HomeMy WebLinkAboutOTHER-2024-031-Trust Agreement Second 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
$ 111880P000
Limited Obligation Bonds
Series 2024
THIS SECOND SUPPLEMENTAL TRUST AGREEMENT is dated as of June 1 ,
2024 (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
ille, Florida ) as trustee (the " Trustee ") , and
association having an office in Jacksonv
relates to the issuance of $ 11 , 880 , 000 Limited Obligation Bonds, Series 2024 (the
" 2024 Bonds " ) ,
Introduction
The County and the Trustee executed and delivered a Trust Agreement dated
as of June 1 , 2021 (the " 2021 Agreement" ) , The 2021 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 from time to time .
The 2021 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
ide for the issuance of the 2024 Bonds as additional bonds under
Agreement to prov
the 2021 Agreement.
The County is issuing the 2024 Bonds to provide funds to be used , together
with other available funds, on a project (the " 2024 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 2024 Bonds represents an " installment contract" within the
meaning of Section 160A- 20 of the North Carolina General Statutes ( " Section 160A-
20 " ) , 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.
NOW, THEREFORE , in consideration of the covenants contained in this
Supplemental Agreement, the parties agree as follows :
ARTICLE I
THE 2024 BONDS
Section 1 . 01 . Provision for 2024 Bonds ; Advance . (a) The County will
issue, and the Trustee will authenticate and deliver, 2024 Bonds in an aggregate
principal amount of $ 11 , 880 , 000 , consisting of two separate series as follows :
* $ 9 , 800 , 000 Limited Obligation Bonds, Series 2024A (the " Series A
Bonds " ) # and
$ 2 , 080 , 000 Taxable Limited Obligation Bonds , Series 2024B ( the
" Series B Bonds " )
(b ) The County is receiving a total of $ 12 , 616 , 049 . 97 (the "Amount
Advanced ") from the sale of the 2024 Bonds . The County will use the Amount
Advanced as provided in this Supplemental Agreement to pay Project Costs ,
Section 1 . 02 . Bonds Constitute Installment Contracts . Each of the 2024
Bonds , together with the County' s corresponding obligations under the Trust
nstitutes a separate " installment contract"
Agreement and the Deed of Trust, co
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; 2024 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 2024 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 2024 Bonds to the
same extent as to all Prior Bonds .
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Section 1 , 04 . Form and Details ; Payments , The Series A Bonds will be
identification, will be designated " Limited Obligation
numbered RA - � upward for
Bonds, Series 2024A, and will be in substantially the form of Exhibit C, with any
changes as this Supplemental Agreement permits or requires , The Series B Bonds
will be numbered RB4 upward for identification , will be designated " Taxable
Limited obligation Bonds , Series 2024B , " and will be in substantially the same form
as the Series A Bonds . The 2024 Bonds will be issued as fully registered bonds
payable as to interest semiannually until payment on each Payment Date at the
following rates (calculated based on a 360 - day year consisting of twelve 30 - day
months ) , and payable as to principal on October 1 in the following years and
amounts :
Series A Bonds
Maturity Date Principal
Uctober 1 Amount ($ Rate o
2025 6501000 5 . 00
2026 * 230 ) 000 4 . 00
2026 * 425 , 000 5 . 00
2027 675 , 000 5 . 00
2028 690 ) 000 5 . 00
2029 705 , 000 5400
2030 725 , 000 5 . 00
2031 745 , 000 5 * 00
2032 630 , 000 5000
2033 360 , 000 5000
2034 360, 000 5 , p0
2035 360 , 000 5900
2036 360 , 000 5000
2037 355 , 000 5400
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2038 365 , 000 5 , 00
2039 360 , 000 5 , 00
2041 725 , 000 4 , 00
2044 1 , 080 , 000 4 , 00
* This is a bifurcated maturity.
Series B Bonds
Maturity Date Principal
( October j Amount ($)T Rate. .
2025 135 , 000 5 , 10
2026 140 , 000 5000
2027 140 , 000 4085
2028 140 , 000 4 . 70
2029 135 , 000 4 , 75
2030 140 , 000 4 . 80
2031 135 , 000 4 , 85
2032 140 , 000 4 , 90
2033 135 , 000 4 , 95
2035 280 000 5 , 05
2037 280 , 000 5 , 15
2039 280 , 000 5225
( d) Exhibit D shows a schedule of payments due on the 2024 Bonds with
respect to each Payment Date . Upon any redemption of any 2024 Bonds , the County
will recalculate the schedule of payments to reflect the redemption and will then
deliver a substitute Exhibit D to the Trustee reflecting the recalculated payment
schedule . The Trustee has no responsibility to confirm any recalculated payment
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schedule ,
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( e) The County shall pay or cause to be paid , when due, the principal of
(whether at maturity, by acceleration, by mandatory redemption as provided in
Section 2 . 05 or otherwise) , and interest on the 2024 Bonds at the places, on the
dates , and in the manner provided in this Supplemental Agreement, in the 2024
Bonds , and in the documentation securing the 2024 Bonds , all according to their
true intent and meaning, subject to the provisions described n Section 1 . 07 .
Section 1 . 05 . Redemption Dates and Prices . The 2024 Bonds are subject
to redemption as described in Section 2 , 01 .
