HomeMy WebLinkAboutOTHER-2023-033-First Supplemental Trust Agreement First Supplemental TrustAgreement
by and between
Orange CountyNorth, Carolina
and
The Bank of New York Mellon Trust
Company, N . A . , as Trustee
Relating to the issuance of
$ 14 , 298 , 000
Limited Obligation Bonds
Series 2023
THIS FIRST SUPPLEMENTAL TRUST AGREEMENT is dated as of June 13 ,
2023 (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 $ 14, 298 , 000 Limited Obligation Bonds, Series 2023 (the
" 2023 Bonds ") ,
Introduction
The County and the Trustee executed and delivered a Trust Agreement dated
as of June 1 , 2021 (the " Prior Agreement" ) . The Prior Agreement provides for the
issuance of a 2021 series of limited obligation bonds (the " 2021 Bonds ") , and allows
for the issuance of additional series of limited obligation bonds . The Prior
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 Prior Agreement and provide for the issuance of the
2023 Bonds as additional bonds under the Trust Agreement, The 2023 Bonds are
issued and secured on a parity with the 2021 Bonds and the rest of the " Prior
Bonds , " as defined below.
The County is issuing the 2023 Bonds to provide funds to be used, together
with other available funds, on a project (the " 2023 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 2023 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 Agreemen t, " as defined in Exhibit B,
NOW, THEREFORE, in consideration of the covenants contained in this
Supplemental Agreement, the parties agree as follows ,
ARTICLE I
THE 2023 BONDS
Section 1 . 01 . Provision for 2023 Bonds ; Advance . (a) The County will
issue, and the Trustee will authenticate and deliver, 2023 Bonds in an aggregate
principal amount of $ 14, 298 , 000 .
(b) The County acknowledges that the amount paid to the County from the
issuance and sale of the 2023 Bonds will be $ 14 , 298 , 000 . The County will use the
amount paid as provided in this Supplemental Agreement to pay 2023 Project Costs ,
Section 1 . 02 . Bonds Constitute Installment Contracts . Each of the 2023
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 Prior Agreement; 2023 Bonds
Are Additional Bonds. (a) This Supplemental Agreement is a "supplemental
agreement" for the issuance of Additional Bonds as provided in the Prior
Agreement, and the 2023 Bonds are " Additional Bonds " as defined in the Prior
Agreement.
( b ) Except as modified by this Supplemental Agreement, all terms of the
Prior Agreement remain in effect and apply with respect to the 2023 Bonds to the
same extent as to all Prior Bonds ,
Section 1 . 04 . Form and Details ; Payments . (a) The 2023 Bonds will be
issued initially as two fully registered bonds . The 2023 Bonds will be in
substantially the form of Exhibit C, with any changes as the Trust Agreement
permits or requires . Each of the 2023 Bonds will be dated the date of its initial
delivery to the Lender . All interest payments will be calculated based on a 3604day
year consisting of twelve 30 - day months and subject to adjustment as provided in
this Supplemental Agreement.
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( b) One of the 2023 Bonds (the " 2023A Bond ") will be designated " Limited
Obligation Bond, Series 2023A . " The 2023A Bond will be ( i) in the principal amount
of $ 5 , 080 , 000 , (ii) numbered RA4 for identification, (iii) payable as to interest
semiannually until payment on each Payment Date at the 2023A Interest Rate, and
(iv) payable as to principal on February 1 in installments in years and amounts as
follows :
Installment Date Principal Installment Date Principal
(February 1) Amount ( $ � February 1) Amount f$ 1
2025 687, 000 2029 759 , 000
2026 704, 000 2030 575 , 000
2027 721, 000 2031 587 , 000
2028 739 , 000 2032 308 , 000
( c) The other of the 2023 Bonds (the " 2023B Bond ") will be designated
" Limited Obligation Bond, Series 2023B . " The 2023B Bond will be (1) in the principal
amount of $ 9 , 218, 000 , (ii) numbered R134 for identification , (iii) payable as to
interest semiannually until payment on each Payment Date at the 2023B Interest
Rate , and (iv) payable as to principal on February 1 in installments in years and
amounts as follows ;
Installment Date Principal Installment Date Principal
,(February 111 Amount �$1 (Februaryl ) Amoun.�l
2025 504, 000 2035 502 , 000
2026 503 , 000 2036 5021000
2027 503 , 000 2037 502 , 000
2028 503 ) 000 2038 502 , 000
2029 503 , 000 2039 502 , 000
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2030 503 , 000 2040 421 , 000
2031 502 , 000 2041 420 , 000
2032 502 , 000 2042 420 , 000
2033 502 , 000 2043 420 , 000
2034 502 , 000
( d) Exhibit D shows a schedule of payments due on the 2023 Bonds with
respect to each Payment Date . Upon any change to the 2023A Interest Rate or the
2023B 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 . Rate Changes upon 'taxability. Upon any Determination of
Taxability or Event of Taxability, ( a) the principal of the 2023 Bonds will remain
ided in Section 1 . 04 , but (b) the unpaid
payable on dates and in amounts as prov
principal of the 2023 Bonds will, from and after the Date of Taxability, bear interest
at the rate that will provide to each affected Bondholder the effective yield which it
would have received if there had not been a Determination of Taxability or an Event
of Taxability (the "Alternative Rate of Interest" ) , payable from and after the Date of
Taxability. If a Determination of Taxability or Event of Taxability only applies to the
2023A or the 2023B Bond, then only the affected 2023 Bond will be subject to the
Alternative Rate of Interest.
