SUPPLEMENT TO AMENDED SUMMARY OF OFFER TO PURCHASE FOR CASH DATED NOVEMBER 24, 2015

Transcription

1 SUPPLEMENT TO AMENDED SUMMARY OF OFFER TO PURCHASE FOR CASH DATED NOVEMBER 24, 2015 CITY OF TAVARES, FLORIDA FIRST MORTGAGE REVENUE BONDS (OSPREY LODGE AT LAKEVIEW CREST) SERIES 2011A BONDS (July 1) Amount Interest Rate Price CUSIP ,720, % % AR ,540, % % AS ,370, % % AT3 SERIES 2011B TAXABLE BONDS (July 1) Amount Interest Rate Price CUSIP , % % AU , % % AV ,175, % % AW6 SERIES 2011C ADJUSTABLE RATE TAXABLE BONDS (July 1) Amount Current Interest Rate Price CUSIP ,845, % 100% AX4 LAKE COUNTY, FLORIDA INDUSTRIAL DEVELOPMENT REVENUE BONDS (CRANE S VIEW LODGE PROJECT) SERIES 2012A BONDS (November 1) Amount Interest Rate Price CUSIP ,855, % % AA ,025, % % AB ,820, % % AC5 SERIES 2012B TAXABLE BONDS (November 1) Amount Interest Rate Price CUSIP ,730, % % AD ,505, % % AE1

2 CAPITAL TRUST AGENCY FIRST MORTGAGE REVENUE BONDS (STUART LODGE PROJECT) SERIES 2013A BONDS (January 1) Amount Interest Rate Price CUSIP ,370, % % 14052W BF , % % 14052W BK ,810, % % 14052W BG ,920, % % 14052W BH9 SERIES 2013B TAXABLE BONDS (January 1) Amount Interest Rate Price CUSIP , % % 14052W BJ5 Following are changes to the Amended Offer to Purchase dated November 24, 2015: 1. The Expiration Date has been changed to December 9, A condition for tender is that Bondholders who tender their Bonds must consent to the amendments to the indentures under which the Osprey Bonds, the Crane s View Bonds and the Stuart Bonds were issued, which amendments are in substantially the forms attached to this Supplement as Exhibit A, to permit immediate redemption of Bonds without a premium. The consent has been added to the Bondholder s Instructions attached hereto as Exhibit B. If you have already submitted Bondholder s Instructions, you may instruct the Tender Agent or the Information Agent in writing to replace the form you have submitted with the form attached hereto. 3. Provided that at least 70% of the Crane s View Bonds and at least a majority of the Osprey Bonds and the Stuart Bonds are tendered and accepted, Bonds that are not tendered will be redeemed at a price equal to par plus interest accrued through the date of redemption immediately following the Settlement Date. The date of this Supplement to the Amended Offer to Purchase is December 4, 2015.

3 EXHIBIT A FORMS OF SUPPLEMENTAL INDENTURES

4 FIRST SUPPLEMENTAL TRUST INDENTURE between CITY OF TAVARES, FLORIDA and U.S. BANK NATIONAL ASSOCIATION as Trustee Dated as of December 1, 2015 Relating to 15,630,000 City of Tavares, Florida First Mortgage Revenue Bonds, Series 2011A (Osprey Lodge at Lakeview Crest) and 2,735,000 City of Tavares, Florida First Mortgage Taxable Revenue Bonds, Series 2011B (Osprey Lodge at Lakeview Crest) and 5,000,000 City of Tavares, Florida Adjustable Rate First Mortgage Taxable Revenue Bonds, Series 2011C (Osprey Lodge at Lakeview Crest)

