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HomeMy WebLinkAbout03-14-2007 Special Meeting33 MINUTES OF A SPECIAL PUBLIC MEETING OF THE BOARD OF DIRECTORS OF FAIRHOPE AIRPORT AUTHORITY The Fairhope Airport Authority met Wednesday, March 14, 2007 in a special meeting at 4:00 PM at the City Administration Building, 161 N. Section Street The Board of Directors of FAIRHOPE AIRPORT AUTHORITY held a public meeting at the City Hall in Fairhope, Alabama, on March 14, 2007, at 4:00 o'clock, p.m. The following members of the Board of Directors were present at the meeting: PRESENT: ABSENT: Michael A. Ford None Joe McEnerney Charles R. Zunk Louis E. Mapp Kenneth L. Knutsen Michael Baugh Charles E. Bassett Also present were Bob Young of Frazer Lanier, Rod Kanter of Bradley Arant. Betty Rivenbark, Recording Secretary, David Bagwell & E.B. Peebles, Attorneys. Charles R. Zunk, Chairman of the Board of Directors, acted as chairman of the meeting, and Joe McEnerney, Secretary of the Airport Authority, acted as secretary of the meeting. A quorum being present, the Chairman declared the meeting open for the transaction of business. The minutes of the March 6, 2007 meeting were considered and approved as written on motion by Charlie Bassett, 2"d by Ken Knutsen and unanimously carried. 1 3l Election of Officers — Upon advice of our attorneys the authority was asked to restate the slate of officers again. Louis Mapp moved that Charles R. Zunk serve as Chairman; Mike Baugh serve as Vice -Chairman and Joe McEnerney serve as Secretary/Treasurer . Charlie Bassett 2"d the motion and it carried unanimously. Ratification of prior acts — Chuck said we need to ratify for legal purposes actions of the prior board and that David Bagwell had rewritten for clarification. A motion was made by Joe McEnerney 2"d by Charlie Bassett to approve the following Resolution of Fairhope Airport Authority Approving and Ratifying Previous Action by the earlier entity called "Fairhope Airport Authority, Inc." Motion passed with one objection by Ken Knutsen and one abstention by Mike Ford. Resolution of Fairhope Airport Authority Approving and Ratifying Previous Action by the Earlier Entity Called "Fairhope Airport Authority, Inc" Whereas, the City of Fairhope in earlier years operated the H.L.( "Sonny") Callahan by and through an entity generally called "Fairhope Airport Board" (The Board), and agency of the City of Fairhope. Whereas, there was an earlier attempt to incorporate a legally -valid airport authority in Fairhope, Alabama, named "Fairhope Airport Authority, Inc."; and Whereas, the Fairhope Airport Board (the Board) an agency of the city of Fairhope, adopted a resolution dated March 10, 2003, seeking the "reincorporation" of the Board as an airport authority pursuant to the provisions of Section 4-3-40 et seq.of the Code of Alabama (1975); and Whereas, on March 24, 2003 The City Council of the City of Fairhope passed a resolution, Resolution No. 454-03, purporting to approve the "reincorporation" of "the Fairhope Airport Authority, Inc", and Whereas, on March 27,2003, a putative "Certificate of Reincorporation of Fairhope Airport Authority, Inc." was filed in the Probate Court for Baldwin County, Alabama, and was recorded therein as or as a part of, Instrument Number 7128863; and Whereas, on July 25, 2005, the City Council of the City of Fairhope passed Resolution No 1227-05, which purported to change details relating to the selection of members of the Board of Directors of the said organization; and Whereas, on December 15, 2005, there was recorded a document entitled "Amendment to Certificate of Reincorporation of Fairhope Airport Authority, 6 29 Inc." which document purported to change details relating to the selection of members of the Board of Directors of the said organization, which amendment was filed in the Probate Court for Baldwin County, Alabama, and was recorded therein as, or as a part of, Instrument Number 943379; and Whereas, during the entire period of its operation under this putative structure, the City of Fairhope, and the Fairhope Airport Authority doing business under the name "Fairhope Airport Authority, Inc." acted in good faith and in the full expectation that the organization was validly incorporated and in every respect proper, and during that period took various actions of a routine business nature; and Whereas, during the preliminary work leading up to the issuance of Airport Improvement Bonds for the H.L. (Sonny) Callahan Airport, it became apparent that for technical legal reasons the Fairhope Airport Authority needed to be incorporated validly in a different manner; and Whereas on March 6, 2007 there was filed a "Certificate of Incorporation of Fairhope Airport Authority" in the Probate Court for Baldwin County, Alabama, and was recorded therein as or as a part of, Instrument Number 1035291, which effected the valid incorporation of Fairhope Airport Authority as a government corporation; and Whereas, the said Fairhope Airport Authority has now organized itself and is operating under its new valid incorporation; Now Therefore Be It Resolved That, upon motion, second, and passage by vote