HomeMy WebLinkAboutOTHER-2022-024-Fourth Supplemental Trust Agreement Fourth Supplemental Trust Agreement
by and between
Orange County, North Carolina
and
The Bank of New York Mellon Trust
Company, N.A., as Trustee
Relating to the issuance of
$41,535,000
Limited Obligation Bonds
Series 2022
THIS FOURTH SUPPLEMENTAL TRUST AGREEMENT is dated as of May 11,
2022 (this "Supplemental Agreement"), is between ORANGE COUNTY, NORTH
CAROLINA, a political subdivision of the State of North Carolina (the "County"), and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association having an office in Jacksonville, Florida, as trustee (the "Trustee"), and
relates to the issuance of $41,535,000 Limited Obligation Bonds, Series 2022 (the
"2022 Bonds").
Introduction
The County and the Trustee executed and delivered a Trust Agreement dated
as of June 1, 2018 (the "2018 Agreement"). The 2018 Agreement provides for the
issuance of a 2018 series of limited obligation bonds (the "2018 Bonds"), and allows
for the issuance of additional series of limited obligation bonds. The 2018
Agreement provides that the parties will enter into a supplemental agreement for
each issue of limited obligation bonds.
The County and the Trustee are now entering into this Supplemental
Agreement to supplement the 2018 Agreement and provide for the issuance of the
2022 Bonds as additional bonds under the Trust Agreement, The 2022 Bonds are
issued and secured on a parity with the 2018 Bonds and the rest of the "Prior
Bonds," as defined below.
The County is issuing the 2022 Bonds to provide funds to be used, together
with other available funds, on a project (the "2022 Project") to acquire, construct,
equip and otherwise improve a variety of County facilities and assets, including
those described in Exhibit A, and to pay financing costs and other related costs.
Each of the 2022 Bonds represents an "installment contract" within the
meaning of Section 160A-20 of the North Carolina General Statutes, between the
County and the owner of that Bond. The Trustee serves under this Supplemental
Agreement for and on behalf of the bondholders.
Unless the context clearly requires otherwise, capitalized terms used in this
Supplemental Agreement and not otherwise defined have the meanings set forth in
Exhibit B or In the `Prior Agreement,"as defined in Exhibit B.
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NOW, THEREFORE, in consideration of the covenants contained in this
Supplemental Agreement, the parties agree as follows:
ARTICLE I
THE 2022 BONDS
Section 1.01. Provision for 2022 Bonds; Advance. (a) The County will
issue, and the Trustee will authenticate and deliver, 2022 Bonds in an aggregate
principal amount of$41,535,000.
(b) The County acknowledges that the amount paid to it from the issuance
and sale of the 2022 Bonds will be $41,535,000. The County will use the amount
paid as provided in this Supplemental Agreement to pay 2022 Project Costs.
Section 1.02. Bonds Constitute Installment Contracts. Each of the 2022
Bonds, together with the County's corresponding obligations under the Trust
Agreement and the Deed of Trust, constitutes a separate "installment contract"
within the meaning of Section 160A-20 between the County and the owner of that
Bond. The County's payment obligations, and its other obligations under this
Agreement and with respect to the Bonds, are secured by the lien on the Mortgaged
Property created under the Deed of Trust and by the other security provided for in
the Trust Agreement.
Section 1.03. Agreement Supplements 2018 Agreement; 2022 Bonds
Are Additional Bonds. (a) This Supplemental Agreement is a "supplemental
agreement" for the issuance of Additional Bonds as provided in the 2018
Agreement, and the 2022 Bonds are "Additional Bonds" as defined in the 2018
Agreement.
(b) Except as modified by this Supplemental Agreement, all terms of the
Prior Agreement remain in effect and apply with respect to the 2022 Bonds to the
same extent as to all Prior Bonds.
Section 1.04. Form and Details; Payments. (a) The 2022 Bonds will be
issued initially as two fully registered bonds. The 2022 Bonds will be in
substantially the form of Exhibit C, with any changes as the Trust Agreement
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permits or requires. Each 2022 Bonds will be dated the date of its initial delivery to
the Lender. All interest payments will be calculated based on a 360-day year
consisting of twelve 30-day months and subject to adjustment as provided in this
Supplemental Agreement.
(b) One of the 2022 Bonds (the "2022A Bond") will be designated "Limited
Obligation Bond, Series 2022A." The 2022A Bond will be (i) in the principal amount
of $7,404,000, (ii) numbered RA-1 for identification, (iii) payable as to interest
semiannually until payment on each Payment Date at the 2022A Interest Rate, and
(iv) payable as to principal on February 1 in installments in years and amounts as
follows:
Maturity Date Principal Maturity Date Principal
[February 1J Amount t$1 (February 1 Amount f$1
2024 885,000 2028 931,000
2025 897,000 2029 943,000
2026 907,000 2030 955,000
2027 919,000 2031 967,000
(c) The other of the 2022 Bonds (the "2022B Bond") will be designated
"Limited Obligation Bond, Series 2022B." The 2022B Bond will be (i) in the principal
amount of $34,131,000, (ii]numbered RB-1 for identification, (iii) payable as to
interest semiannually until payment on each Payment Date at the 2022B Interest
Rate, and (iv) payable as to principal on February 1 in installments in years and
amounts as follows:
Maturity Date Principal Maturity Date Principal
Februar 1 Amount C$1 iFebruary 11 Amount C$1
2024 1,725,000 2034 1,722,000
2025 1,725,000 2035 1,722,000
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2026 1,725,000 2036 1,722,000
2027 1,724,000 2037 1,721,000
2028 1,724,000 2038 1,721,000
2029 1,722,000 2039 1,659,000
2030 1,722,000 2040 1,659,000
2031 1,722,000 2041 1,658,000
2032 1,722,000 2042 1,657,000
2033 1,722,000 2043 1,657,000
(d) Exhibit D shows a schedule of payments due on the 2022 Bonds with
respect to each Payment Date. Upon any change to the 2022A Interest Rate or the
2022B Interest Rate, the affected Bondholder shall promptly prepare a substitute
Exhibit D reflecting the new interest rate and resulting payment schedule, and
deliver a copy of the new schedule to the County, the Trustee and to the LGC. The
Trustee has no responsibility to calculate any new payments, with those matters
lying only between the County and the affected Bondholders.
