Loading...
HomeMy WebLinkAboutAgenda - 05-04-1999 - 3bORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: May 4, 1999 Action Agenda Item No. 3_b SUBJECT: Resolution and Modification Agreement to Refinance Installment Purchase -McDougle Elementary School DEPARTMENT: Finance PUBLIC HEARING: (Y/1~ No ATTACHMENT(S): 4/23/99 Letter from Bond Counsel 4/26/99 Commitment Letter from NationsBank Resolution Modification Agreement INFORMATION CONTACT: Ken Chavious, ext 2453 TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill 968-4501 Durham 688-7331 Mebane 336-227-2031 PURPOSE: To consider adoption of a resolution and modification agreement authorizing the refinancing of an existing Installment Purchase Loan with NationsBank. BACKGROUND: In January 1995 the County entered into an installment purchase agreement with NationsBank to finance the construction of McDougle Elementary School. The terms of financing agreement consisted of funds totaling $9.6 million fora 15 year period at an interest rate of 5.71 %. This financing was the first of its kind to be undertaken by the County for school construction. As a matter of procedure, the County Finance Department monitors market conditions for the purpose of maximizing the County's investments as well as pursuing opportunities to refinance existing debt. The County refinanced the 1988 bonds in 1993 and achieved significant savings. The County's current debt structure consists of general obligation bonds and installment purchase agreements. All of this debt has interest rates below 5% except for the NationsBank Loan mentioned above. The Finance Director in monitoring the mazket determined that the timing was right to pursue a refinancing of the NationsBank loan. The outstanding principal balance on the existing loan is $7.3 million and the remaining term is 10 years. The process for refinancing an existing installment loan is much less complicated than refinancing bonds and/or entering into new installment loans. The major requirements are that the Boazd adopt a resolution and a modification to the existing agreement. Since a refinancing saves money, the Local Government Commission (LGC) does not require a complete application process. The LGC reviews the modification agreement to verify the savings and insure that the terms are appropriate. This process is performed by the LGC staff and does not involve the formal review of the Commission. 2 FINANCIAL IMPACT: NationsBank has proposed to refinance the existing loan with an interest rate of 4.59%. This rate is 1.12% less than the rate on the existing loan. There will be no changes in the other terms or conditions of the existing loan. By refinancing the loan the County will save approximately $60,000 annually and $600,000 over the 10 years remaining on the loan. Fees associated with the refinancing will not exceed $3,750, as indicated in the letter from Bond Counsel. RECOMMENDATION(S): The Manager Recommends that the Boazd adopt the Resolution and approve the Modification Agreement with NationsBank for the refinancing of the McDougle Elementazy School construction loan. Robert M. Jessup Jr. Attorney at Law April 23, 1999 By_ Facsimile and First-Class Mail Kenneth T. Chavious Orange County Finance Officer 208 South Cameron St. Hillsborough, NC 27278 Dear Ken: I am looking forwazd to working with you on modifying the County's 1995 financing for McDougle. I have enclosed the primary documents we will need for this financing - a modification agreement and a resolution by which the County Commissioners can approve the transaction. These documents are in forms I have used many times before, and I have separately sent copies of these documents to NationsBank representatives for their review and comment. The Modification Agreement also follows the format of the Modification Agreement we used last year for the second phase of the Skills Center financing. The Boazd's adoption of the enclosed resolution will complete all the action required from the Board. I see no legal reason why this resolution could not be a consent agenda item. The LGC has authorized its staff to approve modifications such as this, when the financing remains with the same financial institution and there is no extension of the financing term or increase in the amount financed. I would suggest that you send Janice 3 180 Providence Road Suite 1-C Chapel Hill, NC 27514 Phone: 919/489-3837 Fax: 919/489-5933 E-mail: BobJessup~aol.com Robert M. Jessup Jr. Kenneth T. Chavious April 23,1999 Page 2 Burke a copy of the enclosed