5 FIRST SUPPLEMENTAL TRUST INDENTURE This FIRST SUPPLEMENTAL TRUST INDENTURE dated as of December 1, 2015 (this Supplement ), between the CITY OF TAVARES, FLORIDA (the Issuer ), a municipality organized and existing under the laws of the State of Florida (the State ) and a local agency within the meaning of Chapter 159, Part II, Florida Statutes (the Act ), and U.S. BANK NATIONAL ASSOCIATION, a national banking association and having a corporate trust office in Orlando, Florida, as trustee (in such capacity, together with any successor in such capacity the Trustee or the Trustee ); W I T N E S S E T H: WHEREAS, on July 21, 2011, the Issuer issued the Bonds, as defined in and issued under the Trust Indenture, dated as of July 1, 2011, between the Issuer and the Trustee (the Original Indenture ) and lent the proceeds of the Bonds to Living Well Lodges Clermont, LLC, a Florida limited liability company (the Borrower ), pursuant to the Loan Agreement, dated as of July 1, 2011 (the Loan Agreement ), between the Issuer and the Borrower; and WHEREAS, the proceeds of the Bonds were used to acquire, construct, install and equip a 76- unit adult assisted living facility and a 48-unit Alzheimer/memory care facility and related improvements and to fund a portion of the interest owing on the Bonds, fund a debt service reserve fund, fund a working capital reserve fund, fund an operating reserve fund a liquidity support fund, and pay costs of issuing the Bonds; and WHEREAS, all capitalized words not defined in the Supplement shall have the meanings set forth in the Original Indenture and the Loan Agreement; and WHEREAS, the Borrower has requested that the Issuer and the Trustee enter into the Supplement; and WHEREAS, a Majority of the Bondholders and the Borrower have consented to the Supplement as required by Article IX of the Original Indenture and the opinion of Bond Counsel required by the Original Indenture has been delivered; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto formally covenant, agree and bind themselves as follows: Section 1. Amendment to Section 301(b) of the Original Indenture. Section 4.01(a), (b) and (c) of the Original Indenture is hereby deleted in its entirety and the following is substituted therefor: Optional Redemption. The Series 2011 Bonds are subject to redemption prior to maturity on or after November 1, 2015, in whole or in part on any date from an optional prepayment of the Note by the Borrower, the maturities of such Series 2011 Bonds to be redeemed to be selected by the Borrower, with less than all of a single maturity or sinking fund payment of the Series 2011 Bonds to be selected by lot by the Trustee in such manner as may be designated by the Trustee, at the redemption price of 100% of the principal amount thereof (par) plus accrued interest to the date of redemption. Section 2. Amendment to Section 302(a) of the Original Indenture. Section 302(a) of the Original Indenture is hereby deleted in its entirety and the following is substituted therefor:

6 (a) The Trustee shall cause notice of the call for any redemption under Section 301 identifying the Bonds to be redeemed to be sent by first class mail not less than five (5) days prior to the redemption date to the Holder of each Bond to be redeemed at his, her or its address as it appears on the Bond Register, provided however, that except in the case of a mandatory sinking fund redemption the Borrower shall have given the Trustee notice to send the redemption notice at least five (5) days, or such shorter notice as is acceptable to the Trustee, prior to the date the Trustee is to send such notice. Failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Bond with respect to which no such failure or defect shall have occurred. Section 3. Survival. Except as specifically provided in the Supplement, all terms and conditions of the Original Indenture shall remain in full force and effect, unaltered and unamended hereby. [Signatures Follow] 2

7 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Supplement to be executed in their respective corporate names as of the date first above written. [SEAL] CITY OF TAVARES, FLORIDA ATTEST: By: Robert Wolfe Mayor Nancy Barrett City Clerk U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Vice President [Signature Page of First Supplemental Trust Indenture]

8 SECOND SUPPLEMENTAL BOND TRUST INDENTURE between LAKE COUNTY, FLORIDA and U.S. BANK NATIONAL ASSOCIATION as Bond Trustee securing the 21,700,000 LAKE COUNTY, FLORIDA INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 2012A (CRANE S VIEW LODGE PROJECT) AND 4,235,000 LAKE COUNTY, FLORIDA TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 2012B (CRANE S VIEW LODGE PROJECT) Dated as of December 1, 2015

