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HomeMy WebLinkAboutOTHER-2026-040-Trust Agreement d �v 9� - a oq (n � bit ® ; Fifth 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 $ 27 , 435 , 000 Limited Obligation Bonds Series 2026A THIS FIFTH SUPPLEMENTAL TRUST AGREEMENT is dated as of June 1 , 2026 (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, as trustee (the "Trustee ") , and relates to the issuance of $ 27 ,435 , 000 Limited Obligation Bonds , Series 2026A (the " 2026A Bonds " ) . Introduction The County and the Trustee executed and delivered a Trust Agreement dated as of June 1 , 2018 (the " 2018 Agreement") . The 2018 Agreement provides for the issuance of a 2018 series of limited obligation bonds (the " 2018 Bonds ") , and allows for the issuance of additional series of limited obligation bonds from time to time . The 2018 Agreement provides that the parties will enter into a supplemental agreement for each issue of limited obligation bonds . The County and the Trustee are now entering into this Supplemental Agreement to provide for the issuance of the 2026A Bonds as Additional Bonds under the 2018 Agreement. The County is issuing the 2026A Bonds to provide funds to be used, together with other available funds, on a project (the " 2026A 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 2026A 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 2026A BONDS Section 1. 01 . Provision for 2026A Bonds; Advance. (a) The County will issue, and the Trustee will authenticate and deliver, 2026A Bonds in an aggregate principal amount of $ 27, 435 , 000 . (b) The County is receiving a total of $ 30, 067, 290 . 29 (the "Amount Advanced ") from the sale of the 2026A Bonds . The County will use the Amount Advanced as provided in this Supplemental Agreement to pay 2026A Project Costs. Section 1 . 02 , Bonds Constitute Installment Contracts. Each of the 2026A 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 Supplemental 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; 2026A Bonds Are Additional Bonds; Parity Status. (a) This Supplemental Agreement is a "supplemental agreement" for the issuance of Additional Bonds as provided in the 2018 Agreement, and the 2026A Bonds are "Additional Bonds " as defined in the 2018 Agreement. Except as modified by this Supplemental Agreement, all terms of the Trust Agreement remain in effect and apply with respect to the 2026A Bonds to the same extent as to all Prior Bonds . (b) The 2026A Bonds are secured on a parity status with the Prior Bonds and any future Additional Bonds with respect to the security pledged under the Trust Agreement and the Modified Deed of Trust, including the security interest in the Mortgaged Property and with respect to all money held in the funds and accounts held under the Trust Agreement (except that funds held in a special escrow fund created under Article XI of the 2018 Agreement secure only the defeased or refunded Bonds and no others) . 3 Section 1 . 04. Form and Details; Payments . The 2026A Bonds will be numbered R= 1 upward for identification, will be designated " Limited Obligation Bonds , Series 2026A," and will be in substantially the form of Exhibit C, with any changes as this Supplemental Agreement permits or requires . The 2026A 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 April 1 in the following years and amounts . Maturity Date Principal A ril 1 ) Amount !$l Rate O 2028 1, 645 , 000 5 . 00 2029 1, 6700000 5 . 00 2030 1, 710, 000 5 . 00 2031 1, 73000 5 . 00 2032 1 , 7450000 5 .00 2033 1 , 685, 000 5600 2034 11710, 000 5400 2035 1, 630, 000 5400 f 2036 1, 600, 000 5 . 00 t 2037 11620, 000 5 . 00 i 2038 1 , 145 , 000 5 .00 2039 1, 130, 000 5 . 00 2040 1 , 135, 000 5000 2041 1 , 135,000 5 .00 2042 1 , 1301000 5 . 00 2043 1, 0000000 5 . 00 2044 1, 005 , 000 5 .00 2047 3, 010, 000 4. 00 4 I 3 (d) Exhibit D shows a schedule of payments due on the 2026A Bonds with respect to each Payment Date . Upon any redemption of any 2026A Bonds, the County will recalculate the schedule of payments to reflect the redemption and then deliver a substitute Exhibit D to the Trustee that reflects the recalculated payment schedule . The Trustee has no responsibility to confirm any recalculated payment schedule . (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 2026A Bonds at the places, on the dates, and in the manner provided in this Supplemental Agreement, in the 2026A Bonds, and in the documentation securing the 2026A Bonds, all according to their true intent and meaning, subject to the limitation described in Section 1 . 07 . Section 1 .05 , Redemption Dates and Prices. The 2026A Bonds are subject to redemption as described in Section 2 . 