of all of the Directors, the Board of Directors of Fairhope Airport Authority now hereby RATIFIES and READOPTS any and all actions taken by the predecessor putative corporation which operated under the name "the Fairhope Airport Authority, Inc., save and except only the previous action expressing an intent to lease 85 or so acres of land to Eric Street dba Fairhope Dairy, which transaction is rescinded in order to allow new action on the issue by the Authority as presently constituted. Bob Young of Frazer -Lanier was present and told the members that after this meeting the City Council will complete the actions necessary to issue the debt. He said the bond issue is secured by letter of credit by Allied Bank. He said the rest of the transactions will completed tomorrow and he has walked through this process with the authority and the city council. The Chairman stated that each of the members of the Board of Directors had signed a waiver of notice of the time, place and purpose of the meeting 1K 29 and that notice of the meeting had been posted at the place of holding of the meeting and on the bulletin authority in the City Hall of the City of Fairhope, Alabama, not later than March 7, 2007. Upon motion duly made, seconded and unanimously adopted, said waiver and said notice was ordered spread upon the minutes of this meeting at the end thereof. There was then presented to the meeting forms of a Deed of Transfer, Purchase Contract respecting the Property, Mortgage and Security Agreement, Escrow Agreement, Credit Agreement, Pledge Agreement, Trust Indenture, Official Statement, Appropriation Agreement, and Remarketing Agreement, along with certain other documentation, all pertaining to a proposed activity of the Board of Directors. After full discussion the following resolution was the introduced in writing: Mike Ford moved to accept the following Resolution Authorizing The issuance and Delivery of $8,845,000 aggregate Principal Amount of Airport Improvement Bonds, Series 2007 of Fairhope Airport Authority. Charlie Bassett 2"d the motion and it passed with one no vote by Ken Knutsen: RESOLUTION AUTHORIZING THE ISSUANCE AND DELIVERY OF $8,845,000 AGGREGATE PRINCIPAL AMOUNT OF AIRPORT IMPROVEMENT BONDS, SERIES 2007 OF FAIRHOPE AIRPORT AUTHORITY BE IT RESOLVED. by the Board of Directors (the "Directors") of FAIRHOPE AIRPORT AUTHORITY (the "Authority"), as follows: Section 1. Findings. The Directors have ascertained and do hereby find and declare as follows: (a) Pursuant to the Certificate of Incorporation filed in the Office of the Judge of Probate of Baldwin County, Alabama on March 6, 2007, as authorized pursuant to Resolution No. 1345-07, adopted at a February 26, 2007 regular meeting of the City Council (the "City Council") of the City of Fairhope, Alabama, the City Council duly authorized and 0 27 approved the incorporation of the Authority for the purposes of, among other things, owning and operating the H.L. "Sonny" Callahan Airport, sometimes known as the Fairhope Municipal Airport (the "Airport"), and in connection therewith has determined to transfer and convey fee simple title in the Airport to the Authority. (b) The Authority deems it necessary, desirable and in the public interest that the Authority: (i) acquire title to certain parcels of real property (the "Property") located at or near the site of the existing operations of the H.L. "Sonny" Callahan Airport, sometimes known as the Fairhope Municipal Airport (the "Airport"), as such property is more particularly described on Exhibit A to the Indenture described herein, for future expansion of the Airport including, but not limited to, extending the existing runway and/or constructing a new runway at the Airport, constructing a terminal facility for general public use, providing a noise reduction buffer for the Airport, and constructing parking and general landscape improvements for the airport; (ii) constructing and acquiring taxiway and related capital improvements at the Airport (the "Taxiway Improvements"); (iii) refinancing a construction loan (the "Construction Loan") previously made to construct and acquire hangars for public use by aircraft owners and operators at the Airport; and (iv) pay a portion of the costs of issuing the Series 2007 Bonds described below. (c) It is necessary, desirable and in the public interest that the Series 2007 Bonds hereinafter authorized be issued for the purpose of financing costs of (i) acquiring the Property, (ii) refinancing the Construction Loan, (iii) constructing and acquiring the Taxiway Improvements, and (iv) paying the costs of issuing the Series 2007 Bonds. Section 2. Transfer of Airport from City to Authority. The Directors hereby accept delivery of that certain Deed of Transfer from the City to the Authority respecting the transfer and sale of fee simple title of all real property and improvements thereon owned by the comprising the Airport, a copy of which such Deed of Transfer in substantially the form presented to the meeting at which this resolution is adopted (which form shall be attached to the minutes of such meeting as Exhibit I and which is hereby adopted in all