Everett Public Facilities District 8/23/2018

WHEREAS, the District, under authority of its Resolution No. 154-07 and Resolution No. 155-07, adopted on February 1, 2007, issued its Project Revenue Bonds, Series 2007 (the"2007 Bonds") for the purpose of providing a portion of the funds needed to provide permanent financing for the Events Center for the benefit of the City and its residents; and WHEREAS, pursuant to Ordinance No. 3405-14, adopted by the City Council on October 8, 2014 (the "2014 Refunding Ordinance"), the City issued its Limited Tax General Obligation Refunding Bonds, 2014 ("2014 Bonds"), a portion of which were designated as the 2014 PFD Refunding Bonds (herein further defined) and used to refund the 2007 Bonds; and WHEREAS, the District and the City entered into an Interlocal Agreement, dated as of October 1, 2014 (the "2014 Interlocal Agreement") pursuant which the District agreed to pay or reimburse the City for payments made by the City with respect to the 2014 PFD Refunding Bonds; and WHEREAS, the District and the City entered into an Interlocal Agreement XFINITY Arena Scoreboard Loan in 2015 pursuant to which the City loaned $665,000 to the District in order to finance the replacement of the scoreboard in the Events Center (the "2015 Scoreboard Interlocal Agreement"); and WHEREAS, pursuant to its Resolution Nos. 152-07 and 153-07 the District issued its Limited Sales Tax and Interlocal Revenue Bonds, Series 2007A (the "2007A LSTIR Bonds") in order to provide a portion of the funds required to provide permanent financing for the original construction of the Events Center; and WHEREAS, the 2007A LSTIR Bonds may now be redeemed at the option of the District; and WHEREAS, the District has provided its proposed refinancing plan to the City and requested the participation and assistance of the City through the issuance of the District's Limited Sales Tax and Interlocal Revenue Refunding Bonds, Series 2018A and Series 2018B (together,the "2018 Bonds"); and WHEREAS, the City has agreed to support the refunding plan of the District, subject to the terms of this Agreement; and WHEREAS, this Agreement is intended to consolidate, amend, restate the terms of the Annual Contribution Interlocal, the Hotel/Motel Tax Interlocal Agreement, the 2014 Interlocal Agreement and the 2015 Scoreboard Interlocal Agreement as well as provide the additional terms for the City's support of the District's refunding plan for the 2007A LSTIR Bonds; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto covenant and agree as follows. -2- 501534419 v3