01 . Section 1 , 06, Delivery of 2026A Bonds. The Trustee will authenticate and deliver the 2026A Bonds when it has received the following items . (a) Certified copies of County Board resolutions (1) approving the terms and conditions under which the 2026A Bonds are to be issued and (n) authorizing the execution, delivery and issuance of the 2026A Bonds, this Supplemental Agreement, and Deed of Trust Supplement # 5 (as identified in Exhibit B) (b) Evidence that the LGC has approved the issuance of the 2026A Bonds (c) An executed copy of this Supplemental Agreement and a certified copy of the 2018 Agreement (d) An executed copy of Deed of Trust Supplement 45 , 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 2026A Bonds (e) A County Certificate directing the Trustee to authenticate and then deliver the 2026A Bonds to the person or persons named therein upon payment to the Trustee of a specified sum, and directing the Trustee as to the application of the proceeds from the sale of the 2026A Bonds 5 (f) An Opinion of Bond Counsel to the effect (i) that the issuance of the 2026A Bonds is permitted under the terms of the 2018 Agreement and has been duly authorized, and (ii ) that the issuance of the 2026A Bonds in itself will have no adverse effect on the exemption from Federal income tax with respect to any Prior Bonds with respect to which any such interest is intended to be exempt (g) Evidence of the issuance or proposed issuance of one or more lender' s title insurance policies (or an appropriate endorsement to an existing policy) in favor of the Trustee, in an aggregate face amount of insurance equal to the total amount of Prior Bonds plus the principal amount of the 2026A Bonds, and including the instrument referenced in (d) above as an insured instrument Section 1 . 07. Limited Obligation. The 2026A Bonds are limited obligations of the County, as provided and described in Section 4 . 05 of the 2018 Agreement. i ARTICLE II I i REDEMPTION Section 2 .01 . Redemption Dates and Prices . The 2026A Bonds are subject to redemption only as provided in this Section . (a) Optional Redemption -- The 2026A Bonds maturing on or after April 1 , 2037 are subject to redemption at the County ' s option, in whole or in part on any date on or after April 1 , 2036, 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 - The 2026A Bonds maturing on f April 1 , 2047 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 . E P 6 i� 9 I I Section 2 . 02 . Selection of 2026A Bonds for Redemption. (a) If less than all the 2026A Bonds are to be redeemed pursuant to subsection 2 . 01 (a) , they will be redeemed among maturities in any manner the County chooses . (b) If less than all of the 2026A Bonds of any maturity are to be redeemed, the Trustee must select the 2026A Bonds to be redeemed by lot, provided, however, that so long as a book- entry system with DTC is used for determining beneficial ownership of 2026A Bonds to be redeemed, if less than all of the 2026A Bonds within a maturity are to be redeemed, the parties agree that DTC may determine which of the 2026A 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 2026A Bond to be redeemed must be in the principal amount of $ 5 , 000 or some integral multiple thereof, and (ii) in selecting 2026A Bonds for redemption, each 2026A Bond will be considered as representing that number of 2026A Bonds which is obtained by dividing the principal amount of that 2026A Bond by $ 5, 000 . If a portion of a 2026A Bond is called for redemption, the County will prepare, and the Trustee will deliver, a new 2026A Bond of the same series in principal amount equal to the unpaid portion to the registered owner upon the surrender of the 2026A 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 less than 30 nor more than 60 days prior to the redemption date, as follows : (1) With respect to any 2026A 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 then - current rules and procedures (and if the Trustee is unable to determine those rules, by registered or certified mail, return receipt requested) ; (ii) With respect to any 2026A Bonds for which no book- entry- only system of registration is in effect, to each of the registered owners of those 2026A Bonds at their addresses as shown on the Trustee ' s registration books, by registered or certified mail ; and 7 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 15c242 in connection with any notice to be posted with the MSRB via the EMMA System . Failure to give any notice specified in (1) or ( ii) , as applicable, or any defect in that notice, will not affect the validity of any proceedings for the redemption of any 2026A Bonds with respect to which no failure has occurred . Failure to give any notice specified in (ili) , or any defect in that notice , will not affect the validity of any proceedings for the redemption of any 2026A Bonds with respect to which the notice specified in (1) or (ii) is correctly given . Any notice mailed as provided in this E Supplemental Agreement will conclusively be presumed to have been given regardless of whether received by any Owner. j (b) Any redemption notice may state that the redemption to be effected is i 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 2026A Bonds to be prepaid ; or i (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 interest on the 2026A Bonds on or E 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, 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 . i 3 8 3 i (c) Each redemption notice must specify (1) the complete designation of the 2026A Bonds to be redeemed, including the Series designation, (ii) the CUSIP numbers of the 2026A Bonds to be redeemed, (in) the dated dates, maturity dates and interest rates of the 2026A 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 2026A 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 2026A 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, 2O26A 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 2026A Bonds called for redemption, the 2026A Bonds (or portions of 2026A Bonds) called for redemption cease to accrue interest from and after the redemption date . Thereafter, those 2026A Bonds (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. Section 2 . 