loan Documents from any revenues or funds of Borrower, or otherwise
available for payment of such amounts, including, without limitation, all non-restricted operating
revenues of Borrower.
2.4 Advances - Repayment. Borrower agrees to apply all “non-restricted
operating revenues,” as such term is described in Section 11-604.01, Arizona Revised Statutes,
according to the priorities set forth in said Section 11-604.01. If there remain any amounts
outstanding on the Note as of June 30 of any year, Borrower agrees to notify Bank on or before
June 30th of such year of the amounts on deposit in the demand deposit and other accounts of
Borrower with Bank which constitute non-restricted operating revenues.
2.5 Advances in Excess of Commitment Amount. If with or without the
approval of Bank the aggregate outstanding amount of Advances to Borrower at any time
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exceeds the Commitment Amount, Borrower shall repay the excess immediately upon demand
by Bank.
2.6 Authority to Amend Commitment. In accordance with the provisions of
A.R.S. 11-604.01, the Maricopa County Treasurer on behalf of Borrower is hereby authorized to
amend this Agreement and the Note with respect to the following matters:
2.6.1 To extend the Scheduled Commitment Expiration Date, as
described in Section 2.8; and
2.6.2 To increase or decrease the Letter of Credit Amount.
2.6.3 To increase or decrease the Commitment Amount Cap, provided
that Commitment Amount Cap shall not be increased to an amount which exceeds Thirty-Five
Million and No/100 Dollars ($35,000,000.00), without such amendment being approved by
resolution adopted by the Maricopa County Board of Supervisors.
2.7 Procedure to Amend Commitment. The Agreement and Note may be
amended by a written amendment substantially in the form attached hereto as Exhibit C (the
“Addendum”) executed by the Bank and by the Maricopa County Treasurer on behalf of
Borrower. Each amendment, when dated and fully executed, shall be construed to amend all
prior versions of this Agreement and Note, whether or not it is actually attached to all copies of
this Agreement or the Note.
2.8 Extension of Scheduled Commitment Expiration Date. The Commitment
provided to Borrower hereunder shall be in effect initially for fiscal year 2016-2017. Borrower
and Bank may agree to extend the Commitment for each fiscal year thereafter through the
execution of the Addendum extending the Commitment Expiration Date from June 30, 2017, to
June 30, 2018 for fiscal year 2017-2018, and June 30, 2019 for fiscal year 2018-2019. Provided
that the Bank Services Term is extended beyond June 30, 2019, Borrower and Bank may agree to
further extend the Commitment for subsequent fiscal years by extending the Commitment
Expiration Date to June 30 of the next calendar year. Notwithstanding the foregoing, nothing set
forth herein authorizes the Commitment to be extended beyond the expiration of the Servicing
Bank Term.
2.9 Letter of Credit Sub-Limit.
2.9.1 Letter of Credit. At any time Borrower is entitled to make an
Advance, Bank agrees to issue one (1) letter of credit for the benefit of the Industrial
Commission of Arizona (together with any and all amendments, modifications, renewals,
extensions, increases, restatements and rearrangements of and substitutions and replacements, a
“Letter of Credit”) for the account of Borrower up to an aggregate amount of Sixteen Million and
No/100 Dollars ($16,000,000.00) (“Letter of Credit Amount”), provided that (a) the Letter of
Credit shall be a standby letter of credit and the form of the Letter of Credit shall be satisfactory
to Bank, and (b) Borrower shall have executed an application and reimbursement agreement for
the Letter of Credit in a form satisfactory to Bank (“Reimbursement Agreement”). While any
Letter of Credit is outstanding, the maximum amount of Advances that may be outstanding shall
be automatically reduced by the Letter of Credit Amount. Borrower shall pay Bank a fee for the
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Letter of Credit, such fee to be agreed upon from time to time by Bank and Borrower, provided,
however, that if an agreement is not reached, Bank shall be under no obligation to issue the
Letter of Credit. No credit shall be given for fees paid due to early termination of the Letter of
Credit. Borrower shall also pay Bank’s standard transaction fees with respect to any transactions
occurring on account of any Letter of Credit. Each fee shall be payable when the Letter of Credit
is issued, and transaction fees shall be payable upon completion of the transaction as to which
they are charged. All fees may be debited by Bank to any deposit account of Borrower with
Bank without further authority and, in any event, shall be paid by Borrower within ten (10) days
following billing. Bank is authorized, but not obligated to make an Advance, without notice to
Borrower, to make payment on a drawing under the Letter of Credit. The total amount of
Advances outstanding plus the Letter Credit Amount shall not exceed the Commitment Amount.
References in this Agreement to Advances shall include the Letter of Credit Amount.
2.9.2 Letter of Credit Expiration. The Letter of Credit has a stated
expiration date of June 30, 2017 (“Expiry Date”), but is subject to automatic renewal each year
pursuant to the terms of the Letter of Credit. The issuance or renewal of any Letter of Credit
with an expiration date beyond the maturity date of the Note shall be subject to the approval of
Bank. Borrower shall provide a written request to Bank requesting renewal of the Letter of
Credit no later than 60 days before the Letter of Credit’s current Expiry Date. Upon Bank’s
approval to renew the Letter of Credit, the Expiry Date shall automatically be extended to June
30 of the next calendar year, in accordance with the terms of the Letter of Credit, and thereafter
all references in this Agreement and the Reimbursement Agreement to the Expiry Date shall be
deemed to be references to such new date.
3. CONDITIONS PRECEDENT TO ADVANCES.
3.1 CONDITIONS PRECEDENT TO INITIAL ADVANCE. Bank must
receive the following items, in form and content acceptable to Bank, before Bank is required to
make any Advances to Borrower under this Agreement.
3.1.1 Legal Opinion of Borrower. A written opinion of the legal counsel
for such Borrower, in a form satisfactory to Bank, opining on the following:
(a) Authorization. The execution, delivery, and performance by Borrower of
the Loan Documents have been duly authorized by all requisite action by or on behalf of
Borrower.
(b) Enforceability. The Loan Documents have been duly executed and
delivered on behalf of Borrower. The Loan Documents are legal, valid, and binding
obligations of Borrower, enforceable in accordance with their terms against Borrower,
except as such enforceability may be limited by Section 42-17101 et seq., Arizona
Revised Statutes, bankruptcy, Insolvency, moratorium, reorganization, or similar laws
and by equitable principles of general application.
3.1.2 Borrower’s Financial Statement and Annual Budget. A copy of
Borrower’s published Annual Financial Statement for fiscal year ending June 30, 2015 (and each
fiscal year thereafter) and the draft budget for Borrower for its fiscal year 2016-2017 (and each
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fiscal year thereafter) and such other information and documents as Bank may reasonably
request, provided, however, that Bank may waive the requirement for Borrower’s Annual
Financial Statement for fiscal year ending June 30, 2015, and accept an unpublished or unaudited
version, without waiving the requirement for timely delivery of Borrower’s Annual Financial
Statement in subsequent years, as provided herein.
3.2 CONDITIONS PRECEDENT TO ALL ADVANCES. Bank shall be
obligated to make an Advance when requested on behalf of Borrower only if the following
conditions precedent are satisfied.
3.2.1 Representations and Warranties Accurate. The representations and
warranties by Borrower in the Loan Documents are correct on and as of the date of this
Agreement and, except as Borrower shall have otherwise notified Bank in writing prior to the
date thereof, on and as of the date of each Advance, before and after giving effect to such
Advance and to the application of the proceeds of such Advance, as though made on and as of
such date.
3.2.2 No Violation of Limits on Advances. The making of the Advance
to Borrower would not result in the outstanding amount of Advances exceeding the Commitment
Amount.
3.3 Bank’s Waiver of Conditions. Bank may elect, in its absolute and sole
discretion, to waive any of the foregoing conditions precedent. Any such waiver shall be
effective only if (i) it is in writing executed by Bank, (ii) it specifically identifies the condition
precedent, and (iii) describes the particular Advance as to which such condition precedent is
waived. Any such waiver shall be limited to the condition(s) precedent specifically described
therein. Delay or failure by Bank to insist on satisfaction of any condition precedent of an
Advance shall not be a waiver of such condition precedent or any other condition precedent. If
Borrower is unable to satisfy any condition precedent of an Advance, the making of the Advance
shall not preclude Bank from thereafter declaring the condition or event causing such inability to
be an Event of Default.
4. BORROWER REPRESENTATIONS AND WARRANTIES.
4.1 Closing Representations and Warranties. Borrower represents and
warrants to Bank as of the date of this Agreement:
4.1.1 Existence and Authorization. Borrower is a duly formed,
organized and validly existing political subdivision of the State of Arizona. The execution,
delivery, and performance by Borrower of the Loan Documents have been duly authorized by all
requisite action by or on behalf of Borrower.
4.1.2 No Approvals. No approval, authorization, bond, consent,
certificate, franchise, license, permit, registration, qualification, or other action or grant by or
filing with any Person is required in connection with the execution, delivery, or performance by
Borrower of the Loan Documents that has not been obtained.
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4.1.3 No Conflicts. The execution, delivery, and performance by
Borrower of the Loan Documents will not conflict with, or result in a violation of or a default
under any applicable law, ordinance, regulation, or rule (federal, state, or local); any judgment,
order, or decree of any arbitrator, other private adjudicator, or Governmental Authority to which
Borrower is a party or by which Borrower or any of the assets or property of Borrower is bound;
or any agreement, document, or instrument to which Borrower is a party or by which Borrower
or any of the assets or property of Borrower is bound.
4.1.4 Execution and Delivery and Binding Nature of Loan Documents.
The Loan Documents have been duly executed and delivered on behalf of Borrower. The Loan
Documents are legal, valid, and binding obligations of Borrower, enforceable in accordance with
their terms against Borrower, except as such enforceability may be limited by Section 42-17101
et seq., Arizona Revised Statutes, bankruptcy, Insolvency, moratorium, reorganization, or similar
laws and by equitable principles of general application.
4.1.5 Accurate Information. All information in any loan application,
financial statement, certificate, or other document and all other Information delivered by or on
behalf of Borrower to Bank in obtaining the Commitment is correct and complete in all material
respects, and there are no omissions therefrom that result in any such information being
incomplete, incorrect, or misleading in any material respect as of the date thereof.
4.1.6 Litigation. There is no lawsuit, tax claim, or other dispute pending
or overtly threatened against Borrower which, if lost, would materially impair Borrower’s
financial condition or Borrower’s ability to repay any amount payable under this Agreement,
except as have been or will be disclosed in writing to Bank.
4.1.7 Purpose of Advances. This Agreement is made pursuant to
Arizona Revised Statutes Section 11-604.01. The purpose of Advances is to provide funds for
the general operations of Borrower; provided, however, proceeds may not be used for any
expenses, costs, or reimbursements relating to Borrower’s sponsorship of charter schools without
the prior written consent of Bank.
4.1.8 No Event of Default or Unmatured Event of Default. No Event of
Default and no Unmatured Event of Default has occurred and is continuing.
4.1.9 Letter of Credit Appropriations. Borrower’s approved budget for
fiscal year 2016/2017 appropriates in sufficient detail funds in the amount of the Letter of Credit
Amount in order for Borrower, to the extent necessary, to make payment of advances under the
Letter of Credit and amounts due under the Reimbursement Agreement.
4.1.10 Anti-Corruption Laws and Sanctions. Borrower has implemented
and maintains in effect policies and procedures that address matters relating to compliance by
Borrower and its directors, officers, and employees with Anti-Corruption Laws and applicable
Sanctions. To the knowledge of Borrower, (a) none of Borrower or its respective directors,
officers or employees or (b) any agent of Borrower that will act in any capacity in connection
with or benefit from the line of credit issued pursuant to the terms hereof, is a Sanctioned Person.
The use of the proceeds of drawings under the line of credit or any other transaction
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contemplated by this Agreement will not violate any Anti-Corruption Law or applicable
Sanctions.
4.2 Representations and Warranties Upon Requests for Advances. Each
request for an Advance on behalf of Borrower shall be a representation and warranty by such
Borrower to Bank that the representations and warranties in this Section 4 are correct and
complete as of the date of the Advance with respect to such Borrower, except as Borrower shall
have otherwise notified Bank in writing prior to the date thereof, and that the conditions
precedent in Section 3.1 are satisfied as of the date of the Advance.
5. BORROWER AFFIRMATIVE COVENANTS. Borrower agrees that:
5.1 Existence. Borrower shall continue to be a validly existing political
subdivision of the State of Arizona.
5.2 Books and Records; Access By Bank. Borrower shall maintain a system
of accounting for and appropriate books and records showing its receipt and use of (i) non-
restricted operating revenues, (ii) proceeds of Advances, and (iii) other funds available for
expenditure for the general operations of Borrower. During business hours, after an Event of
Default, Borrower shall give representatives of Bank access to all assets, property, books,
records, and documents of Borrower and shall permit such representatives to inspect such assets
and property and to audit, copy, examine, and make excerpts from such books, records, and
documents.
5.3 Information and Statements. Borrower shall furnish to Bank: (i) as soon
as available and in any event within two hundred ten (210) days after the end of each fiscal year
of Borrower, copies of annual financial reports, (ii) as soon as available and in any event prior to
sixty (60) days after the beginning of each fiscal year, Borrower’s budget for such fiscal year, as
adopted, (iii) any other information and documents given to any securities rating agency or other
Person in connection with the indebtedness of Borrower and (iv) such additional information and
statements as the Bank may request, from time to time.
5.4 Law; Judgments; Material Agreements; Approvals and Permits. Borrower
shall comply with all laws, ordinances, regulations, and rules (federal, state, and local) and all
judgments, orders, and decrees of any arbitrator, other private adjudicator, or Governmental
Authority relating to Borrower or the assets, business, operations, or property of Borrower.
Borrower shall comply in all material respects with all material agreements, documents, and
instruments to which Borrower is a party or by which Borrower or any of the assets or property
of Borrower is bound or affected.
5.5 Further Assurances. Borrower shall promptly execute, acknowledge, and
deliver and, as appropriate, cause to be duly filed and recorded such additional agreements,
documents, and instruments and do or cause to be done such other acts as Bank may reasonably
request from time to time to better assure, perfect, preserve, and protect the rights and remedies
of Bank under the Loan Documents.
5.6 Use of Advances. Borrower shall use proceeds of Advances only to pay
expenses incurred in its general operations (“Operating Expenses”). Borrower shall only use
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proceeds of Advances to pay then due Operating Expenses, and shall only receive such
Advances when it has no other available funds to pay such Operating Expenses. Borrower shall
not use the Advances (i) to purchase or carry margin stock (within the meaning of Regulation U
of the Board of Governors of the Federal Reserve System) or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for
such purpose, in each case in violation of, or for a purpose which violates, or would be
inconsistent with, Regulation T, U or X of the Board of Governors of the Federal Reserve
System, (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment
or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption
Laws, (iii) for the purpose of funding, financing or facilitating any activities, business or
transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iv) in any
manner that would result in the violation of any Sanctions applicable to any party hereto.
5.7 Taxation of Interest. Borrower shall neither take nor fail to take any
action which action or failure to act is within the power and authority of such Borrower and
would result in interest payable by such Borrower under the Note (i) being included in gross
income of Bank for federal income tax purposes, or (ii) otherwise being subject to the federal
income tax. Such actions may include, without limitation: making certifications and
representations; giving assurances; paying to the United States of America any required amounts
representing rebates of arbitrage profits relating to proceeds of Advances to such Borrower;
filing forms, statements, and supporting documents as may be required under the Code and
Regulations; limiting the term of and yield on investments made with proceeds of Advances to
such Borrower; and limiting the use of the proceeds of Advances to such Borrower. In addition
to other actions under this Section 5.7, the Maricopa County Treasurer, as agent for Borrower,
shall sign and file with the Internal Revenue Service properly completed Forms 8038-G (or any
successor form or forms that the United Stated Internal Revenue Service may require for such
purposes, collectively, "Form 8038-G") as and when required by the Code and Regulations and
shall promptly deliver to Bank a copy of each filed Form 8038-G.
5.8 Registration of Warrants. The Maricopa County Treasurer, as agent for
Borrower, shall perform its obligations under Arizona Revised Statutes Section 11-604.01.E,
which is hereby incorporated herein by reference.
5.9 Security Interest Grants. Borrower shall not grant or suffer to exist any
lien, claim, or encumbrance to or in favor of any person or entity other than Bank covering the
non restricted operating revenues of such Borrower (it being understood that Tax Anticipation
Notes, General Obligation Bonds, and other payment-source-specific financing commitments of
such Borrower deal with operating revenues which are restricted and thus are not “non-restricted
operating revenues”). Borrower and Bank agree that Bank is entitled to a security interest in the
nonrestricted operating revenues received by the Maricopa County Treasurer on behalf of such
Borrower to the extent of any credit extended under this Agreement.
5.10 Letters of Credit Information. Borrower shall furnish to Bank: (i) as soon
as available and in any event prior to May 1, of each year, Borrower’s draft budget for the next
fiscal year, and (ii) such additional information and statements as the Bank may request, from
time to time.
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5.11 Anti-Corruption Policies and Procedures. Borrower will maintain in effect
policies and procedures that address matters relating to compliance by Borrower and its
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
6. BANK’S OBLIGATIONS TO BORROWER ONLY. The obligations of Bank
under this Agreement are for the benefit of Borrower only. No other Person shall have any rights
hereunder or be a third-party beneficiary hereof.
7. SURVIVAL. The representations, warranties, and covenants of Borrower in the
Loan Documents shall survive the execution and delivery of the Loan Documents and the
making of Advances.
8. INTEGRATION, ENTIRE AGREEMENT, CHANGE DISCHARGE,
TERMINATION, WAIVER APPROVAL, CONSENT, ETC. The Loan Documents contain the
complete understanding and agreement of Borrower and Bank and supersede all prior
representations, warranties, agreements, arrangements, understandings, and negotiations on the
matters set forth in the Loan Documents. No provision of the Loan Documents may be changed,
discharged, supplemented, terminated, or waived except in a writing signed by the parties
thereto. Delay or failure by Bank to insist on performance of any obligation when due or
compliance with any other term or condition in the Loan Documents shall not operate as a
waiver thereof or of any other obligation, term, or condition or of the time of the essence
provision. Acceptance of late payments shall not be a waiver of the time of the essence
provision, the right of Bank to require that subsequent payments be made when due, or the right
of Bank to declare an Event of Default if subsequent payments are not made when due. Any
approval, consent, or statement that a matter is satisfactory by Bank under the Loan Documents
must be in writing executed by Bank and shall be construed to apply only to the Persons and
facts specifically set forth in the writing. Delay or failure by a Borrower to insist on performance
of any obligation when due or compliance with any other term or condition in the Loan
Documents shall not operate as a waiver thereof or of any other obligation, term, or condition or
of the time of the essence provision.
9. BINDING EFFECT. The Loan Documents shall be binding upon and shall inure
to the benefit of Bank and each Borrower and their successors and assigns, provided, however,
that Borrower may not assign any of its rights or delegate any of its obligations under the Loan
Documents and any purported assignment or delegation shall be void, and provided further that
Bank may sell participations in or assign the loan commitment contained in this Agreement, and
may exchange financial information about Borrower, but not financial information with regard to
employees of Borrower, with actual or potential participants or assignees; provided, however,
such actions shall not be taken by Bank without the prior written approval of Borrower, which
approval shall not be unreasonably withheld.
10. COSTS, EXPENSES, AND FEES. Borrower agrees to pay on demand all
external and internal costs, expenses, and fees (including, without limitation, as applicable,
inside and outside attorneys and paralegals costs, expenses, and fees) of Bank (i) in enforcement
of the Loan Documents and exercise of the rights and remedies of Bank, (ii) in defense of the
legality, validity, binding nature, and enforceability of the Loan Documents and the perfection
and priority of the liens and encumbrances granted in the Loan Documents, (iii) in gaining
11
4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

