2016 MARICOPA COUNTY SUBDIVISION ACCORDION LINE PROMISSORY NOTE.DOCX
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THIS NOTE IS IN FULLY REGISTERED FORM AND IS NOT TRANSFERABLE EXCEPT ON THE REGISTRATION BOOKS OF BORROWER MARICOPA COUNTY DISTRICTS 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: Commitment Amount Cap (as defined in and subject to adjustment from time to time in accordance with the hereinafter defined Loan Agreement) 1. PROMISE TO PAY AND INTEREST. For value received, the undersigned, EACH OF THE DISTRICTS IDENTIFIED IN SCHEDULE I HERETO, ACTING THROUGH THE MARICOPA COUNTY TREASURER, AS ITS AGENT (each a “Borrower” and collectively, “Borrowers”) 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, (a) in the aggregate for all Borrowers, the principal sum equal to the Commitment Amount Cap (as such term is defined in and subject to adjustment from time to time in accordance with in the Business Loan Agreement) (Maricopa County Districts Revolving Line of Credit), dated of even date herewith (“Loan Agreement”), between Borrowers and Bank, as it may be amended, modified, extended, renewed, restated, or supplemented from time to time), and (b) with respect to each Borrower, the lesser of the unpaid Advances under the Loan Agreement or the maximum amount shown for such Borrower on Schedule I hereto, as it may be amended from time to time, in either case as shown on the records of Bank which, when in agreement with the records of a Borrower, shall (absent manifest error) be conclusive as to such unpaid amount, with interest thereon from the date advanced at the Interest Rate. Neither the Maricopa County Treasurer nor Maricopa County shall be liable for amounts owed by any Borrower hereunder. “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 allocable to a Borrower 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 the 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 4827-0838-7634.2 Maricopa County Subdivision Line of Credit - Promissory Note 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 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 a 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. (a) Each Borrower agrees that in the event that such 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 2 4827-0838-7634.2 Maricopa County Subdivision Line of Credit - Promissory Note (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 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 such 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. (b) Each Borrower agrees that in the event that such 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 except from federal income taxation shall be deemed always to have been the Non-Qualified Tax-Exempt Interest Rate and such 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 Borrowers, 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 each Borrower receives “non-restricted operating revenues”, as such term is used in Arizona Revised Statutes Section 11-604.01. On the 3 4827-0838-7634.2 Maricopa County Subdivision Line of Credit - Promissory Note Maturity Date each 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 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. Each 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, each Borrower shall pay to Bank all outstanding principal, interest and Other Amounts on June 30 of each year relating to such Borrower. So long as a Borrower makes such payment, such 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. A Borrower may prepay the outstanding principal balance hereof relating to such Borrower, 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 each 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”) as to any Borrower to which the Event of Default applies: (a) Failure by a Borrower to pay when