Section 1 . 06 . Delivery of 2024 Bonds . The Trustee will authenticate and
deliver the 2024 Bonds when it has received the following items :
(a) Certified copies of County Board resolutions (1) approving the terms
and conditions under which the 2024 Bonds are to be executed and delivered and
(ii) authorizing the execution, delivery and issuance of the 2024 Bonds , this
Supplemental Agreement, and Deed of Trust Supplement # 2 ( as identified in Exhibit
B )
( b ) Evidence that the LGC has approved the issuance of the 2024 Bonds
( c) An executed copy of this Supplemental Agreement and a certified copy
of the 2021 Agreement
( d) An executed copy of Deed of Trust Supplement # 2 , 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 2024 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 2024 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 2024 Bonds to the person or persons named therein upon payment to
the Trustee of a specified sum
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(g) A County Certificate directing the Trustee as to the application of the
proceeds from the sale of the 2024 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 2024 Bonds , and
including the instrument referenced in ( d) above as an insured instrument
Section 1 . 07 . Limited Obligation . The 2024 Bonds are limited obligations
of the County, as provided and described in Section 4 . 05 of the 2021 Agreement,
ARTICLE II
REDEMPTION
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Section 2 . 01 . Redemption Dates and Prices . The 2024 Bonds are subject
to redemption only as provided in this Section .
o to t
a Optional Redem tton - The 2024 Bonds maturing on r after October 1
( ) p p g
2035 are subject to redemption at . the County' s option, in whole or in part on any
date on or after October 1 , 2034 , upon payment of the principal amount to be
redeemed plus interest accrued to the redemption date , without any prepayment
penalty or premium .
(b) Mandatory Sinking Fund Redemption - ( 1) The Series A Bonds maturing
on October 1 , 2041 and October 1 , 2044 are required to be redeemed in part prior
to maturity pursuant to the terms of the sinking fund requirements of Section 2 . 05
at a redemption price equal to the principal amount to be redeemed plus interest
accrued to the redemption date , without any prepayment penalty or premium ,
The Series B Bonds maturing on October 1 , 2035 , October 1 , 2037 , and
October 1 , 2039 are required to be redeemed in part prior to maturity pursuant to
the terms of the sinking fund requirements of Section 2 . 05 at a redemption price
equal to the principal amount to be redeemed plus interest accrued to the
redemption date , without any prepayment penalty or premium .
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Section 2 . 02 . Selection of 2024 Bonds for Redemption ,
( a) If less than all the 2024 Bonds are to be redeemed pursuant to the
provisions of subsection 2 . 01 ( a) , they will be redeemed among series and maturities
in any manner the County chooses . The County is not required to redeem Series A
Bonds in preference to Series B Bonds, or vice versa, or to redeem 2024 Bonds in
any proportion .
(b) If less than all of the 2024 Bonds of any maturity are to be redeemed,
the Trustee must select the 2024 Bonds to be redeemed by lot; provided, however,
that so long as a boob- entry system with DTC is used for determining beneficial
if less than all of the 2024 Bonds within a
ownership of 2024 Bonds to be redeemed,
maturity are to be redeemed, the parties agree that DTC may determine which of the
2024 Bonds within the maturity are to be redeemed in accordance with DTC ' s then -
current rules and procedures .
( c) In any case, (1) the portion of any 2024 Bond to be redeemed must be
in the principal amount of $ 5 , 000 or some integral multiple thereof, and (ii ) in
selecting 2024 Bonds for redemption, each 2024 Bond will be considered as
representing that number of 2024 Bonds which is obtained by dividing the principal
amount of that 2024 Bond by $ 5 , 000 , If a portion of a 2024 Bond is called for
redemption, the County will prepare , and the Trustee will deliver, a new 2024 Bond
of the same series in principal amount equal to the unpaid portion to the registered
owner upon the surrender of the 2024 Bond ,
Section 2 . 03 . Redemption Notices . (a) The Trustee, at the County' s
direction , upon being satisfactorily indemnified with respect to expenses , and with
at least two Business Days ' notice , will send notice of redemption no Iess than 30
nor more than 60 days prior to the redemption date, as follows :
(1) With respect to any 2024 Bonds being called for redemption for which
DTC or its nominee is the registered owner, to DTC , in whatever manner may be
provided for under DTC ' s standard operating rules as then in effect (and if the
Trustee is unable to determine those rules , by registered or certified mail , return
receipt requested) ;
(ii) With respect to any 2024 Bonds for which no book- entry- only system
of registration is in effect, to each of the registered owners of those 2024 Bonds at
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their addresses as shown on the Trustee ' s registration books, by registered or
certified mail ; and
(iii) In any case, both (A) to the MSRB for posting on the EMMA System and
(B ) to the LGC ,
Notwithstanding anything to the contrary in this Supplemental Agreement,
the County acknowledges and agrees that the Trustee is not acting as the disclosure
or dissemination agent for purposes of Rule 15c2 - 12 in connection with any notice
to be posted with the MSRB via the EMMA System ,
Failure to give any notice specified in (i ) or ( ii) , as applicable, or any defect in
that notice, will not affect the validity of any proceedings for the redemption of any
' lure has occurred . Failure to give any notice
2024 Bonds with respect to which no fa
specified in (iii) , or any defect in that notice, will not affect the validity of any
proceedings for the redemption of any 2024 Bonds with respect to which the notice
specified in (1) or (ii) is correctly given . Any notice mailed as provided in this
Supplemental Agreement will conclusively be presumed to have been given
regardless of whether received by any Owner.
(b) Any redemption notice , except a notice given in respect of a mandatory
sinking fund redemption, may state that the redemption to be effected is
conditioned upon - �
(i the Trustee ' s receipt on or prior to the redemption date of moneys
� p 1' p Y
sufficient to pay the principal of and premium, if any, and interest on
the 2024 Bonds to be prepaid ; or
(ii ) any other condition not unacceptable to the Trustee .
If a notice contains a condition and the Trustee either (A) does not receive
moneys sufficient to pay the principal of and premium, if any, and interest on the
2024 Bonds on or prior to the redemption date , or ( B ) the stated condition is not
fulfilled, as evidenced to the Trustee by a County Certificate ,
in either case on or prior to the redemption date ,
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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 (1) the complete designation of
the 2024 Bonds to be redeemed, including the Series designation, ( ii) the CUSIP
numbers of the 2024 Bonds to be redeemed, (iii) the dated dates, maturity dates and
interest rates of the 2024 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 2024 Bonds or portions of Bonds 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 2024
Bonds 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 . 2024 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
2024 Bonds called for redemption, the 2024 Bonds ( or portions of 2024 Bonds)
called for redemption cease to accrue interest from and after the redemption date ,
Thereafter, those 2024 Bonds (a ) are no longer entitled to the benefits provided by
this Agreement and (b ) are not deemed to be Outstanding under this Agreement.