Section 1.05. Event of Taxability. Except as otherwise provided herein,
upon the occurrence of an Event of Taxability and for as long as any portion of the
2022A Bond remains outstanding, the 2022A Interest Rate shall be converted to the
Taxable Rate. This adjustment shall survive full payment on the 2022A Bond until
such time as the federal statute of limitations under which the interest on the 2022A
Bond could be declared taxable under the Code has expired. In addition, upon an
Event of Taxability, the County shall, immediately upon demand, pay to the
Bondholder (or prior Bondholders, if applicable) (i) an additional amount equal to
the difference between (A) the amount of interest actually paid on the 2022A Bond
during the Taxable Period and (B) the amount of interest that would have been paid
during the Taxable Period had the 2022A Bond borne interest at the Taxable Rate,
and (ii) an amount equal to any interest, penalties and additions to tax (as referred
to in Subchapter A of Chapter 68 of the Code) owed by the Bondholder as a result of
the Event of Taxability.
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Except as otherwise provided herein, upon the occurrence of an Event of
Taxability and for as long as any portion of the 2022B Bond remains outstanding,
the 2022B Interest Rate shall be converted to the Taxable Rate. This adjustment
shall survive full payment on the 2022B Bond until such time as the federal statute
of limitations under which the interest on the 2022B Bond could be declared taxable
under the Code has expired. In addition, upon an Event of Taxability, the County
shall, immediately upon demand, pay to the Bondholder (or prior Bondholders, if
applicable) (i) an additional amount equal to the difference between (A) the amount
of interest actually paid on the 2022B Bond during the Taxable Period and (B) the
amount of interest that would have been paid during the Taxable Period had the
2022B Bond borne interest at the Taxable Rate, and (ii) an amount equal to any
interest, penalties and additions to tax (as referred to in Subchapter A of Chapter 68
of the Code) owed by the Bondholder as a result of the Event of Taxability.
As appropriate, each affected Bondholder shall promptly prepare a substitute
Exhibit D reflecting the new interest rate and resulting payment schedule, and
deliver a copy of the new schedule to the County, the Trustee and to the LGC. The
Trustee has no responsibility to calculate any such additional interest, penalties or
charges, or to confirm that any have been paid, with those matters lying only
between the County and the affected Bondholders.
Section 1.06. Default Rate. While any default by the County under the 2022
Bonds, the Deed of Trust or the Trust Agreement is continuing, the 2022 Bonds will
bear interest (but only during the pendency of the default) at the Default Rate. If a
default only applies to the 2022A or the 2022B Bond, then only the affected 2022
Bond will be subject to interest at this default rate. As appropriate, each affected
Bondholder shall promptly prepare a substitute Exhibit D reflecting the new
interest rate and resulting payment schedule, and deliver a copy of the new
schedule to the County, the Trustee and to the LGC. The Trustee has no
responsibility to calculate any such additional interest, penalties or charges, or to
confirm that any have been paid, with those matters lying only between the County
and the affected Bondholders.
Section 1.07. Redemption Dates and Prices. The 2022 Bonds are subject
to redemption as described in Section 2.01.
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Section 1.08. Delivery of 2022 Bonds. The Trustee will authenticate and
deliver the 2022 Bonds when it has received the following items:
(a) Certified copies of County Board resolutions (i) approving the terms
and conditions under which the 2022 Bonds are to be executed and delivered and
(ii) authorizing the execution, delivery and issuance of the 2022 Bonds, this
Supplemental Agreement, and Deed of Trust Supplement #4 (as described in Exhibit
B)
(b) Evidence satisfactory to the Trustee that the LGC has approved the
issuance of the 2022 Bonds
(c) An executed copy of this Supplemental Agreement
(d) An executed copy of Deed of Trust Supplement #4, which extends the
benefit of the security provided to the Trustee under the Prior Deed of Trust to
secure the County's performance of its obligations under this Supplemental
Agreement and 2022 Bonds, as contemplated by Section 1.06(iv) of the 2018
Agreement
(e) An Opinion of Bond Counsel to the effect that the execution and
delivery of the 2022 Bonds as Additional Bonds is permitted under the terms of the
Prior Agreement and has been duly authorized
(f) A County Certificate directing the Trustee as to the application of the
proceeds from the sale of the 2022 Bonds
(g) Evidence of the issuance or proposed issuance of one or more lender's
title insurance policies (or an appropriate endorsement to an existing policy) in
favor of the Trustee, in an aggregate face amount of insurance equal to the total
amount of Outstanding Bonds plus the principal amount of the 2022 Bonds, and
including the instrument referenced in (d) above as an insured instrument
Section 1.09. Limited Obligation. The 2022 Bonds are limited obligations
of the County, as provided and described in Section 4.05 of the 2018 Agreement.
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ARTICLE It
REDEMPTION
Section 2.01. Redemption Dates and Prices. (a) Principal of the 2022
Bonds is subject to redemption and prepayment prior to the scheduled Payment
Dates only under the terms of this Article.
(b) Principal of the 2022A Bond is not subject to prepayment prior to the
scheduled Payment Dates.
(c) (i) The County may prepay the principal of the 2022B Bond, in whole
or in part, at the County's option, on any date, upon payment of the principal
amount to be prepaid plus interest accrued to the prepayment date.
(ii) No premium or penalty is payable for a redemption of the o0 ar before
made under this Section after May 12, 2032. For a prepayment mad
May 12, 2032, the County must pay the Make Whole Prepayment Premium.
ui if the County redeems a portion of the 2022B Bond, the County will
prepare, and the Trustee will deliver, a new 20221 Bond in principal amount,equal
to the unpaid portion to the registered owner upon the surrender of the 2022B
Bond.
Section 2.02. Redemption Notices. (a) The Trustee, at the County's
direction, upon being satisfactorily indemnified by the County with respect to
expenses and with at least two $'usiness Days' notice, will send notice of redemption
no less than 30 nor more than 60 days prior to the redemption date, to the
registered owner of the 2022B Bond at its address as it appears on the Trustee's
registration books, by registered or certified mail. The Trustee shall also send a copy
of the notice to the LGC.
(b) Any redemption notice may state,that the redemption to be effected is
conditioned upon --
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(i) the Trustee's receipt on or prior to the redemption date of moneys
sufficient to pay the principal of and interest on the 2022B Bonds or
portions thereof to be redeemed; or
(ii) any other condition not unacceptable to the Trustee.
If a notice contains a condition and the Trustee either (i) does not receive
moneys sufficient to pay the principal of and interest on the 2022B Bond on or
prior to the redemption date, or (ii) the stated condition is not fulfilled,
in either case on or before the redemption date,
then redemption will not be made, and the Trustee must, within a reasonable
time, give notice the same way the redemption notice was given that the moneys
were not so received (or condition was not fulfilled) and the redemption was not
made.