The County shall also pay to each affected Bondholder, upon the Bondholder ' s
demand, (1) the difference between interest paid and interest that would have been
due at the Alternative Rate of Interest for all Payment Dates from the Date of
Taxability to the demand date, and (ii) all amounts which may be necessary to
reimburse the Bondholder for any interest, penalties or other charges assessed by
the United States Internal Revenue Service or the North Carolina Department of
Revenue against the Bondholder by reason of the Bondholder ' s failure to include the
interest paid by the County on the 2023 Bonds in its gross income for income tax
purposes . The County shall pay to each affected Bondholder interest calculated at
the Alternative Rate of Interest notwithstanding any transfer by the Bondholder or
payment or prepayment by the County prior to the Determination of Taxability.
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As appropriate , each affected Bondholder shall promptly prepare a substitute
Exhibit D reflecting the AIternative Rate of Interest, as calculated by the Bondholder,
and the 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 2023
Bonds, the Deed of Trust or the Trust Agreement is continuing, the 2023 Bonds will
bear interest (but only during the pendency of the default) at the Default Rate . If a
default only applies to the 2023A or the 2023B Bond, then only the affected 2023
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 2023 Bonds are subject
to redemption as described in Section 2 . 01 .
Section 1 . 08 . Delivery of 2023 Bonds . The Trustee will authenticate and
deliver the 2023 Bonds when it has received the following items ;
(a) Certified copies of County Board resolutions (i) approving the terms
and conditions under which the 2023 Bonds are to be executed and delivered and
(ii) authorizing the execution, delivery and issuance of the 2023 Bonds , this
Supplemental Agreement, and Deed of Trust Supplement ## 1 (as described in Exhibit
B )
(b ) Evidence satisfactory to the Trustee that the LGC has approved the
issuance of the 2023 Bonds
( c) An executed copy of this Supplemental Agreement
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( d) An executed copy of Deed of Trust Supplement # 1 , 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 2023 Bonds, as contemplated by Section 1 . 06 ( iv) of the Prior
Agreement
( e ) An Opinion of Bond Counsel to the effect that the execution and
delivery of the 2023 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 to authenticate and then
deliver the 2023 Bonds to the person or persons named therein upon payment to
the Trustee of a specified sum
(g) A County Certificate directing the Trustee as to the application of the
proceeds from the sale of the 2023 Bonds
(h) 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 2023 Bonds, and
including the instrument referenced in ( d) above as an insured instrument
Section 1 . 09 . Limited Obligation . The 2023 Bonds are limited obligations
of the County, as provided and described in Section 4 . 05 of the Prior Agreement,
ARTICLE II
REDEMPTION
Section 2 . 01 . Redemption Dates and Prices . ( a) Principal of the 2023
Bonds is subject to redemption and prepayment prior to the scheduled Payment
Dates only under the terms of this Article .
(b) 2023A Bond - The County may prepay the principal of the 2023A
Bond in whole or in part at any time, at the County' s option, upon payment of (1) the
principal amount to be prepaid, plus (ii) interest accrued to the prepayment date ,
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plus (ill) a prepayment premium equal to the greater of 1 % of the amount prepaid
or a " Break Funding Fee " in an amount computed as follows :
The " Current Rate " shall be subtracted from the " Original Rate . " If the result is zero
or a negative number, there is no Break Funding Fee . If the result is a positive
number, then the resulting percentage shall be multiplied by the amount being
prepaid times the " Remaining Term " divided by 360 days . That is , the " Break
Funding Fee " = [Principal Amount Being Prepaid x ( Original Rate - Current Rate) x
( Remaining Term / 360 days) ] plus accrued interest.
The registered owner of the 2023A Bond shall calculate the Break Funding Fee in
accordance with its customary practices , and the Bondholder' s calculation shall be
conclusive absent manifest error.
" Remaining Term " means the number of days from the calculation date to the final
Payment Date on the 2023A Bond . " Current Rate " means the " Treasury Constant
Maturities Rate, " as defined below, effective on the calculation date . " Original Rate "
means the Treasury Constant Maturities Rate effective on April 12 , 2023 .
" Federal Reserve Banking Day" means any day other than a Saturday or Sunday that
is neither a legal holiday nor a day on which Federal Reserve is authorized or
required by law, regulation or executive order to close .
" Treasury Constant Maturities Rate " means the bond equivalent yield for United
States Treasury securities (bills on a discounted basis shall be converted to bond
equivalent yield) with the maturity closest to the Remaining Term as published on
the Federal Reserve Board website ( currently: federalreserve . gov/ releases / h15 /) ,
or another recognized electronic source, two Federal Reserve Banking Days prior to
the determination date .
( c) 2023B Bond - - (1) The County may prepay the principal of the 2023B
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 ) For a prepayment made on or before June 30, 2030 , the County must
also pay a prepayment premium of 2 % of the principal amount to be prepaid . No
premium or penalty is payable for a redemption of the 2023B Bond made after June
30 , 2030 .
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( d) If the County redeems a portion of a 2023 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 the 2023 Bond
subject to the partial prepayment. All amounts prepaid will be applied first to any
prepayment premium due for that 2023 Bond on that prepayment date , then to
interest accrued to the prepayment date, and then to installments of principal in
inverse order of maturity,
Section 2 . 02 . Redemption Notices . ( a) The Trustee , at the County' s
direction , upon being satisfactorily indemnified by the County with respect to
ith at least two Business Days ' notice , will send notice of redemption
expenses and w
no less than 30 nor more than 60 days prior to the redemption date, to the
registered owner of the 2023 Bonds to be prepaid at the addresses as appear 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. - -
( 1 ) the Trustee ' s receipt on or prior to the redemption date of moneys
sufficient to pay the principal of and interest on the 2023 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 (1) does not receive
moneys sufficient to pay the principal of and interest on the 2023 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 ,
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( c) Each redemption notice must specify (i) the complete designation of
the 2023 Bond to be redeemed, (ii) the CUSIP numbers of the 2023 Bonds to be
redeemed, if any, [iii) the dated dates, maturity dates and interest rates of the 2023
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
2023 Bonds 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 2023 Bonds that 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 . 03 . 2023 Bonds 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
2023 Bonds called for redemption, the 2023 Bonds ( or portions of the 2023 Bonds)
called for redemption cease to accrue interest from and after the redemption date .