possession of, holding, preserving, and protecting the Collateral, (iv) otherwise in relation to the
Loan Documents, the Collateral, or the rights and remedies of Bank under the Loan Documents
or relating to the Collateral, and (v) in preparing for the foregoing, whether or not any legal
proceeding is brought or other action is taken. Such costs, expenses, and fees shall include,
without limitation, all such costs, expenses, and fees incurred in connection with any bankruptcy,
receivership, replevin, or other court proceedings (whether at the trial or appellate level).
Borrower agrees to pay interest on such costs, expenses, and fees at the Default Rate from the
date incurred by Bank until paid in full. Such interest shall be computed on the basis of a 365
day year and actual days elapsed.
11. SEVERABILITY. If any provision or any part of any provision of the Loan
Documents is unenforceable, the enforceability of the other provisions or the other provisions
and the remainder of the subject provision, respectively, shall not be affected and they shall
remain in full force and effect.
12. CHOICE OF LAW. The Loan Documents shall be governed by the law of the
State of Arizona, without giving effect to conflict of laws principles.
13. TIME OF ESSENCE. Time is of the essence with regard to each provision of the
Loan Documents as to which time is a factor.
14. NOTICES AND DEMANDS. All demands or notices under the Loan Documents
shall be in writing (including, without limitation, telecopy, telegraphic, telex, or cable
communication) and mailed, telecopied, telegraphed, telexed, cabled, or delivered to the
respective party hereto at the address specified at the end of this Section 14 or such other address
as shall have been specified in a written notice. Any demand or notice mailed shall be mailed
first-class mail, postage-prepaid, return-receipt-requested and shall be effective upon the earlier
of (i) actual receipt by the addressee, and (ii) the date shown on the return-receipt. Any demand
or notice not mailed will be effective upon the earlier of (i) actual receipt by the addressee, and
(ii) the time the receipt of the telecopy, telegram, telex, or cable is mechanically confirmed.
Addresses for Notices to Borrower:
Maricopa County
Office of Procurement Services
Attn: Contract Administration
320 W. Lincoln Street
Phoenix, AZ 85003-2494
Telephone: (602) 506-6169
Address for Notice to Bank:
JPMorgan Chase Bank, N.A.
201 North Central Avenue
21st Floor, AZ1-1175
Phoenix, AZ 85004
Attn: Jeff Sundheimer, Executive Director
12
4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