respects as if set out in full herein). Section 3. Consent to Real Estate Purchase Contracts. The Directors hereby consent to and accept the terms of each of the two agreements respecting the sale of the Property in substantially the forms presented to the meeting at which this resolution is adopted (which forms shall be attached to the minutes of such meeting as Exhibit II and which are hereby adopted in all respects as if set out in full herein). Each of the Chairman or Vice -Chairman of the Directors is hereby authorized and directed to take such action and execute such agreements, instruments, contracts or documents as shall be necessary or desirable to cause the 25 Authority to acquire fee simple title to the Property. Each of the Chairman or Vice -Chairman of the Directors is hereby further authorized to execute and deliver any additional certificates, documents, agreements or instruments reasonably necessary to effectuate the transactions contemplated in the Property Purchase Contract. Section 4. Authorization of Credit Agreement. In order to achieve a favorable interest rate on the Bonds, the Authority has caused Allied Irish Banks, p.l.c., acting through its New York Branch (the "Credit Obligor"), to provide a Letter of Credit with respect to the Bonds. The Letter of Credit Reimbursement Agreement (herein called the "Credit Agreement") in substantially the form presented to the meeting at which this resolution is adopted (which form shall be attached to the minutes of such meeting as Exhibit III and which is hereby adopted in all respects as if set out in full herein) is hereby approved. The Chairman or the Vice -Chairman of the Directors is hereby authorized and directed to execute and deliver the Credit Agreement for and in the name and behalf of the Authority, and the Secretary of the Authority is hereby authorized and directed to affix the corporate seal of the Authority to the Credit Agreement and to attest the same. Section 5. Authorization of Mortgage and Security Agreement. Pursuant to the terms of the Credit Agreement, the Authority has determined to execute a Mortgage and Security Agreement in favor of the Credit Obligor, as mortgagee thereunder (the "Mortgage"), in substantially the form presented to the meeting at which this resolution is adopted (which form shall be attached to the minutes of such meeting as Exhibit IV and which is hereby adopted in all respects as if set out in full herein) respecting the Property, and on the date of issuance and delivery of the Series 2007 Bonds to deliver said Mortgage to Regions Bank, in its capacity as escrow trustee under the Escrow Agreement described in Section 6 below, pursuant to the terms of the Escrow Agreement. The Chairman or Vice -Chairman of the Directors is hereby authorized to execute and deliver, contemporaneously with the issuance and delivery of the Series 2007 Bonds, the Mortgage, and the Secretary of the Authority is hereby authorized and directed to affix the corporate seal of the Authority to the Mortgage and to attest the same. Section 6. Authorization of Escrow Agreement. The Chairman or Vice -Chairman of the Directors is hereby authorized to execute and deliver, contemporaneously with the execution of the Mortgage, the Escrow Agreement (herein called the "Escrow Agreement"), to be entered into by and among the Authority, the City, the Credit Obligor and Regions Bank, as escrow trustee thereunder, in substantially the form presented to the meeting at which this resolution is adopted (which form shall be attached to the minutes of such meeting as Exhibit V and which is hereby adopted in N. 23 all respects as if set out in full herein), and the Secretary of the Authority is hereby authorized and directed to affix the corporate seal of the Authority to the Pledge Agreement and to attest the same. Section 7. Authorization of Pledge Agreement. The Chairman or Vice -Chairman of the Directors is hereby authorized to execute and deliver, contemporaneously with the execution of the Credit Agreement, the Pledge Agreement (herein called the "Pledge Agreement"), in substantially the form presented to the meeting at which this resolution is adopted (which form shall be attached to the minutes of such meeting as Exhibit VI and which is hereby adopted in all respects as if set out in full herein), and the Secretary of the Authority is hereby authorized and directed to affix the corporate seal of the Authority to the Pledge Agreement and to attest the same. Section 8. Authorization of Bonds. In order to provide funds necessary to pay the costs of acquiring the Property, refinancing the Loan, constructing and acquiring the Taxiway Improvements, and paying the costs of issuing the Series 2007 Bonds, there are hereby authorized to be issued by the Authority $8,845,000 aggregate principal amount of Airport Improvement Bonds, Series 2007 (the "Series 2007 Bonds"). The Series 2007 Bonds shall bear such date, shall mature at such time and in such manner, shall bear such rates of interest, shall be payable in such manner, shall be in such denomination, shall bear such numbers and shall be in such form and contain such provisions