resolution and agreement, and a copy of the loan commitment you receive from NationsBank. I would suggest that you send the documents with a letter describing the transaction, letting leer know that the County Commissioners are scheduled to approve the transaction on May 4 and stating that we will contact her then about arrangements to complete the modification (you will see that someone from the LGC will need to sign the modification agreement). Janice prefers to get this information from County officials such as yourself, as opposed to bond lawyers like me, but I can certainly make the contact with Janice if you would prefer. If the County Commissioners approve the transaction on May 4, we could then move directly to complete the modification as quickly as we could gather the necessary signatures. NationsBank may or may not want a new Iegal opinion or tax opinion, an updated title insurance policy or any other closing items. If NationsBank does in fact ask for any such items, I would expect to work with Geof and divide the responsibility on the same basis as we did for the Skills Center financing. The IRS treats a substantial interest rate modification, such as we havc here, as the termination of the original loan and the creation of a new loan. This is true even though we do not treat the modification as a termination/creation for purposes of North Carolina law. This IRS interpretation means (a) the County will have to file a new 8038 at the time of the modification, and (b) the County will have to calculate (and, if necessary, pay) its final rebate liability for the original loan within 60 days of the modification. Allow me also to state in this letter my understanding of the terms we discussed for my fees on this transaction. As we discussed, I will work for the County on the same basis as upon which I worked on the Skills Center financing last year. Specifically, I will charge the County for my work on an hourly basis at the rate of $125 per hour. My hourly rate will absorb all expenses other than express delivery charges, operator-assisted conference call charges, photocopy charges (at the rate of $0.10 per page} exceeding $10.00 in any day, document filing fees and travel chazges in the unlikely event that travel is required outside the six-county Triangle area. In all cases, travel time will be charged the same as any other working time. By way of information, my fee on the Skills Center financing was approximately $3,750, and I would certainly not expect the fce this time to be any higher. 4 Robert M. Jessup f r. S Ke~eth T. Chavious Apri123, 1999 Page 3 1 will send you a bill for my fee after the closing. If, for any reason, the financing is not consununated, I will expect to be compensated at the hourly rate of $110 per hour for time actually spent since the beginning of the financing process, plus out-of-pocket expenses. I hope this gives you the information you need at this time. Of course, please let me know if you have any questions or comments on the enclosed material, or if I can be of any other assistance. I appreciate the chance to work again for Orange County, and I look forward to making this an efficient transaction for all parries. V truly ours, Robert M. Jessup Jr. Encls. cc: Geoffrey E. Gledhill, Esq. ~lo~c 20'39tJd ~l101 ~k N~doo~8ank. NA Tit 9l4.36~~4~0 Cc~oea~w~isl H~anldoa t,~oay lax 910 ~e7-aeei P. Q Bo: b7Q Cbapt fl314 NC Y'1a1MOb'ro N~~~~~C April 88, 1898 Mr. Kenaeth T. Chaviovs Faaanee D Orae~s Couaty, NC 808 8. Camexan 8t. Bil)sbao~ugh, NC 87978 l~ Mr. (~avims: pussuant to the Installment Yurchaeo Cantu dated Januaey 17, 1896 between NatiooneBanlc NA ('Smt'~ and the Camty a~ Oraoge, Nacth Carolina ~'Honnwez~, the Beak is pkaeed tD x+educe the intsraet radte m the 5nenc~ 1laa+en 6,7191 tD 45891. S~oept ae eacpreeely modified herein. the texme and apa~tiitions of our existing commitment ehaIl continue in ~ Eae+ce and e~ffed. Tho iaatereet eab modi~eat3m ehaII be effective upon otoefa~ If the texma and aonditoos of this coaa~oaibo~ent are scceptsble, pk~ase indicate yours acceptance at'the terms b1- ei~aiog in the space p~ded baow. Tfiis oovmmitsnent shall ea~pire ob May 10,1996, if not a~aoepted and delivered to the Back bebok+s then. Cloeiag must coon by Maf 88,19@8 ar thi^ commitment wip become null and void We appreciate the cppoetdnity to provide pw with the financial eoevioee otNatiocw~an]t, N.A smd loot fnswa0ed to waeida~s with 7'm ageia ~, NBaak, N.A. ~..~..