HomeMy WebLinkAbout1998 S Finance -BB&T - Modification Agreement for Southern Village Elementary Financing 04-21-1998-8d
Prepazed By and Return After
Recording To:
Robert M. Jessup, Jr.
Post Office Box 3168
Chapel Hill, NC 27515
MODIFICATION AGREEMENT
STATE OF NORTH CAROLINA) COLLATERAL IS OR INCLUDES FIXTURES
ORANGE COUNTY )
THIS MODIFICATION AGREEMENT (this "Modification Agreement") is dated as
of June 1, 1998, and is granted by ORANGE COUNTY, NORTH CAROLINA, a public body
of the State of North Carolina (the "County"), to F. Louis Loyd, III, a citizen and resident of
Mecklenburg County, North Carolina, as trustee (the "Deed of Trust Trustee"), for the benefit of
BB&T GOVERNMENTAL FINANCE ("BB&TGF"), which is an operating unit of Branch
Banking & Trust Company of North Carolina.
This Modification Agreement, among other things, modifies and amends a
Financing Agreement and Deed of Trust (the "Original Agreement") dated as of December
1, 1996, which was recorded on December 19, 1996, at Book 1536, Page 459, Orange
County Registry, and a previous Modification Agreement (the "Prior Modification") dated
as of March 1,1997, and recorded at Book 1564, Page 163, Orange County Registry.
The current scheduled date for final repayment of amounts to be paid by the County
pursuant to the Original Agreement and the Prior Modification remains on or about February 1,
2012. The security interest evidenced hereby and by the prior instruments is a "construction
mortgage" within the meaning of N.C. Gen. Stat. § 25-9-313. --
In addition, this Modification Agreement modifies and amends an Escrow Agreement
dated as of December 1, 1996 (the "Original Escrow Agreement"), among the County, BB&T
Leasing Corporation and the undersigned Escrow Agent. BB&TGF is the assignee of BB&T
Leasing Corporation's rights under the Original Escrow Agreement and as beneficiary under the
Original Agreement.
The North Carolina Local Government Commission and the undersigned Escrow Agent
join in the execution of this instrument to evidence their respective approvals of the
modifications effected by this instrument.
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The parties desire to modify the Original Agreement, as modified by the Prior
Modification, for two purposes. The first purpose of the modification is to provide for an
adjustment of the principal and interest payments payable under the Original Agreement, as
modified by the Prior Modification. The second purpose of the modification is to allow a portion
of the financing proceeds provided to the County under the Original Agreement to be used on a
different project. Any capitalized terms used herein and not otherwise defined shall have the
meanings assigned thereto in the Original Agreement.
Now, therefore, for and in consideration of the premises, and for the purposes
described in the Original Agreement and the Prior Modification, the County covenants and
agrees with the Deed of Trust Trustee and BB&TGF (and their respective heirs, successors
and assigns), as follows:
1. Exhibit D to the Original Agreement, as modified by the Prior Modification, is
hereby amended to read as set forth on Exhibit A attached to this Modification Agreement and
incorporated herein by this reference.
2. Notwithstanding any contrary provision of the Original Agreement, the Prior
Modification or the Original Escrow Agreement, the County may use up to $750,000 of the
Amount Advanced on Costs of Construction related to the Elementary Schools, as defined in
paragraph 3 below. The County shall not use any portion of the Amount Advanced to reimburse
the School Board or the County for payments on Costs of Construction related to the Elementary
Schools made more than 60 days prior to May 6, 1998.
3. The Original Agreement is hereby amended by adding the following definition to
Article I of the Original Agreement:
"Elementary Schools" means the properties operated by the School
Board and known as the Estes Hills and Glenwood Elementary Schools.
4. The definition of "Costs of Construction" in the Original Escrow Agreement is
hereby amended to read as follows:
"Costs of Construction" means the following:
(a) obligations incurred or assumed for the Facilities or the
Elementary Schools in connection with the design, planning, construction -
(including reconstruction and renovation) acquiring, installing and equipping
of the Facilities or the Elementary Schools;
(b) the cost of design, planning, construction (including reconstruction .
and renovation), acquiring, installing and equipping the Facilities or the
Elementary Schools, interest during construction and for up to six months
following completion, and all costs related to the financing of the Facilities
2
or improvements to the Elementary Schools through the Financing
Agreement and all related transactions, including the Escrow Agent's fees and
expenses, legal fees and expenses, taxes, inspection costs, permit fees, filing
and recording costs and advertising expenses; and
(c) all other costs which aze considered to be a part of the costs of the
design, planning, construction (including reconstruction and renovation),
acquiring, installing and equipping of the Facilities or the Elementary
Schools in accordance with generally accepted accounting principles and
which will not adversely affect the exclusion from gross income for federal
income tax purposes of the designated interest component of Installment
Payments payable by the County under the Financing Agreement, including
sums required to reimburse the County or its agents for advances made by the
County or its agents that are properly chazgeable to the design, planning,
construction (including reconstruction and renovation), acquisition,
installation and equipping of the Facilities or the Elementary Schools, and
all applicable sales taxes and other charges resulting from any such acquiring,
constructing or equipping.
