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Home My WebLink AboutOTHER-2024-034-Lease Modification �� q i II I Illill III Il II Doc No : 30104524 Recorded : 06/26/2024 11 *24:29 AM Fee Ant: $26 . 00 Page 1 of 7 Excise Tax: $0 . 00 Oranqe County North Carolina Mark Chilton , Register of Deeds BK 6860 PG 1000 - 1006 ( 7 ) Prepared by and return after recording to ; Robert M . Jessup Jr. San ford Holshouser LLP y Lloyd St . Suite 350 209 y Carrboro , NC 27510 STATE OF NORTH CAROLINA ) LEASE MODIFICATION ORANGE COUNT' ) PINS and brief descriptions : 9875 - 21 - 0552 Orange Middle School - - 308 Orange High School Road, Hillsborough 9864 - 78 � 3471 Hillsborough Elementary School - 402 North Nash Street, Hillsborough 1 9872 - 75 - 5904 New Hope Elementary - 1900 New Hope Church Road, Chapel Hill 9865 - 99 - 3002 Pathways Elementary - 431 Strouds Creek Road, Hillsborough 987542 - 5819 Orange High School - 500 Orange High School Road , Hillsborough Modifies Book 6818 , Page 1070 THIS LEASE MODIFICATION is dated as of June 1 , 2024, and is entered into by and between ORANGE COUNTY, NORTH CAROLINA, as lessor (the " County " ) , and THE ORANGE COUNTY BOARD OF EDUCATION, as lessee (the " School Board " ) . This Modification modifies and amends the Lease dated as of June 13 , 2023 , and recorded at Book 6818 , Page 1070 , Orange County Registry (the " Original Lease " ) . The County is the record owner of the property subject to the Original Lease and this Modification . This Modification affects all and only the property subject to the Original Lease . Introduction The County and the School Board have previously agreed to cooperate in a plan to finance, construct and equip improvements to various schools administered by the School Board, including the schools referenced above . The parties entered into the Original Lease to facilitate the County' s financing improvements to the schools . The County has asked the School Board to modify the Original Lease to extend its term , to facilitate an additional financing transaction contemplated by the County. In connection with its financing, the County is entering into a Second Supplemental Trust Agreement dated as of June 1 , 2024 (the " 2024 Trust Agreement ") . The County is similarly entering into a Deed of Trust Modification # 2 , also dated as of June 1 , 2024 (the " Deed of Trust " ) , to secure the County ' s repayment obligations under the 2024 Trust Agreement . The School Board has agreed to subordinate its leasehold interest to the 2024 Deed of Trust, just as the School Board subordinated its interest to the deed of trust delivered by the County in connection with the originally referenced financing . NOW THEREFORE , for and in consideration of the Mutual promises contained in this Lease . the parties agree as follows : 2 1 . Definitions . (a) The term " Modified Lease " means the Original Lease as modified by this Modification . ( b ) The term " Deed of Trust" means the 2024 Deed of Trust, together with the Deed of Trust and Security Agreement granted by the County dated as of June 1 , 2021 , and recorded at RB 6730 , Page 209 , Orange County Registry, as supplemented by the instrument recorded at RB 6818 , Page 817 , Orange County Registry. All other capitalized terms used in this Modification and not otherwise defined have the meanings ascribed in the Original Lease , 2 . Change to Lease Term . Section 3 . 2 ( c) of the Original Lease is hereby amended to read as follows , in order to extend the expected Lease Term , 3 . 2 . Termination . [subparagraphs ( a) and (b ) intentionally omitted] ( c) The date that is 30 days after October 1 , 2044, which is the scheduled date for the County ' s final payment under the " 2024 Trust Agreement," as defined below, except that the Lease Term ends immediately upon the termination of the 2024 Trust Agreement if the 2024 Trust Agreement is terminated following an event of default by the County under the 2024 Trust Agreement . The " 2024 Trust Agreement" means the Second Supplemental TrustAgreement dated as of June 1 , 2024 , between the County and a corporate trustee . Termination of the Lease Term terminates all the County ' s obligations under the Modified Lease , and terminates the School Board ' s rights of possession under the Modified Lease ; but all other provisions of the Modified Lease, including the receipt and disbursement of funds , shall continue until the 2024 Trust Agreement is discharged as provided therein . 