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BOOK 102 PACE -353 <br />RESOLUTION NO. 97- 82 <br />A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED <br />$4,080,000 AGGREGATE PRINCIPAL AMOUNT OF INDIAN RIVER <br />COUNTY, FLORIDA INDUSTRIAL DEVELOPMENT REVENUE BONDS <br />(OCEAN SPRAY CRANBERRIES, INC. PROJECT), SERIES 1997; <br />APPROVING THE FORMS OF A TRUST INDENTURE, LOAN AGREEMENT <br />AND BOND PURCHASE AGREEMENT RELATING TO THE NEGOTIATED <br />SALE OF THE BONDS TO THE UNDERWRITERS; AUTHORIZING <br />EXECUTION OF A TRUST INDENTURE, LOAN AGREEMENT AND BOND <br />PURCHASE AGREEMENT; APPROVING AND AUTHORIZING THE EXE- <br />CUTION AND DELIVERY OF CERTAIN ADDITIONAL AGREEMENTS <br />NECESSARY OR DESIRABLE IN CONNECTION WITH THE ISSUANCE OF <br />AND PROVISION OF SECURITY FOR THE BONDS; APPOINTING A <br />TRUSTEE, REGISTRAR, PAYING AGENT, TENDER AGENT AND <br />REMARKETING AGENT WITH RESPECT TO THE BONDS; PROVIDING <br />THAT THE BONDS SHALL BE ISSUED IN FULL BOOK ENTRY FORM; <br />APPROVING THE FORM OF A PRELIMINARY OFFERING MEMORANDUM <br />-RELATING TO THE SALE OF THE BONDS AND AUTHORIZING THE <br />DISTRIBUTION THEREOF; DEEMING THE PRELIMINARY OFFERING <br />MEMORANDUM FINAL AS OF ITS DATE; AUTHORIZING THE <br />DISTRIBUTION OF AN OFFERING MEMORANDUM IN CONNECTION WITH <br />THE ISSUANCE AND DELIVERY OF SUCH BONDS; PROVIDING <br />CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND <br />PROVIDING AN EFFECTIVE DATE. <br />WHEREAS, the Board of County Commissioners (the "Hoard') of <br />Indian River County, Florida (the 'County') by resolution adopted <br />April 22, 1997 (the "Inducement Resolution") expressed its <br />intention to provide the financing of the acquisition. <br />rehabilitation and expansion of a solid waste disposal facility <br />located in the County (the "Project") on behalf of Ocean Spray <br />Cranberries, Inc. (the "Company') through the issuance of the <br />County's bonds; and <br />WHEREAS, the Board, following a public hearing on May 6, 1997 <br />regarding the issuance of the- bonds on behalf of the Company <br />adopted a resolution granting approval thereof in accordance with <br />section 147(f) of the Internal Revenue Code of 1986, as amended <br />(the "Code'); and <br />WHEREAS, by this Resolution (the "Resolution") the County <br />desires to authorize the issuance of the County's Industrial <br />Development Revenue Bonds (Ocean Spray Cranberries, Inc. Project) <br />Series 1997 (the "Bonds"), in the aggregate principal amount not to <br />exceed $4,080,000, for the purpose stated above and to provide for <br />other matters consistent therewith; and <br />WHEREAS, the County desires to approve the forms of Trust <br />Indenture and Loan Agreement to be executed in connection with the <br />issuance of the Bonds; and <br />WHEREAS, the County wishes to approve the form of a Preli- <br />minary Offering Memorandum in connection with the sale of its Bonds <br />and to authorize distribution thereof in connection with the <br />issuance and delivery of the Bonds and to authorize a final <br />Offering Memorandum; and <br />AUGUST 19, 1997 <br />