-~ ~ r ~ . na<-ia a >,- Cammeseial 4fit~ A~caepted and a~aeed to the ~ as, ~ _ _ 1869. counts of orn~s, North carolin« By: site: Resolution ReQ!arding Modification Ag~ement for M .1)nugle Elementarv~Clnayc WHEREAS: In January, 1995, Orange County entered into a financing arrangement with NationsBank for the construction of McDougle Elementary School. The Finance Director has secured a proposal from NatiansBank to reduce the interest rate on the financing from 5.71 % to 4.59%. The Finance Director has presented to this meeting a draft dated April 23, 1999, of a Modification Agreement (the "Agreement"} to carry out this reduction. Bl~' IT RESOLVED by the Board of Commissioners of Orange County, North Carolina, as follows: 1. The Board determines that the County shall enter into the Agreement. The Chair and Vice Chair of the County's Board of Commissioners, or either of them, are hereby authorized and directed to execute and deliver the Agreement, and the Clerk to this Board (or any assistant clerk) is hereby authorized and directed to affix the County's seal to the Agreement and to attest the same. 2. The. Agreement shall be in substantially the form submitted to this meeting, which is hereby approved, with such changes as may be approved by the Chair or Vice Chair, such officer's execution to constitute conclusive evidence of such officer's approval of any such changes. The Agreement in final form, however, must provide for a nominal annual interest rate (in the absence of default or change in tax status) not to exceed 4.59%, and for no extension of the financing term or increase in the outstanding principal balance of the financing. 3. The Finance Director is authorized and directed to hold executed copies of the Agreement, and any other documents authorized or permitted by this resolution, in escrow on the County's behalf until the conditions for the delivery of such documents have been completed to such off'icer's satisfaction, and thereupon to release the executed copies of such documents for delivery. This authorization and direction is hereby specifically extended to authorize the Finance Director to approve changes to any documents (including the Agreement) or closing certifications previously signed by County affficers or employees, subject to the limitations of paragraph 2 and provided that such changes shall not substantially alter the intent of such certificates from that expressed in the forms of such certificates as executed by such officers. The Finance Director's release of any such document for delivery shall constitute ,conclusive evidence of such officer's approval of any such changes. 4. All County officers are authorized and directed to deliver all certificates and instruments and to take all such further action as they may consider necessary or desirable in connection with the execution and delivery of the Agreement and the consummation of the contemplated transactions. All other actions of County officers in furtherance of the purposes of this resolution are hereby raged, approved and confirmed. . 5. Ali other resolutions, or parts thereof, in conflict with this resolution are hereby repealed to the extent of the conflict. This resolution shall take effect immediately. rn~, y, 4 li 7rt R .,~ ~~ ~ i~ Modifrcation Agreement Draft of April 23,1999 ~ -- -- -- -~- Return After Recording To: This instrument has been preaudited in the manner required by The Local Geoffrey E. Gledhill, Esq. Government Budget and Fiscal Control Orange County Attorney Act. P.O. Drawer 1529 Hillsborough, NC 27278 Kenneth T. Chavious Finance Officer Orange County, North Carolina MODIFICATION A = F,F,MF.NT STATE OF NORTH CAROLINA } COLLATERAL IS OR } INCLUDES FIXTURES ORANGE COUNTY ) THIS MODIFICATION AGREEMENT (this "Modification Agreement") is dated as of May 1, 1999, and is granted by ORANGE COUNTY, NORTH CAROLINA, a public body of the State of North Cazolina (the "County"), to Stephen D. Poe, a citizen and resident of Forsyth County, North Carolina, as trustee (the "Deed of Trust Trustee"), for the benefit of NATIONSBANK,, N.A., a national banking association organized and existing under the laws of the United States and having an office in Chapel Hill, North Cazolina (the `Beneficiary'. This Modiflcatlon Agreement, among other things, mod>$ies and amends (1) an Installment Purchase Contract dated as of January 17, 1995 (the "Contract"), between the County and the Beneficiary, and (2} a Deed of Trust and Secarity Agreement dated as of January 17, 1995 {the "Deed of Trust;" together with the Contract, the "Original Documents"), from the County to the Trustee for the benefit of the Beneficiary, which Deed of Trust was recorded on January 17, 1995, at Book 1320, Page 38, Orange County Registry. The North Carolina Local Government Commission joins in the execution of this instrument for the purpose of evidencing its approval of the modifications effected by this instrument. 