Section 2 . 05 . Mandatory Sinking Fund Redemption . ( a) Series A Bonds - -
The Trustee , from amounts received from or on behalf of the County, will redeem
Series A Bonds maturing on October 1 , 2041 on October 1 in years and amounts
upon payment of 100 % of the principal amount thereof plus interest accrued to the
redemption date, as follows ;
Year Amount ($ 1
2040 365 , 000
2041 * 360 , 000
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* Final maturity
In addition, the Trustee , from amounts received from or on behalf of the
County, will redeem Series A Bonds maturing on October 1 , 2044 on October 1 in
years and amounts upon payment of 100 % of the principal amount thereof plus
interest accrued to the redemption date, as follows :
Year Amount $ 1
2042 360 , 000
2043 360 , 000
2044 * 360 , 000
* Final maturity
(b ) Series B Bonds The Trustee , from amounts received from or on
behalf of the County, will redeem Series B Bonds maturing on October 1 , 2035 on
October 1 in years and amounts upon payment of 100 % of the principal amount
thereof plus interest accrued to the redemption date, as follows :
Year Amount ( $ 1
2034 1401000
2035 * 1407000
* Final maturity
In addition, the Trustee, from amounts received from or on behalf of the
County, will redeem Series B Bonds maturing on October 1 , 2037 on October 1 in
years and amounts upon payment of 100 % of the principal amount thereof plus
interest accrued to the redemption date , as follows :
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Year qAmount C$ 1
2036 140 , 000
2037 * 140 , 000
* Final maturity
In addition , the Trustee, from amounts received from or on behalf of the
County, will redeem Series B Bonds maturing on October 1 , 2039 on October 1 in
years and amounts upon payment of 100 % of the principal amount thereof plus
interest accrued to the redemption date, as follows :
Year Amount ( $ 1
2038 140 , 000
2039 * 140 , 000
* Final maturity
The Trustee shall take all appropriate action to withdraw funds from the Principal
Account and make timely payment to the Owners of the Term Bonds subject to
sinking fund redemption .
( c) Notwithstanding the foregoing, on or before the 70th day next
preceding any sinking fund payment date , the County may do either of the following :
(1) deliver to the Trustee for cancellation Term Bonds required to be
redeemed on that sinking fund payment date in any aggregate principal amount
desired , or
(ii ) instruct the Trustee to apply a credit against the County ' s sinking fund
payment obligation for any Term Bonds that previously have been redeemed ( other
than through the operation of the sinking fund requirements ) and canceled by the
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Trustee but not previously applied as a credit against any sinking fund payment
obligation .
The Trustee will credit against the County ' s sinking fund payment obligation on
each sinking fund payment date the amount of 2024 Bonds so purchased, delivered
or previously redeemed as described in paragraphs (1) or (ii) above .
(d) Within seven days of receipt of the funds , Term Bonds or instruction to
apply a credit (as described in subsection ( b ) above) , any amounts remaining in the
Principal Account in excess of the amount required to fulfill the remaining required
principal and sinking fund redemption obligations on the next sinking fund payment
date will , as specified in a County Certificate, either be (i ) transferred to the Interest
Account or (ii) used to redeem 2024 Bonds as soon as practicable . In the absence of
any written direction from the County, the Trustee will deposit those amounts to the
Interest Account,
ARTICLE III
DEPOSIT AND USE OF 2024 PROCEEDS ; OTHER. FUNDS
Section 3 , 01 , Creation and Use of 2024 Project Fund , The Trustee will
establish a special fund designated as the " Orange County 2024 Project Fund . " The
Trustee will keep this Fund separate and apart from all other funds and moneys
it, and the Trustee will hold and administer this Fund as provided in this
held by
Agreement. Moneys in the 2024 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
2024 Project Fund during the continuation of any Event of Default .
Section 3 , 02 , Deposits to 2024 Project Fund ; Payment of 2024 Project
Casts .
( a) The Trustee will deposit into the 2024 Project Fund the amount
specified in the certificate referenced in Section 1 . 06 (g) and all other amounts paid
to it for deposit in the 2024 Project Fund . The certificate referenced in Section
1 . 06 (g) may also direct the Trustee as to the further application of amounts in the
2024 Project: Fund without any requirement for additional direction or requisition .
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(b ) In addition, the Trustee will disburse moneys in the 2024 Project Fund
from time to time , either ( 1) to pay 2024 Project Costs directly to the County, or 11
to pay the person indicated in the requisition to pay 2024 Project Costs , or 111 to
reimburse the County for previous expenditures on 2024 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 2024 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 of the 2021 Agreement.
Section 3 . 03 . Transfer of Unexpended Proceeds . When the County
determines there are no more 2024 Project Costs to be paid from the 2024 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 2024 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 thetas to pay interest on the
2024 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 2021 Agreement,
three special accounts to be designated as the " 2024 Interest Account, " the " 2024
Principal Account" and the " 2024 Redemption Account. " The Trustee shall keep
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 2024 Bonds ,
the Trustee must determine the amounts on deposit and available to make the
payments due on that Payment Date with respect to the 2024 Bonds , whether in (1)
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the 2024 Interest Account or the 2024 Principal Account of the Payment Fund, or
( ii) any special trust fund established pursuant to Section 11 . 01 of the 2021
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 2024 Bonds from the 2024
Principal Account and the interest on the 2024 Bonds from the 2024 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 2024 Principal Account or the 2024
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 2024 Redemption Account .