as are set out in the Trust Indenture (the "Indenture") provided for in Section 10 of this resolution. All the provisions of the Indenture and of the Series 2007 Bonds therein authorized and referred to are hereby adopted as a part of this resolution as though the same were set out in full herein. Section 9. Source of Payment. The principal of and the interest on and premium, if any, on the Series 2007 Bonds shall be payable solely out of amounts received under the Appropriation Agreement and the other sources, if any, specified in the Indenture. Neither the Series 2007 Bonds nor any of the agreements herein contained shall ever constitute an indebtedness of the City within the meaning of any state constitutional or statutory provision or limitation. The general faith and credit of the Authority are not pledged to payment of the principal of or the interest or premium, if any, on the Series 2007 Bonds, and the Series 2007 Bonds shall not be general obligations of the Authority. None of the agreements, representations or warranties made or implied in this resolution, or in the issuance of the Series 2007 Bonds shall ever impose any personal or pecuniary liability or charge upon the Authority, whether before or after any breach by the Authority of any such agreement, representation or warranty, except with the moneys herein provided. The City shall not in any manner be liable for payment of the principal of or the premium, if any, or interest on Id 2] the Series 2007 Bonds or for the performance of any of the obligations of the Authority herein contained or contained in the Series 2007 Bonds or the Indenture. Nothing contained in this section, however, shall relieve the Authority or its officers from its or their obligation to perform the several agreements on its or their part contained herein and in the Indenture so long as such performance does not impose a general liability or charge upon the Authority. Section 10. Authorization of Trust Indenture. As security for payment of the principal of and the interest on the Series 2007 Bonds, the Directors do hereby authorize and direct the Chairman or the Vice- chairman of the Directors to execute and deliver the Indenture, for and in the name and behalf of the Authority, to Regions Bank, an Alabama banking corporation, as trustee (the "Trustee") and do hereby authorize and direct the Secretary or the Assistant Secretary of the Authority to affix the corporate seal of the Authority to the Indenture and to attest the same. The Indenture shall be in substantially the form presented to the meeting at which this resolution is adopted (which form shall be attached to said minutes as Exhibit VII and which is hereby adopted in all respects as if the same were set out in full herein). Section 11. Sale of the Bonds. The Bonds are hereby awarded and sold to The Frazer Lanier Company Incorporated (the "Underwriter") at and for the purchase price equal to $8,778,662, reflecting an underwriting fee of $66,338. The Chairman or Vice-chairman of the Directors is hereby directed to cause the Series 2007 Bonds, in the form provided for in the Indenture, to be signed in the name and behalf of the Authority; and the Secretary of the Authority is hereby directed to cause the corporate seal of the Authority to be imprinted or otherwise reproduced on the Series 2007 Bonds, and to attest the said seal on the Series 2007 Bonds, all in the manner provided in the Indenture; and the said Chairman or Vice-chairman is hereby directed thereupon to deliver the Indenture and the Series 2007 Bonds, executed in the manner provided in this resolution and in the Indenture, to the Trustee, and to direct the Trustee to authenticate and deliver the Series 2007 Bonds to the Underwriter, upon payment to the Authority of the purchase price therefor. Section 12. Authorization of Official Statement. The Chairman is hereby authorized and directed to executed the Official Statement with respect to the Series 2007 Bonds, attached hereto as Exhibit Vill, which Official Statement is hereby adopted as the Official Statement of the Authority with respect to the Series 2007 Bonds. Section 13. Authorization of Appropriation Agreement. The Directors hereby authorize and direct the Chairman or Vice-chairman of the Directors to execute and deliver, for and in the name and behalf of the E 19 Authority the Appropriation Agreement for the benefit of the Bonds in substantially the form presented to the meeting at which this resolution is adopted (which form shall be attached as Exhibit IX to the minutes of the meeting at which this resolution is adopted and which is hereby made a part hereof as if set out in full herein). Section 14. Application of Proceeds. The entire proceeds derived from the sale of the Series 2007 Bonds shall be paid by the Authority to the Trustee, which is thereupon authorized and directed to apply and disburse the same in accordance with the provisions of the Indenture, including payment of a portion of the expenses of issuing the Series 2007 Bonds. Section 15. Appointment of Remarketing Agent. The Frazer Lanier Company Incorporated is hereby appointed as Remarketing Agent