Telephone: (602) 221-2007
Facsimile: (602) 221-1075
15. RESCISSION OR RETURN OF PAYMENTS. If at any time or from time to
time, whether before or after payment and performance of the Obligations in full, all or any part
of any amount received by Bank in payment of, or on account of, any Obligation is or must be,
or is claimed to be, avoided, rescinded, or returned by Bank to a Borrower or any other Person
for any reason whatsoever (including, without limitation, bankruptcy, insolvency, or
reorganization of Borrower or any other Person), such Obligation and any liens, security
interests, and other encumbrances that secured such Obligation at the time such avoided,
rescinded, or returned payment was received by Bank shall be deemed to have continued in
existence or shall be reinstated, as the case may be, all as though such payment had not been
received.
16. HEADINGS. The headings at the beginning of each section of the Loan
Documents are solely for convenience and are not part of the Loan Documents.
17. MULTIPLE CREDIT ACCOMMODATIONS. If from time to time Borrower
has more than one loan or other credit accommodation with Bank, Borrower agrees that, unless
otherwise agreed by Bank and such Borrower in writing, (i) the Loan Documents and the
agreements, documents, and instruments evidencing and relating to such other loan(s) and credit
accommodation(s) shall all remain in effect and neither shall supersede the other, regardless of
whether the Loan Documents and such other agreements, documents, and instruments have
differing terms, conditions, and requirements, and (ii) regardless of any such differences, such
Borrower shall comply with all the terms, conditions, and requirements of the Loan Documents
and of such other agreements, documents, and instruments.
18. SECURITY INTEREST. Pursuant to Arizona Revised Statutes Section 11-
604.41, Bank is entitled to and Borrower hereby grants to Bank a security interest in the
nonrestricted operating revenues received by the Maricopa County, Arizona, Treasurer on behalf
of Borrower and in all proceeds of such non-restricted operating revenues to secure the
Obligations.
19. WAIVER OF SPECIAL DAMAGES. BORROWER WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT BORROWER MAY
HAVE TO CLAIM OR RECOVER FROM BANK IN ANY LEGAL ACTION OR
PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES.
20. USURY LAWS. Notwithstanding any other provision of this Agreement, the
parties agree that the maximum rate or rates of interest to be charged by Bank hereunder shall
not exceed the maximum rates permitted under Section 11-604.01, Arizona Revised Statutes, as
it exists on the date hereof. This Section covers the transactions described in this Agreement and
any other agreements with Bank or its affiliates executed in connection with this Agreement, to
the extent they are subject to the Arizona usury laws (the “Transactions”). Borrower understands
and believes that the Transactions comply with the Arizona usury laws. However, if any interest
13
4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