If the amount on deposit in the 2024 Interest Account on any Payment Date
exceeds the amount payable on account of interest on the 2024 Bonds on that date,
the Trustee must, as directed by a County Certificate, retain the excess in the 2024
Interest Account or transfer the excess to the 2024 Principal Account to be credited
against subsequent required deposits to the 2024 Principal Account. In the absence
of any direction from the County, the Trustee will retain the excess in the 2024
Interest Account.
If the amount on deposit in the 2024 Principal Account on any October 1
exceeds the amount required on that date to pay principal of 2024 Bonds coming
due on that date , then the Trustee must, as directed by a County Certificate, retain
the excess in the 2024 Principal Account or transfer the excess to the 2024 Interest
Account to be credited against subsequent required deposits to the 2024 Interest
Account, In the absence of any direction from the County, the Trustee will transfer
the excess to the 2024 Interest Account.
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( e) The Trustee must deposit in the 2024 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 2024 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 2024 Redemption Account to the 2024 Interest Account for use on the
next Payment Date to pay interest on the 2024 Bonds, and pending that use or in the
absence of direction must invest those funds in Legal Investments identified in
Section 3 . 06 (b ) .
Subject to retaining moneys necessary to pay 2024 Bonds that have been
called for redemption but not yet presented for payment, the Trustee must use
amounts in the 2024 Redemption Account as directed by a County Certificate to
make transfers to the 2024 Interest Account or the 2024 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 2021 Agreement to the redemption of
Bonds pursuant to the Trust 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 2024 Bonds as to all Prior Bonds generally.
Section 3 . 06 . Restricted Yield Investment. Not later than June 1 , 2027 , 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 (i) Legal Investments providing a fixed yield at or below the " Restricted
Yield, " as defined below, (ii ) obligations described in Code Section 103 that are not
"private activity bonds " within the meaning of Code Section 141 , or (iii) any other
investment approved by a written opinion of Bond Counsel that is satisfactory to the
Trustee ;
in any case the County may specify from time to time . It is the County'
responsibility, and not the Trustee ' s, to identify and maintain investments as
required by this Section .
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The " Covered Proceeds " are any amounts on deposit in any Fund or Account
under the Trust Agreement that represent proceeds of the 2024 Bonds , including
proceeds from the investment of the 2024 Bond proceeds or proceeds from the sale
or other disposition of property acquired or improved through the proceeds of the
2024 Bonds (including insurance proceeds ) .
A " Restricted Yield " means a " yield, " within the meaning of Treas . Regs . Secs .
1 . 10343 ( c) , 43 ( d) , 1 . 148 � 9T ( a) , or any successor or other provision that may be
applicable, not in excess of the "yield " on the 2024 Bonds , which is approximately
equal to 3 . 4772 % .
ARTICLE IV
COUNTY' S UNDERTAKING FOR CONTINUING DISCLOSURE .
The County undertakes , for the benefit of the beneficial owners of the 2024
Bonds , to provide the following items and information to the MSRB .
(a) by not later than seven months from the end of each of the County ' s
Fiscal Years , beginning with the Fiscal Year that ends June 30 , 2024, audited County
financial statements for such fiscal year, if available , prepared in accordance with
Section 159 - 34 of the General Statutes of North Carolina, as it may be amended from
time to time, or any successor statute , or, if such audited financial statements are
not available by seven months from the end of any fiscal year, unaudited County
financial statements for such fiscal year, to be replaced subsequently by audited
County financial statements to be delivered within 15 days after such audited
financial statements become available for distribution ,
(b ) by not later than seven months from the end of each of the County' s
Fiscal Years , beginning with the Fiscal Year that ends June 30 , 2024, the financial
and statistical data as of a date not earlier than the end of the preceding fiscal year
(which data will be prepared at least annually, will specify the date as to which such
information was prepared and will be delivered with any subsequent material
events notices specified in subparagraph ( c) below) for the type of information
included in Appendix A to the final Official Statement relating to the 2024 Bonds
under the captions " THE COUNTY � DEBT INFORMATION " and " — TAX
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INFORMATION " ( excluding any information on overlapping or underlying debt) to
the extent such items are not included in the audited financial statements referred
to in (a) above ;
( c) in a timely manner, not in excess of ten business days after the
occurrence of the event, notice of any of the following events with respect to the
2024 Bonds :
( 1 ) principal and interest payment delinquencies ;
( 2 ) non - payment related defaults , if material ,
( 3 ) unscheduled draws on debt service reserves reflecting financial
difficulties ;
(4) unscheduled draws on any credit enhancements reflecting financial
difficulties ;
( 5 ) substitution of credit or liquidity providers , or their failure to perform ;
( 6 ) adverse tax opinions , the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701 - TEB ) or other material notices or determinations with respect to the tax
status of the 2024 Bonds, or other material events affecting the tax status of the
2024 Bonds ;
( 7 ) modifications to rights of the beneficial owners of the 2024 Bonds , if
material ;
( 8 ) calls for redemption of 2024 Bonds ( other than calls pursuant to
sinking fund redemption) , if material, and tender offers ;
( 9 ) defeasances ;
( 10 ) release , substitution or sale of any property securing repayment of the
2024 Bonds , if material ;
( 11 ) rating changes ;
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( 12 ) bankruptcy, insolvency, receivership or similar proceedings related to
the County, the Trustee or any other person or entity that may at any time become
legally obligated to make Bond Payments ( collectively, the " Obligated Persons " ) ,
( 13 ) The consummation of a merger, consolidation, or acquisition involving
an Obligated Person or the sale of all or substantially all of the assets of the
Obligated Person, other than in the ordinary course of business , the entry into a
definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions , other than pursuant to its terms, if material ,
( 14) Appointment of a successor or additional trustee or the change of name
of a trustee, if material ,
( 15 ) Incurrence of a financial obligation ( as defined below) of the County, if
material , or agreement to covenants , events of default, remedies , priority rights , or
other similar terms of a financial obligation of the County, any of which affect
Bondholders , if material ; and
( 16 ) Default, event of acceleration , termination event, modification of terms
or other similar events under the terms of a financial obligation of the County, any of
which reflect financial difficulties ; and
i'
c
( d) in a timely manner, not in excess of ten Business Days after the
occurrence of the failure , notice of a failure of the County to provide required annual
financial information described in (a) or (b) above on or before the date specified .