for the Series 2007 Bonds. The Directors hereby authorize and direct the Chairman or Vice-chairman of the Directors to execute and deliver, for and in the name and behalf of the Authority a Remarketing Agreement in substantially the form presented to the meeting at which this resolution is adopted (which form shall be attached as Exhibit X to the minutes of the meeting at which this resolution is adopted and which is hereby made a part hereof as if set out in full herein). Section 16. General Authorization. The Directors do hereby authorize and direct the Chairman and Vice-chairman of the Directors and the Secretary of the Authority to execute such other certificates and documents and to take such other actions as shall be necessary to accomplish the financing herein authorized. Section 17. This Resolution a Contract. The provisions of this resolution shall constitute a contract between the Authority and each holder of the Bonds. Section 18. Severability Provisions. The various provisions of this resolution are hereby declared to be severable. In the event any provision hereof shall be held invalid by a court of competent jurisdiction, such invalidity shall not affect any other portion of this resolution. The adoption of the foregoing resolution having been duly moved and seconded, upon being put to vote was adopted by the majority vote of the Board of Directors of the Authority. M i? Joe McEnerney moved to pass the following Resolution of the Board of Directors of the Fairhope Airport Authority as follows. Mike Ford 2"d the motion and it passed with one no vote by Ken Knutsen: Resolution of the Board of Directors of the Fairhope Airport Authority The Directors hereby authorize and direct the Chairman to execute and deliver, for and in the name and behalf of the Authority, the Agreement between the Authority and the City of Fairhope, Alabama ( the City) regarding certain property conveyed to the Authority by the City and made in connection with the Appropriation Agreement made between the Authority and the City concurrently therewith, in substantially the form presented to the meeting at which this resolution is adopted (which form shall be attached to the minutes of the meeting at which this resolution is adopted and which is hereby made a part hereof as if set out herein) E.B. Peebles explained the Appropriation Agreement and Deed document presented and asked the authority to accept these document to be executed. Mike Ford moved to have the Chairman of the AiTort Authority execute same, motion was seconded by Joe McEnerney 2" the motion and it passed with one no vote by Ken Knutsen. AGREEMENT This agreement (the agreement) is made and entered into on this 15th day of March 2007 by and between the City of Fairhope, Alabama, a municipal corporation (hereinafter referred to as the City) and Fairhope Airport Authority, an Alabama public corporation (hereinafter referred to as the Authority). RECITALS As of the date hereof, the City owns fee simple title in and to the H.L. "Sonny" Callahan Airport (sometimes also known as the Fairhope Municipal Airport) (the Airport) located within the City; and The Airport is open to use by public aircraft operators and owners, and the City understands that the operation of the Airport is essential to continued economic growth and development within the City and the well-being and overall quality of life of the citizens of the City; and In order to promote the efficient operation, management and expansion of the Airport, on February 26, 2007, the City Council of the City authorized and approved the formation of the Authority pursuant to Article 2, Chapter 3, 10 15 Title 4, Section 4-3-40 et., seq., of the Code of Alabama 1975, as amended, in order to, among other things, enable it to own, operate and manage the Airport, and in connection therewith the City has conveyed fee simple title in and to the Airport to the Authority; In order to foster continued economic growth and development within the City, as well as to improve the quality of life and well-being of the citizens of the City, the Authority has ascertained and deemed it necessary, wise and in the public interest to (i) acquire certain parcels of real property as more particularly described on (Exhibit A) (the New Property) hereto located at or around the Airport as it currently exists for future expansion and improvement of the Airport; (ii) construct and acquire taxiways and related capital improvements at the Airport, and (iii) refinance a construction loan made to construct and acquire aircraft hangars for use by aircraft owners and operators at the Airport (collectively, the Airport Improvement Project); and The Authority has determined to issue under and pursuant to a Trust Indenture dated as of March 1, 2007 ( the Indenture), between the Authority and Regions Bank, Birmingham, Alabama (the "Trustee") its $8,845,000 Airport Improvement Bonds, Series 2007 (the Bonds), for the purpose of paying the costs of the Airport Improvement Project as well as a portion of the costs of issuing the Bonds; and The Authority has caused Allied Irish Banks, p.l.c., acting through its New York Branch (AIB), to