(c) Each redemption notice must specify (i) the complete designation of
the 2022B Bond to be redeemed, (ii) the CUSIP numbers of the 2022B Bonds to be
redeemed, if any, (iii) the dated dates, maturity dates and interest rates of the
2022B Bonds to be redeemed, (iv) the date fixed for redemption, (v) any conditions
to the redemption, as contemplated by subsection (b) above, (vi) the principal
amount of 2022B Bond or portions thereof to be redeemed, (vii) the applicable
redemption price, (viii) the address of the place or places of payment, (ix) the
Trustee's name and telephone number, and the name of a contact person, (x) that
interest accrued to the date fixed for redemption will be paid as specified in the
notice, and (xi) that on and after the established redemption date, interest on 2022B
Bond which have been redeemed will cease to accrue. The Trustee must also include
in any redemption notice any additional information provided by the County for use
in the notice.
Section 2.04. 2022B Bond Payable on Redemption Date; Interest Ceases
To Accrue. If on or before the date fixed for redemption funds are deposited with
the Trustee to pay the principal of and interest accrued to the redemption date on
2022B Bonds called for redemption, the 2022B Bond (or portions of the 2022B
Bond) called for redemption ceases to accrue interest from and after the redemption
date. Thereafter, that 2022B Bond, or portion called for redemption, (a) is no longer
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entitled to the benefits provided by the Trust Agreement and (b) is not deemed to
be Outstanding under the Trust Agreement.
ARTICLE III
DEPOSIT AND USE OF 2022 PROCEEDS; OTHER FUNDS
Section 3.01. Disbursement of Proceeds. The Trustee will apply proceeds
from the sale of the 2022 Bonds as provided in the certificate described in Section
1.07(f).
Section 3.02. Deposit and Custody of Proceeds; Security Interest. (a) The
County will hold all the proceeds from the sale of the 2022 Bonds in a separate
deposit account to be known as the "2022 Proceeds Account." The County will hold
this account separate and apart from all other County funds. The County must use
all amounts on deposit from time to time in this Account only for the payment of
2022 Project Costs (which may include the reimbursement to the County for
previous expenditures on 2022 Project Costs).
(b) The County grants a security interest in all funds on deposit from time
to time in the 2022 Proceeds Account to the Trustee, for the benefit of the
Bondholders. At any time during the continuation of an Event of Default, upon
notice and demand from the Trustee, the County will pay all amounts in the 2022
Proceeds Account as the Trustee directs.
(c) The Trustee has no right or obligation to review or limit the County's
use of funds in the 2022 Proceeds Account. The County's is solely responsible for the
investment of amounts on deposit to the credit of the 2022 Proceeds Account in
Legal Investments. The County will provide such information concerning the use
and investment of amounts from the 2022 Proceeds Account as the Trustee may
request from time to time.
Section 3.03. Transfer of Unexpended Proceeds. Upon the first to occur
of (a) July 1, 2025, or (b) the time when the County determines there are no more
2022 Project Costs to be paid from the 2022 Proceeds Account, the County will
withdraw all remaining moneys in the 2022 Proceeds Account and pay those
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amounts to the Trustee for deposit in the Payment Fund, The Trustee will then
apply those moneys to Bond payments as directed by a County Representative. In
the absence of any direction from the County, the Trustee will deposit those moneys
in the Interest Account and use them to pay interest on the 2022 Bonds as the same
becomes due.
Section 3.04. Use of Funds and Accounts from 2018 Agreement. The
Trustee is to maintain and administer the Bond Payment Fund (and its principal and
interest accounts) and the Net Proceeds Fund established under the 2018
Agreement to the same effect and purpose as provided in the 2018 Agreement with
respect to the 2022 Bonds as to the 2018 Bonds and all Bonds generally.
ARTICLE IV
OTHER MODIFIED TERMS
Section 4.01. Financial Information to Lender. The County will send to the
Lender a copy of the County's audited financial statements for each Fiscal Year within
30 days of the County's acceptance of the statements, but in any event within 270 days
of the completion of each Fiscal Year. The County will send to the Lender a copy of the
County's adopted budget ordinance within 30 days after its adoption by the County
Board. The County shall also furnish the Lender, at such reasonable times as the
Lender may request, all other financial information (including, without limitation,
the County's annual budget as submitted or approved) as the Lender may
reasonably request. The County shall permit the Lender or its agents and
representatives to inspect the County's books and records and make extracts
therefrom.
Section 4.02. Amendments Require Lender's Consent. This Supplemental
Agreement may only be amended by a writing signed by the Lender. Otherwise, the
provisions of the Trust Agreement concerning the amendment of the Trust
Agreement apply,
Section 4.03 Permission To Use Information. The County agrees and
consents that the Lender may use information related to the 2022 Bonds in
connection with marketing, press releases or other transactional announcements or
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updates provided to investors or trade publications, including, but not limited to,
the placement of the County's logo or other identifying name on marketing
materials or of "tombstone" advertisements in publications of its choice at the
Lender's own expense.
Section 4.04 No Advisory or Fiduciary Relationship. In connection with
all aspects of the transaction contemplated hereunder, the County acknowledges
and agrees, that: (a) (i) the County has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, (ii) the County
is capable of evaluating, and understands and accepts the terms, risks and
conditions of the transactions contemplated hereby, (iii) the Lender is not acting as
a municipal advisor or financial advisor to the County and (v) the Lender has no
fiduciary duty pursuant to Section 15B of the Securities Exchange Act to the County
with respect to the transactions contemplated hereby and the discussions,
undertakings and procedures leading thereto (irrespective of whether the Lender
has provided other services or is currently providing other services to the County on
other matters); (b) (i) the Lender is and has been acting solely as a principal in an
arms-length commercial lending transaction and, has not been, is not, and will not
be acting as an advisor, agent or fiduciary, for the County, or any other person or
entity and (ii) the Lender has no obligation to the County with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein; (c) notwithstanding anything herein to the contrary, the County and the
Lender intend that the 2022 Bonds represent a commercial loan transaction not
involving the issuance and sale of a municipal security, and that any bond, note or
other debt instrument that may be delivered to the Lender is delivered solely to
evidence the repayment obligations of the County under the 2022 Bonds; and (d)
the Lender may be engaged in a broad range of transactions that involve interests
that differ from those of the County, and the Lender has no obligation to disclose any
of such interests to the County. To the fullest extent permitted by law, the County
hereby waives and releases any claims that it may have against the Lender with
respect to any breach or alleged breach of agency or fiduciary duty in connection
with any aspect of any transactions contemplated hereby. If the County would like a
municipal advisor in this transaction that has legal fiduciary duties to the County,
the County is free to engage a municipal advisor to serve in that capacity. The
Lender's participation is pursuant to and in reliance upon the bank exemption
and/or the institutional buyer exemption provided under the municipal advisor
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rules of the Securities and Exchange Commission, Rule 15Ba1-1 et sea.. to the extent
that such rules apply to the transactions contemplated hereunder.