" Financial obligation " means ( a) a debt obligation , (b) a derivative instrument
entered into in connection with , or pledged as security or a source of payment for,
an existing or planned debt obligation , or ( c) a guarantee of an obligation described
in either clause (a) or (b ) . The term " financial obligation " shall not include municipal
securities as to which a final official statement has been provided to the MSRB
consistent with Rule 15c2 " 12 of the Securities and Exchange Commission
promulgated under the Securities Exchange Act of 1934, as amended .
As used above , the " final Official Statement" means the Official Statement
dated June 6 , 2024, that the County has approved and authorized for use in
connection with the offering and sale of the 2024 Bonds .
19
For the purposes of the events identified in subparagraph ( c) ( 12 ) above, the
event is considered to occur when any of the following occurs : the appointment of a
receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under
the U . S . Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the Obligated Person, or if such
jurisdiction has been assumed by leaving the existing governing body and officials
or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement or liquidation by a court or governmental authority
having supervision or jurisdiction over substantially all of the assets or business of
the Obligated Person .
If the County fails to comply with the undertaking described above , the
Trustee may take action to protect and enforce the rights of all the beneficial owners
of the 2024 Bonds with respect to such undertaking, including an action for specific
performance , provided, however, that failure to comply with such undertaking will
not be an Event of Default and will not result in any acceleration of payment of the
2024 Bonds . All actions will be instituted , had and maintained in the manner
provided in this paragraph for the benefit of all beneficial owners of the 2024 Bonds .
The County must provide the documents and other information referred to
above to the MSRB in an electronic format as prescribed by the MSRB and
accompanied by identifying information as prescribed by the MSRB .
The County may discharge its undertaking as set forth in this Section by
providing such information in any manner that the United States Securities and
Exchange Commission subsequently authorizes in lieu of the manner described
above .
The County reserves the right to modify from time to time the information to
be provided, or the presentation of the information to be provided, to the extent
necessary or appropriate in the County' s judgment, provided that :
(A) any such modification may only be made in connection with a change
in circumstances that arises from a change in legal requirements, change in law, or
change in the identity, nature, or status of the County;
20
i
( B ) the information to be provided , as modified , would have complied with
the requirements of Rule 15c242 as of the date of the final Official Statement, after
taking into account any amendments or interpretations of Rule 15c2 - 12 , as well as
any changes in circumstances ; and
( ) any C such modification does not materially impair the interests of the
beneficial owners , as determined by the Trustee , by Bond Counsel, or by the
approving vote of the Majority Owners pursuant to the terms of this Agreement, as
it may be amended from time to time, at the time of the amendment ,
Any annual financial information containing modified operating data or
financial information will explain , in narrative form , the reasons for the modification
and the impact of the change in the type of operating data or financial information
being provided .
The provisions of this Section will terminate upon payment, or provision
having been made for payment, in a manner consistent with Rule 15c242 , in full of
the principal of and interest on all the Bonds .
ARTICLE V
ADDITIONAL PROVISIONS
Section 5 , 01 . Notices .
(a) Any communication provided for in this Supplemental Agreement must
" Writing" includes electronic mail but does not
be in English and must be in writing.
include facsimile transmission .
(b ) For this Supplemental Agreement, any communication sent by
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 2021 Agreement.
21
( 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
2024 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 2024 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 2024 Orange
County LOBs Financing, Longleaf Building, 3200 Atlantic Ave ., Raleigh, NC
27604
( d) Any addressee (including the LGC) 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 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
or receipt of the notice will then not be a condition to the validity of any action taken
in reliance upon the waiver.
(g) Notwithstanding any contrary provision of the Trust Agreement, the
County agrees that it may not provide any notices or other communications to the
Trustee by facsimile transmission ,
Section 5 . 02 . Consent to Jurisdiction . The Trustee consents to jurisdiction
in the State of North Carolina for any lawsuit arising from this Supplemental
22
Agreement, or arising from any of the related transactions contemplated by this
Supplemental Agreement,
Section 5 . 03 . Binding Effects 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 2024 Bonds gives any person other than the
Trustee , the County and the Owners any right, remedy or claim Linder 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 , 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 2021 Agreement .
[The remainder of this page has been left blank intentionally.]
23
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Trust Agreement to be executed in their corporate names by their duly authorized
officers, all as of 1 , 2024 .
% £ err"#t
(SEAL )
ATTEST : ORANGE COUNTY,
NORTH CAROLINA
ti
r �1
By *
Y
Le Cuja Jensen Bonnie B . Hammersley
Clerk, Board of Commissioners County Manager
The Bank of New York
Mellon Trust Company, N .A . ,
as Trustee
By :
Printed name :
Title :
[Second Supplemental Trust Agreement dated as of June 1 , 2024]
24
N i ITlt) r' ', ' IV " ' OI; the I) a ) • ties haVCa CMtsed this Second Stipplei1.1011 t1
TRIst Agreement to be eXeUltecd in their t101 • l) Olcite 17annes by their duly a10101ired
officers , all as of' j;utac� , 20241
A : 41
FIN
it
[ ? Try1 � t : i : f `aj ` �, ORANGE COUNTY ,
?1! ! � J A
NORTH CAROLINA
rY 7r i4 + ,�fxrJ - -
t*':'ssexa
1,_ c By ,
�
Lc pia Jensen Bonme B . Hammersiey
Cleirk, Board of Commissioners County Manager
The Bank off' New oigvk
Mellon V11rus of ally, . A . ,
as Trustee
Xt
By
LONI
AN
PI Inted name .