3 3 . Priority of 2024 Deed of Trust . Notwithstanding anything in the Modified Lease to the contrary, the School Board ' s rights to possession of the Leased Property and all its other rights under the Modified Lease are subordinate to the rights of the beneficiary under the Deed of Trust, specifically including the 2024 Deed of Trust . Any judicial sale of, or foreclosure on , the Leased Property pursuant to the Deed of Trust terminates all the School Board ' s rights under the Modified Lease . 4 . Confirmation of Remaining Lease Terms . Except as provided by this Agreement, the parties ratify, approve and confirm the terms of the Original Lease . [The remainder of this page has been left intentionally blank . ] 4 IN WITNESS WHEREOF, the parties hereto have caused this Lease Modification to be signed in their corporate names and delivered by their duly authorized officers , all as of June 1 , 44 7t 5 s [ SEAL] ORANGECOUNTY, ATTEST 1. L% I41 I � . NORTH CAROLINA L} ; 94, By : Laura Jense Bonnie Hammersley�` Clerk, Board of Commissioners County Manager STATE OF NORTH CAROLINA; ORANGE COUNTY I, okt� '� OA , a Notary Public of said State and County, do hereby certify that Bonnie Hammersley and Laura Jensen personally came before me this day and acknowledged that they are the County Manager and the Clerk of the Board of Commissioners , respectively, of Orange County, North Carolina , and that by authority duly given and as the act of such County, the foregoing instrument was signed in the County ' s name by such County Manager, sealed with its corporate seal and attested by such Clerk. Witness my hand and official seal this Qyt day of June , 2024 . Notary Public 5 IN WITNESS WHEREOF , the parties hereto have caused this Lease Modification to be signed in their corporate names and delivered by their duly authorized officers, all as of June 1 , 2024 . [SEAL] ORANGE COUNTY, ATTEST: NORTH CAROLINA By : Laura Jensen Bonnie Hammersley Clerk, Board of Commissioners County Manager [SEAL] THE ORANGE COUNTY ATTEST . BOARD OF EDUCATION B ' , - Y Anne Purcell OanieJones Chair Secretary This instrument has been pr. eaudited in the manner required by The Local Government Budget and Fiscal Control Act . Gary Donaldson Finance Officer Orange County, North Carolina 4 i STATE OF NORTH CAROLINA , ORANGE COUNTY I , a Notary Public of said State and County, do hereby certify that Bonnie Hammersley and Laura Jensen personally came before me this day and acknowledged that they are the County Manager and the Clerk of the Board of Commissioners, respectively, of Orange County, North Carolina, and that by authority duly given and as the act of such County, the foregoing instrument was signed in the County` s name by such County Manager, sealed with its corporate seal and attested by such Clerk. Witness my hand and official seal this day of June, 2024 . Notary Public My commission expires : STATE OF NORTH CAROLINA & ORANGE COUNTY 1 , mut, are'+ . mUyii a Notary Public of said State and County, do hereby certify that Danielle Jones , with whom I am personally acquainted, who , being by me duly sworn , says that she is the Secretary of The Orange County Board of Education and that Anne Purcell is the Chair of such Board of Education, the Board described in and which executed the foregoing instrument; that she knows the common seal of said Board ; that the seal affixed to the foregoing instrument is said common seal, and the name of the Board was subscribed thereto by the said Chair, and that said Chair and Secretary subscribed their names thereto , and said common seal was affixed, all by order of the Board and that the said instrument is the act and deed of said Board . F $ -rh Witness my hand and official seal this I day of June, 2024 . rr J , � Notary Public, , ; My commission expires : r4 +, .�� GPNREr r r '� mycommi an a county 881on EX jr 0) 5