ARTICLE V
ADDITIONAL PROVISIONS
Section 5.01. Notices.
(a) Any communication provided for in this Supplemental Agreement must
be in English and must be in writing, and "writing" includes facsimile transmission
and electronic mail.
(b) For the purposes of this Supplemental Agreement, any communication
sent by facsimile transmission or electronic mail will be deemed to have been given
on the date the communication is similarly acknowledged by a County
Representative (in the case of the County) or other authorized representative (in the
case of any other party). No such communication will be deemed given or effective
without such an acknowledgment. Any electronic communication to the Trustee is
subject to the provisions of Section 9.02 of the 2018 Agreement.
(c) Any other communication under this Supplemental Agreement will be
deemed given on the delivery date shown on a United States Postal Service certified
mail receipt, or a delivery receipt (or similar evidence) from a national commercial
package delivery service, if addressed as follows:
(i) if to the County, to Orange County Manager, Re: Notice under
2022 LOBS Trust Agreement, Post Office Box 8181, Hillsborough, NC 27278
(ii) if to the Trustee, to The Bank of New York Mellon Trust Company,
N.A., Re: Notice for 2022 Financing for Orange County, 4655 Salisbury Rd.,
STE 300, Jacksonville, FL 32256
(iii) If to the LGC, to the North Carolina Local Government
Commission, Attn: Secretary of the Commission, Re: Notice for 2022 Orange
County LOBs Financing, Longleaf Building, 3200 Atlantic Ave., Raleigh, NC
27604
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(iv) If to the Lender, to Truist Commercial Equity, Inc., 1414 Raleigh
Road, Chapel Hill, NC 27517, Attention: Jeff Stoddard, with a copy to Tax-
Exempt Lending Group, Truist Bank, 150 Stratford Road, 2nd Floor, Winston-
Salem, NC 27104, Attention: Alex Johnston.
(d) Any addressee (including the LGC and the Lender) may designate
additional or different addresses for communications by notice given under this
Section to each of the others.
(e) Any communication sent under this Agreement must also be sent to the
County and the Trustee, along with any other parties to which the communication
may be addressed. Any party sending a communication under this Supplemental
Agreement must also send a copy to the Lender, so long as the Lender is the
registered owner of any portion of the 2022 Bonds. Any party sending a
communication under this Supplemental Agreement that relates to amendments or
defaults must also send a copy to the LGC.
(0 Whenever this Supplemental Agreement requires the giving of a notice,
the person entitled to receive the notice may waive the notice, in writing. The giving
or receipt of the notice will then not be a condition to the validity of any action taken
in reliance upon the waiver.
Section 5.02. Definition of "Restricted Yield." With respect to the 2022
Bonds, a "Restricted Yield" means a "yield," within the meaning of Treas. Regs. Secs.
1.103-13(c), -13(d), 1.148-9T(a), or any successor or other provision that may be
applicable, not in excess of a "yield" equal to 2.3812%.
Section 5.03. Consent to Jurisdiction. The Trustee consents to jurisdiction
in the State of North Carolina for any lawsuit arising from this Supplemental
Agreement, or arising from any of the related transactions contemplated by this
Supplemental Agreement.
Section 5.04. Binding Effect; Limitation of Rights. This Supplemental
Agreement is binding upon, inures to the benefit of and is enforceable by the parties
and their respective successors and assigns. Nothing expressed or implied in this
Supplemental Agreement or the 2022 Bonds gives any person other than the
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Trustee, the County and the Owners any right, remedy or claim under or with
respect to this Supplemental Agreement.
Section 5.05. Severability. If any provision of this Supplemental Agreement
is determined to be unenforceable, that does not affect any other provision of this
Supplemental Agreement.
Section 5.06. Counterparts. This Supplemental Agreement may be signed in
several counterparts, including separate counterparts. Each will be an original, but
all of them together constitute the same instrument.
Section 5.07. Rules for Bond Transfer. (a) Notwithstanding any provision
or indication in the Trust Agreement to the contrary, the Trustee will not register
the transfer of any 2022 Bonds except to (i) a bank, insurance company, or similar
financial institution, or (ii) any direct or indirect wholly-owned subsidiary either of
the Lender or of any transferee referenced in (i) (in either case, an "Affiliate"),
provided that the Affiliate agrees to transfer the 2022 Bonds to a permitted
transferee under this paragraph before it ceases to be an Affiliate if at the time it
ceases to be an Affiliate it would not qualify as a permitted transferee under this
paragraph, or (iii) any other entity approved by the LGC. In connection with any
such transfer, the transferring owner trust notify the Trustee that the transfer is
permitted pursuant to this Section 5.07. The Trustee shall be fully protected in
relying on such notification.
(b) In connection with any proposed transfer of the 2022 Bonds, the County
shall provide or cause to be provided to the Trustee all information necessary to
allow the Trustee to comply with any applicable tax reporting obligations, including
without limitation any cost basis reporting obligations under Code Section 6045.
The Trustee may rely on the information provided to it and shall have no
responsibility to verify or ensure the accuracy of such information.
Section 5.08. Definitions; Rules of Interpretation. Unless the context
clearly requires otherwise, capitalized terms used as defined terms in this
Supplemental Agreement and not otherwise defined have the meanings set forth in
Exhibit B, and if not defined there will have the meanings set forth in the Prior
Agreement. This Supplemental Agreement will be interpreted in accordance with
the rules of interpretation set forth in the 2018 Agreement.
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IN WITNESS WHEREOF, the parties Have caused this. Fourth Supplemental
Trust Agreement to he executed in their corporate names by their duly authorized
officers, all as of May 11, 2022.