VjCwF
'z' it1e ;
[ Second Supplemental Trust Agreement dated as of Julie 1 , 2, 02/1 ]
2)4
Exhibit A - list of pro )Iects to be financed with estimated. an
Project Est. Amount ($ )
Research Triangle Logistics Park $ 1 , 684, 707
Lake Orange Dam Rehabilitation 252 , 024
Neuse River Rules / Gravelly Hill Middle School 300 , 000
Solid Waste Equipment Replacement 574, 971
501 West Franklin improvements 21000 , 000
Whitted Stormwater Improvements 175 , 000
Bi - Directional Emergency Response K12 Coverage 1 , 344, 674
Assorted Vehicles 805 , 743
Deferred Maintenance - capital projects for Chapel 5 , 1181023
Hill - Carrboro City Schools
Project Totals $ 12 , 255 , 142
The County will also use financing proceeds, in the estimated amount of
$ 360 , 908 to pay financing costs .
The amounts stated above are estimates only . The County may use any
portion of the 2024 Bonds proceeds for any of the 2024 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 2024 Project Costs .
Components of the 2024 Project related to the Mortgaged Property include
the following :
• Whitted Building - stormwater improvements
• Culbreth Middle School compressor replacement, HVAC improvements
• Ephesus Elementary School - Playground equipment and upgrades,
cafeteria furniture
25
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 .
" 2024 Bonds " means the County' s Limited Obligation Bonds , Series 2024,
originally issued pursuant to this Supplemental Agreement as (a) $ 9 , 800 , 000
Limited Obligation Bonds , Series 2024A, and ( b) $ 2 , 080 , 000 Taxable Limited
Obligation Bonds, Series 2024B , The Series A Bonds and the Series B Bonds together
constitute all the 2024 Bonds .
" 2024 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 County
Certificate, sub ) ect to the restrictions in Exhibit A; and
( c) paying Financing Costs related to the 2024 Bonds ,
" 2024 Project Costs " means " Project Costs , " as defined in the Prior
Agreement, related to the 2024 Project .
" 2024 Project Fund " means the 2024 Orange County Project Fund established
pursuant to Section 3 . 01 .
" Deed of Trust" means the Prior Deed of Trust as modified by the " Deed of
Trust Supplement # 2 " dated as of June 1 , 2024, also granted by the County for the
Trustee ' s benefit.
" Mortgaged Property" has the meaning assigned to that term in the Deed of
Trust,
" Payment Date " with respect to the 2024 Bonds means each April 1 and
October 1 , beginning October 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
26
trustee , as supplemented by a First Supplemental Trust Agreement dated as of June
13 , 2023 , also between the County and the Trustee ,
" Prior Bonds " means the following bonds issued pursuant to the Prior
Agreement;
$ 12 , 585 , 000 original aggregate principal amount Limited Obligation Bonds,
Series 2021A and 2021E
$ 14, 298 , 000 original aggregate principal amount Limited Obligation Bonds ,
Series 2023A and 2023B
" 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, as supplemented by a Deed of Trust Supplement # 1 dated as of June 13 ,
20239
" School Board " means , notwithstanding any other provision of the Trust
Agreement and as the context may indicate, The Orange County Board of Education
or The Board of Education for the Chapel Hill - Carrboro City Schools .
" Supplemental Agreement" means this Second 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 Second Supplemental Trust
Agreement and not otherwise defined have the meanings ascribed thereto in the
Prior Agreement.
27
,t
Exhibit C - Form of Series A Bond
Number R wX
REGISTERED REGISTERED
ORANGE COUNTY, NORTH CAROLINA
.Limited Obligation Bond , Series 2024A
INTEREST RATE MATURITY DATE DATED DATE CUSIP
% October 1 , June , 2024 684566 XXX
REGISTERED OWNER , * * * * * CEDE & CO . * * * * *
PRINCIPAL AMOUNT : * * * * THOUSAND DOLLARS* * * *
000 ) * * *
ORANGE COUNTY, NORTH CAROLINA (the " County" ) , for value received ,
promises to pay, but solely From the sources and in the manner provided , to the
registered owner hereof, or registered assigns or legal representative , the principal
amount stated above on the maturity date stated above , and to pay interest on this
Bond semiannually on each April 1 and October 1 , beginning October 1 , 2024 , at the
annual rate stated above ,
Interest is payable ( a) from the Dated Date stated above , if this Bond is
authenticated prior to October 1 , 2024, or (b) otherwise from the April 1 or October
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) . Principal and interest
are payable in lawful money of the United States of America .
28
This Bond is one of an issue of $ 9 , 800 , 000 Limited Obligation Bonds , Series
2024A (the " Bonds ") , of like date and tenor, except as to number, denomination,
rate of interest, privilege of redemption and maturity. The Bonds are issued under,
and are equally and ratably secured by, a Trust Agreement dated as of June 1 , 2021
(the " Trust Agreement " ) , as supplemented, between the County and The Bank of
New York Mellon Trust Company, N .A . , as trustee (the " Trustee " ) ,
This Bond constitutes an installment contract within the meaning of Section
160A� 20 of the North Carolina General Statutes , as the same may be in effect from
time to time ( " Section 160A - 20 " ) , between the County and the owner (from time to
time ) of this Bond , The Bonds are 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 Bonds . Neither the County' s faith and
credit nor its taxing power is pledged to the payment of any amounts due under the
Bonds . As provided for under Section 160A � 20 , no deficiency judgment may be
rendered against the County in any action for breach of a contractual obligation
under the Bonds 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 , including the underlying 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 modified .
Reference is made to the Trust Agreement, the Deed of Trust referenced
above and all amendments and supplements 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 Bonds and the terms
upon which the Bonds are executed, delivered and secured, to all of which
provisions the owner of this Bond, by the acceptance of this Bond , agrees . Additional
Bonds secured by a parity interest in the property securing the Bonds have been
and may be issued under the terms and conditions set forth in the Trust Agreement .