9 SECOND SUPPLEMENTAL BOND TRUST INDENTURE This Second Supplemental Bond Trust Indenture dated as of December 1, 2015 (this Supplement ), between the LAKE COUNTY, FLORIDA (the Issuer ), a political subdivision created and existing under the laws of the State of Florida (the State ) and a local agency within the meaning of Chapter 159, Part II, Florida Statutes (the Act ), and U.S. BANK NATIONAL ASSOCIATION, a national banking association and having a corporate trust office in Orlando, Florida, as trustee (in such capacity, together with any successor in such capacity the Bond Trustee or the Trustee ); W I T N E S S E T H: WHEREAS, on November 26, 2012, the Issuer issued the Bonds, as defined in and issued under the Bond Trust Indenture, dated as of November 1, 2012, between the Issuer and the Trustee, as previously amended by Amendment Number One to Trust Indenture dated as of November (collectively, the Original Bond Indenture ) and lent the proceeds of the Bonds to Living Well Lodges Clermont, LLC, a Florida limited liability company, the Obligated Group Agent (as hereinafter defined) for the Obligated Group (as hereinafter defined) established under the Master Indenture dated as of November 1, 2012 between the Obligated Group Agent and U.S. Bank National Association, a national banking association, as Master Trustee, as it may be amended from time to time (the Master Indenture ), pursuant to the Loan Agreement, dated as of November 1, 2012 (the Loan Agreement ), between the Issuer and the Obligated Group Agent, on behalf of the Obligated Group created by the Master Indenture; and WHEREAS, the proceeds of the Bonds were used to acquire, construct, install and equip a 128-unit assisted living and memory care facility and related improvements and to fund a portion of the interest owing on the Bonds, to make a deposit to the Debt Service Reserve Fund (as defined in the Original Bond Indenture), to make a deposit to the working capital fund created pursuant to the Master Indenture, and to pay costs of issuing the Bonds; and WHEREAS, all capitalized words not defined in this Supplement shall have the meanings set forth in the Original Bond Indenture and the Loan Agreement; and WHEREAS, there has occurred and is continuing an Event of Default under the Original Bond Indenture; and WHEREAS, the Obligated Group Agent has requested that the Issuer and the Bond Trustee enter into this Supplement; and WHEREAS, more than 70% of the Holders of the Bonds and the Obligated Group have consented to this Supplement as required by Sections 1102 and 1103 of the Original Bond Indenture and the opinion of Bond Counsel required by Sections 1104 of the Original Bond Indenture has been delivered; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto formally covenant, agree and bind themselves as follows: Section 1. Amendment to Section 301(b) of the Original Bond Indenture. Section 301(b) of the Original Bond Indenture is hereby deleted in its entirety and the following is substituted therefor:

10 Optional Redemption. The Tax-Exempt Bonds are subject to redemption prior to maturity on or after November 1, 2015, in whole or in part on any date from an optional prepayment of Obligation No. 1 relating to the Tax-Exempt Bonds by the Obligated Group Agent, the maturities of such Tax-Exempt Bonds to be redeemed to be selected by the Obligated Group Agent, with less than all of a single maturity or sinking fund payment of Tax- Exempt Bonds to be selected by lot by the Bond Trustee in such manner as may be designated by the Bond Trustee, at the redemption price of 100% of the principal amount thereof (par) plus accrued interest to the date of redemption. The Taxable Bonds are subject to redemption prior to maturity on or after November 1, 2015, in whole or in part on any date from an optional prepayment of Obligation No. 2 relating to the Taxable Bonds by the Obligated Group Agent, the maturities of such Taxable Bonds to be redeemed to be selected by the Obligated Group Agent, with less than all of a single maturity or sinking fund payment of Taxable Bonds to be selected by lot by the Bond Trustee in such manner as may be designated by the Bond Trustee, at the redemption price of 100% of the principal amount thereof (par) plus accrued interest to the date of redemption. Section 2. Amendment to Section 302(a) of the Original Bond Indenture. Section 302(a) of the Original Bond Indenture is hereby deleted in its entirety and the following is substituted therefor: (a) The Bond Trustee shall cause notice of the call for any redemption under Section 301 identifying the Bonds to be redeemed to be sent by first class mail not less than five (5) days prior to the redemption date to the Holder of each Bond to be redeemed at his, her or its address as it appears on the Bond Register, provided however, that except in the case of a mandatory sinking fund redemption the Obligated Group shall have given the Bond Trustee notice to send the redemption notice at least five (5) days, or such shorter notice as is acceptable to the Bond Trustee, prior to the date the Bond Trustee is to send such notice. Failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Bond with respect to which no such failure or defect shall have occurred. Section 3. Conditions to Becoming Effective. Notwithstanding the foregoing, this Supplement will not become effective until the Issuer has received: (a) an indemnification from both the Obligated Group and the third party purchaser of the Sole Owner's interests as described in the recitals herein, (b) copies of the consents to the amendments set forth in this Supplement from no less than 70% of the Holders of the Bonds, (c) an Opinion of Bond Counsel as required by Section 1104 of the Original Bond Indenture, and (d) a copy of the Offer to Purchase relating to the Bonds, as amended, all of items (a) - (d) to be in form and substance acceptable to the Issuer. Section 4. Survival. Except as specifically provided in this Supplement, all terms and conditions of the Original Bond Indenture shall remain in full force and effect, unaltered and unamended hereby. [Signatures Follow] 2