4•d rcac-aa~-ara •~r dnssar •u zaaao~ d~a:c~n as ~~ .~dy 9 The parties desire to modify the Original Documents to reduce the interest rate payable by the County on its financing obligations to the Beneficiary. This Modification Agreement provides for no additional advance of funds to the County. The scheduled date for the County's final repayment of amounts advanced under the Original Agreement remains on or about July 17, 2009. The security interest evidenced hereby and by the Original Documents is a "construction mortgage" within the meaning of N.C. Gen. Stat. § 25-9-313. This Modification Agrcemcnt affects the same property as is encumbered by the Deed of Trust. Now, therefore, for and in consideration of the premises, the County covenants and agrees with the Deed of Trnst Trustee and Beneficiary (and their respective heirs, successors and assigns), as follows: 1. The interest rate payable by the County on its financing obligations to the Beneficiary under the Original Documents is hereby reduced from 5.71% to 4.59%, effective as of May 1, 1999. 2. The second paragraph of Section 2.1 of the Contract is hereby amended to read as follows: 2.1 Ad~ces by Lender. .. , . The Financing Proceeds shall be used solely for the purpose of constructing the Improvements. Interest shall accrue on the total amount of the advanced Financing Proceeds outstanding from time to time at a fixed rate of 4.59%, based upon a year having 365 days (or 366 days, as the case may be), for the actual number of days in any interest calculation period, and shall be paid in accordance with the provisions of Section 3 below. 3. Exhibit A to this Modification Agreement sets forth the County's regularly-scheduled Installment Payments payable under the Original Documents, as modified by this Modif cation Agreement. Exhibit A to this Modification Agreement replaces Exhibit A to the Contract. 4. Beneficiary shall attach a copy of this Modification Agreement to the original copy of the Contract, and shall provide for the following legend to be inscribed at the top of the first page of the Contract: `"Phis Contract has been modified pursuant to a Modification Agreement dated as of May 1, 1999." The County shall cause a fully- executed original copy of this Modification Agreement to be recorded in the real estate records in the office of the Register of Deeds of Orange County, North Carolina. _ ~_ r. ..~ ..,. ~~ .,.t.. 10 5. Except as modified by this Modification Agreement, the terms and provisions of the Original Documents are in all respects ratified and confirmed. 6. Notwithstanding any other provision of this Modification Agreement or the Original Documents, the County, the Deed of Trust Trustee and Beneficiary intend that this transaction comply with North Carolina General Statutes Section 160A-20. No deficiency judgment may be entered against the County in violation of such Section 160A-20. 7. This document may be executed in counterparts, including separate counterparts, all of which shall constitute but a single agreement. JThe remainder of thls page has been left blank ~ntentionally.J i n • .J f+ f• f• I'• /'• A 1 1'• T P• • in .Jncc~n •~~ n iana~u .,IL-~•on cc c~ .irlu 11 I1Y WITNESS WHEREOF, the County, the Trustee and the Beneficiary have caused this instrument to be duly executed as of the day and year first above written. AT'T'EST: (SEAL) ORANGE COUNTY, NORTH CAROLINA Beverly Blythe Alice M. Gordon Clerk, Boazd of Commissioners Chair ATTEST: (SEAL) NATIONSBANK, N.A. By• By: Assistant Secretary Vice President Stephen D. Poe, as trustee Stephen D. Poe This contract has been approved under the provisions of Article 8, Chapter 159 of the General Statutes of North Carolina. Robert M. High Secretary, North Carolina Local Government Commission By [Robert M. High or Designated Assistant) [Modification Agreement dated as of May 1, 1999] Exhibit A -- Revised Payment Schedule (to came from NationsBank) 12 STATE OF NORTH CAROLINA; ORANGE COUNTY I, a Notary Public of such County and State, certify that Alice M. Gordon and Beverly Blythe personally came before me this day and acknowledged that they are the Chair and Clerk, respectively, of the Board of Commissioners of Urange County, North