Thereafter, those 2023 Bonds , or portions called for redemption, ( a) are no longer
entitled to the benefits provided by the Trust Agreement and (b) are not deemed to
be Outstanding under the Trust Agreement,
ARTICLE III
DEPOSIT AND USE OF 2023 PROCEEDS ; OTHER FUNDS
Section 3 . 01 . Creation and Use of 2023 Project Fund . The Trustee will
establish a special fund designated as the " Orange County 2023 Project Fund . " The
Trustee will keep this Fund separate and apart from all other funds and moneys
held by it, and the Trustee will hold and administer this Fund as provided in this
Agreement. Moneys in the 2023 Project Fund will be expended only as described in
Sections 3 . 02 and 3 . 03 . The Trustee is not required to disburse any moneys from the
2023 Project Fund during the continuation of any Event of Default.
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Section 3 , 02 . Deposits to 2023 Project Fund % Payment of 2023 Project
Costs ,
( a) The Trustee will deposit into the 2023 Project Fund the amount
specified in the certificate referenced in Section 1 , 08 (g) and all other amounts paid
to it for deposit in the 2023 Project Fund . This certificate may also direct the Trustee
as to the further application of amounts in the 2023 Project Fund without any
requirement for additional direction or requisition .
(b ) In addition, the Trustee will disburse moneys in the 2023 Project Fund
from time to time, either to pay 2023 Project Costs directly to the County or the
person indicated in the requisition to pay 2023 Project Costs or to reimburse the
County for previous expenditures on 2023 Project Costs , upon the Trustee ' s receipt
of a requisition substantially in the form of Exhibit E . The County need not submit
any additional information other than the requisition , The Trustee may rely
conclusively on requisitions as authorization for payments, and the Trustee has no
duty or responsibility to verify any matters in the requisitions .
( c) Unless otherwise directed by the County, the Trustee will disburse
moneys from the 2023 Project Fund that are due to the County by wire transfer to
any bank account in the United States as a County Certificate may designate from
time to time . Any electronic notice to the Trustee is subject to the provisions of
Section 9 . 02 .
Section 3 . 03 , Transfer of Unexpended Proceeds . When the County
determines there are no more 2023 Project Costs to be paid from the 2023 Project
Fund, the County will send a County Certificate to that effect to the Trustee , The
Trustee will then withdraw all remaining moneys in the 2023 Project Fund and
deposit those moneys in a separate account within 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
2023 Bonds as the same becomes due .
Section 3 . 04 . Creation of Accounts in Payment Fund , (a) The Trustee shall
establish, in the 2021 Bond Payment Fund established under the Prior Agreement,
three special accounts to be designated as the " 2023 Interest Account, " the " 2023
Principal Account" and the " 2023 Redemption Account , " The Trustee shall keep
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these accounts separate and apart from all other funds and moneys held by it, and
must hold and administer the same as provided below. The Trustee must deposit in
the proper account in the Payment Fund all amounts paid to it for deposit in the
Payment Fund, including all amounts paid to it by the County for payments on
Bonds .
(b ) Not less than 15 days prior to each Payment Date for the 2023 Bonds,
the Trustee must determine the amounts on deposit and available to make the
payments due on that Payment Date with respect to the 2023 Bonds , whether in (1 )
the 2023 Interest Account or the 2023 Principal Account of the Payment Fund, or
(ii) any special trust fund established pursuant to Section 11 . 01 of the Prior
Agreement. The Trustee must notify the County of the available amounts not less
than 10 days prior to the applicable Payment Date . The County' s obligation to make
payments with respect to any Payment Date is reduced by the available amounts the
Trustee determines ,
( c) The Trustee must pay the principal of the 2023 Bonds from the 2023
Principal Account and the interest on the 2023 Bonds from the 2023 Interest
Account, as the same become due . On or before each Payment Date, the Trustee
must first determine if it has on hand amounts sufficient to pay the principal and
interest coming due on the Bonds on the Payment Date . Then, the Trustee must set
aside an amount sufficient to pay the interest on the Bonds becoming due and
payable on that Payment Date, and then an amount sufficient to pay the principal on
the Bonds becoming due and payable on that Payment Date . The Trustee must then
transfer on the Payment Date the amounts due to the registered owner of the Bonds .
( d) If the amount on deposit in the 2023 Principal Account or the 2023
Interest Account is insufficient for its purposes two Business Days before any
Payment Date , the Trustee must notify the County of the amount of the insufficiency .
The Trustee must then transfer the required amounts to those Accounts from any
amounts as may be available in the 2023 Redemption Account .
If the amount on deposit in the 2023 Interest Account on any Payment Date
exceeds the amount payable on account of interest on the 2023 Bonds on that date,
the Trustee must, as directed by a County Certificate , retain the excess in the 2023
Interest Account or transfer the excess to the 2023 Principal Account to be credited
against subsequent required deposits to the 2023 Principal Account. In the absence
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of any direction from the County, the Trustee will retain the excess in the 2023
Interest Account,
If the amount on deposit in the 2023 Principal Account on any September 1
exceeds the amount required on that date to pay principal of 2023 Bonds coming
due on that date, then the Trustee must, as directed by a County Certificate , retain
the excess in the 2023 Principal Account or transfer the excess to the 2023 Interest
Account to be credited against subsequent required deposits to the 2023 Interest
Account. In the absence of any direction from the County, the Trustee will transfer
the excess to the 2023 Interest Account.