05 . Mandatory Sinking Fund Redemption . (a) The Trustee, from amounts received from or on behalf of the County, will redeem 2026A Bonds maturing on April 1 , 2047 (the "Term Bonds") on April 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 2045 1 / 0000000 2046 10005 , 000 2047 * 1 , 005 , 000 * Final maturity 9 (b) 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: (i) 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 Trustee but not previously applied as a credit against any sinking fund payment obligation . I The Trustee will credit against the County ' s sinking fund payment obligation on each sinking fund payment date the amount of 2026A Bonds so purchased , delivered or previously redeemed as described in paragraphs (1) or (ii) above . i (d) Within seven days of receipt of the funds, Term Bonds or instruction to apply a credit (as described in subsection (c) 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 ( 1 ) transferred to the Interest Account or (ii ) used to redeem 2026A Bonds as soon as practicable . In the absence E of any written direction from the County, the Trustee will deposit those amounts to the Interest Account , ARTICLE III DEPOSIT AND USE OF 2026A PROCEEDS; OTHER FUNDS i Section 3 . 01 , Creation and Use of 2026A Project Fund , The Trustee will establish a special fund designated as the " Orange County 2026A Project Fund . " The 10 j i 1 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 Supplemental Agreement. Moneys in the 2026A Project Fund will be expended only as described in Sections 3 . 02 and 3 . 03 . The Trustee shall not disburse any moneys from the 2026A Project Fund during the continuation of any Event of Default unless otherwise directed by the Majority Owners . Section 3 . 02 , Deposits to 2026A Project Fund; Payment of 2026A Project Costs . (a) The Trustee will deposit into the 2026A Project Fund the amount specified in the certificate referenced in Section 1 . 06 (e) and all other amounts paid to it for deposit in the 2026A Project Fund . The certificate referenced in Section 1 . 06 (e) may also direct the Trustee as to the further application of amounts in the 2026A Project Fund without any requirement for additional direction or requisition . (b) In addition, the Trustee will disburse moneys in the 2026A Project Fund from time to time (i) to pay 2026A Project Costs directly to the County, or (ii) to pay the person indicated in the requisition to pay 2026A Project Costs, or (iii) to reimburse the County for previous expenditures on 2026A 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 2026A 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 2018 Agreement. Section 3 . 03 . Transfer of Unexpended Proceeds. When the County determines there are no more 2026A Project Costs to be paid from the 2026A 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 2026A 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 in writing by a County Representative . In the absence of any written direction from the County, the 11 Trustee will deposit those moneys in the Interest Account and use them to pay interest on the 2026A Bonds as the same becomes due. Section 3 . 04 . Creation of Accounts in Payment Fund . (a) The Trustee shall establish, in the Payment Fund established under the 2018 Agreement, three special accounts to be designated as the " 2026A Interest Account, " the " 2026A Principal Account" and the " 2026A 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 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 2026A Bonds . (b) Not less than 15 days prior to each Payment Date for the 2026A Bonds, the Trustee must determine the amounts on deposit and available to make the h payments due on that Payment Date with respect to the 2026A Bonds, whether in (1) the 2026A Interest Account or the 2026A Principal Account of the Payment Fund , or j (ii) any special trust fund established pursuant to Section 11 . 01 of the 2018 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 . f (c ) The Trustee must pay on each Payment Date the principal of the 2026A Bonds from the 2026A Principal Account and the interest on the 2026A Bonds from the 2026A Interest Account, as the same becomes due, to the extent the Trustee has on hand amounts sufficient in the 2026A Principal Account and the 2026B Interest Account. f ( d) If the amount on deposit in the 2026A Principal Account or the 2026A 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 I amounts as may be available in the 2026A Redemption Account. If the amount on deposit in the 2026A Interest Account on any Payment Date I exceeds the amount payable on account of interest on the 2026A Bonds on that date, the Trustee must, as directed by a County Certificate, retain the excess in the 2026A 12 Interest Account or transfer the excess to the 2026A Principal Account to be credited against subsequent required deposits to the 2026A Principal Account. In the absence of any written direction from the County, the Trustee will retain the excess in the 2026A Interest Account. If the amount on deposit in the 2026A Principal Account on any October 1 exceeds the amount required on that date to pay principal of 2026A Bonds coming due on that date, then the Trustee must, as directed by a County Certificate, retain the excess in the 2026A Principal Account or transfer the excess to the 2026A Interest Account to be credited against subsequent required deposits to the 2026A Interest Account. In the absence of any written direction from the County, the Trustee will transfer the excess to the 2026A Interest Account. (e) The Trustee must deposit in the 2026A 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 2026A 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 2026A Redemption Account to the 2026A Interest Account for use on the next Payment Date to pay interest on the 2026A Bonds, and pending that use or in the absence of direction must invest those funds in Legal Investments described in Section 3 . 