(SEAL) t t all
ATTEST: ` ORANGE COUNTY,
�� S2
NORTH CAROLINA
By:
Laura Jensen Bonnie B. Hammersle
Cleric, Board of Commissioners County Manager
The Bank of New York
Mellon Trust Company, N.A.,
as Trustee
By; ---
Te ence Rawlins, ice President
[Fourth Supplemental Trust Agreement dated as of May 1.1, 2022]
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Exhibit A - list of proJects to be financed with estimated amounts
Project Est. Amount ($)
Lake Orange Dam Remediation 908,438
Parks and Rec R&R 203,268
Conservation Easement 262,000
Neuse River Rules Nutrient Management 56,198
Solid Waste Vehicle Replacements 516,739
Solid Waste Equipment Replacement - Grinder 833,500
C&D Construction Phase II 230,643
High Rock Improvements 470,000
Facility Accessibility, Safety and Security
Improvements 195,584
HVAC Projects 106,996
Major Plumbing Repairs 43,960
Orange County Southern Branch Library (County
portion) 180965,438
Parking Lot Improvements 241,648
Phillip Nick Waters Building Remediation 545,242
Roof& Building Facade Projects 434,778
Criminal Justice Resource Department 17,598
Southern Campus Expansion 299,422
Communication System Improvements 157,755
Emergency Services Substations
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Efland EMS & Medical Examiners Station 5,438,929
Waterstone EMS Station & Location Study 3,506,703
Sportsplex - Facility Maintenance/Replacement 104,333
1TGC 150,383
1T infrastructure 1,507,944
Sheriff Vehicles 255,473
EMS Vehicles 439,092
DEAPR Vehicles 68,650
Animal Services Vehicles 47,666
OPT Vehicle Replacement 110,627
Chapel Hill -- Carrboro Schools
Technology 908,047
Roofing 484,607
Recurring Capital 1,810,800
Fire Safety 164,172
Supplemental Deferred 217,568
Stormwater Management 105,295
Orange County Schools
Recurring Capital 1,189,200
Supplemental Deferred 320,400
TOTAL $41,319,098
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The County will also use additional loan proceeds to pay financing costs.
The amounts stated above are estimates only. The County may use any
portion of the 2022 Bonds proceeds for any of the 2022 Project Costs, subject to the
County's obligation to undertake and complete those components of the project
related to the "Mortgaged Property," as defined in the Deed of Trust, and the
limitation on the use of funds only for 2022 Project Costs.
Components of the 2022 Project related to the Mortgaged Property include
the following:
• Southern Campus expansion
• Efland EMS & Medical Examiners Station
• Orange County Southern Branch Library (County portion)
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EXHIBIT B - Definitions; Rules of Construction
For all purposes of this Supplemental Agreement, unless the context requires
otherwise, the following terms have the following meanings.
"2022 Bonds" means the County's Limited Obligation Bonds, Series 2022,
originally issued in the aggregate principal amount of $41,535,000 pursuant to the
Prior Agreement and this Supplemental Agreement.
"2022A Interest Rate" means a per annum rate equal to 2.13%, but after an
Event of Taxability, means the Taxable Rate. Notwithstanding the foregoing,
however, after, and during the continuance of, an Event of Default, "2022A Interest
Rate" means the Default Rate.
"202213 Interest Rate" means a per annum rate equal to 2.41%, but after an
Event of Taxability, means the Taxable Rate. Notwithstanding the foregoing,
however, after, and during the continuance of, an Event of Default, "2022B Interest
Rate" means the Default Rate.
"2022 Proceeds Account" means the 2022 Proceeds Account established
pursuant to Section 3.02.
"2022 Project" has the meaning assigned in the preambles to this
Supplemental Agreement.
"2022 Project Costs" means "Project Costs," as defined in the 2018
Agreement, related to the 2022 Project.
"Deed of Trust" means the Prior Deed of Trust as modified by the "Deed of
Trust Supplement #4" dated as of May 11, 2022, also granted by the County for the
Trustee's benefit.
"Default Rate" means the lesser of (a) the sum of the Prime Rate plus 2.0%
(200 basis points) per annum and (b) the maximum lawful rate.
"Event of Taxability" means that a final decree or judgment of any federal
court or a final action of the Internal Revenue Service determining that interest is
includable in the gross income of the registered owner of a 2022 Bond for federal
income tax purposes as a result of the action or inaction of the County has been
issue; provided, no Event of Taxability shall be deemed to occur unless the County
20
has been given written notice of the occurrence and, to the extent permitted by law,
an opportunity to participate in and seek, at the County's own expense, a final
administrative determination by the Internal Revenue Service or determination by
a court of competent jurisdiction (from which no further right of appeal exists) as
to the occurrence of such Event of Taxability. For all purposes of this definition, the
effective date of any Event of Taxability will be the first date as of which interest is
deemed includable in the gross income of the Registered Owner of the 2022 Bonds.
"Make Whole Prepayment Premium" with respect to a prepayment of the
2022B Bond means an amount equal to the present value of the difference between
(1) the amount that would have been realized by the Lender on the prepaid amount
for the remaining term of the loan at the rate for fixed-rate payers in U.S. Dollar
interest rate swaps as quoted by Bloomberg (the "Swap Rate's for a term
corresponding to the term of the 2022B Bond, interpolated to the nearest month, if
necessary, that was in effect three Business Days before the Closing Date and (2) the
amount that would be realized by the Lender by reinvesting such prepaid funds for
the remaining term of the loan at the Swap Rate for fixed-rate payers in U.S. Dollar
interest rate swaps, interpolated to the nearest month, that was in effect three
Business Days prior to the loan repayment date; both discounted at the same
interest rate utilized in determining the applicable amount in (2). Should the
present value have no value or a negative value, the County may repay with no
additional fee. Should Bloomberg no longer release rates for fixed-rate payers in U.S.
Dollar interest rate swaps, the Lender may substitute the Bloomberg index for rates
for fixed-payers in U.S. Dollar interest rate swaps with another similar index as
determined by the Lender. The Lender shall provide the County with a written
statement explaining the calculation of the premium due, which statement shall, in
absence of manifest error, be conclusive and binding.
Partial prepayments may be made subject to a prepayment charge based
upon the same calculation methodology described above. Any partial prepayment
shall be applied to installments of principal in the inverse order of maturity and
shall not postpone the due dates of, or relieve the amounts of, any scheduled
installment payments due hereunder. Any amounts repaid hereunder may not be re-
borrowed. For purposes of this provision, the term Business Day shall mean any day
other than a Saturday or Sunday or other day on which the Lender is authorized or
required to close.
21
"Payment Date" with respect to the 2022 Bonds means each February 1 and
August 1, beginning February 1, 2023.
"Prime Rate" means the per annum rate which the Lender's affiliate Truist
Batik (whether or not that bank or any affiliate at any time is a registered
Bondholder) announces from time to time to be its "prime rate," as in effect from
time to time. The prime rate is a reference or benchmark rate, is purely
discretionary and does not necessarily represent the lowest or best rate charged to
borrowing customers. The Lender's affiliate Truist Bank may make commercial
loans or other loans at rates of interest at, above or below the prime rate. Each
change in the prime rate will be effective from and including the date Truist Bank
announces the change as effective.