(e) The Trustee must deposit in the 2023 Redemption Account all amounts
paid to it for deposit in that Account, and must use those amounts within 12 months
of their deposit to pay 2023 Bonds called for redemption on their redemption dates .
The Trustee must transfer any amounts not so used within 12 months of their
deposit in the 2023 Redemption Account to the 2023 Interest Account for use on the
next Payment Date to pay interest on the 2023 Bonds , and pending that use or in the
absence of direction must invest those funds in Legal Investments having a yield not
in excess of the " Restricted Yield, " as defined in Section 3 . 06 ,
Subject to retaining moneys necessary to pay 2023 Bonds that have been
called for redemption but not yet presented for payment, the Trustee must use
amounts in the 2023 Redemption Account as directed by a County Certificate to
make transfers to the 2023 Interest Account or the 2023 Principal Account to the
extent the balances in those Accounts may be insufficient ,
(f) The Trustee must apply Net Proceeds deposited in the Redemption
Account pursuant to Section 5 . 16 of the Prior Agreement to the redemption of
Bonds pursuant to Section 2 . 01 (a) of the Prior Agreement or Section 2 . 01 of this
Supplemental Agreement as directed by a County Representative ,
Section 3 . 05 . Use of Net Proceeds Fund from Prior Agreement. The
Trustee is to maintain and administer the Net Proceeds Fund established under the
Prior Agreement to the same effect and purpose as provided in the Prior Agreement
with respect to the 2023 Bonds as to the 2021 Bonds and all Bonds generally ,
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Section 3 . 06 . Restricted Yield Investment, Not later than June 1 , 2026 , . the
County shall ( a) invest any " Covered Proceeds, " as defined below, that the County
holds, and (b) direct the Trustee to invest any Covered Proceeds the Trustee holds,
in either case in Legal Investments at or below a " Restricted Yield, " as defined
below, as the County may specify from time to time . It is the County' s responsibility,
and not the Trustee ' s , to identify and maintain investments as required by this
Section ,
The " Covered Proceeds " are any amounts on deposit in any Fund or Account
under the Trust Agreement that represent proceeds of the 2023 Bonds , including
proceeds from the investment of the 2023 Bond proceeds or proceeds from the sale
or other disposition of property acquired or improved through the proceeds of the
2023 Bonds (including insurance proceeds) ,
A " Restricted Yield " means a "yield, " within the meaning of Treas . Regs . Secs .
1 . 10343 ( 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 3 . 8067 %, which is the "yield " on the
2023 Bonds .
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 210 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 as the Lender may reasonably
request to supplement or verify financial assumptions or to verify the County' s
creditworthiness . 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.
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Section 4 . 03 . No Advisory or Fiduciary Relationship . The County
acknowledges and agrees as follows ; (a) the Lender is acting solely as a principal for
the purchase of the 2023 Bonds, and not as a municipal advisor, financial advisor or
fiduciary to the County or any other person or entity regardless of whether the
Lender or an affiliate has or is currently acting as such on a separate transaction ; (b )
the Lender has not assumed any advisory or fiduciary responsibility to the County
with, respect to the transaction contemplated hereby and the discussions,
undertakings and procedures leading thereto ( irrespective of whether the Lender~ or
its affiliates have provided other services or are currently providing other services
to the County on other matters) ; (c) the Lender' s only obligations to the County with
respect to the transaction contemplated are as expressly set out in the financing
documents , and ( d) the County has consulted its own legal, accounting, tax, financial
and other advisors , as applicable, to the extent it has deemed appropriate .
Section 4. 04 . Additional Event of Default. Along with the Events of Default
specified in the Prior Agreement, it shall be an Event of Default if the County 0s
unenhanced general obligation bond rating is downgraded ( but not if ratings are
withdrawn , unless withdrawn forlspecific credit- related reasons) below (a) Baal by
Moody' s Investor ' s Service , Inc ., (b) BBB by S &P Global Ratings or ( c) BBB by Fitch
Ratings ,
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
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without such an acknowledgment. Any electronic communication to the Trustee is
subject to the provisions of Section 9 . 02 of the Prior 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
2023 LOBs Trust Agreement, Post Office Box 8181 , Hillsborough , NC 27278
if to the Trustee , to The Bank of New York Mellon Trust Company,
N .A . , Re : Notice for 2023 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 2023 Orange
County LOBs Financing, Longleaf Building, 3200 Atlantic Ave ., Raleigh, NC
27604
(iv) if to the Lender, to TD Bank, N .A . , Attn : Mason Hurley, Re : 2023
Orange County financing, 11. 325 N Community House Rd . , Charlotte , NC
28227 .
( 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 . Any party sending a communication
under this Supplemental Agreement that relates to amendments or defaults must
also send a copy to the LGC .
( f) 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
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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 . 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 . 03 . 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 2023 Bonds gives any person other than the
Trustee , the County and the Owners any right, remedy or claim under or with
respect to this Supplemental Agreement ,
Section 5 , 04 , 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 , 05 , 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 . 06 . 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 2023 Bonds except to (1) 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 (1) (in either case , an "Affiliate " ) ,
provided that the Affiliate agrees to transfer the 2023 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 (ill ) any other entity approved by the LGC . In connection with any
such transfer, the transferring owner must notify the Trustee that the transfer is
permitted pursuant to this Section 5 . 06 . The Trustee shall be fully protected in
relying on such notification .
(b ) In connection with any proposed transfer of the 2023 Bonds, the County
shall provide or cause to be provided to the Trustee all information necessary to
17
allow the Trustee to comply with any applicable tax reporting obligations , including
without limitation any cost basis reporting obligations under Code Section 604S .