or other charges paid or payable in connection with the Transactions are ever determined to
exceed the maximum amount permitted by law, such Borrower agrees that:
(a) the amount of interest or other charges payable or paid by Borrower
pursuant to the Transactions shall be reduced to the maximum amount permitted by law;
and
(b) any excess amount previously collected from Borrower in connection with
the Transactions which exceeded the maximum amount permitted by law will be credited
against the then outstanding principal balance. If the outstanding principal balance has
been repaid in full, the excess amount paid will be refunded to such Borrower.
21. COUNTERPARTS. This Agreement may be executed in as many counterparts as
necessary or convenient, and by the different parties on separate counterparts each of which,
when so executed, shall be deemed an original but all such counterparts shall constitute but one
and the same agreement.
22. TERMINATION UPON CONFLICT OF INTEREST. This Agreement may be
subject to termination under the circumstances described in and as provided in Section 38-511 of
the Arizona Revised Statutes. If this Agreement is terminated by Borrower pursuant to said
Section 38-511, all advances for the benefit of such Borrower and accrued interest shall be due
and payable immediately.
23. JURY WAIVER. TO THE MAXIMUM EXTENT NOT PROHIBITED BY
LAW, EACH BORROWER AND BANK HEREBY VOLUNTARILY, KNOWINGLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) BETWEEN ANY BORROWER AND BANK ARISING OUT OF
OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS PROVISION IS A
MATERIAL INDUCEMENT TO BANK TO PROVIDE THE FINANCING DESCRIBED
HEREIN.
24. ARM'S LENGTH TRANSACTION. Borrower acknowledges and agrees that the
transaction described in this Agreement is an arm's length commercial transaction between
Borrower and Bank in which (a) Bank is acting solely as a principal and not as an advisor,
including, without limitation, a "Municipal Advisor," as such term is defined in Section 15B of
the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal
Advisor Rules"), agent or a fiduciary of Borrower, (b) Bank is relying on the bank exemption in
the Municipal Advisor Rules, (c) Bank has not provided any advice or assumed any advisory or
fiduciary responsibility in favor of Borrower with respect to the transaction contemplated hereby
and the discussions, undertakings and procedures leading thereto (whether or not Bank, or any
affiliate of Bank, has provided other services or advised, or is currently providing other services
or advising Borrower on other matters), (d) Bank has financial and other interests that differ from
those of Borrower, and (e) Borrower has consulted with its own financial, legal, accounting, tax
and other advisors, as applicable, to the extent it deemed appropriate.
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4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