5. The final paragraph of Section 4.1 of the Original Escrow Agreement is hereby
amended to read as follows:
The Escrow Agent shall hold the Construction Fund in trust and shall
apply the amounts on deposit therein from time to time to the payment of the
Costs of Construction and, pending such application, such amounts shall be
subject to a lien and chazge in favor of BB&TLC; provided, however, that
the County shall not request the disbursement of, and the Escrow Agent
shall not disburse, a total of more than $750,000 from the Construction
Fund for payment of Costs of Construction related to the Elementary
Schools without further amendment of this Escrow Agreement. Upon the
written request of the County or the School Board, the Escrow Agent shall
file with the County, the School Board and BB&TLC, not later than the tenth _
day of each calendaz month, a statement of all transactions relating to the -
Construction Fund for the calendar month immediately prior to the date of
such statement.
6. Except as modified by this Modification Agreement, the terms and provisions of
the Original Agreement, the Prior Modification and the Original Escrow Agreement are in all
respects ratified and confirmed.
7. Notwithstanding any other provision of this agreement, the Original Agreement
or the Prior Modification, the County, the Deed of Trust Trustee and BB&TGF intend to 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, including, without limitation, any
3
deficiency judgment for amounts that may be owed under this agreement or the Original
Agreement when the sale of all of the Mortgaged Property, as defined in the Original Agreement,
is insufficient to produce enough money to pay in full all Required Payments, as defined in the
Original Agreement.
8. This document may be executed in counterparts, including separate counterparts,
all of which shall constitute but a single agreement. This Modification Agreement will take
effect upon its execution by all parties, but in any event the payments described in Exhibit A
shall be due and payable beginning on August 1, 1998, provided that this Modification
Agreement shall have been placed of record in the Orange County Registry prior to such date.
9. This Modification Agreement affects the same real property as the Original
Agreement and the Prior Modification.
IN WITNESS WHEREOF, the County has caused this instrument to be executed as of
the day and year first above written by duly authorized officers.
ATTEST: (SEAL) ORANGE COUNTY, NORTH CAROLINA
erly A. Blythe argaret I~. Brown
Clerk, Board of Commissioners Chair, Board of Commissioners
STATE OF NORTH CAROLINA;
ORANGE COUNTY
I, a Notary Public of such County and State, certify that Margaret Brown and Beverly
A. 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 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 cl t,~cu2... , 1998.
[SEAL] ~ ( ~~
Notary Public
My commission expires: ~ ~ ~Z 8
4
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]
Approved:
BRANCH BANKING AND
TRUST COMPANY
OF NORTH CAROLINA
(Corporate Trust Department),
as Escrow Agent
Trust Officer
F. Louis Loyd, III
[Continued signature pages to Modification Agreement dated as of June 1, 1998].
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
Approved:
BB&T GOVERNMENTAL FINANCE
By:
F. Louis Loyd, III,
Senior Vice President
Approved:
F. Louis Loyd, III, as
Deed of Trust Trustee
5
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 ~.
[R rt M. High or
Designated Assistant]
Approved:
BRANCH BANHING AND
TRUST COMPANY
OF NORTH CAROLINA
(Corporate Trust Department),
as Escrow Agent
Trust Officer
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
Approved:
BB1
By:
E
Approved:
[Continued signature pages to Modification Agreement dated as of June 1, 1998]
5
Senior Vice President
F. Louis Loyd, III, as
Deed of Trust Trustee
EXHIBIT A
Revised Exhibit D (Payment Schedule) To Financing Agreement and Deed of Trust dated
as of December 1, 1996 (the "Original Agreement"), granted by Orange County, North
Carolina, to F. Louis Loyd, III, Deed of Trust Trustee, for the benefit of BB&T Leasing
Corporation, and assigns (as previously modified).
Dated as of : June 1, 1998 Account Numbers: 003-152300-001 & 002
This Payment Schedule is issued pursuant to a Modification Agreement dated as of June
1, 1998 (the "Agreement"). The Modification Agreement, among other things, modifies and
amends the Original Agreement and a previous modification agreement. All terms used in this
Payment Schedule have the meanings ascribed to them in the Original Agreement.
RATE PAYMENT AND TE MS
Phase IFinancing -- The payments required to repay the advance made pursuant to the
Original Agreement call for an amortization period of approximately fifteen years. The
remaining payments are due semi-annually in arreazs in the amount of $249,147.60. A portion of
each payment is paid as and represents payment of interest at an annual interest rate of 4.92%.