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 . 07 . Definitions ; Rules of Interpretation . Unless the context
therwise , capitalized terms used as defined terms in this
clearly requires o
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 Prior Agreement,
[The remainder of this page has been left blank intentionally.]
18
11I 1 '111 ,5, ' W11El� tr7 the parties have caused this First Supplemeri 11
Trust Agreement to lie e recur ed in their Cerpar ' atc names by thc111 • duty lUthollyed
fftk (TS , gill as 01: JL] ne 13 , 2023 .
w � �.jttl ��
( SEAL ) fir
x
{ 17 ORANGE COUNTY ,
NORTH CAROLINA
Laurc Jensen Bonuie B , iammerslcy
9
clerk, Hoard of C0111111iss iQ11et, s County Managei
The Bank of New York
Mello In Trust Company , N . A . ,
as Trusuee
W
r
Printed name : Shanna Cooke
Vice President
c :
[ hirst: Supplemental Trust Agreement dated as of June 13 , 2023 ]
i9
Exhibit A - list of Dr lojects to be financed with estimated amounts
Project Est. Amount ($ )
School Projects ( Combined for both
Orange County and Chapel Hill - 81271 , 640
Carrboro Schools)
County Vehicles 1 , 742 , 927
Roofing and Facade Projects 8081502
HVAC Projects 1 , 084, 341
County IT Projects 897 , 070
Remediation for emergency Services
Warehouse [ 510 Meadowlands] 25 % 450
County Communications System / Radio 5561447
Upgrades
Facility Accessibility, Safety and Security
Improvements 331 , 215
Emergency Services Renewals and 110 , 997
Replacements
Project total 14 ^ 2 , 589
The County will also use additional loan proceeds , in the estimated amount of
$ 235 , 000 , to pay financing costs .
The amounts stated above are estimates only. The County may use any
portion of the 2023 Bonds proceeds for any of the 2023 Project Costs , subject to the
County' s obligation to undertake and complete those components of the project
20
related to the " Mortgaged Property, " as defined in the Deed of Trust, and the
limitation on the use of funds only for 2023 Project Costs .
Components of the 2023 Project related to the Mortgaged Property include
the following .
« Whitted Building - roofing, building facade and mechanical
• Blackwood Farm Park - infrastructure, repairs to Farmstead and new
amphitheater
• Orange High School athletic facilities , classroom improvements ,
geothermal
i
« Orange Middle - classroom improvement, kitchen improvements ,
fire / safety upgrades
• Pathways Elementary - fire / safety upgrades, paving and parking lot,
District security initiatives
• Hillsborough Elementary - District security initiatives
• New Hope Elementary fire / safety upgrades
• Ephesus Elementary - Air chiller replacement, security upgrades
21
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 .
" 2023 Bonds " means the County' s Limited Obligation Bonds , Series 2023 ,
originally issued pursuant to the Prior Agreement and this Supplemental Agreement
as (a) a $ 5 , 080 , 000 Limited Obligation Bond, Series 2023A, and (b) a $ 9 , 218 , 000
Limited Obligation Bond, Series 2023B .
" 2023A Interest Rate " means an annual interest rate equal to 3 . 73 %, but
means the Alternative Rate of Interest under the conditions described in Section
1 . 05 and during the continuation an Event of Default, " 2023A Interest Rate " means
the Default Rate .
" 2023B Interest Rate " means an annual interest rate equal to 3 . 83 % , but
means the Alternative Rate of Interest under the conditions described in Section
LOS and during the continuation an Event of Default, " 2023B Interest Rate " means
the Default Rate .
" 2023 Project" means the following :
( a) carrying out the planned acquisitions and improvements
referenced in the Introduction to this Supplemental Agreement and specified
in Exhibit A;
(b) carrying out any additional public acquisitions and
improvements as the County may designate to the Trustee in a City
Certificate , subject to the restrictions in Exhibit As and
( c) paying Financing Costs related to the 2023 Bonds .
" 2023 Project Costs " means " Project Costs , " as defined in the Prior
Agreement, related to the 2023 Project .
" 2023 Project Fund " means the 2023 Orange County Project Fund established
pursuant to Section 3 . 01 .
" Date of Taxability" means the first date upon which interest on a 2023 Bond
paid by the County is included in a Bondholder ' s gross income for federal income tax
purposes as a result of an Event of Taxability or a Determination of Taxability.
22
" Deed of Trust" means the Prior Deed of Trust as modified by the " Deed of
Trust Supplement # 1 " dated as of June 13 , 2023 , also granted by the County for the
Trustee ' s benefit ,
" Default Rate , " for any 2023 Bond, means an annual interest rate equal to the
lesser of (a) then - current annual interest rate on that 2023 Bond plus 4 . 00 % (400
basis points) and (b) the maximum lawful rate .
" Determination of Taxability" means a determination that interest on a 2023
Bond paid by the County is included in gross income of a Bondholder for federal
income tax purposes, which determination shall be deemed to have been made upon
the first to occur of the following : (a) the date on which the Bondholder is advised in
writing by the Commissioner or any District Director of the Internal Revenue Service
that, as a consequence of an action, or failure to act, by the County, the interest is
included in the Bondholder' s gross income for federal income tax purposes ; (b) the
date on which the County receives notice from a Bondholder that the Bondholder has
been advised (i) in writing by the Internal Revenue Service that the Service has issued
a statutory notice of deficiency or similar notice to the Bondholder which asserts, in
effect, that interest is included in the Bondholder' s gross income for federal income tax
purposes , as a result of an action, or failure to act, by the County, or (ii) by an opinion
of counsel received by the Bondholder which concludes, in effect, that interest is
included in the Bondholder' s gross income for federal income tax purposes as a result
of an action, or failure to act, by the County; ( c) the day on which the County is advised
in writing by the Commissioner or any District Director of the Internal Revenue
Service that there has been issued a public or private ruling of the Internal Revenue
Service that the interest is included in the Bondholder' s gross income for federal
income tax purposes as a result of an action, or failure to act, by the County; or (d) the
day on which the County is advised in writing by counsel to the Bondholder that a final
determination, from which no further right of appeal exists, has been made by a court
of competent jurisdiction in the United States of America in a proceeding with respect
to which the County has been given written notice and an opportunity to participate
and defend that the interest is included in the Bondholder' s gross income for federal
income tax purposes , as a result of an action, or failure to act, by the County.