11 IN WITNESS WHEREOF, the Issuer and the Bond Trustee have caused this Supplement to be executed in their respective corporate names as of the date first above written. LAKE COUNTY, FLORIDA By: Name: Title: Jimmy Connor Chairman, Board of County Commissioners [SEAL] Attest: Name: Neil Kelly Title: Clerk of the Board of County Commissioners U.S. BANK NATIONAL ASSOCIATION, as Bond Trustee By: Name: Janice Entsminger Title: Vice President [Signature Page of First Supplemental Bond Trust Indenture]

12 FIRST SUPPLEMENTAL BOND TRUST INDENTURE between CAPITAL TRUST AGENCY and U.S. BANK NATIONAL ASSOCIATION as Bond Trustee securing the 24,790,000 CAPITAL TRUST AGENCY FIRST MORTGAGE REVENUE BONDS, SERIES 2013A (STUART LODGE PROJECT) AND 515,000 CAPITAL TRUST AGENCY TAXABLE FIRST MORTGAGE REVENUE BONDS, SERIES 2013B (STUART LODGE PROJECT) Dated as of December 1, 2015

13 FIRST SUPPLEMENTAL BOND TRUST INDENTURE This First Supplemental Bond Trust Indenture dated as of December 1, 2015 (this Supplement ), between the CAPITAL TRUST AGENCY (the Issuer ), created and existing under the laws of the State of Florida (the State ) and a local agency within the meaning of Chapter 159, Part II, Chapter 163, Part I, and Chapter 166, Part II, Florida Statutes, Ordinance of the City Council (the City Council ) of Gulf Breeze, Florida (the City ) duly enacted by the City Council on October 7, 1997, as amended, restated and supplemented by Ordinance Nos , and duly enacted by the City Council on May 15, 2000, May 7, 2001 and September 6, 2011, respectively; Ordinance 2-00 duly enacted by the Town Council (the Town Council ) of Century, Florida (the Town and together with the City, the Sponsoring Political Subdivisions ), on August 7, 2000, as amended and supplemented by Ordinance Nos and 5-11 duly enacted by the Town Council on May 7, 2001 and October 3, 2011, respectively; an Interlocal Agreement, dated as of August 2, 1999, between the City and the Town, as amended and supplemented, particularly as amended and supplemented by Amendment No. 63 to the Interlocal Agreement ( Amendment No. 63 ), dated March 16, 2015 as amended by a First Amendment to Amendment No. 63 to Interlocal Agreement, dated as of October 5, 2015 (the First Amendment ), Resolution No , duly adopted by the City Council on March 16, 2015, approving Amendment No. 63, as supplemented by Resolution No duly adopted by the City Council on October 5, 2015, approving the First Amendment; Resolution No , duly adopted by the Town Council on March 16, 2015, approving Amendment No. 63, as supplemented by Resolution No duly adopted by the Town Council on October 5, 2015, approving the First Amendment; Resolution Nos and 10-15, duly adopted by the Issuer on February 18, 2015, and October 7, 2015, respectively, and other applicable provisions of law (the Act ), and U.S. BANK NATIONAL ASSOCIATION, a national banking association and having a corporate trust office in Orlando, Florida, as trustee (in such capacity, together with any successor in such capacity the Bond Trustee or the Trustee ); W I T N E S S E T H: WHEREAS, on January 24, 2013, the Issuer issued the Bonds, as defined in and issued under the Bond Trust Indenture, dated as of January 1, 2013, between the Issuer and the Trustee (the Original Bond Indenture ) and lent the proceeds of the Bonds to Stuart Lodge Properties LLC, a Florida limited liability company, the Obligated Group Agent (as hereinafter defined) for the Obligated Group (as hereinafter defined) established under the Master Indenture dated as of January 1, 2013 between the Obligated Group Agent and U.S. Bank National Association, a national banking association, as Master Trustee, as it may be amended from time to time (the Master Indenture ), pursuant to the Loan Agreement, dated as of January 1, 2013 (the Loan Agreement ), between the Issuer and the Obligated Group Agent, on behalf of the Obligated Group created by the Master Indenture; and WHEREAS, the proceeds of the Bonds were used to acquire, construct, install and equip a 128-unit assisted living and memory care facility and related improvements and to fund a portion of the interest owing on the Bonds, to make a deposit to the Debt Service Reserve Fund (as defined in the Original Bond Indenture), to make a deposit to the working capital fund created pursuant to the Master Indenture, and to pay costs of issuing the Bonds; and WHEREAS, all capitalized words not defined in the Supplement shall have the meanings set forth in the Original Bond Indenture and the Loan Agreement; and WHEREAS, the Obligated Group Agent has requested that the Issuer and the Bond Trustee enter into the Supplement; and