issue its direct pay letter of credit (the "Letter of Credit) in favor of the Trustee to pay debt service on the Bonds and the purchase price of Bonds tendered for purchase in accordance with the terms of the Indenture. The Letter of Credit is being issued under and pursuant to a Letter of Credit Reimbursement Agreement (the Reimbursement Agreement) BETWEEN THE Authority and AIB; and In accordance with the terms of the Reimbursement Agreement, the Authority has executed and delivered a mortgage respecting the New Property ( the Mortgage) and has delivered the Mortgage respecting the New Property in favor of AIB for deposit into an escrow agreement (the Escrow Agreement) by and among the City, the Authority, AIB and Regions Bank, in its capacity as escrow trustee thereunder. Under the terms of the Escrow Agreement, the Mortgage will be held in escrow pending certain circumstances in which Regions Bank, as escrow trustee, may be directed by AIB to file and record the Mortgage.; and The City and the Authority have determined that expanding the size and operations of the Airport through the Airport Improvement Project will promote continued growth within the City, as well as improve and enhance the general well-being of the citizens of the City. 11 13 In connection with the issuance of the Bonds, the City and the Authority will enter into an Appropriation Agreement dated as of March 1, 2007, ( the Appropriation Agreement) under which the City would make payments of certain amounts to the Board at the times and in the amounts necessary to provide for payments of debt service and other fees and expenses respecting the Bonds with respect to, and only during, each fiscal year of the City during which the Appropriation Agreement may be in effect; and The City and Authority have determined to enter into this Agreement in order to set -forth the agreements and understandings of the City and the Authority respecting the New Property and all improvements thereon. NOW THEREFORE, the parties hereby covenant, promise and agree as follows: If, at any time on or after the fifth anniversary hereof while the Bonds are outstanding and the Appropriation Agreement is in effect the Authority does not reimburse the City for principal payments made by the City under the Appropriation Agreement, upon written request of the City the Authority shall be obligated to transfer fee simple title in and to the New Property, and all improvements thereon, to the City in exchange for $10.00 from the City. 2. The terms of this Agreement are subject to the Reimbursement Agreement, the Indenture, the Mortgage, the Escrow Agreement, and any and all other agreements entered into or executed in connection with the issuance of the Bonds (collectively, the Bond Documents). In the event the terms of this Agreement shall conflict with the terms of the Bond Documents, the terms of the Bond Documents shall govern. IN WITNESS WHEREOF the parties have set their hands and seals on this day of March, 2007. THE CITY OF FAIRHOPE ATTEST: Geniece Johnson, City Clerk in s/Tim Kant As Its Mayor FAIRHOPE AIRPORT AUTHORITY in As Its Chairman 12 it ATTEST: Its Secretary Charles Zunk presented and explained the draft deed from the City for the existing airport property. The draft deed is as follows: STATE OF ALABAMA: COUNTY OF BALDWIN: KNOW ALL MEN BY THESE PRESENTS, that the CITY OF FAIRHOPE, a municipal corporation organized under the laws of the State of Alabama, the Grantor, in consideration of the sum of ONE DOLLAR ($1.00) and other good and valuable consideration, hereby acknowledged to have been paid to it by the FAIRHOPE AIRPORT AUTHORITY, a public corporation organized under the laws of Alabama on the 6th day of March, 2007, the Grantee, does hereby GRANT, BARGAIN, SELL, and CONVEY unto the said Grantee its successors and assigns, all of that real property situated in the County of Baldwin, State of Alabama, described as follows: All of that real property owned by the City of Fairhope comprising or being part of the H.P. "Sonny" Callahan Airport (sometimes known as the Fairhope Municipal Airport), which is located in Sections 4 and 9, Township 7 South, Range 2 East, as well as all easements of all types appurtenant to the real property conveyed hereby, including, without limitation glide path easementsand other easements for aircraft clearance. THIS CONVEYANCE IS MADE SUBJECT TO: All matters of record in the Office of the Judge of Probate of Baldwin 13 County, Alabama. Together with all and singular the rights, members, privileges and appurtenances thereunto belonging, or in any wise appertaining; to have and to hold the same unto the Grantee, its successors and assigns, forever. Grantor covenants and agrees with Grantee to execute and deliver to Grantee such additional instruments of conveyance as may be requested by Grantee to further confirm Grantor's intent. IN WITNESS WHEREOF, the CITY OF FAIRHOPE, a municipal corporation, the Grantor, has caused its seal to be hereto affixed and these presents to be executed by its Mayor and attested by its City Clerk on this day of March, 2007. in (AFFIX SEAL) ATTEST: City Clerk THE CITY OF