" Event of Taxability" means any event, occurrence or situation, resulting from
an action , or failure to act, by the County, the effect of which is to cause interest on the
Bonds paid by the County to be includible in a Bondholder' s gross income for federal
income tax purposes .
23
" Lender" means TD Bank, N . A ., as the initial purchaser of all the 2023 Bonds ,
together with all successors and assigns that may be the registered owner of all the
2023 Bonds . If at any time there is more than one owner of the 2023 Bonds , then
" Lender" means the Owners of at least a majority in principal amount of the 2023
Bonds then Outstanding .
" Payment Date " with respect to the 2023 Bonds means each February 1 and
August 1 , beginning February 1 , 2024 .
" Prior Agreement" means the Trust Agreement dated as of June 1 , 2021 ,
between the County and The Bank of New York Mellon Trust Company, N .A . , as
trustee .
" Prior Deed of Trust" means the Deed of Trust and Security Agreement dated
as of June 1 , 2021 , from the County to a Deed of Trust Trustee for the County' s
benefit.
" Supplemental Agreement" means this First Supplemental Trust Agreement,
as it may be properly amended or supplemented from time to time .
" 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 First Supplemental Trust Agreement
and not otherwise defined have the meanings ascribed thereto in the Prior
Agreement .
24
Exhibit C - Form of 2023 Bonds
Registered Bond Number RA.4 / RB4
LIMITED OBLIGATION BOND , SERIES 2023A / 2023B
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
TD Bank, N .A .
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 I .
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 , 2024 subject to prepayment and adjustment as
described below ,
interest is payable ( a) from June 13 , 2023 ) if this Bond is authenticated prior
to February 1 , 2024, 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.
25
Upon any " Determination of Taxability " or " Event of Taxability, " as defined
below, ( a) the principal of the this Bond will remain payable on dates and in
amounts as provided in Schedule I , but ( b ) the unpaid principal of this Bond will,
from and after the " Date of Taxability, " as defined below, bear interest at the rate
that will provide to each affected Bondholder the effective yield which it would have
received if there had not been a Determination of Taxability or an Event of
Taxability ( the "Alternative Rate of Interest" ) , payable from and after the Date of
Taxability,
The County shall also pay to each affected Bondholder, upon the Bondholder' s
demand , ( i ) the difference between interest paid and interest that would have been
due at the Alternative Rate of Interest for all Payment Dates from the Date of
Taxability to the demand date , and (h) all amounts which may be necessary to
reimburse the ' Bondholder for any interest, penalties or other charges assessed by
the United States Internal Revenue Service or the North Carolina Department of
Revenue against the Bondholder by reason of the Bondholder' s failure to include the
interest paid by the County on the this Bond in its grass income for income tax
purposes . The County shall pay to each affected Bondholder interest calculated at
the Alternative Rate of Interest notwithstanding any transfer by the Bondholder or
payment or prepayment by the County prior to the Determination of Taxability.
As appropriate, each affected Bondholder shall promptly prepare a substitute
Schedule I reflecting the Alternative Rate of Interest, as calculated by the
Bondholder, and the resulting payment schedule, and deliver a copy of the new
schedule to the County, the Trustee and to the North Carolina Local Government
Commission (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 .
" Determination of Taxability" means a determination that interest on this Bond
paid by the County is included in gross income of a Bondholder for federal income tax
purposes, which determination shall be deemed to have been made upon the first to
occur of the following : (a) the date on which the Bondholder is advised in writing by
the Commissioner or any District Director of the Internal Revenue Service that, as a
consequence of an action, or failure to act, by the County, the interest is included in the
Bondholder' s gross income for federal income tax purposes ; (b ) the date on which the
County receives notice from a Bondholder that the Bondholder has been advised (i) in
writing by the Internal Revenue Service that the Service has issued a statutory notice
of deficiency or similar notice to the Bondholder which asserts, in effect, that interest
26
is included in the Bondholder' s gross income for federal income tax purposes, as a
result of an action, or failure to act, by the County, or (ii) by an opinion of counsel
received by the Bondholder which concludes, in effect, that interest is included in the
Bondholder' s gross income for federal income tax purposes as a result of an action, or
failure to act, by the County; ( c) the day on which the County is advised in writing by
the Commissioner or any District Director of the Internal Revenue Service that there
has been issued a public or private ruling of the Internal Revenue Service that the
interest is included in the Bondholder' s gross income for federal income tax purposes
as a result of an action, or failure to act, by the County; or ( d) the day on which the
County is advised in writing by counsel to the Bondholder that a final determination,
from which no further right of appeal exists, has been made by a court of competent
jurisdiction in the United States of America in a proceeding with respect to which the
County has been given written notice and an opportunity to participate and defend
that the interest is included in the Bondholder ' s gross income for federal income tax
purposes , as a result of an action, or failure to act, by the County.
" Event of Taxability" means any event, occurrence or situation, resulting from
an action, or failure to act, by the County, the effect of which is to cause interest on the
Bonds paid by the County to be includible in a Bondholder' s gross income for federal
income tax purposes .