The remaining payments are due beginning on August 1, 1998, and semi-annually on
each February 1 and August 1 thereafter, with a final payment of all outstanding principal and
accrued and unpaid interest due on December 20, 2011, all as set forth in Schedule X-1 hereto.
Phase II Financing -- The payments required to repay the advance made pursuant to the
Prior Modification call for an amortization period of approximately fifteen years. The remaining
payments are due semi-annually in arrears in the amount of $448,524.86. A portion of each
payment is paid as and represents payment of interest at an annual interest rate of 4.92%.
The remaining payments aze due beginning on August 1, 1998, and semi-annually on
each February 1 and August 1 thereafter, with a final payment of all outstanding principal and
accrued and unpaid interest due on February 1, 2012, all as set forth in Schedule X-2 hereto.
6
II
' ~ ~ ~ 05/26/1998 Page 1
EBBT'Govemmental Finance
Amortization Scttedu}e
ORANGE COUNTY
Compound Period ........ Semiannual
SCHEDULE X-1
Nominal Annual Rate ...: 4.920
AMORTIZATION SCHEDULE -Normal Amortization, 360 Day Year
Date Payment 11terest Principal Balance
Loan 12118/1996 5,000,000.00
1996 Totals 0.00 0.00 0.00
1 08/01/1997 154,506.45 154,506.45 0.00 5,400,000.00
1997 Totals 154,506.45 154,506.45 0.00
2 02!01/1998 123,000.00 123,000.00 0.00 5,000,000.00
3 08/01/1998 249,147.60 123,000.00 126,147.b0 4,873,552.40
1998 Totals 372,147.60 246,000.00 126,147.60
4 02/01/1999 249,147,60 119,89b.77 129,250.83 4,744,601.57
5 08!01/1999 249,147.60 116,717.20 132,430.40 4,612,171.17
1999 Tot;1s 498,295.20 23b,613.97 261,681.23
6 02/01/2000. 249,147.60 113,459.41 135,688.19 4,476,482.98
7 08/01/2000 249,147.60 110,121.48 139,026.12 4,337,456.86
2000 Totals 498,295.20 223,530.89 274,714.31
--
~
8 02/01!2001 249,147.60 106,7c~1.44 142,446.16 4,195,010.70
9 08/01/2001 249,147.60 103,197.26 145,950.34 4,049,060.36
2001 Totals
~ 498,295.20 209,898.70 288,396.50
-_--
10 02/01/2002 249,147.60 99,606.88 149,540.72 3,899,519.64
11 08/0//2002 249,147.60 95,928.18 153,219.42 3,746,300.22
~ 2002 Totals 498,295.20 195,535.06 302,760.14
12 02/01/2003 249,147.60 92,158.99 156,988.61 3,589,311.61
13 08/01/2003 249,147.60 88,297.07 160,850.53 3,428,451.08
2003 Totals 498,295.20 180,456.06 317,839.14
14 02/01/2004 249,147.60 84,40.14 164,807.46 3,263,653.62
• ~
• ~
OS/26/I99a" Fage 2
OR.A~tGE COUl+1TY
Date Payment Interest Principal Bala*~ce
1 S 08/01/2004 249,147.60 80,285.88 168,861.72 3,094,791.90
2004 Totals 498,295.20 164,626.02 333,669.18
16 02/Oi/2005 249,147.60 7b,131.88 173,015.72 2,921
,776.18
17 08/01/2005 249,147.60 71,875.69 177,271.91 ,
2,744,544.2?
2005 Totals 498,295.20 148,007.57 350,287.63
18 02/01/2006 249,147.60 67,514.81 181,632.79 2,So2,871.48
19 08/01/2006 249,147.60 63,046.64 186,100.96 2,376,770.52
2006 Totals 498,295.20 !30,56!.45 367,733.75
20 02/01/2007 249,147.60 58,468.55 190,679.05 2,186,091.47
21 08/01/2007 249,147.60 53,777.85 195,369.75 1,990,721.72
2007 Totals 498,295.20 112,246.40 386,048.80
22 02/01/2008 249,147.60 48,971.75 200,175.85 •1,790,545.87
23 08/01/2008 249,147.60 44,047.43 205,100.17 1,585,445.70
2008 Totals 498,295.20 93,019.18 405,276.02
24 02!01/2009 249,147.60 39,001.96 210,145.64 1,375,300.06
25 08101!2009 249,147.60 33,832.38 215,315.22 1,159,984.84
2009 Totals 498,295.20 72,834.34 425,460.86
26 02/01/2010 249,147.60 28,535.63 220,611.97 939,372.87
27 08/01/2010 249,147.60 23,108.57 226,039.03 713,333.84
2010 Totals 498,295.20 S 1,644.20 446,651.00 -
28 02/01/2011 249,147.60 17,548.01 231,599.59 481,734.25
29 08/O1/201I 249,147.60 11,850.66 237,296.94 244,437.31
30 12/20/2011
249,147,60
4,710.29
244,437.31 _
0.00 --
2011 Totals 747,442.80 34,108.96 713,333.84
Grand Totals 7,253,639.25 2,253,639.25 5,000,000.00
-- -- ----- -. --. .. ..~ uuu,a v~rca uu~c::~ai r~:aaui.