FAIRHOPE, A Municipal Corporation, Its Mayor 14 STATE OF ALABAMA: COUNTY OF BALDWIN: I, the undersigned authority, a Notary Public in and for said State and County, do hereby certify that and whose names as Mayor and City Clerk of the CITY OF FAIRHOPE, a Municipal Corporation, are signed to the foregoing conveyance, and who are known to me, acknowledged before me on this day, that, being informed of the contents of said conveyance, they, as such officers, and with full authority, executed the same voluntarily for and as the act of the said municipal corporation. Given under my hand and official notarial seal on this the day of March, 2007. NOTARY PUBLIC Grantor's Address Grantee's Address: CITY OF FAIRHOPE FAIRHOPE AIRPORT AUTHORITY Fairhope, Alabama Fairhope, Alabama This instrument prepared by: Officer's Certificate — Rod Kanter of Bradley, Arant, explained this document is part of the Letter of Credit Bank documents and is customary. Charlie Bassett moved to authorize the Chairman and Secretary to execute it. Mike Ford 2"d the motion and it passed unanimously. 15 FAIRHOPE AIRPORT AUTHORITY $8,845,000 Airport Improvement Bonds, Series 2007 Officers' Certificate The undersigned, Charles R. Zunk, Chairman, and Joe McEnerny, Secretary, of FAIRHOPE AIRPORT AUTHORITY, an Alabama public corporation (the "Authority"), do hereby certify that: 1. All representations, warranties and statements made by the Authority in the Financing Documents and in certificates and other documents executed and delivered in connection therewith are (except as affected by transactions thereby contemplated) true on and as of the date hereof, with the same effect as though such representations, warranties and statements had been made on and as of the date hereof; 2. The Authority has not taken or suffered to be taken any action to dissolve the Authority, or to alter, rescind or amend the corporation actions taken to authorize the transactions contemplated by the Financing Documents; 3. The execution and delivery of the Financing Documents to which the Authority is a party and the performance by the Authority of its obligations under such instruments do not (a) conflict with, or result in a violation of or default under the certificate of incorporation or bylaws of the Authority or of any agreement, instrument, order or judgment to which the Authority is a party or is subject or (b) result in or require the creation or imposition of any lien of any nature upon or with respect to the Collateral, as such term is defined in that certain Pledge Agreement between the Authority and the Credit Obligor dated as of March 1, 2007, or Trust Estate, as such term is defined in the Indenture, except as contemplated by the Financing Documents; 4. There is no action, suit, proceeding, inquiry or investigation pending before any court or governmental authority, or threatened against or affecting the Authority or the properties of the Authority, which involves the consummation of the transactions contemplated by, or the validity or enforceability of, the Financing Documents or the Letter of Credit; and 5. The Authority has performed all covenants and agreements on its part required to be performed by the Financing Documents. 16 3 For purposes hereof, the term "Financing Documents" shall refer to the Letter of Credit Reimbursement Agreement dated as of March 1, 2007 between the Authority and Allied Irish Bank, p.l.c. (the "Credit Agreement"), together with the Bond Documents and Collateral Documents defined therein, and other capitalized terms used herein have the meanings ascribed thereto in the Credit Agreement. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this day of March, 2007. Charles R. Zunk Chairman Joe McEnerny Secretary A Resolution was presented approving repayment of the existing loan. Louis Mapp moved to pass this resolution, Mike Baugh 2"d the motion and it passed with one no vote by Ken Knutsen as follows: Resolution of Fairhope Airport Authority Approving Repayment of Existing Loan Now Therefore Be It Resolved That, upon motion, second and passage by vote of all of the Directors, the Board of Directors of Fairhope Airport Authority now hereby approves the repayment of a loan to Compass Bank, dated 10/19/2006, of original face value of $500,000. Be It Further Resolved That, upon motion, second, and passage by vote of all of the Directors, the Board of Directors of Fairhope Airport Authority now hereby approves funding this repayment from part of the proceeds of its 2007 Bond Issue of $8,845,000. A resolution was presented approving and ratifying additional actions by its Chairman. Mike Ford moved to approved the resolution, Charlie Bassett 2"d the motion and it passed with one no vote by Ken Knutsen as follows: Resolution of Fairhope Airport Authority Approving and ratifying additional actions by its Chairman 17 1 Whereas, the Fairhope Airport Authority in its meetings of March 6, 2007 and March 14, 2007 has approved Resolutions to acquire and operate the H.L. "Sonny" Callahan Airport, to acquire an additional 250+/- acres of land for the H.L. "Sonny" Callahan Airport, to repay an existing loan on new T- Hangars