" Date of Taxability" means the first date upon which interest on this Bond paid
by the County is included in a Bondholder' s gross income for federal income tax
purposes as a result of an Event of Taxability or a Determination of Taxability.
This Bond constitutes the entire issue of [$ ] Limited Obligation
Bonds , Series 2023A/ 2023B (the " Bond " ) , issued under, and secured by, a Trust
Agreement dated as of June 1 , 2021 , between the County and The Bank of New York
Mellon Trust Company , N . A . , as trustee (the " Trustee " ) , as supplemented by a First
Supplemental Trust Agreement between the County and the Trustee and dated as of
June 13 , 2023 (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
27
as described in the Trust Agreement to secure payment of the Bond , Neither the
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 , 2021 , as supplemented by a Deed of Trust
Supplement # 1 dated as of June 13 , 2023 , delivered by the County for the Trustee ' s
benefit (as supplemented , the " Deed of Trust" ) ,
While any default by the County under this Bond , the Deed of Trust or the
Trust Agreement is continuing, this Bond will bear interest (but only during the
pendency of the default) at a " Default Rate " equal to an annual interest rate equal to
the lesser of (a) then - current annual interest rate on this Bond plus 4 . 00 % (400
basis points ) and (b) the maximum lawful rate .
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 ,
Prepayment provisions for 2D23A Bond - �
The County may prepay the principal of the 2023A Bond in whole or in part at
any time, at the County' s option , upon payment of (1) the principal amount to be
prepaid, (ii) plus interest accrued to the prepayment date, phis (iii) a prepayment
28
premium equal to the greater of 1 % of the amount prepaid or the " Break Funding
Fee " in an amount computed as follows ;
The " Current Rate " shall be subtracted from the " Original Rate . " If the result is zero
or a negative number, there is no Break Funding Fee . If the result is a positive
number, then the resulting percentage shall be multiplied by the amount being
prepaid times the " Remaining Term " divided by 360 . That is , the " Break Funding
Fee " [Principal Amount Being Prepaid x ( Original Rate - Current Rate ) x
(Remaining Term / 360 days ) ] plus accrued interest,
The registered owner of this Bond shall calculate the Break Funding Fee in
accordance with its customary practices , and the Bondholder ' s calculation shall be
conclusive absent manifest error .
" Remaining Term " means the number of days from the calculation date to the final
Payment Date on the 2023A Bond . " Current Rate " means the "Treasury Constant
Maturities Rate , " as defined below, effective on the calculation date . " Original Rate "
means the Treasury Constant Maturities Rate effective on April 12 , 2023 .
" Federal Reserve Banking Day" means any day other than a Saturday or Sunday that
is neither a legal holiday nor a day on which Federal Reserve is authorized or
required by law, regulation or executive order to close .
" Treasury Constant Maturities Rate " means the bond equivalent yield for United
States Treasury securities (bills on a discounted basis shall be converted to bond
equivalent yield ) with the maturity closest to the Remaining Term as published on
the Federal Reserve Board website ( currently : federalreserve . gov/ releases / hlS /) ,
or another recognized electronic source, two Federal Reserve Banking Days prior to
the determination date ,
Prepayment provisionsfor .2023B Bond The County may prepay the principal of this 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 . For a prepayment made on or before
June 30 , 2030 , the County must also pay a prepayment premium of 2 % of the
principal amount to be prepaid . No premium or penalty is payable for a prepayment
made after June 30 , 2030 .
29
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 . All amounts prepaid will be
applied first to any prepayment premium due for the Bond on that prepayment date ,
then to interest accrued to the prepayment date, and then to principal in inverse
order of the maturity dates . No partial prepayment postpones the due dates of, or
relieves the amounts of, any scheduled installment payments otherwise due .
The Trustee will send redemption notice to the Bondholder, at its address as
it appears on the register kept by the Trustee as provided 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
ided by the Trust Agreement, and will not be deemed to be
benefits prov
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 .
30
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
LGC In connection with any transfer, the transferring owner must notify the Trustee
that the transfer is permitted under the Trust Agreement. The Trustee shall be fully
a
protected in relying on such notification ,
may deem and treat the person in whose name
The County and the Trustee
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 1Sth 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 deliver of this Bond have happened, exist and have been
performed .
y pp
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 .
31
IN WITNESS WHEREOF, the County has caused this instrument to be signed,
sealed and delivered by duly authorized officers, all as of June 13 , 2023 ,
(SEAL ) ORANGE COUNTY
ATTEST : NORTH CAROLINA
By :
Laura Jensen Bonnie B . Hammersley
Clerk, Board of Commissioners County Manager
[ Orange County, North Carolina
[$ ) Limited Obligation Bond, Series 2023A/ 2023B ]
[Schedule I - Payment Schedule to be attached]
32
i
i
This Bond has been approved under the
provisions of Section 160A- 20 and Article
8 , 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]
i
CERTIFICATE OF AUTHENTICATION
i
This Bond is the 2023A/ 2023B Bond referred to in the First Supplemental
Trust Agreement dated as of June 2023 , 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 2023A/ 2023B]
33
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.
[Schedule 1 , payment schedule , to come]
34
EXHIBIT D - Schedule of Payments on 2023 Bonds
Principal is payable in the amounts and on the dates as shown below, subject
to redemption of the 2023B Bond as provided in this Supplemental Agreement .
Interest is payable on the dates shown below.