14 WHEREAS, a Majority of the Bondholders and the Obligated Group have consented to the Supplement as required by Sections 1102 and 1103 of the Original Bond Indenture and the opinion of Bond Counsel required by Sections 1104 of the Original Bond Indenture has been delivered; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto formally covenant, agree and bind themselves as follows: Section 1. Amendment to Section 301(b) of the Original Bond Indenture. Section 301(b) of the Original Bond Indenture is hereby deleted in its entirety and the following is substituted therefor: Optional Redemption. The Series 2013A Bonds are subject to redemption prior to maturity on or after November 1, 2015, in whole or in part on any date from an optional prepayment of Obligation No. 1 relating to the Series 2013A Bonds by the Obligated Group Agent, the maturities of such Series 2013A Bonds to be redeemed to be selected by the Obligated Group Agent, with less than all of a single maturity or sinking fund payment of Tax- Exempt Bonds to be selected by lot by the Bond Trustee in such manner as may be designated by the Bond Trustee, at the redemption price of 100% of the principal amount thereof (par) plus accrued interest to the date of redemption. The Taxable Bonds are subject to redemption prior to maturity on or after November 1, 2015, in whole or in part on any date from an optional prepayment of Obligation No. 2 relating to the Taxable Bonds by the Obligated Group Agent, the maturities of such Taxable Bonds to be redeemed to be selected by the Obligated Group Agent, with less than all of a single maturity or sinking fund payment of Taxable Bonds to be selected by lot by the Bond Trustee in such manner as may be designated by the Bond Trustee, at the redemption price of 100% of the principal amount thereof (par) plus accrued interest to the date of redemption. Section 2. Amendment to Section 302(a) of the Original Bond Indenture. Section 302(a) of the Original Bond Indenture is hereby deleted in its entirety and the following is substituted therefor: (a) The Bond Trustee shall cause notice of the call for any redemption under Section 301 identifying the Bonds to be redeemed to be sent by first class mail not less than five (5) days prior to the redemption date to the Holder of each Bond to be redeemed at his, her or its address as it appears on the Bond Register, provided however, that except in the case of a mandatory sinking fund redemption the Obligated Group shall have given the Bond Trustee notice to send the redemption notice at least five (5) days, or such shorter notice as is acceptable to the Bond Trustee, prior to the date the Bond Trustee is to send such notice. Failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Bond with respect to which no such failure or defect shall have occurred. Section 3. Survival. Except as specifically provided in the Supplement, all terms and conditions of the Original Bond Indenture shall remain in full force and effect, unaltered and unamended hereby. [Signatures Follow] 2

15 IN WITNESS WHEREOF, the Issuer and the Bond Trustee have caused this Supplement to be executed in their respective corporate names as of the date first above written. CAPITAL TRUST AGENCY By: [SEAL] Attest: U.S. BANK NATIONAL ASSOCIATION, as Bond Trustee By: Name: Janice Entsminger Title: Vice President [Signature Page of First Supplemental Bond Trust Indenture]