due (i) any amount payable by such Borrower under any of the Loan Documents, or (ii) any other indebtedness of such Borrower to Bank. 4 4827-0838-7634.2 Maricopa County Subdivision Line of Credit - Promissory Note (b) Failure by a Borrower to perform any material obligation not involving the payment of money, or to comply with any other term or condition applicable to such Borrower, in any of the Loan Documents. (c) Any representation or warranty made by a Borrower in any of the Loan Documents or otherwise or any information delivered by such Borrower to Bank in obtaining 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. (d) 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 a 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 each Borrower (“Collateral”) as security for the obligations of a Borrower under the Loan Documents, (ii) the financial condition of a Borrower, or (iii) the ability of a Borrower to pay the monetary obligations of such Borrower under the Loan Documents. (e) A Borrower (i) is unable or admits in writing such 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. (f) 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 a Borrower. (g) Attachment, garnishment, levy of execution, or seizure by legal process of any or all Collateral of a Borrower, except any pre-judgment attachment or garnishment of any or all Collateral. (h) Any legal proceeding or other action against or affecting any or all Collateral of a Borrower is commenced (including, without limitation, any prejudgment attachment or garnishment) and is not quashed, stayed, or released within twenty (20) days. (i) Any Collateral of a 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. (j) Any Collateral of a Borrower becomes subject to any lien or security interest, other than the security interest granted to Bank in this Note. 5 4827-0838-7634.2 Maricopa County Subdivision Line of Credit - Promissory Note (k) Any Collateral of a 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). (l) A 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. (m) A 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). (n) 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. (o) 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. (p) The failure of a 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 a Borrower or any other liability to Borrower, other than for its own gross negligence or willful misconduct. 6 4827-0838-7634.2 Maricopa County Subdivision Line of Credit - Promissory Note 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. 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 PROHIBTED 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 NOTE. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN. 20. WAIVER OF SPECIAL DAMAGES. EACH 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 PAGES FOLLOW] 7 4827-0838-7634.2 Maricopa County Subdivision 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 4827-0838-7634.2 Maricopa County Subdivision Line of Credit - Promissory Note SCHEDULE I-A FEDERAL TAX ID NUMBERS AND CREDIT LINE LIMITS [ATTACHED ARE TWO PAGES WITH CREDIT LIMITS TOTALING $626,685,000] 4827-0838-7634.2 Maricopa County Subdivision Line of Credit - Promissory Note SCHEDULE I – FEDERAL TAX ID NUMBERS AND CREDIT LINE LIMITS Name District Federal Credit School Districts Number TIN Limits PHOENIX ELEMENTARY SCHOOL DISTRICT 1 866000478 10,000,000 RIVERSIDE ELEMENTARY SCHOOL DISTRICT 2 866000479 1,000,000 TEMPE ELEMENTARY SCHOOL DISTRICT 3 866000480 15,000,000 MESA UNIFIED SCHOOL DISTRICT 4 866000481 50,000,000 ISAAC ELEMENTARY SCHOOL DISTRICT 5 866000483 11,500,000 WASHINGTON ELEMENTARY SCHOOL DISTRICT 6 866000484 25,000,000 WILSON ELEMENTARY SCHOOL DISTRICT 7 866000485 2,500,000 OSBORN ELEMENTARY SCHOOL DISTRICT 8 866000486 1,500,000 WICKENBURG UNIFIED