4J VVJ
04/22/1998 Page 1
E8&T Gavemmenta4 Finance
Amortization Schedule
ORANGE COUNTY
Compound Period .......: Semiannual
SCHEDDLE X-2
Nominal Annual Rate ...: 4.920
AMORTIZATION SCHEDULE - l~ornal Amortization, 360 Day Year
Date Payment Interest Principal Balance
Loan 03/20!1997 9,000,000.00
1 08!01/1997 164,820.00 164,820.00 0.00 9,000,000.00
1997 Totals 164,820.00 164,820.00 0.00
2 02/01/1998 221,400.00 221,400.00 0.00 9,000,000.00
3 08101/1998 448,524.86 221,400,00 227,124.86 8,772,875.14
1998 Totals 669,924.86 442,800.00 227,124.86
4 02/01/1999 448,524.86 215,812.73 232,712.13 8,540,163.01
5 08/01/1999 448,524.86 210,088.01 238,436.85 8,301,726.16
1999 Totals 897,049.72 425,900.74 471,148.98
6 02/41!2000 44$,524.86 204,222.46 244,302.40 8,057,423.76
7 08/01/2000 448,524.8b 198,212.62 250,312.24 7,807,111.52
2000 Totals 897,049.72 402,435.08 494,614.64
8 02/01/2001 448,524,86 192,054.94 256,469.92 7,550,641.60
9 OS/01/2001 448,524.8b 185,745.78 262,779.08 7,2$7,862.52 -
2001 Totals 897,049.72 377,800.72 519,249,00
10 02/01(2002 448,524.8b i 79,281.42 269,243.44 7,018,bI9.fl8
_
11 08/01!2002 448,524.$6 172,bS$.03 275,866.83 _
6,742,752.25
2002 Totals 897,049.72 351,939.45 545,110.27
12 02/0112003 448,524.86 165,871.71 282,653.15 6,460,099.10
13 08/0112003 448,524.86 158,918.44 289,606.42 6,170,492,68
2003 Totals 897,049.72 324,790.15 572,259.57
14 02/01/2004 448,524.86 151,794.12 296,730.74 5,873,761.94
15 08/01/2004 448,524.86 144,494.54 304,030.32 5,569,731.62
2004 Totals 897,049.72 296,288.66 600,761.06
.
~1ZAI``GE COUNTY
04/22/1998 Page 2
Date Payment Interest Principal Balance
lb 02/01/2045 44$,524.86 137,015.40 311,509.46 5,25$,222.16
17 08/0112005 448,524.$6 129,352.27 319,172.59 4,939,049,57
2005 Totals 897,049.72 266,367.67 630,682.05
18 02/01/2006
19 08101!2006
2006 Totals _
20 02/01/2007
21 08101 /2007
2007 Totals
22 02101/2008
23 08/01/2008
2408 Totals
24 02/01/2009
25 08/01!2009
2009 Totals
26 02/01 /2010
27 OS/O1/2010
2010 Totals
28 02/Oi/2011
29 08/01/2011
2011 Totals
30 02/01/2012
2012 Totals
448,524.86
448,524.86
897,049.72
448,524.86
448,524.86
897,049.72
448,524.86
448,524.8b
897,049.72
445,524.86
44$,524.$6
897,049.72
448,524.86
448,524.86
897,049.72
448,524.8b
448,524.86
897,049.72
44&,524.86
448,524.86
121,500.62
113,455.82
234,956.44
105,213.12
96,767.66
201,980.78
88,114.43
79,248.33
167,362.76
70,1b4.13
60,856.46
131,020.59
51,319.81
41,548.57
92,868.38
31,53b.95
Z 1,279.05
52,815.00
327,024.24
335,069.04
662,093.28
343,s 11.74
351,757.20
695,068.94
360,410.43
369,276.53
729,686.96
378,350, 73
387,b68.40
766,029.13
397,205.05
406,976.29
804,181.34
416,987,91
427,245.81
844,233.72
437,756.20
437,756.20
4,612,025.33
4,276,956.29
3,933,644.55
3,581,887,35
3,221,476.42
2,852,200.39
2,473,839.60
2,086,171.26
1,688,9b6,Z 1
1,281,989.92
865,002,01
437,756.20
0.00
Grand Totals
12,944,916.08
10,768.66
10,768.b6
3,944,91 b.08
9,000,000.40
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