16 EXHIBIT B FORMS OF INSTRUCTIONS AND CONSENTS AND APPROVALS OF BONDHOLDERS [Attached]

17 PLEASE CONTACT YOUR ACCOUNT EXECUTIVE FOR ASSISTANCE IN COMPLETING THIS FORM BONDOWNER S INSTRUCTIONS TO BROKER OR BANK AND CONSENT AND APPROVAL With respect to Offer to purchase for cash: CITY OF TAVARES, FLORIDA FIRST MORTGAGE REVENUE BONDS (OSPREY LODGE AT LAKEVIEW CREST) SERIES 2011A BONDS (July 1) Amount Interest Rate Price CUSIP ,720, % % AR ,540, % % AS ,370, % % AT3 SERIES 2011B TAXABLE BONDS (July 1) Amount Interest Rate Price CUSIP , % % AU , % % AV ,175, % % AW6 SERIES 2011C ADJUSTABLE RATE TAXABLE BONDS (July 1) Amount Current Interest Rate Price CUSIP ,845, % % AX4 To: My Account Executive: I acknowledge receipt of the Amended Offer to Purchase dated November 24, 2015 and the Supplement to Offer to Purchase dated December 4, 2015 describing the offer to purchase (the Tender Offer ) by Lakeview Crest, LLC and Osprey Lodge LLC (the Osprey Offerors ). This Bondowner s Instructions Form instructs you to offer to sell to the Osprey Offerors the aggregate principal amount of each CUSIP Number specified by me below of the above-referenced Bonds (the Bonds ) owned by me that are held by your firm for my account at a price equal to the Price shown above for the principal amount of Bonds I tender plus accrued and unpaid interest from the last interest payment date to, but excluding, the Settlement Date (defined in the Offer to Purchase). I understand that my offers must be made in accordance with, and are subject to the terms of, the Tender Offer. The Bonds I am tendering: CUSIP Number Par Amount of Bonds Tendered

18 I hereby consent to and approve the execution, delivery and effectiveness of the First Supplemental Bond Indenture, expected to be dated as of December 1, 2015 (the First Supplement ), between Lake County, Florida (the Issuer ) and U.S. Bank National Association, as trustee (the Bond Trustee ). I hereby acknowledge that I have received the form of the First Supplement and consent to and approve all of the terms thereof. This Consent shall be effective on the date set forth below. This Consent is limited to those matters set forth specifically herein and shall not be construed to provide any waiver or consent with respect to any other action or document for which the Holder s consent or direction is required. The Issuer and the Bond Trustee may rely upon this Consent as an action by Holder for purposes of determining whether the requisite percentage of Holders has consented to the matters addressed herein, including without limitation, for purposes of Section 1102 of the Bond Trust Indenture, dated as of November 1, 2012, between the Issuer and the Bond Trustee. My Name, Signature, Address and Daytime Telephone Number: Signature(s) X X (Put Label Here) Print Bondowner s Name(s) Address: Dated, 2015 City State Zip Code (the date signed) ( ) Area Code and Daytime Telephone Number THIS COMPLETED AND SIGNED BONDOWNER S INSTRUCTIONS FORM SHOULD BE DELIVERED BY YOU TO YOUR ACCOUNT EXECUTIVE NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE EXPIRATION DATE IF YOUR ACCOUNT EXECUTIVE REQUIRES YOU TO SUBMIT WRITTEN TENDER INSTRUCTIONS.

19 PLEASE CONTACT YOUR ACCOUNT EXECUTIVE FOR ASSISTANCE IN COMPLETING THIS FORM BONDOWNER S INSTRUCTIONS TO BROKER OR BANK AND CONSENT AN APPROVAL With respect to Offer to purchase for cash: LAKE COUNTY, FLORIDA INDUSTRIAL DEVELOPMENT REVENUE BONDS (CRANE S VIEW LODGE PROJECT) SERIES 2012A BONDS (November 1) Amount Interest Rate Price CUSIP ,855, % % AA ,025, % % AB ,820, % % AC5 SERIES 2012B TAXABLE BONDS (November 1) Amount Interest Rate Price CUSIP ,730, % % AD ,505, % % AE1 To: My Account Executive: I acknowledge receipt of the Amended Offer to Purchase dated November 24, 2015 and the Supplement to Offer to Purchase dated December 4, 2015 describing the offer to purchase (the Tender Offer ) by Living Well Lodges Clermont, LLC and Crane s View Lodge, LLC (collectively, the Crane s View Offerors ). This Bondowner s Instructions Form instructs you to offer to sell to the Crane s View Offerors the aggregate principal amount of each CUSIP Number specified by me below of the above-referenced Bonds (the Bonds ) owned by me that are held by your firm for my account at a price equal to the Price shown above for the principal amount of Bonds I tender plus accrued and unpaid interest from the last interest payment date to, but excluding, the Settlement Date (defined in the Offer to Purchase). I understand that my offers must be made in accordance with, and are subject to the terms of, the Tender Offer. The Bonds I am tendering: CUSIP Number Par Amount of Bonds Tendered