SCHOOL DISTRICT 9 860212990 2,500,000 PEORIA UNIFIED SCHOOL DISTRICT 11 866000488 42,000,000 CREIGHTON ELEMENTARY SCHOOL DISTRICT 14 866000474 12,000,000 TOLLESON ELEMENTARY SCHOOL DISTRICT 17 866000490 2,000,000 MURPHY ELEMENTARY SCHOOL DISTRICT 21 866000491 2,500,000 GILA BEND UNIFIED SCHOOL DISTRICT 24 866000492 1,000,000 LIBERTY ELEMENTARY SCHOOL DISTRICT 25 866000493 3,000,000 KYRENE ELEMENTARY SCHOOL DISTRICT 28 866000494 4,500,000 BALSZ ELEMENTARY SCHOOL DISTRICT 31 866000495 4,000,000 BUCKEYE ELEMENTARY SCHOOL DISTRICT 33 866000496 1,000,000 MADISON ELEMENTARY SCHOOL DISTRICT 38 866000497 5,000,000 GLENDALE ELEMENTARY SCHOOL DISTRICT 40 866000498 13,000,000 GILBERT UNIFIED SCHOOL DISTRICT 41 866000530 66,000,000 AVONDALE ELEMENTARY SCHOOL DISTRICT 44 866000500 5,000,000 FOWLER ELEMENTARY SCHOOL DISTRICT 45 866000501 2,500,000 ARLINGTON ELEMENTARY SCHOOL DISTRICT 47 866000502 400,000 SCOTTSDALE UNIFIED SCHOOL DISTRICT 48 866000535 24,000,000 PALO VERDE ELEMENTARY SCHOOL DISTRICT 49 866000532 250,000 LAVEEN ELEMENTARY SCHOOL DISTRICT 59 866000504 3,200,000 HIGLEY UNIFIED SCHOOL DISTRICT 60 866000505 9,950,000 UNION ELEMENTARY SCHOOL DISTRICT 62 866000506 2,200,000 AGUILA ELEMENTARY SCHOOL DISTRICT 63 866000507 450,000 LITTLETON ELEMENTARY SCHOOL DISTRICT 65 866000508 7,500,000 ROOSEVELT ELEMENTARY SCHOOL DISTRICT 66 866000509 17,400,000 ALHAMBRA ELEMENTARY SCHOOL DISTRICT 68 866000510 4,000,000 PARADISE VALLEY UNIFIED SCHOOL DISTIRICT 69 866005162 20,000,000 SENTINEL ELEMENTARY SCHOOL DISTRICT 71 866000512 200,000 MORRISTOWN ELEMENTARY SCHOOL DISTRICT 75 866000513 400,000 LITCHFIELD ELEMENTARY SCHOOL DISTRICT 79 866000514 5,000,000 CHANDLER UNIFIED SCHOOL DISTRICT 80 866000515 41,500,000 NADABURG UNIFIED SCHOOL DISTRICT 81 866000516 1,000,000 CARTWRIGHT ELEMENTARY SCHOOL DISTRICT 83 866000517 35,000,000 MOBILE ELEMENTARY SCHOOL DISTRICT 86 866000519 275,000 4827-0838-7634.2 Maricopa County Subdivision Line of Credit - Promissory Note DYSART UNIFIED SCHOOL DISTRICT 89 866000520 40,000,000 SADDLE MOUNTAIN UNIFIED SCHOOL DISTRICT 90 866000521 2,700,000 PENDERGAST ELEMENTARY SCHOOL DISTRICT 92 866000522 16,000,000 CAVE CREEK UNIFIED SCHOOL DISTRICT 93 866000523 4,000,000 PALOMA ELEMENTARY SCHOOL DISTRICT 94 866000524 250,000 QUEEN CREEK UNIFIED SCHOOL DISTRICT 95 866000525 4,000,000 DEER VALLEY UNIFIED SCHOOL DISTRICT 97 866004178 29,000,000 FOUNTAIN HILLS UNIFIED SCHOOL DISTRICT 98 860261487 3,000,000 BUCKEYE UNION HIGH SCHOOL DISTRICT 201 866000526 9,400,000 GLENDALE UNION HIGH SCHOOL DISTRICT 205 866000529 20,000,000 PHOENIX UNION HIGH SCHOOL DISTRICT 210 866000534 14,000,000 TEMPE UNION HIGH SCHOOL DISTRICT 213 866000536 4,000,000 TOLLESON UNION HIGH SCHOOL DISTRICT 214 866000537 2,000,000 AGUA FRIA UNION HIGH SCHOOL DISTRICT 216 866004326 8,500,000 WESTERN MARICOPA EDUCATION CENTER DISTRICT 402 421582295 1,000,000 MARICOPA COUNTY REGIONAL SCHOOL DISTRICT 509 866000477 250,000 Fire Districts AGUILA FIRE DISTRICT 860566948 25,000 BUCKEYE VALLEY RURAL FIRE DISTRICT 860466622 500,000 CHANDLER COUNTY ISLAND FIRE DISTRICT 260474266 375,000 CIRCLE CITY \ MORRISTOWN VOLUNTEER FD 860994860 100,000 DAISY MOUNTAIN FIRE DISTRICT 860638446 3,500,000 NORTH COUNTY FIRE & MEDICAL DISTRICT fka FIRE DISTRICT OF SUN CITY WEST 860503076 3,000,000 GILBERT COUNTY ISLAND FIRE DISTRICT 261876276 275,000 HARQUAHALA VALLEY FIRE DISTRICT 860725100 450,000 QUEEN CREEK COUNTY ISLAND FIRE DISTRICT 462349920 100,000 RIO VERDE FIRE DISTRICT 860839215 500,000 SUN CITY FIRE DISTRICT 860409619 3,000,000 SUN LAKE FIRE DISTRICT 860353742 1,200,000 TEMPE COUNTY ISLAND FIRE DISTRICT 262462250 35,000 TONOPAH VALLEY FIRE DISTRICT 861001961 200,000 WITTMAN VOLUNTEER FIRE DISTRICT 860658179 100,000 Total $626,685,000 2 4827-0838-7634.2 Maricopa County Subdivision Line of Credit – Promissory Note