Carolina, and that by authority duly given and as the act of the Orange County, North Carolina, the foregoing instrument was signed in the County's name by such Chair, sealed with its corporate seal and attested by such Clerk. WITNESS my hand and official stamp or seal, this day of May, I999. My commission expires: Notary Public STATE OF NORTH CAROLINA; ORANGE COUNTY h a Notary .Public of such County and State, certify that _ personally came before me this day and acknowledged that she/he is an assistant secretary of NationsBank, N.A., a national banking association, and that by authority duly given and as the act of such association, the foregoing instrument was signed in its name by its vice president, sealed with its corporate seal and attested by herselflhimself, as assistant secretary. WITNESS my hand and official stamp or seal, this day of May, 1999. [SEAL] My commission expires: Notary Public * * * * ,~ STATE OF NORTH CAROLINA; ORANGE COUNTY h . a Notary Public of such County and State, certify that Stephen D. Poe personally came before me this day and acknowledged his signature of the foregoing instrument. WITNESS my hand and official stamp or seal, this day of May, 1999. [SEAL] My commission expires: 1 nT-d RFC-RRb-~ZR Notary Public • ~r• dnssar' • W ~~aqo~ dsz Leo ss sz .,dd RETURN THIS COPY TO THE CLERK'S OFFICE FOR THE PERMANENT AGENDA FILE .s/y/9~.~.~F Return After Recording To: Geoffrey E. Gledhill, Esq. Orange County Attorney P.O. Drawer 1529 Hillsborough, NC 27278 This instrument has been preaudited in the manner required by The Local Government Budget and Fiscal Control Act. Kenneth T. Chavious Finance Officer Orange County, North Carolina MODIFICATION A =RFEMEN STATE OF NORTH CAROLINA ) COLLATERAL IS OR INCLUDES FIXTURES ORANGE COUNTY ) THIS MODIFICATION AGREEMENT (this "Modification Agreement") is dated as of May 1, 1999, and is granted by ORANGE COUNTY, NORTH CAROLINA, a public body of the State of North Carolina (the "County"), to Stephen D. Poe, a citizen and resident of Forsyth County, North Carolina, as trustee (the "Deed of Trust Trustee"), for the benefit of NATIONSBANK, N.A., a national banking association organized and existing under the laws of the United States and having an office in Chapel Hill, North Carolina (the "Beneficiary"). This Modification Agreement, among other things, modifies and amends (1) an Installment Purchase Contract dated as of January 17, 1995 (the "Contract"), between the County and the Beneficiary, and (2) a Deed of Trust and Security Agreement dated as of January 17, 1995 (the "Deed of Trust;" together with the Contract, the "Original Documents"), from the County to the Trustee for the benefit of the Beneficiary, which Deed of Trust was recorded on January 17, 1995, at Book 1320, Page 38, Orange County Registry. The North Carolina Local Government Commission joins in the execution of this instrument for the purpose of evidencing its approval of the modifications effected by this instrument. The parties desire to modify the Original Documents to reduce the interest rate payable by the County on its financing obligations to the Beneficiary. This Modification Agreement provides for no additional advance of funds to the County. The scheduled date for the County's final repayment of amounts advanced under the Original Agreement remains on or about July 17, 2009. The security interest evidenced hereby and by the Original Documents is a "construction mortgage" within the meaning of N.C. Gen. Stat. § 25-9-313. This Modification Agreement affects the same property as is encumbered by the Deed of Trust. Now, therefore, for and in consideration of the premises, the County covenants and agrees with the Deed of Trust Trustee and Beneficiary (and their respective heirs, successors and assigns), as follows: 1. The interest rate payable by the County on its financing obligations to the Beneficiary under the Original Documents is hereby reduced from 5.71 % to 4.59%, effective as of the date of the execution and delivery of this Modification Agreement. 2. The second paragraph of Section 2.1 of the Contract is hereby amended to read as follows: 2.1 Advances by Lender ... . The Financing Proceeds shall be used solely for the purpose of constructing the Improvements. Interest shall accrue on the total amount of the advanced Financing Proceeds outstanding from time to time at a fixed rate of 4.59%, based upon a year having 365 days (or 366 days, as the case may be), for the actual number of days in any interest calculation period, and shall be paid in accordance with the provisions of Section 3 below. 