The 2023 Bonds will bear interest from the Closing Date until paid . Interest is
calculated at the annual rate of 3 , 73 % on the 2023A Bond and 3 . 83 % on the 2023B
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 2023 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 Prior 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 25th
day of the month preceding the Payment Date ,
Total
Date Principal Interest - Principal - Interest - Payment
- 2023A 2023A 2023B 2023B
2/ 1./ 2024 120 , 006453 223 , 597 . 96 343 , 604A9
8/ 1/ 2024 94 , 742 . 00 176 , 524470 271 , 266 . 70
2/ 1/ 2025 687 , 000 94 , 742000 504 , 000 176 , 524 . 70 1. , 462 , 266 . 70
8/ 1/ 2025 81 , 929045 166 , 873 . 10 248 , 802455
2/ 1/ 2026 704 , 000 81 , 929 . 45 503 , 000 166 , 873010 1 , 455 , 802 . 55
8/ 1/ 2026 68 , 799 . 85 1577240465 226 , 040 . 50
2/ 1/ 2027 721 , 000 68 , 799 . 85 503 , 000 157 , 240 . 65 1 , 450 , 040 . 50
35
8/ 1/ 2027 55 , 353 . 20 147 , 608 . 20 202 , 961 . 40
2/ 1/ 2028 739 , 000 55 ,353 * 20 503 , 000 147 , 608 , 20 1 , 444 , 961 . 40
8/ 1/ 2028 41 , 570 , 85 137 , 975 . 75 179 , 546 . 60
2/ 1/ 2029 759 , 000 41 , 570 . 85 503 , 000 137 , 975 . 75 1 , 441 , 546 . 60
8/ 1/ 2029 27 , 415 . 50 128 , 343 . 30 155 , 758 . 80
2/ 1/ 2030 575 , 000 27 , 415 . 50 5031000 1287343 . 30 1 , 233 , 758 . 80
8/ 1/ 2030 16 , 691475 118 , 710 * 85 135 , 402 . 60
2/ l/ 2031 587 , 000 16 , 691475 502 , 000 118 , 710 * 85 1 , 224 , 402M
8/ 1/ 2031 51744 , 20 109 , 097 . 55 114 , 841 , 75
2/ 1/ 2032 308 , 000 5 , 744 . 20 502 , 000 109 , 097 . 55 924 , 841 , 75
8/ 1/ 2032 99 , 484 . 25 99 , 484 * 25
2/ 1/2033 502 , 000 99 , 484 . 25 601 , 484 . 25
8/ 1/ 2033 89 , 870 . 95 89 , 870 . 95
2/ 1/2034 5027000 89 , 870 . 95 591 , 870 . 95
8/ 1/ 2034 80 , 257 * 65 80p257a65
2/ 1/ 2035 502 , 000 80y257v65 582 , 257 . 65
8/ 1/ 2035 70 , 644 * 35 70 , 644 . 35
2/ 1/ 2036 502 , 000 70y644w35 572 , 644 . 35
8/ 1/ 2036 61 , 031 . 05 61 , 031 . 05
2/ 1/ 2037 502 , 000 61 , 031 . 05 563 , 031 . 05
36
8/ 1/ 2037 51 , 417 . 75 51 , 417475
2/ 1/ 2038 502 , 000 51 , 417 . 75 553 , 417 , 75
8/ 1/ 2038 41 , 804 . 45 411804A5
2/ 1/ 2039 502 , 000 41 , 804A5 543 , 804 , 45
8/ 1/ 2039 32 , 191 . 15 321191A5
2/ 1/ 2040 421 , 000 32 , 191 . 15 453 , 191915
8/ 1/ 2040 24 , 129 . 00 24 , 129 . 00
2/ 1/ 2041 420 , 000 24 , 129 . 00 444 , 129400
8/ 1/ 2041 167086000 16 , 086 * 00
2/ 1/ 2042 4201000 16 , 086 . 00 4361086M
8/ 1/ 2042 8 , 043 . 00 81043900
2/ 1/ 2043 420 , 000 81043 * 00 428 , 043400
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Exhibit E - Form of Requisition
[Date]
The Bank of New York Mellon Trust Company, N . A . , as Trustee
.Attention : Corporate Trust
Regarding : Requisition under 2023
Trust Agreement for Orange County, North Carolina
To the Trustee :
Pursuant to the terms and conditions of the above - referenced Trust
Agreement, the County authorizes and requests the disbursement of funds from the
" Orange County 2023 Project Fund " the " 2023 Project Fund ") established under
that Trust Agreement for the costs described below . Capitalized terms used in this
requisition and not otherwise defined have the meanings ascribed in the Trust
Agreement .
This is requisition number from the 2023 Project Fund ,
Total Amount for
Disbursement
Payee
Payee' s address or wiring
instructions
The County makes this requisition pursuant to the following representations .
1 . The County has appropriated in its current fiscal year funds sufficient to pay
the Bond Payments and estimated Additional Payments due in the current
fiscal year.
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2 . The purpose of this disbursement is for payment of 2023 Project Costs as
provided for in the Trust Agreement,
3 . The requested disbursement has not been subject to any previous requisition .
4 . No notice of any lien, right to lien or attachment upon , or claim affecting the
right to receive payment of, any of the moneys payable herein to any of the
persons, firms or corporations named herein has been received, or if any
notice of any such lien, attachment or claim has been received , such lien,
attachment or claim has been released or discharged or will be released or
discharged upon payment of this requisition ,
5 . This requisition contains no items representing payment on account of any
percentage entitled to be retained on the date of this requisition .
6 . No Event of Default is continuing, and no event or condition is existing which ,
with notice or lapse of time or both, would become an Event of Default .
7 . The County has insurance in place that complies with the insurance
requirements of the Trust Agreement,
8 . No portion of the amounts set forth in this requisition represents amounts
paid or payable as North Carolina state sales taxes .
ORANGE COUNTY,
NORTH CAROLINA
By , (Exhibit Form Only Do Not Sick
Title :
County Representative
1