"Prior Agreement" means the Trust Agreement dated as of June 1, 2018,
between the County and The Bank of New York Mellon Trust Company, N.A., as
trustee, as supplemented by (a) a First Supplemental Trust Agreement dated as of
April 1, 2019, (b) a Second Supplemental Trust Agreement dated as of November 1,
2019, and (c) a Third Supplemental Trust Agreement dated as of May 1, 2020, with
all those Supplemental Agreements also between the County and the Trustee.
"Prior Deed of Trust" means the Deed of Trust and Security Agreement dated
as of June 1, 2018, from the County to a Deed of Trust Trustee for the County's
benefit, as supplemented by (a) a Deed of Trust Supplement #1 dated as of April 1,
2019, (b) a Deed of Trust Supplement #2 dated as of November 1, 2019, and (c) a
Deed of Trust Supplement #3 dated as of May 1, 2020
"Supplemental Agreement" means this fourth Supplemental Trust
Agreement, as it may be properly amended or supplemented from time to time.
"Taxable Period" means the period of time between (a) the date that interest
on a 2022 Bond is deemed to be includable in the gross income of the owner thereof
for federal income tax purposes as a result of an Event of Taxability, and (b) the date
of the Event of Taxability and after which the applicable 2022 Bond bears interest at
the Taxable Rate.
"Taxable Rate" means the interest rate per annum that provides the Lender
with the same after tax yield that the Lender would have otherwise received had the
Event of Taxability not occurred, taking into account the increased taxable income of
22
the Lender as a result of such Event of Taxability. The Lender shall provide the
County with a written statement explaining the calculation of the Taxable Rate,
which statement shall, in the absence of manifest error, be conclusive and binding
on the County.
"Trust Agreement" means the Prior Agreement as modified and
supplemented by this Supplemental Agreement, as it may be further amended or
supplemented from time to time.
All other capitalized terms used in this Fourth Supplemental Trust Agreement
and not otherwise defined have the meanings ascribed thereto in the Prior
Agreement.
23
Exhibit C - Form of 2022 Bonds
Registered Bond Number RA-1/1113-1
LIMITED OBLIGATION BOND, SERIES 2022A/2022B
ORANGE COUNTY, NORTH CAROLINA
ORANGE COUNTY, NORTH CAROLINA (the "County"), for value received,
promises to pay, but solely from the sources and in the manner provided, to
Truist Commercial Equity, Inc.
or registered assigns (the "Bondholder"), the principal sum of
[ MILLION DOLLARS]
***** 000,000*****]
in principal installments payable on each February 1 as shown on Schedule 1,
together with interest on the unpaid principal from the date hereof until payment of
the entire principal sum at the annual rate of %, payable on each February 1
and August 1, beginning February 1, 2023, subject to [redemption and] adjustment
as described below.
Interest is payable (a) from May 11, 2022, if this Bond is authenticated prior
to February 1, 2023, or (b) otherwise from the February 1 or August 1 that is, or
immediately precedes, the date on which this Bond is authenticated (unless
payment of interest on this Bond is in default, in which case this Bond will bear
interest from the date to which interest has been paid). In all events, (1) all
payments on this Bond will be applied first to interest accrued and unpaid to the
payment date and then to principal, and (2) if not sooner paid, the entire principal of
and interest on this Bond will be due and payable on February 1, 20 Principal
and interest are payable in lawful money of the United States of America.
24
Upon the occurrence of an Event of Taxability and for as long as any portion
of this Bond remains outstanding, the interest rate will convert to the Taxable Rate.
This adjustment shall survive full payment on this Bond until such time as the
federal statute of limitations under which the interest on the Bond could be declared
taxable under the Code has expired. In addition, upon an Event of Taxability, the
County shall, immediately upon demand, pay to the Bondholder (or prior
Bondholders, if applicable) (i) an additional amount equal to the difference between
(A) the amount of interest actually paid on the Bond during the Taxable Period and
(B) the amount of interest that would have been paid during the Taxable Period had
the Bond borne interest at the Taxable Rate, and (ii) an amount equal to any
interest, penalties and additions to tax (as referred to in Subchapter A of Chapter 68
of the Code) owed by the Lender as a result of the Event of Taxability.
The Trustee has no responsibility to calculate any such additional
interest, penalties or charges, or to confirm that any have been paid, with
those matters lying only between the County and the affected Bondholders.
"Event of Taxability" means that a final decree or judgment of any federal
court or a final action of the Internal Revenue Service determining that interest is
includable in the gross income of the registered owner for federal income tax
purposes as a result of the action or inaction of the County has been issued;
provided, no Event of Taxability shall be deemed to occur unless the County has
been given written notice of the occurrence and, to the extent permitted by law, an
opportunity to participate in and seek, at the County's own expense, a final
administrative determination by the Internal Revenue Service or determination by a
court of competent jurisdiction (from which no further right of appeal exists) as to
the occurrence of the Event of Taxability. For all purposes of this definition, the
effective date of any Event of Taxability will be the first date as of which interest is
deemed includable in the gross income of the registered owner of the this Bond.
"Taxable Period" means the period of time between (a) the date that interest
on this Bond is deemed to be includable in the gross income of the owner thereof for
federal income tax purposes as a result of an Event of Taxability, and (b) the date of
the Event of Taxability and after which the Bond bears interest at the Taxable Rate.
25
"Taxable Rate" means the interest rate per annum that provides the
Bondholder with the same after tax yield that the Bondholder would have otherwise
received had the Event of Taxability not occurred, taking into account the increased
taxable income of the Lender as a result of such Event of Taxability. The Bondholder
shall provide the County with a written statement explaining the calculation of the
Taxable Rate, which statement shall, in the absence of manifest error, be conclusive
and binding on the County.
"Default Rate" means the lesser of (a) the sum of the Prime Rate plus 2.0%
per annum and (b) the maximum lawful rate.
"Prime Rate" means the per annum rate which the Lender's affiliate Truist
Bank (whether or not that bank or any affiliate at any time is a registered
Bondholder) announces from time to time as its "prime rate," as in effect from time
to time. The prime rate is a reference or benchmark rate, is purely discretionary and
does not necessarily represent the lowest or best rate charged to borrowing
customers. The Lender's affiliate Truist Bank may make commercial loans or other
loans at rates of interest at, above or below the prime rate. Each change in the prime
rate will be effective from and including the date Truist Bank announces the change
as effective.