29
The Bonds are issued by means of a book entry system , with one certificate
for each maturity immobilized at The Depository Trust Company, New York, New
York ( " DTC " ) , and not available for distribution to the public , Transfer of beneficial
ownership interests in the Bonds in the principal amount of $ 5 , 000 or any integral
multiple thereof will be effected on the records of DTC and its participants pursuant
to rules and procedures established by DTC and its participants . Principal and
interest on the Bonds are payable to DTC or its nominee as registered owner of the
Bonds . Neither the Trustee nor the County is responsible or liable for the transfer of
ownership or payments or for maintaining, supervising or reviewing the records
maintained by DTC , its participants or persons acting through such participants .
;
I
If (a) DTC determines not to continue to act as securities depository for the
Bonds or (b ) the County so elects , the County and the Trustee will discontinue the
book- entry system with DTC . If the County does not identify another qualified
securities depository to replace DTC , the County will prepare and execute , and the
Trustee will authenticate and deliver in exchange, replacement Bonds in the form of
fully registered Bonds .
The Bonds may not be redeemed prior to maturity except as provided in this
Bond and in the Trust Agreement .
The Bonds maturing on or October 1 , 2035 , are subject to redemption at the
County' s option in whole or in part on any date on or after October 1 , 2034, upon
payment of the principal amount to be prepaid plus interest accrued to the
redemption date , without premium . If less than all the Bonds are to be redeemed
is provision, they will be redeemed among maturities in any manner
pursuant to th
the County chooses ,
The Trustee , from amounts received from or on behalf of the County, will
redeem Bonds maturing on October 1 , 2041 on October 1 in years and amounts
upon payment of 100 % of the principal amount thereof plus interest accrued to the
redemption date , as follows .
Year Amount 01
2040 365 , 000
2041 * 360 , 000
30
* Final maturity
In addition , the Trustee , from amounts received from or on behalf of the
County, will redeem Bonds maturing on October 1 , 2044 on October 1 in years and
amounts upon payment of 100 % of the principal amount thereof plus interest
accrued to the redemption date , as follows :
Year Amount C$1
2042 360 , 000
2043 360 , 000
2044 * 360 , 000
* Final maturity
The amount of Bonds to be redeemed on any sinking fund payment date may
be reduced in accordance with the provisions of the Trust Agreement.
If less than all the Bonds of any maturity are called for redemption, the
Trustee will select the Bonds to be redeemed by lot; provided, however, that so long
as a book - entry system with DTC is used for recording beneficial ownership of
Bonds , if less than all of the Bonds within a maturity are to be redeemed , DTC and its
participants will determine which of the Bonds within any such maturity are to be
redeemed .
In any case , ( 1 ) the portion of any Bond to be prepaid will be in the principal
amount of $ 5 , 000 or some integral multiple thereof, and ( 2 ) in selecting Bonds for
redemption , each Bond will be considered as representing that number of Bonds
which is obtained by dividing the principal amount of that Bond by $ 5 , 000 . If a
portion of a Bond is called for redemption, a new Bond in principal amount equal to
the unpaid portion will be issued to the registered owner upon the surrender of the
Bond .
The Trustee will send notice of redemption to DTC or its nominee as the
Owner of the Bonds as provided in the Trust Agreement . The Trustee will send the
31
notice not more than 60 days nor less than 30 days prior to the date fixed for
redemption . Neither the Trustee nor the County is responsible for sending notices of
redemption to anyone other than DTC or its nominee , so long as all the Bonds to be
redeemed are held in a book- entry only form with DTC .
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 the Bonds called for redemption, the Bonds or portions thereof thus
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 provided
for in the Trust Agreement) to be kept for that purpose by the Trustee , which will
act as Bond registrar for the Bonds . This Bond may be exchanged, and its transfer
may be effected, only by the Owner hereof 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 or Bonds of the same maturity and interest rate
and of authorized denomination or denominations for the same aggregate principal
amount will be issued in exchange therefor.
The County and the Trustee may deem and treat the person in whose name
this Bond will be 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 .
32
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 .
This Bond and the issue of which it is a part are issued with the intent 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 .
[The remainder of this page has been left blank intentionally.]
33
r
IN WITNESS WHEREOF, the County has caused this instrument to be signed ,
sealed and delivered by duly County Representatives , as of the day and year first
above Written .
( SEAL)
ORANGE COUNTY,
ATTEST : NORTH CAROLINA
By :
Laura Jensen Bonnie B . Hammersley
Clerk, Board of Commissioners County Manager
[ Orange County, North Carolina
$ 9 , 800 , 000 Limited Obligation Bonds , Series 2024A]
34
This Bond has been approved under the
provisions of Section 160A - 20 and Article
8 , Chapter 159 of the General Statutes of
North Carolina ,
Jennifer Wimmer
Deputy Secretary, North Carolina
Local Government Commission
By
[Jennifer Wimmer
or Designated Assistant]
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Series A Bonds referred to in the Second Supplemental
Trust Agreement dated as of June 1 , 2024 (the " Trust Agreement " ) , between Orange
County, North Carolina, and The Bank of New York Mellon Trust Company, N . A . , as
trustee (the " Trustee ") .
Date of Authentication .
The Bank of New York Mellon Trust
Company, N .A. , as Trustee
By :
Authorized Representative
[ Orange County, North Carolina
$ 9 , 800 , 000 Limited Obligation Bonds , Series 2024A]
35
ASSIGNMENT
FOR VALUE RE.001VED 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 .
36
EXHIBIT D Schedule of Payments on 2024 Bonds
Principal is payable in the amounts and on the dates as shown below, subject
to redemption of the 2024 Bonds as provided in this Supplemental Agreement .
Interest is payable on the dates shown below .
