2004 S Finance - BB&T Refinancing Installment Purchase Agreement

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SECTION 1. DEFINITIONS For purposes of this Contract, the following definitions will apply: 1.1. "Equipment" means all of the property described in Exhibit A attached hereto, including any Equipment to be affixed to or attached to real estate as fixtures. 1.2. "Escrow Deposit Agreement" means the Escrow Deposit Agreement dated as of November 12, 2004 by and between the County and the Bank pursuant to which the Bank agrees to hold the Escrow Funds on behalf of County and to advance such Escrow Funds in accordance with the terms thereof. 1.3. "Escrow Fund" means the funds deposited by the County with the Bank pursuant to the terms of the Escrow Deposit Agreement. 1.4. "Installment Payments" means those payments made by the County to the Bank as described in Section 3 of this Contract and in the Payment Schedule. 1.5. "Loan Amount" means the amount described in Exhibit B hereto which will be advanced by the Bank to enable the County to finance the purchase and construction, installation or repair of the Equipment, under the terms of this Contract. 1.6. "Net Proceeds," when used with respect to any proceeds from policies of insurance required hereunder or proceeds of any condemnation award arising out of the condemnation of all or any portion of the Equipment, means the amount remaining after deducting from the gross proceeds thereof all expenses (including, without limitation, attorneys' fees and costs) incurred in the collection of such proceeds. 1.7. "Payment Schedule" means the document labeled "Payment Schedule" attached hereto as Exhibit B and incorporated herein by reference, which describes the County's Installment Payments. 1.8. "Prime Rate" means the Bank's prime rate, which is one of the Bank's variable rate indices for credit extensions and is set by the Bank at its discretion based on the Bank's perception of market interest rate levels, trends and general economic conditions. It is not tied to any specific index published by any third party and is not represented by the Bank to be the lowest rate at which the Bank extends credit. SECTION 2. ADVANCE OF LOAN AMOUNT The Bank agrees to advance the Loan Amount to the County and the County agrees to borrow the Loan Amount from the Bank to be applied in accordance with the terms and conditions of this Contract. The proceeds of the Loan Amount shall be used to purchase and to install, construct or repair the Equipment. The advance by the Bank shall be made by the deposit by the Bank to the Escrow Fund of the Loan Amount. The Loan Amount may be invested pending disbursement, and shall be disbursed to acquire and to install, construct or repair the Equipment in accordance with the Escrow Deposit Agreement. The County shall pay any additional sums necessary to purchase and install, construct or repair the Equipment 2