20 I hereby consent to and approve the execution, delivery and effectiveness of the Second Supplemental Bond Indenture, expected to be dated as of December 1, 2015 (the Second Supplement ), between Lake County, Florida (the Issuer ) and U.S. Bank National Association, as trustee (the Bond Trustee ). I hereby acknowledge that I have received the form of the Second Supplement and consent to and approve all of the terms thereof. This Consent shall be effective on the date set forth below. This Consent is limited to those matters set forth specifically herein and shall not be construed to provide any waiver or consent with respect to any other action or document for which the Holder s consent or direction is required. The Issuer and the Bond Trustee may rely upon this Consent as an action by Holder for purposes of determining whether the requisite percentage of Holders has consented to the matters addressed herein, including without limitation, for purposes of Section 1102 of the Bond Trust Indenture, dated as of November 1, 2012, between the Issuer and the Bond Trustee. My Name, Signature, Address and Daytime Telephone Number: Signature(s) X X (Put Label Here) Print Bondowner s Name(s) Address: Dated, 2015 City State Zip Code (the date signed) ( ) Area Code and Daytime Telephone Number THIS COMPLETED AND SIGNED BONDOWNER S INSTRUCTIONS FORM SHOULD BE DELIVERED BY YOU TO YOUR ACCOUNT EXECUTIVE NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE EXPIRATION DATE IF YOUR ACCOUNT EXECUTIVE REQUIRES YOU TO SUBMIT WRITTEN TENDER INSTRUCTIONS.

21 PLEASE CONTACT YOUR ACCOUNT EXECUTIVE FOR ASSISTANCE IN COMPLETING THIS FORM BONDOWNER S INSTRUCTIONS TO BROKER OR BANK AND CONSENT AN APPROVAL With respect to Offer to purchase for cash: CAPITAL TRUST AGENCY FIRST MORTGAGE REVENUE BONDS (STUART LODGE PROJECT) SERIES 2013A BONDS (January 1) Amount Interest Rate Price CUSIP ,370, % % 14052W BF , % % 14052W BK ,810, % % 14052W BG ,920, % % 14052W BH9 SERIES 2013B TAXABLE BONDS (January 1) Amount Interest Rate Price CUSIP , % % 14052W BJ5 To: My Account Executive: I acknowledge receipt of the Amended Offer to Purchase dated November 24, 2015 and the Supplement to Offer to Purchase dated December 4, 2015 describing the offer to purchase (the Tender Offer ) by Stuart Lodge Properties LLC and Stuart Lodge Living LLC (collectively, the Stuart Offerors ). This Bondowner s Instructions Form instructs you to offer to sell to the Stuart Offerors the aggregate principal amount of each CUSIP Number specified by me below of the above-referenced Bonds (the Bonds ) owned by me that are held by your firm for my account at a price equal to the Price shown above for the principal amount of Bonds I tender plus accrued and unpaid interest from the last interest payment date to, but excluding, the Settlement Date (defined in the Offer to Purchase). I understand that my offers must be made in accordance with, and are subject to the terms of, the Tender Offer. The Bonds I am tendering: CUSIP Number Par Amount of Bonds Tendered I hereby consent to and approve the execution, delivery and effectiveness of the First Supplemental Bond Indenture, expected to be dated as of December 1, 2015 (the First Supplement ), between Capital Trust Agency (the Issuer ) and U.S. Bank National Association, as trustee (the Bond Trustee ). I hereby acknowledge that I have received the form of the First Supplement and consent to and approve all of the terms thereof.

22 This Consent shall be effective on the date set forth below. This Consent is limited to those matters set forth specifically herein and shall not be construed to provide any waiver or consent with respect to any other action or document for which the Holder s consent or direction is required. The Issuer and the Bond Trustee may rely upon this Consent as an action by Holder for purposes of determining whether the requisite percentage of Holders has consented to the matters addressed herein, including without limitation, for purposes of Section 1102 of the Bond Trust Indenture, dated as of November 1, 2012, between the Issuer and the Bond Trustee. My Name, Signature, Address and Daytime Telephone Number: Signature(s) X X (Put Label Here) Print Bondowner s Name(s) Address: Dated, 2015 City State Zip Code (the date signed) ( ) Area Code and Daytime Telephone Number THIS COMPLETED AND SIGNED BONDOWNER S INSTRUCTIONS FORM SHOULD BE DELIVERED BY YOU TO YOUR ACCOUNT EXECUTIVE NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE EXPIRATION DATE IF YOUR ACCOUNT EXECUTIVE REQUIRES YOU TO SUBMIT WRITTEN TENDER INSTRUCTIONS.