The 2024 Bonds will bear interest from the Closing Date until paid at the
rates shown below . The schedule below shows the expected interest payment
amounts .
The County' s obligation with respect to the 2024 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. The amounts
shown as Total Payments include amounts required to pay the Series A Bonds that
are subject to mandatory sinking fund redemption, as provided in Section 2 . 05 , on
the dates and in the amounts indicated in Section 2 . 05 ,
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 .
Date Principal - Interest - Principal - Interest - Total Payment
2024A 2024A 2024B 2024E
10 / 1 / 24 123 , 935 , 43 27 , 375417 151 , 310 . 60
4 / 1 / 25 234 , 825 . 00 51 , 868 * 75 286 , 693 . 75
10 / 1 / 25 6S01000 . 00 234, 825 , 00 135 , 000 . 00 51 , 868 . 75 1 , 071 , 693 , 75
4 / 1 / 26 218 , S75 . 00 48 , 426225 267 , 001425
10 / 1 / 26 655 , 000 . 00 218 , S75 , 00 140 , 000400 48 , 426 . 25 1 , 062 , 001 . 25
37
4 / 1 / 27 203 , 350 . 00 44, 926 . 25 2481276 , 25
10 / 1 / 27 675 , 000 . 00 203 , 350 . 00 140 , 000 . 00 44, 926 . 25 11063 , 276025
4 / 1 / 28 186 , 475 . 00 41 , 531 . 25 228 , 006 . 25
10 / 1 / 28 690 , 000 . 00 186 , 475 . 00 140 , 000600 41 , 531 . 25 1 , 058 , 006 . 25
4 / 1 / 29 169 , 225400 38 , 241 . 25 207 , 466 , 25
10 / 1 / 29 705 , 000 . 00 169 , 225400 135 , 000 , 00 38 , 241 . 25 1 , 047 , 466 . 25
4 / 1 / 30 151 , 600 * 00 35 , 035 . 00 $ 186 , 635 . 00
10 / 1 / 30 725 , 000 , 00 151 , 600 * 00 140 ) 000000 35 , 035 . 00 1 , 0511635M
4 / 1 / 31 133 , 475 , 00 31 , 675 . 00 165 , 150 . 00
10 / 1 / 31 745 , 000 . 00 133 , 475 , 00 135 , 000 . 00 31 , 675 * 00 11045 , 150 , 00
4 / 1 / 32 114 , 850 , 00 28 , 401 . 25 143 , 251 . 25
10 / 1 / 32 630 , 000 . 00 114, 850 . 00 140 ) 000100 28 , 401 . 25 913 , 251 . 25
4 / 1 / 33 99 , 100 . 00 24 , 971 . 25 124 , 07L25
10 / 1 / 33 360 , 000 , 00 99 , 100 , 00 135 , 000 . 00 24, 971 . 25 619 , 071 . 25
4 / 1 / 34 90 , 100000 21 , 630400 111 ) 730 . 00
10 / 1 / 34 360 , 000 . 00 90 , 100 . 00 140 , 000 . 00 21 , 630 , 00 611 , 730 . 00
4 / 1 / 35 81 , 100 . 00 18 , 095 . 00 99 , 195 . 00
10 / 1 / 35 360 , 000 . 00 81 , 100 . 00 140 , 000 , 0O 18 , 095 . 00 599 , 195 . 00
4 / 1 / 36 72 , 100000 14 , 560 . 00 86 , 660 . 00
38
10 / 1 / 36 360 , 000 . 00 72 , 100 . 00 140 , 000400 14, 560 . 00 586 , 660 . 00
4 / 1 / 37 63 , 100 , 00 10 , 955 , 00 74, 055 . 00
10 / 1 / 37 355 , 000 . 00 63 , 100 . 00 140 , 000400 10 , 955 . 00 569 , 055 . 00
4 / 1 / 38 54, 225 . 00 7 , 350 . 00 611575 , 00
10 / 1 / 38 365 , 000 . 00 54, 225M 140 , 000 . 00 7 , 350 . 00 566 , 575 . 00
4 / 1 / 39 45 , 100 , 00 3 , 675 . 00 48 , 775 . 00
10 / 1 / 39 360 , 000 . 00 45 , 100800 140 , 000 , 00 3 , 675M 548, 775 . 00
4 / 1 / 40 36 , 100 , 00 36 , 100 . 00
10 / 1 / 40 365 , 000 . 00 36, 100 . 00 401 , 100 . 00
4 / 1 / 41 28, 800 , 00 28 , 800 . 00
10 / 1 / 41 360 , 000 . 00 28 , 800 . 00 388 , 000 . 00
4/ 1 / 42 21 , 600 . 00 21 , 600 . 00
10 / 1 / 42 360 , 000 * 00 21 , 600 . 00 381 , 600 . 00
4 / 1 / 43 14, 400 . 00 14, 400 , 00
10 / 1 / 43 360 , 000 . 00 14, 400000 374 , 400 . 00
4 / 1 / 44 71200 , 00 7 , 200 . 00
10 / 1 / 44 360 , 000 . 00 7 , 200 . 00 367 , 200 . 00
39
ii
Exhibit E - Form of Re uis ` tio» n
[ Date]
The Bank of New York Mellon Trust Company, N . A . , as Trustee
Attention : Corporate Trust
Regarding . Requisition under a Second Supplemental Trust
Agreement dated as of June 1 , 2024, with 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 2024 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 ,
ition number from the Orange County 2024 Project Fund ,This is requis
Total Amount for
Disbursement
Payee
Payee ' s address or wiring
instructions
The County makes this requisition pursuant to the following representations ;
in its current fiscal year funds sufficient to pay
1 . The County has appropriated
the Bond Payments and estimated Additional Payments due in the current
fiscal year .
40
2 . The purpose of this disbursement is for payment of 2024 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 ,
S . 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 S gyj
Title ,
County Representative
1