This Bond constitutes the entire issue of [$ ] Limited Obligation
Bonds, Series 2022A/2022B (the "Bond"), issued under, and secured by, a Trust
Agreement dated as of June 1, 2018, between the County and The Bank of New York
Mellon Trust Company, N.A., as trustee (the "Trustee"), as previously supplemented
and as supplemented by a Fourth Supplemental Trust Agreement between the
County and the Trustee and dated as of May 11, 2022 (as supplemented, the "Trust
Agreement").
This Bond constitutes an installment contract within the meaning of Section
160A-20 of the North Carolina General Statutes between the County and the owner
(from time to time) of this Bond. The Bond is payable solely from funds
appropriated on an annual basis by the County's governing Board of Commissioners
and other funds available for the purpose of payment pursuant to the Trust
Agreement, such as certain net insurance and condemnation awards and the
proceeds of remedial action, which revenues and other moneys have been pledged
as described in the Trust Agreement to secure payment of the Bond. Neither the
26
County's faith and credit nor- its taxing power is pledged to the payment of any
amounts due under the Bond. As provided for under that Section 160A-20, no
deficiency judgment may be rendered against the County in any action for breach of
a contractual obligation under the Bond or the Trust Agreement.
To further secure its obligations under the Trust Agreement, the County has
granted, for the benefit of the Trustee on behalf of the owners of the Bonds, a
security interest in certain public facilities and the related real property, and certain
other property, pursuant to the Trust Agreement and a Deed of Trust and Security
Agreement dated as of June 1, 2018, as previously supplemented and as
supplemented by a Deed of Trust Supplement #4 dated as of May 11, 2022,
delivered by the County for the Trustee's benefit (as supplemented, the "Deed of
Trust").
The security provided to owners of the Bond under the Deed of Trust and
otherwise is on parity with the security provided to owners of prior bonds issued
under the Trust Agreement. Additional Bonds secured by a parity interest in the
property securing the Bond may be issued under the terms and conditions set forth,
in the Trust Agreement.
Reference is made to the Trust Agreement and the Deed of Trust referenced
above for the provisions, among others, with respect to the nature and extent of the
security, the rights, duties and obligations of the County and the Trustee, the rights
of the Owners of the Bond and the terms upon which the Bond is executed, delivered
and secured, to all of which provisions the owner of this Bond, by the acceptance of
this Bond, agrees.
[For 2022A -- The principal of this Bond may not be redeemed or prepaid
prior to the stated principal pauyments dates.]
[For 2022B --
This Bond may not be redeemed prior to maturity except as provided in this
Bond and in the Trust Agreement.
The County may prepay the principal of the 2022B Bond, in whole or in part,
at the County's option, on any date, upon payment of the principal amount to be
27
prepaid plus interest accrued to the prepayment date. No premium or penalty is
payable for a redemption made under this Section after May 12, 2032. For a
prepayment made on or before May 12, 2032, the County must pay the Make Whole
Prepayment Premium. If the County redeems a portion of this Bond, the County will
prepare, and the Trustee will deliver, a new Bond in principal amount equal to the
unpaid portion to the registered owner upon the surrender of this Bond.
"Make Whole Prepayment Premium" means an amount equal to the present
value of the difference between (1) the amount that would have been realized by the
Lender on the prepaid amount for the remaining term of the loan at the rate for
fixed-rate payers in U.S. Dollar interest rate swaps as quoted by Bloomberg (the
"Swap Rate'l for a term corresponding to the term of the 2022B Bond, interpolated
to the nearest month, if necessary, that was in effect three Business Days before the
Closing Date and (2) the amount that would be realized by the Lender by reinvesting
such prepaid funds for the remaining term of the loan at the Swap Rate for fixed-
rate payers in U.S. Dollar interest rate swaps, interpolated to the nearest month, that
was in effect three Business Days prior to the loan repayment date; both discounted
at the same interest rate utilized in determining the applicable amount in (2).
Should the present value have no value or a negative value, the County may repay
with no additional fee. Should Bloomberg no longer release rates for fixed-rate
payers in U.S. Dollar interest rate swaps, the Lender may substitute the Bloomberg
index for rates for fixed-payers in U.S. Dollar interest rate swaps with another
similar index as determined by the Lender. The Lender shall provide the County
with a written statement explaining the calculation of the premium due, which
statement shall, in absence of manifest error, be conclusive and binding.
Partial prepayments may be made subject to a prepayment charge based
upon the same calculation methodology described above. Any partial prepayment
shall be applied to installments of principal in the inverse order of maturity and
shall not postpone the due dates of, or relieve the amounts of, any scheduled
installment payments due hereunder. Any amounts repaid hereunder may not be re-
borrowed. For purposes of this provision, the term Business Day shall mean any day
other than a Saturday or Sunday or other day on which the Lender is authorized or
required to close.
28
The Trustee will send redemption notice to the Bondholder, at its address as
it appears on the Trustee's Bond Register (as defined in the Trust Agreement), not
more than 60 nor less than 30 days prior to the redemption date.
If on or before the date fixed for redemption funds have been deposited with
the Trustee to pay the principal and interest accrued to the redemption date with
respect to this Bond, this Bond or portion called for redemption will cease to accrue
interest from and after the redemption date, will no longer be entitled to the
benefits provided by the Trust Agreement, and will not be deemed to be
Outstanding under the Trust Agreement.
The Owner of this Bond has no right to enforce the provisions of the Trust
Agreement or to institute action to enforce the covenants therein, or to take any
action with respect to any event of default thereunder, or to institute, appear in or
defend any suit or other proceeding with respect thereto, except as provided in the
Trust Agreement. Changes to or supplements of the Trust Agreement may be made
to the extent and in the circumstances permitted by the Trust Agreement.
Ownership of this Bond will be registered on the Bond Register (as defined in
the Trust Agreement) kept for that purpose by the Trustee, which will act as Bond
registrar. This Bond may be exchanged, and its transfer may be effected, only by its
Owner in person or by attorney duly authorized in writing at the designated office of
the Trustee, but only in the manner, subject to the limitations and upon payment of
the charges provided in the Trust Agreement, and upon surrender and cancellation
of this Bond. Upon exchange or registration of such transfer a new registered Bond
of the same maturity and interest rate for the same aggregate principal amount will
be issued in exchange therefor.
The Trustee will not register the transfer of this Bond except to (a) a
bank, insurance company, or similar financial institution, or (b) any direct or
indirect wholly-owned subsidiary either of the Lender or of any transferee
referenced in (a) (in either case, an "Affiliate"), provided that the Affiliate agrees to
transfer this Bond to a permitted transferee under this paragraph before it ceases to
be an Affiliate if at the time it ceases to be an Affiliate it would not qualify as a
permitted transferee under this paragraph, or (c) any other entity approved by the
North Carolina Local Government Commission. In connection with any transfer, the
29
transferring owner must notify the Trustee that the transfer is permitted under the
Trust Agreement. The Trustee shall be fully protected in relying on such notification.