3. Exhibit A to this Modification Agreement sets forth the County's regularly-scheduled Installment Payments payable under the Original Documents, as modified by this Modification Agreement. Exhibit A to this Modification Agreement replaces Exhibit A to the Contract. 4. Beneficiary shall attach a copy of this Modification Agreement to the original copy of the Contract, and shall provide for the following legend to be inscribed at the top of the first page of the Contract: "This Contract has been modified pursuant to a Modification Agreement dated as of May 1, 1999." The County shall cause afully- executed original copy of this Modification Agreement to be recorded in the real estate records in the office of the Register of Deeds of Orange County, North Carolina. 5. Except as modified by this Modification Agreement, the terms and provisions of the Original Documents are in all respects ratified and confirmed. 6. Notwithstanding any other provision of this Modification Agreement or the Original Documents, the County, the Deed of Trust Trustee and Beneficiary intend that this transaction comply with North Carolina General Statutes Section 160A-20. No deficiency judgment may be entered against the County in violation of such Section 160A-20. 7. This document may be executed in counterparts, including separate counterparts, all of which shall constitute but a single agreement. [The remainder of this page has been left blank intentionally.) IN WITNESS WHEREOF, the County, the Trustee and the Beneficiary have caused this instrument to be duly executed as of the day and year first above written. ATTEST: (SEAL) B erly Bl e Clerk, Board of Commissioners ORANGE COUNTY, NORTH CAROLINA Alice M. Gordon Chair AT3'EST: (SEAL) Assistant Secre ry NATIONSBANK, N.A. By: ,~,~`B-Z ice Pre ent Stephen D. Poe, as trustee Stephen D. Poe This contract has been approved under the provisions of Article 8, Chapter 159 of the General Statutes of North Carolina. Robert M. High Secretary, North Carolina Local Government Commission By ~~.~ri ~ ~(.~ [R rt M. High or Designated Assistant] [Modification Agreement dated as of May 1, 1999] Exhibit A -- Revised Payment Schedule STATE OF NORTH CAROLINA; ORANGE COUNTY I, a Notary Public of such County and State, certify that Alice M. Gordon and Beverly Blythe personally came before me this day and acknowledged that they are the Chair and Clerk, respectively, of the Board of Commissioners of Orange County, North Carolina, and that by authority duly given and as the act of the Orange County, North Carolina, the foregoing instrument was signed in the County's name by such Chair, sealed with its corporate seal and attested by such Clerk. WITNESS my hand and official stamp or seal, this ~ day of May, 199. ~ ,C :P N ary Public My commission expires: /a ' l,3- ~ ~ „~~.,~,,~~„~„~~„ ~,,,~,,,,",~,,,,,~"„~„~ OFFICIAL SEAL i Notary Publlo -North Carolino i ORANGE COUNTY y * * * * * * ,~ * Ei/ELYN M. CECIL M~+ ~'t?mml ,s;tan Expires STATE OF NORTH CAROLINA; ORANGE COUNTY I, ~ ~'_~4/'1 a Notary Public of such County and State, certify that Davt~ t3~t~.R~y personally came before me this day and acknowledged that she/he is an assistant secretary of NationsBank, N.A., a national banking association, and that by authority duly given and as the act of such association, the foregoing instrument was signed in its name by its vice president, sealed with its corporate seal and attested by herself/himself, as assistant secretary. .WITNESS my hand and official stamp or seal, this 17` day of May, 1999. t [SEAL] 2G~G ~ Q-s~- ~~ Notary Public My commission expires: ! 07 ,?Sed * * * * * ~ STATE OF NORTH CAROLINA; ORANGE COUNTY I, , a Notary Public of such County and State, certify that Stephen D. Poe personally came before me this day and acknowledged his signature of the foregoing instrument. WITNESS my hand and official stamp or seal, this day of May, 1999. [SEAL] My commission expires: Notary Public IN WITNESS WHEREOF, the County, the Trustee and the Beneficiary have caused this instrument to be duly executed as of the day and year first above written. ATTEST: (SEAL) ORANGE COUNTY, NORTH CAROLINA Beverly Blythe Clerk, Board of Commissioners ATTEST: (SEAL) Alice M. Gordon Chair NATIONSBANK, N.A. Assistant Secretary ~~ ce Pres' nt Stephen D. Poe, as trustee ~• os_._. Stephen .Poe This contract has been approved under the provisions of Article 8, Chapter 159 of the General Statutes of North Carolina. Robert M. High