located at the H.L. "Sonny" Callahan Airport, to construct a new taxiway at the H.L. "Sonny" Callahan Airport; and Whereas, the Fairhope Airport Authority in its meetings of March 6, 2007 and March 14, 2007 has approved Resoltuions to finance these undertakings with a bond issue of $8,845,000; Now Therefore Be It Resolved That, upon motion, second, and passage by vote of all of the Directors, the Board of Directors of Fairhope Airport Authority now hereby APPROVES and RATIFIES any additional actions of its Chairman for the purpose of executing and delivering such additional instruments as may be required to further confirm and conclude the intent of these Resolutions. A Land Farming Contract for one crop for 2007 only was presented regarding part of the land we are purchasing from Mason McGowin and the Street family. This involves 85 acres and we have talked to bond counsel and they said we could execute the contract for one year only. Louis Mapp moved, Charlie Bassett seconded for the chairman to execute this contract as presented. Mike Baugh asked that indemnification agreement be added to the contract before execution. Motion passed unanimously with addition of indemnification agreement being presented at time of signing from the Street family. Contract follows: LAND FARMING CONTRACT ONE CROP FOR 2007 ONLY 1. The background to this document is this: The Fairhope Airport Authority ["the Authority"] is buying some land next to the airport, from Mason McGowin or his interests, as title may appear. Eric Street doing business as Fairhope Dairy ["Mr. Street"] has, in the past, farmed some of this land when it was owned by its present or previous owner, the McGowin interests. The Airport Authority believed in good faith that after it bought the land it could let Mr. Street plant at least one more crop this year, and told him he could. In reliance on this, Mr. Street has limed and fertilized the ground and relied on planting the crop there. As the land purchase transaction by the Airport developed, the Authority learned for the first time that because of complex legal issues relating to the bond issue whose proceeds will be used to buy the land, the Authority could not rent the land to Mr. Street. Everybody recognizes that this is unfair to Mr. Street and it is too late for him to arrange for other land for this year. The Authority has consulted with bond counsel and has learned that because of these events, which were not anticipated by anybody, and because of the unfairness to Mr. Street im otherwise, the Authority can let Mr. Street complete the crop which he has already started, provided he not pay anything to the Authority at all, in any manner, shape or form. 2. None of this is fault of either the Authority or Street. It is just one of those thing that happens when people are trying to comply with complicated laws and all that. But it is unfair to Mr. Street anyway, and so everyone is trying to fix it, legally, if we can. This may not be perfect but it is the best we can do under the circumstances. 3. THEREFORE, the Fairhope Authority hereby grants a one -crop license to Eric Street doing business as Fairhope Dairy, so he can farm the 85 or so acres that he normally farms on that land, on the following basis: A. Mr. Street can only farm the 85 or so acres that he previously farmed when the land was owned by the McGowin interests; B. Mr. Street can plant only one crop, the 2007 crop for which he has already been preparing the ground, which we understand to be peanuts; C. Mr. Street is not allowed to pay any money or anything of value, or perform any service, or do any favors, or give or lend anything of value to the Authority or to anybody connected with it, in return for the use of this land; this deal is and is required by the laws to be free gratis to Mr. Street; D. When the crop is ready to be harvested, Mr. Street is expected and required to harvest his crop reasonably promptly, in accordance with normal agricultural usage, and then shortly afterward promptly to vacate the land and remove his machinery and any remaining farming material from the land. FAIRHOPE AIRPORT AUTHORITY By: Charles R. Zunk Date of Signature: Attest: Joe T. McEnerney Its Secretary ERIC STREET, individually and d/b/a FAIRHOPE DAIRY BY: Eric Street Date of Signature: 19 Treasurer's Report — Joe McEnerney said he did not have one. Festival of Flight — Ken Knutsen reported actions being done by committee and said this will be a two day event May 19-20 and that the reception this year will be held at the new library. They are expecting double the 7,000 crowd that attended last year and he will have more to report as time goes on. The bills were approved for payment when funds are available on motion by Mike Ford, 2"d by Joe McEnerney and unanimously carried as follows: Hunter Security $70.00 Fed Ex 11.00 Fed Ex 26.00 Fed Ex 40.00 Volkert— Prel. Wk. Taxiway 1,396.00 Robbie Robertson — E & O Insurance 15,120.00 There being no further business to come before the meeting, the same was, on motion duly made, seconded and unanimously carried adjourne at 5:05 PM. Charles R. Zunk, ChArman Fairhope Airport Adthority NEI