25. LEGAL ARIZONA WORKERS ACT COMPLIANCE A.R.S. § 41-4401. The
parties warrant that at all times during the term of this Agreement they will comply with all state
and federal immigration laws applicable to the parties and their employees, and with the
requirements of A.R.S. § 23-214 (A). The parties shall further ensure that each subcontractor
who performs work under this Agreement will likewise comply with all applicable state and
federal immigration laws. Failure to comply with this provision shall constitute a material
breach of this Agreement. Borrower retains the right to inspect the paperwork of any contractor
or subcontractor that is employed within the United States of America to ensure compliance with
such laws. Such inspection shall require the execution of a confidentiality agreement in form
and substance provided by Bank.
[SIGNATURE PAGE FOLLOWS]
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4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

DATED as of the date first above stated.
MARICOPA COUNTY, ARIZONA
By:
Name: Charles "Hos" Hoskins
Title: Treasurer
ATTEST:
By:
Name: Royce Flora
Title: Chief Deputy Treasurer
MARICOPA COUNTY TREASURER,
As Agent for the County
By:
Name: Charles "Hos" Hoskins
Title: Treasurer
JPMORGAN CHASE BANK, N.A.
MARICOPA COUNTY, ARIZONA
By:
Name: Bradley Schroeder
Title: Authorized Officer
[Signature Page to Loan Agreement]
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4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

Exhibit A
To
Business Loan Agreement
SPECIMEN OF PROMISSORY NOTE
(COUNTY)
Exhibit A
4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

THIS NOTE IS IN FULLY REGISTERED FORM AND IS NOT TRANSFERABLE
EXCEPT ON THE REGISTRATION BOOKS OF BORROWER
MARICOPA COUNTY REVOLVING LINE OF CREDIT
PROMISSORY NOTE
JPMorgan Chase Bank, N.A.
201 North Central Ave., Floor 21
Phoenix, Arizona 85004
Date: July 1, 2016
Principal Amount: $35,000,000.00
1. PROMISE TO PAY PRINCIPAL AND INTEREST. For value received, the
undersigned, MARICOPA COUNTY, ARIZONA, ACTING THROUGH THE MARICOPA
COUNTY TREASURER, AS ITS AGENT (“Borrower”) promises to pay to or on the order of
JPMORGAN CHASE BANK, N.A., or registered assigns (“Bank”) at its above office, or at such
other place as Bank may designate in writing, in lawful money of the United States of America,
in the principal sum of Thirty-Five Million and No/100 Dollars ($35,000,000.00), or, if different,
the unpaid amount disbursed by Bank by making Advances (as such term is defined in the
Business Loan Agreement (Maricopa County Revolving Line of Credit), dated of even date
herewith (“Loan Agreement”), between Borrower and Bank, as it may be amended, modified,
extended, renewed, restated, or supplemented from time to time), as shown on the records of
Bank which, when in agreement with the records of Borrower, shall (absent manifest error) be
conclusive as to such unpaid amount, with interest thereon from the date advanced at the Interest
Rate. “Interest Rate” means the rate set forth below applicable from time to time:
2. QUALIFIED TAX-EXEMPT INTEREST RATE. If interest payable with respect
to an Advance under this Note is not included in the gross income of Bank, or the registered
owner, if other than Bank, under the Internal Revenue Code of 1986 and the regulations
thereunder, as such code and regulations heretofore have been and hereafter may be amended
from time to time (“Code and Regulations”), and is not otherwise subject to the federal income
tax, and if Borrower files with the United States Internal Revenue Service a properly completed
Form 8038-G (or any successor form or forms that the United States Internal Revenue Service
may require for such purposes, collectively, "Form 8038-G") as and when required by the Code
and Regulations and promptly delivers to Bank a copy of each filed Form 8038-G, and if
Borrower has delivered to Bank a Declaration (as defined in the Loan Agreement) certifying that
the indebtedness evidenced by this Note with respect to such Advance is a “Qualified Tax-
Exempt Obligation”, as such term is defined in Section 265 of the Code and Regulations, then
the Interest Rate (“Qualified Tax Exempt Interest Rate”) with respect to such Advance shall be a
rate per annum equal to sixty-one percent (61.0%) of the rate per annum most recently publicly
announced by Bank, or Bank’s successors, in Phoenix, Arizona, as Bank’s “prime rate”, as in
effect from time to time, provided that in no event shall the Qualified Tax-Exempt Interest Rate
at any time exceed ten percent (10%) per annum. The Qualified Tax-Exempt Interest Rate will
be redetermined by Bank on each day that the “prime rate” changes and any change in the
Qualified Tax-Exempt Interest Rate will be effective on and after the date of such change and
4826-5700-7410.2 Maricopa County Revolving Line of Credit - Promissory Note