Secretary, North Carolina Local Government Commission By [Robert M. High or Designated Assistant] [Modification Agreement dated as of May 1, 1999] Exhibit A -- Revised Payment Schedule STATE OF NORTH CAROLINA; ORANGE COUNTY I, a Notary Public of such County and State, certify that Alice M. Gordon and Beverly Blythe personally came before me this day and acknowledged that they are the Chair and Clerk, respectively, of the Board of Commissioners of Orange County, North Carolina, and that by authority duly given and as the act of the Orange County, North Carolina, the foregoing instrument was signed in the County's name by such Chair, sealed with its corporate seal and attested by such Clerk. WITNESS my hand and official stamp or seal, this day of May, 1999. My commission expires: Notary Public STATE OF NORTH CAROLINA; ORANGE COUNTY I, \/~ I ~l~-,~ ~~- ~ ~~ ~ ~ ~ ~ , a Notary Public of such County and State, certify that \~~ ; ci I ~~fP >` I r: ~~ personally came before me this day and acknowledged that sheltie is an assistant secretary of NationsBank, N.A., a national banking association, and that by authority duly given and as the act of such association, the foregoing instrument was signed in its name by its vice president, sealed with its corporate seal and attested by herself/himself, as assistant secretary. WITNESS my hand and official stamp or seal, this ~ day of May, 1999. [SEAL] My commission expires: °~~ ~~~/~~' -, ~ ,/% Notary Public * * * ~ ~ FORSYTH STATE OF NORTH CAROLINA;~f~ COUNTY I, Diane C. Craven , a Notary Public of such County and State, certify that Stephen D. Poe personally came before me this day and acknowledged his signature of the foregoing instrument. [SEAL] My commission expires: WITNESS my hand and ` a~lclnl. s~-I. 1)1ANE C. CRAVEN Nf~RY PUBi.IC-NORTH CAROLINA COUNTY OF FORSYTH ~Y Cammiss'san e~ires August 24, 200 seal, this 5th day of May, 1999. ~~ (151, ~ , V'zC~Qv~ Notary Public 1vXHIBIT A MAY 03 1999 10 33 FR CREDIT SERl1ICES UNIT 704 388 0145 TO 919199673681 P.02i03 05/03/1999 Page 1 ORANGE COUNTY ~ Compound Period ......: Exact Days Nominal Annual Rate ..: 4.590 °~ Effective Annual Rate .: Undefined Periodic Rate ................: 0.0126 Daily Rate .....................: 0.01258% CASH FLOW DATA Event Start Date Amount Number Period End Date 1 Loan 07/15/1999 7,064,230.25 1 2 Payment 01/15/2000 444,547.88 19 Semiannual 01/15/2009 3 Payment 07/15/2009 444,547.90 1 AMORTIZATION SCHEDULE -Normal Amortization Date Payment Interest Principal Balance „uTy 15, 1999 480,650 1 01/15/2000 2 07/15/2000 2000 Totals 3 01!1512001 4 07!1512001 2001 Totals 5 01 /15/2002 6 07/15/2002 2002 Totals 7 01/15/2003 8 07/15/2003 2003 Totals 9 01 /15/2004 10 07/15/2004 2004 Totals 11 01 /15/2005 12 07/15/2005 2005 Totals 13 01/15/2006 14 07/15/2006 2006 Totals 444,547.88 444,547.88 889,095.76 444,547.88 444,547.88 889,095.76 444,547.88 444,547.88 889,095.76 444,547.88 444,547.88 889,095.76 444,547.88 444,547.88 889,095.76 444, 547.88 444,547.88 889,095.76 444,547.88 444,547.88 889,095.76 194,373.57 286,276.43 7,064,230.25 163,456.61 281,091.27 6,783,138.98 155,246.54 289,301.34 6,493,837.64 318, 703.15 570, 392.61 150,258.51 294,289.37 6,199, 548,27 141,110.21 303,437.67 5,896,110.60 291,368.72 597,727.04 136,427.92 308,119.96 5,587,990.64 127,190.32 317,357.56 5,270,633.08 263,618.24 625,477.52 121,955.23 322,592.65 4,948,040.43 112,fi24.18 331,923.70 4,616,116.73 234, 579.41 654, 516.35 106,810.62 337,737.26 4,278,379.47 97,919.80 346,628.08 3,931,751.39 204,730.42 684,365.34 90,975.34 353.572.54 3,578,178.85 81,444.25 363,103.63 3,215,075.22 172,419.59 716,676.17 74,392.44 370,155.44 2,844,919.78 64,754.27 379,793.61 2,465,126,17 139,146.71 749,949.05 E©iZ0'd ~~6S68b 01 b~ BS:bi 666T 50 AtiW '~- MAY' 03 1999 10 33 FR CREDIT $ERUI~ES UNIT ~8q ,3gg 0145 TO 919 i9g673881 p,e ~ 3 @3 ORANGE COUNTY ------- "' 05/03/1988 Page 2 Date 15 01/15/2007 Pa meat 444 547 88 Interest Pnnc~ al ' ~- 8atance 16 07/15/2007 2007 Totals , 444.547.88 57.039.64 47,289.43 387.508.24 397 258 45 2'077'617,93 888,095.76 104,329.07 , . 784,766.69 1'680,35x.48 17 01/95/2008 18 07/15/2008 444,547.88 444 547 88 38,881.22 405,666.66 9 274 692 82 2008 Totals , . 889 095 76 29,174.05 68 055 27 415, 373.83 , , . 859,318.99 , . 821,040.49 i9 09/15/2009 20 07/15/2009 444,547,68 444 547 90 19,883.46 424,664.42 434 654 57 2009 Totals , . 889,095.78 8,893.33 29 776 78 434,654.57 , . 