The County and the Trustee may deem and treat the person in whose name
this Bond is registered on the Bond Register as the absolute owner of this Bond for
the purpose of receiving payment of or on account of principal of and interest due
on this Bond and for all other purposes, and neither the County nor the Trustee will
be affected by any notice to the contrary, except that interest payments will be made
to the persons shown as Owners on the Trustee's registration books on the Record
Date, which is the end of the calendar day on the 15th day of the month (whether or
not a business day) preceding each Payment Date.
All acts, conditions and things required by the Constitution and laws of the
State of North Carolina to happen, exist or be performed precedent to and in the
execution and delivery of this Bond have happened, exist and have been performed.
The County intends that North Carolina law will govern this Bond and all
matters of its interpretation.
This Bond will not be entitled to any benefit under the Trust Agreement or be
valid or obligatory for any purpose until the Trustee has executed the Certificate of
Authentication appearing on this Bond.
IN WITNESS WHEREOF, the County has caused this instrument to be signed,
sealed and delivered by duly authorized officers, all as of May 11, 2022.
(SEAL) ORANGE COUNTY
ATTEST: NORTH CAROLINA
By:
Laura Jensen Bonnie B. Hammersley
Clerk, Board of Commissioners County Manager
[Orange County, North Carolina
)0
[$ ] limited Obligation Bond, Series 2022A/2022B]
[Schedule I - Payment Schedule to be attached]
31
This Bond has been approved under the
provisions of Section 1 60A-20 and Article
S, Chapter 159 of the General Statutes of
North Carolina.
Sharon G. Edmundson
Secretary, North Carolina
Local Government Commission
By
[Sharon G. Edmundson
Or Designated Assistant]
CERTIFICATE OF AUTHENTICATION
This Bond is the 2022A/2022B Bond referred to in the Fourth Supplemental
Trust Agreement dated as of May 11, 2022, between Orange County, North Carolina,
and The Bank of New York Mellon Trust Company, N.A., as trustee.
Date of Authentication:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Authorized Officer
[Orange County, North Carolina
[$ ] Limited Obligation Bond, Series 2022A/2022B]
32
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or type transferee's name and address, including zip code)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE:
the within bond and all rights thereunder, hereby irrevocably constituting and
appointing , Attorney, to transfer said certificate on the
books kept for the registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
(Signature of Owner)
NOTICE: The signature above must
NOTICE: Signature(s) must be correspond with the name the Owner as
guaranteed by a participant in the it appears on the front of this certificate
Securities Transfer Agent Medallion in every particular without alteration or
Program ("STAMP") or similar program enlargement or any change whatsoever.
33
EXHIBIT D► - Schedule of Payments on 2022 Bonds
Principal is payable in the amounts and on the dates as shown below, subject
to redemption of the 2022E Bond as provided in this Supplemental Agreement,
Interest is payable on the dates shown below.
The 2022 Bonds will bear interest from the Closing Date until paid. Interest is
calculated at the annual rate of 2.13% on the 2022A Bond and 2.41% on the 2022B
Bond, in each case subject to adjustment as provided in this Supplemental
Agreement. The schedule below shows the expected interest payment amounts.
The County's obligation with respect to the 2022 Bonds on each Payment
Date is the amount shown below as the "total payment" for that date, subject to
adjustment as provided in Section 3,05(c) of the 2018 Agreement.
Payments are due to the Bondholders on the indicated Payment Dates. The
County will deposit the amounts required for payment with the Trustee by the 25rh
day of the month preceding the Payment Date.
�- - - - -�--- -- - --- I
Payment Principal —Interest— Principal Interest—
Date 2022A 2022A — 2022B 2022B Total Payment
- -
2/1/2023 113,898.20 594,069.02 707,967,22
8/1/2023 78,852.60 411,278.55 490,131.15
2/1/2024 885,000 78,852.60 1,725,000 411,278.55 3,100,131,15
8/1/2024 69,427.35 390,492.30 459,919.65
2/1/2025 897,000 69.427.35 1,725,000 390,492.30 3,081,919.65
8/1/2025 59,874.30 369,706.05 429,590.3 5
2/1/2026 907,000 59,874.30 1,725,000 369,706.05 3,061,580.35
34
8/1/2026 50,214.75 348,919.80 399,134,55
2/1/2027 919,000 50,214.75 1,724,000 348,919.80 3,042,134.55
8/1/202 7 40,427,40 328,145,60 368,S73.00
2/1/2028 931,000 40,427.40 1,724,000 328,145.60 3,023,573.00
8/1/2028 30,512.25 307,371.40 337,883.65
2/1/2029 943,000 30,512.25 1,722,000 307,371.40 3,002,883.65
8/1/2029 20,469.30 286,621.30 307,090.60
2/1/2030 955,000 20,469.30 1,722,000 286,621.30 2,984,090.60
8/1/2030 10,298.55 265,871.20 276,169.75
2/1/2031 967,000 10,298.55 1,722,000 265,871.20 2,965,169.75
8/1/2031 245,121.10 245,121.10
2/1/2032 1,722,000 245,121.10 1,967,121.10
8/1/2032 224,371.00 224,371.00
2/1/2033 1,722,000 224,371.00 1,946,371.00
8/1/2033 203,620.90 203,620.90
2/1/2034 1,722,000 203,620.90 1,925,620.90
8/1/2034 182,870.80 182,870.80
2/1/2035 1,722,000 182,870.80 1,904,870,80
8/1/2035 162,120.70 162,120.70
2/1/2036 1,722.000 162,120.70 1,884,120.70
8/1/2036 141,370.60 141,370.60
35
2/1/2037 1,721.000 141,370.60 1,862,370.60
8/1/2037 120,632.55 120,632.55
2/1/2038 1,721,000 120,632.55 1,841,632.55
8/1/2038 99,894.50 99,894.50
2/1/2039 1,659,000 99,894.50 1,758,894.50
8/1/2039 79,903.55 79,903.55
2/1/2040 1,659,000 79,903.55 1,738,903.55
8/1/2040 59,912.60 59,912.60
2/1/2041 1,658,000 59,912,60 1,717,912.60
8/1/2041 39,933.70 39,933.70
2/1/2042 1,657,000 39,933.70 1,696,933.70
8/1/2042 19,966.85 19,966.85
2/1/2043 1,657,000 19,966.85 1,676,966.85
36