until the next change in the Qualified Tax-Exempt Interest Rate. The “prime rate” is set by Bank
based on various factors, including Bank’s costs and desired return, general economic conditions
and other factors, and is used as a reference point in pricing some loans. Bank may price loans to
its customers at, above, or below its “prime rate.”
3. NON-QUALIFIED TAX-EXEMPT INTEREST RATE. If interest payable with
respect to an Advance under this Note allocable to Borrower is not included in the gross income
of Bank, or the registered owner, if other than Bank, under the Code and Regulations, and if
Borrower files with the United States Internal Revenue Service a properly completed Form
8038-G as and when required by the Code and Regulations and promptly delivers to Bank a copy
of each filed Form 8038-G, but, notwithstanding the foregoing, Borrower has not delivered to
Bank a Declaration (as that term is defined in the Loan Agreement), or the Advance is not a
“Qualified Tax-Exempt Obligation,” as such term is defined in Section 265 of the Code and
Regulations, or if an Advance previously designated in a Declaration as a Qualified Tax-Exempt
Obligation is no longer eligible to be treated as such as described in Section 5(b) below, then the
Interest Rate (“Non-Qualified Tax-Exempt Interest Rate”) shall be a rate per annum equal to
sixty-six percent (66%) of the rate per annum most recently publicly announced by Bank, or
Bank’s successors, in Phoenix, Arizona, as Bank’s “prime rate”, as in effect from time to time,
provided that in no event shall the Non-Qualified Tax-Exempt Interest Rate at any time exceed
ten percent (10%) per annum. The Non-Qualified Tax-Exempt Interest Rate will be redetermined
by Bank on each day that the “prime rate” changes and any change in the Non-Qualified Tax-
Exempt Interest Rate will be effective on and after the date of such change and until the next
change in the Non-Qualified Tax-Exempt Interest Rate. The “prime rate” is set by Bank based on
various factors, including Bank’s costs and desired return, general economic conditions and other
factors, and is used as a reference point in pricing some loans. Bank may price loans to its
customers at, above, or below its “prime rate.”
4. TAXABLE INTEREST RATE. If interest payable under this Note is included in
the gross income of Bank under the Code and Regulations, or is otherwise subject to federal
income tax or if Borrower does not file with the United States Internal Revenue Service a
properly completed Form 8038-G as and when required by the Code and Regulations, or does
not deliver a copy of any filed Form 8038-G to Bank upon request, then the Interest Rate
(“Taxable Interest Rate”) during each calendar quarter shall be the rate per annum equal to one
hundred ten percent (110.00%) of the previous quarter’s weighted average prime rate among the
top three financial institutions by asset size in the State of Arizona.
5. CHANGES IN TAX TREATMENT OF INTEREST.
01 Borrower agrees that in the event that Borrower pays interest at a
Non-Qualified Tax-Exempt Rate or a Qualified Tax-Exempt Rate on any portion of the
sums outstanding hereunder, and
(i) the Internal Revenue Service determines that the interest on such
portion is not exempt from federal income taxation, or
(ii) Bank is required to pay any sums as federal income taxes because
of any assertion by the Internal Revenue Service (whether or not a final
2
4826-5700-7410.2 Maricopa County Revolving Line of Credit - Promissory Note

determination) that interest paid on such portion of the obligations of Borrower
hereunder is not exempt from federal income tax, then, the applicable interest rate
hereunder for that portion shall be deemed always to have been the Taxable
Interest Rate and Borrower shall, immediately upon request by Bank, pay to Bank
the difference between (A) interest, computed at the Taxable Interest Rate, on any
such portion at any time outstanding hereunder and (B) the interest already paid
for such portion by Borrower under this Agreement. The obligations of Borrower
under this section shall survive the termination of the Loan Documents and the
repayment of sums borrowed hereunder.
02 Borrower agrees that in the event that Borrower pays interest at a
Qualified Tax-Exempt Rate on any portion of the sums outstanding hereunder and
(i) the Internal Revenue Service determines that the interest on such
portion is not subject to treatment as a “Qualified Tax-Exempt Obligation"
pursuant to Section 265(b)(3) of the Code, or
(ii) Borrower causes or is deemed to have caused (whether by way of
aggregation or otherwise) the amount of tax-exempt obligations issued in any
calendar year for which such Borrower is paying interest at a Qualified Tax-
Exempt Rate to exceed $10,000,000; or
(iii) Bank is required to pay any sums as federal income taxes because
of any assertion by the Internal Revenue Service (whether or not a final
determination) that interest paid on such portion of the obligations of Borrower
hereunder are not “Qualified Tax-Exempt Obligations” as defined in Section
265(b)(3) of the Code,
then, the applicable interest rate hereunder for the portion that no longer qualifies as a Qualified
Tax-Exempt Obligation but is otherwise exempt from federal income taxation shall be deemed
always to have been the Non-Qualified Tax-Exempt Interest Rate and Borrower shall,
immediately upon request by Bank, pay to Bank the difference between (A) interest, computed at
the Non-Qualified Tax-Exempt Interest Rate, on any such portion at any time outstanding
hereunder and (B) the interest already paid for such portion by Borrower under this Agreement.
The obligations of Borrower under this section shall survive the termination of the Loan
Documents and the repayment of sums borrowed hereunder.
6. REQUIRED PAYMENTS; PAYMENT ON MATURITY. Prior to June 30, 2017,
or if the Scheduled Commitment Expiration Date under the Loan Agreement has been extended
by mutual agreement between Borrower, acting through their agent, the Maricopa County
Treasurer, and Bank, such Scheduled Commitment Expiration Date (the “Maturity Date”),
payments under this Note shall be made as Borrower receives “non-restricted operating
revenues”, as such term is used in Arizona Revised Statutes Section 11-604.01. On the Maturity
Date Borrower shall pay to Bank the unpaid principal, all accrued and unpaid interest, and all
other amounts (“Other Amounts”) payable by such Borrower to Bank under the Loan
Documents. “Loan Documents” means this Note, the Loan Agreement, the Services Proposal (as
defined in the Loan Agreement), and any other agreements, documents, and instruments relating
3
4826-5700-7410.2 Maricopa County Revolving Line of Credit - Promissory Note