0.00 , , 859,318.99 Grand Totals 8,690,957.62 1,826,727.37 7,064,234.25 AfV10i'2~TIZATIGN SCHEi~ULE DISCIAiNif`R The enclosed amortization schedule was prepared on the basis of certain assumed !:xed data, and wi!i rot ~<, ~ccurata ,f 4ny of t;~a: data varis;>. i=or ;::arr:p~r~, :i= have assumed that payments:viit t=~ rccc~w~~c? a .~ the ssme day each -r,o~ ,in: ;F cny Y,~~~:.,3nt:, rncsived on a different dsy tae amounts ~.~_«'~;~;• c+»~~:: ~d to interESt `n~ prir:c:p_! c~ tr,- t:;n •»i;l ~r~ry, t~-BrEby making the a^:0?*.i«tion s;,~~:'r': i+~eppiicable. Accordingly, Pdztio.~s~?a~.~~ isfnishs ~iis amortization sched;:'~ as Zrt exam- p~c c,~+y, _f-d makes no repfes~ntati~n5 rcour~7irg ;;tom ;i:!w~~c~ tc she actual amor;i~.atior. c` the Ian-~ t•,ztivn$6ank vxpressiy disd2;'is liability for the rEforence on this schedule or 4~rn_yes resulUnc~ ~'rcm your reliance on this schedule. £0i~0'd ££6S68b Ol ~* TOTAU PAGE.03 ** dd 8S : b T 666 T S@ J~t1LJ I r' O ~6 I hereby certify that the attached resolution, entitled "Resolution Regarding Modification Agreement for McDougle Elementary Financing," was adopted at a meeting of the Board of Commissioners of Orange County, North Carolina, duly called and held on Ma,,,~ ~ ~prii-`L0, 1999, and that a quorum was present and acting throughout such meeting. Such p13 resolution remains in full effect as of today. Dated this ~~ day of May, 1999. ry ~r_:.. _..:.. ~ou1~.tY Qf ~® ,. r ,~~. ~ q~ Beverly Bl e '~ ~ ' ~,~ ~ Clerk, Board of Commissioners ~- ~ ~l ~z Orange County, North Carolina ,~,, ~~~ ~~ wort, ~, a r °~~ r F Resolution Regarding Modification Agreement for McDougle Elementary ins WHEREAS: In January, 1995, Orange County entered into a financing arrangement with NationsBank for the construction of McDougle Elementary School. The Finance Director has secured a proposal from NationsBank to reduce the interest rate on the financing from 5.71 % to 4.59%. The Finance Director has presented to this meeting a draft dated April 23, 1999, of a Modification Agreement (the "Agreement") to carry out this reduction. BE IT RESOLVED by the Board of Commissioners of Orange County, North Carolina, as follows: 1. The Board determines that the County shall enter into the Agreement. The Chair and Vice Chair of the County's Board of Commissioners, or either of them, are hereby authorized and directed to execute and deliver the Agreement, and the Clerk to this Board (or any assistant clerk) is hereby authorized and directed to affix the County's seal to the Agreement and to attest the same. 2. The Agreement shall be in substantially the form submitted to this meeting, which is hereby approved, with such changes as may be approved by the Chair or Vice Chair, such officer's execution to constitute conclusive evidence of such officer's approval of any such changes. The Agreement in fmal form, however, must provide for a nominal annual interest rate (in the absence of default or change in tax status) not to exceed 4.59%, and for no extension of the financing term or increase in the outstanding principal balance of the financing. 3. The Finance Director is authorized and directed to hold executed copies of the Agreement, and any other documents authorized or permitted by this resolution, in escrow on the County's behalf until the conditions for the delivery of such documents have been completed to such officer's satisfaction, and thereupon to release the executed copies of such documents for delivery. This authorization and direction is hereby specifically extended to authorize the Finance Director to approve changes to any documents (including the Agreement) or closing certifications previously signed by County officers or employees, subject to the limitations of paragraph 2 and provided that such changes shall not substantially alter the intent of such certificates from that expressed in the forms of such certificates as executed by such officers. The Finance Director's release of any such document for delivery shall constitute conclusive evidence of such officer's approval of any such changes. 4. All County officers are authorized and directed to deliver all certificates and instruments and to take all such further action as they may consider necessary or desirable in connection with the execution and delivery of the Agreement and the consummation of the contemplated transactions. All other actions of County officers in furtherance of the purposes of this resolution are hereby ratified, approved and confirmed. 5. All other resolutions, or parts thereof, in conflict with this resolution are hereby repealed to the extent of the conflict. This resolution shall take effect immediately.