to this Note, as they may be amended, modified, extended, renewed, restated, or supplemented
from time to time.
7. INTEREST ON PRINCIPAL; DEFAULT RATE. Principal shall bear interest at
the Interest Rate from the date of disbursement until the due date thereof, whether by
acceleration or otherwise. Principal, interest, and Other Amounts not paid when due and any
judgment therefor shall bear interest from its due date or the judgment date, as applicable, until
paid at a rate (“Default Rate”) of ten percent (10%) per annum, and such interest shall be
immediately due and payable.
8. INTEREST ACCRUAL. All interest under the Loan Documents shall be
computed on the basis of a 365-day year and accrue on a daily basis for the actual number of
days elapsed. Borrower agrees to pay an effective rate of Interest that is the sum of (i) the interest
rate provided herein and (ii) any additional rate of interest resulting from any other charges or
fees paid or to be paid in connection herewith that are determined to be interest or in the nature
of interest.
9. PAYMENT IN FULL PRIOR TO THE MATURITY DATE. Notwithstanding
any other provision herein or in the Loan Documents, Borrower shall pay to Bank all outstanding
principal, interest and Other Amounts on June 30 of each year. So long as Borrower makes such
payment, Borrower shall, subject to the provisions of the Loan Agreement, continue to be
entitled to Advances pursuant to the Loan Agreement prior to the commitment expiration date
specified therein. Principal, interest, and Other Amounts not paid on June 30 of each year shall
bear interest from June 30 until paid at the Default Rate, and such interest shall be immediately
due and payable.
10. APPLICATION OF PAYMENTS. At the option of Bank, payments shall be
applied to principal, Interest, and Other Amounts in such order as Bank shall determine.
11. PREPAYMENT. Borrower may prepay the outstanding principal balance hereof,
in whole or in part, at any time prior to the Maturity Date without penalty or premium.
12. NO COUNTERCLAIMS, DEDUCTIONS, ETC. All payments and other
obligations of Borrower under the Loan Documents will be made and performed without
counterclaim, deduction, defense, deferment, reduction, or set-off.
13. EVENTS OF DEFAULT. Each of the following shall be an event of default
(“Event of Default”):
01 Failure by Borrower to pay when due (i) any amount payable by Borrower
under any of the Loan Documents, or (ii) any other indebtedness of Borrower to Bank.
02 Failure by Borrower to perform any material obligation not involving the
payment of money, or to comply with any other term or condition applicable to
Borrower, in any of the Loan Documents.
03 Any representation or warranty made by Borrower in any of the Loan
Documents or otherwise or any information delivered by Borrower to Bank in obtaining
4
4826-5700-7410.2 Maricopa County Revolving Line of Credit - Promissory Note

or hereafter in connection with the credit evidenced by this Note is or becomes materially
incomplete, incorrect, or misleading from the representations or warranties made of the
date of this Note or as of the date made or delivered.
04 The occurrence of any change or other event that Bank determines has or
will materially and adversely affect (i) any or all property, interests in property, or rights
to property securing the obligations of Borrower under the Loan Documents, including
without limitation the security interest in the non-restricted operating revenues received
by the Maricopa County Treasurer on behalf of Borrower (“Collateral”) as security for
the obligations of Borrower under the Loan Documents, (ii) the financial condition of
Borrower, or (iii) the ability of Borrower to pay the monetary obligations of Borrower
under the Loan Documents.
05 Borrower (i) is unable or admits in writing Borrower’s inability to pay
Borrower’s monetary obligations as they become due, (ii) is generally not paying its
debts as they become due, (iii) makes a general assignment for the benefit of creditors, or
(iv) applies for, consents to, or acquiesces in, appointment of a trustee, receiver, or other
custodian for Borrower or any or all of the property of Borrower, or in the absence of
such application, consent, or acquiescence by Borrower a trustee, receiver, or other
custodian is appointed for Borrower or any or all of the property of Borrower.
06 Commencement of any case under the Bankruptcy Code (Title 9 of the
United States Code) or commencement of any other bankruptcy, arrangement,
reorganization, receivership, custodianship, or similar proceeding under any federal or
state law by or against Borrower.
07 Attachment, garnishment, levy of execution, or seizure by legal process of
any or all Collateral of Borrower, except any pre-judgment attachment or garnishment of
any or all Collateral.
08 Any legal proceeding or other action against or affecting any or all
Collateral of Borrower is commenced (including, without limitation, any prejudgment
attachment or garnishment) and is not quashed, stayed, or released within twenty (20)
days.
09 Any Collateral of Borrower is sold, disposed of, or otherwise transferred
by such Borrower after the date of this Note, not in the ordinary course of operations of
Borrower.
10 Any Collateral of Borrower becomes subject to any lien or security
interest, other than the security interest granted to Bank in this Note.
11 Any Collateral of Borrower is lost, stolen, suffers substantial damage or
destruction, or is used in violation of any law, ordinance, regulation, or rule (federal,
state, or local).
5
4826-5700-7410.2 Maricopa County Revolving Line of Credit - Promissory Note

12 Borrower abandons or, except for expenditure of funds included in the
Collateral in the ordinary operations of Borrower, ceases to have exclusive possession of
any Collateral or any books and records of Borrower relating to the Collateral.
13 Borrower or any other person on behalf of Borrower claims that any Loan
Document is not legal, valid, binding, and enforceable against Borrower, that any lien,
security interest, or other encumbrance securing any of the obligations under the Loan
Documents is not legal, valid, binding, and enforceable, or that the priority of any lien,
security interest, or other encumbrance securing any of the obligations in the Loan
Documents is different than the priority set forth in Arizona Revised Statutes Section 11-
604.01 (except as such priority may be affected by the laws regarding garnishment of
wages of Borrower’s employees and federal and state tax liens for withholding taxes of
Borrower’s employees).
14 The occurrence of any condition or event that is a default or is designated
as a default, an event of default, or an Event of Default in any other Loan Document or in
any agreement, document, or instrument relating to any other indebtedness of Borrower
to Bank.
15 The occurrence of any condition or event that is designated as a default or
an event of default and the expiration of any cure period with respect to any other
indebtedness of Borrower to any other person.
16 The failure of Borrower to repay to Bank within five (5) Business Days of
written notice from Bank to Borrower the amount by which the outstanding amount of
Advances exceeds the Commitment.
14. RIGHTS AND REMEDIES OF BANK. Upon occurrence of an Event of Default,
Bank may, at its option, in its absolute and sole discretion, and without demand or notice, (i)
declare the obligations in the Loan Documents to be immediately due and payable, whereupon
the obligations in the Loan Documents shall be immediately due and payable, and (ii) exercise
any or all other rights and remedies of Bank concurrently or consecutively in such order as Bank
elects. The rights and remedies of Bank shall be cumulative and non-exclusive. Delay,
discontinuance, or failure to exercise any right or remedy of Bank shall not be a waiver thereof,
or of any other right or remedy of Bank, or of the time, of the essence provision. Exercise of any
right or remedy of Bank shall not cure or waive any Event of Default or invalidate any act done
in response to any Event of Default.
15. LIMIT OF LIABILITY OF BANK. In exercising rights and remedies, neither
Bank nor any affiliate thereof or any stockholder, director, officer, employee, agent, or
representative of Bank or any affiliate thereof shall have any liability for any injury to the assets,
business, operations, or property of Borrower or any other liability to Borrower, other than for its
own gross negligence or willful misconduct.
16. PROVISIONS IN LOAN AGREEMENT GOVERN THIS AGREEMENT. This
Note is subject to certain terms and provisions in the Loan Agreement, to which reference is
made for a statement of such terms and provisions.
6
4826-5700-7410.2 Maricopa County Revolving Line of Credit - Promissory Note

17. WAIVER OF STATUTE OF LIMITATIONS. Borrower waives, to the full extent
permitted by law, the right to plead any statutes of limitations as a defense to any or all
obligations under the Loan Documents.
18. WAIVERS BY BORROWER. Borrower (i) waives, to the full extent permitted
by law, presentment, notice of dishonor, protest, notice of protest, notice of intent to accelerate,
notice of acceleration, and all other notices or demands of any kind (except notices specifically
provided for in the Loan Documents), and (ii) agrees that Bank may enforce this Note and any
other Loan Documents against Borrower without first having sought enforcement against any
Collateral.
19. JURY WAIVER. TO THE MAXIMUM EXTENT NOT PROHIBITED BY
LAW, BORROWER AND BANK HEREBY VOLUNTARILY, KNOWINGLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) BETWEEN BORROWER AND BANK ARISING OUT OF OR IN
ANY WAY RELATED TO THIS NOTE. THIS PROVISION IS A MATERIAL
INDUCEMENT TO BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN.
20. WAIVER OF SPECIAL DAMAGES. BORROWER WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT BORROWER MAY
HAVE TO CLAIM OR RECOVER FROM BANK IN ANY LEGAL ACTION OR
PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES.
[SIGNATURE PAGE FOLLOWS]
7
4826-5700-7410.2 Maricopa County Revolving Line of Credit - Promissory Note

DATED as of the date first above stated.
MARICOPA COUNTY BOARD OF SUPERVISORS
By:
Name:
Title: Chairman, Board of Supervisors
ATTEST:
By:
Clerk of the Board
MARICOPA COUNTY TREASURER,
As Agent for the Districts Listed on Schedule I hereto
By:
Name: Charles "Hos" Hoskins
Title: Maricopa County Treasurer
4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

Exhibit B
To
Business Loan Agreement
FORM OF DECLARATION
(COUNTY)
(Use County Letterhead)
Date:
Jeff Sundheimer, Executive Director
JPMorgan Chase Bank, N.A.
Government Banking
201 North Central Ave, 21st Floor, AZ1-1178
Phoenix, Arizona 85004
Re: Letter of Declaration for Maricopa County, for calendar years 20_ and 20_
Dear Mr. Sundheimer:
Maricopa County (“County”) has approved obtaining a revolving line of credit (“Line of Credit”)
for the County from JPMorgan Chase Bank, N.A. (“Bank”) pursuant to A.R.S. Section 11-
604.01 and requests the County Treasurer to enter into an agreement with the Bank to provide
the Line of Credit to the County.
In accordance with the Internal Revenue Code of 1986, as amended from time to time (“Code”),
the County hereby certifies that it is reasonably anticipated that the aggregate amount of “tax-
exempt obligations” (as defined in Code Section 265(b)(3)) which will be issued by the County
during each of the above-referenced calendar years will not exceed $10,000,000.00 and hereby
designates all borrowings under the Line of Credit as “qualified tax-exempt obligations” (as
defined in Code Section 265(b)(3)(B)).
In the event the anticipated amount for either year changes to the extent that the above
certification changes, the County agrees to deliver to the Bank a supplement to this letter
notifying the Bank of such change.
Exhibit B
4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

To the best of the undersigned’s knowledge, information and belief, the expectations set forth in
this Declaration are reasonable and there are no other facts, estimates or circumstances that
would materially change the expectations expressed herein.
Sincerely,
By:
Name:
Title:
STATE OF ARIZONA )
) ss.
County of Maricopa )
Subscribed and sworn before me by _________________________ this ____ day of
____________________, ____.
Notary Public
My commission expires:
Exhibit B
4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

Exhibit C
To
Business Loan Agreement
FORM OF ADDENDUM
(COUNTY)
ADDENDUM NO. ____
EFFECTIVE DATE:
PARTIES: Borrower: Maricopa County, Arizona Board of Supervisors
for Maricopa County, through the Maricopa
County Treasurer, as its agent
Bank JPMorgan Chase Bank, N.A., a national banking
association authorized to do business in the State
of Arizona
RECITAL:
Bank and Borrower are parties to that certain Business Loan Agreement, dated July 1,
2016 (“Agreement”), and Promissory Note, dated July 1, 2016 (“Note”), as the Agreement and
Note have been amended, modified, extended, renewed, restated, or supplemented. Bank and
Borrower desire to enter into this Addendum No. _____ (“Addendum”) to modify the Agreement
and Note, as described herein.
AGREEMENT:
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Bank and Borrower agree as follows:
1. Definitions. Unless otherwise defined in this Addendum, the capitalized words
and phrases used herein shall have the meanings as described in the Agreement.
2. Modification to Scheduled Commitment Expiration Date. The Scheduled
Commitment Expiration Date is hereby extended from June 30, 201_ to June 30, 201_. After the
Effective Date, all references in the Agreement to the Scheduled Commitment Expiration Date
shall mean and refer to June 30, 201_.
3. Letter of Credit. The Letter of Credit Amount is hereby modified to be in the
amount of ____________________ and No/100 Dollars ($____________.__) (“Revised Letter
of Credit Amount”). After the Effective Date, all reference in the Agreement to the Letter of
Credit Amount, shall mean and refer to the Revised Letter of Credit Amount.
4. Commitment Amount Cap/Principal Amount of Note. The Commitment Amount
Cap and the Principal Amount of the Note are hereby modified to be in the amount of
____________________ and No/100 Dollars ($____________.__) (“Revised Cap Amount”).
Exhibit C
4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement

After the Effective Date, all references in the Agreement to the Commitment Amount and in the
Note to the Principal Amount shall mean and refer to the Revised Amount.
5. Full Force and Effect. Except as modified in this Addendum, the terms and
conditions of the Loan Documents remain unchanged and in full force and effect.
6. Representations and Warranties. Borrower hereby represents and warrants to
Bank that the representations and warranties in Section 4 of the Agreement are correct and
complete as of the Effective Date, except as Borrower shall have otherwise notified Bank in
writing prior to the Effective Date.
7. Governing Law. This Addendum shall be deemed to be a contract made under
the laws of the State of Arizona for all purposes and shall be construed in accordance with the
laws of said State, without regard to principles of conflicts of law.
IN WITNESS WHEREOF, Bank and Borrower have caused this Addendum to be
executed and delivered as of the Effective Date.
MARICOPA COUNTY TREASURER,
As Agent for the County
By:
Name: Charles "Hos" Hoskins
Title: Maricopa County Treasurer
JPMORGAN CHASE BANK, N.A.
By:
Name: Bradley Schroeder
Title: Authorized Officer
Exhibit C
4835-5871-7234.2 Maricopa County Revolving Line of Credit - Business Loan Agreement