06 . Subject to retaining moneys necessary to pay 2026A Bonds that have been called for redemption but not yet presented for payment, the Trustee must use amounts in the 2026A Redemption Account as directed by a County Certificate to make transfers to the 2026A Interest Account or the 2026A 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 2018 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 2026A Bonds as to all Prior Bonds generally. 13 Section 3 , 06 , Restricted Yield Investment. Not later than June 1 , 2029, the County shall (a) invest any " Covered Proceeds," as defined below, that the County holds, and (b) direct the Trustee in writing to invest any Covered Proceeds the Trustee holds, in Legal Investments that either (i) provide a fixed yield at or below the " Restricted Yield," as defined below, ( it) are described in Code Section 103 and are not " private activity bonds" within the meaning of Code Section 141 , or (iii) are otherwise approved by a written opinion of Bond Counsel satisfactory to the Trustee , in any case 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 2026A Bonds, including proceeds from the investment of the 2026A Bond proceeds or proceeds from the sale or other disposition of property acquired or improved through the proceeds of the 2026A Bonds (including insurance proceeds) . A " Restricted Yield " means a "yield, " within the meaning of Treas . Regs , Secs . 1 . 10343 (c) , - 13 ( d) , 1 . 14MT (a) , or any successor or other provision that may be applicable, not in excess of the "yield " on the 2026A Bonds, which does not exceed 3 . 37801 %. E I The County ' s failure to comply with any provisions of this Supplemental E Agreement requiring investment of Covered Proceeds, or of any other proceeds k related to the 2026A Bonds, at a Restricted Yield shall not in itself be an Event of Default so long as the County provides for any excess earnings from the investment of Covered Proceeds or other funds above the Restricted Yield to be calculated and paid to the United States as required by the Code , ARTICLE IV COUNTVS UNDERTAKING FOR CONTINUING DISCLOSURE The County undertakes, for the benefit of the beneficial owners of the 2026A Bonds, to provide the following items and information to the MSRB : 14 (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 , 2026, 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, 2026, the financial and statistical data as of a date not earlier than the end of the preceding fiscal year for the type of information included in Appendix A to the final Official Statement under the captions "THE COUNTY - DEBT INFORMATION " and " --TAX 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 2026A 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 15 5701 -TEB) or other material notices or determinations with respect to the tax status of the 2026A Bonds , or other material events affecting the tax status of the 2026A Bonds ; ( 7) modifications to rights of the beneficial owners of the 2026A Bonds, if material ; (8 ) calls for redemption of 2026A Bonds, if material, and tender offers ; (9 ) defeasances ; ( 10) release, substitution or sale of any property securing repayment of the 2026A Bonds, if material ; 3 ( 11 ) rating changes ; ( 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") , t E ( 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 1 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 ; i ( 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 16 (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 10 , 2026, that the County has approved and authorized for use in connection with the offering and sale of the 2026A Bonds . 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 2026A 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 2026A 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 2026A Bonds . 17 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 f change in the identity, nature, or status of the County; ( B) the information to be provided, as modified, would have complied with the requirements of Rule 15c2 = 12 as of the date of the final Official Statement, after taking into account any amendments or interpretations of Rule 15c242, as well as any changes in circumstances ; and i (C) any 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 the Trust 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 . 18 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. "Writing" includes electronic mail . Facsimile transmission is not a permitted form of communication under this Supplemental Agreement. (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 2018 Agreement. (c) Any other communication under this Supplemental Agreement will be deemed given on the delivery date shown on a United States Postal Service certified mail receipt, or a delivery receipt (or similar evidence) from a national commercial package delivery service, if addressed as follows : (i) if to the County, to Orange County Manager, Re : Notice under 2026A LOBS Trust Agreement, Post Office Box 8181 , Hillsborough, NC 27278 (ii) if to the Trustee, to The Bank of New York Mellon Trust Company, N .A., Re : Notice for 2026A Financing for Orange County, 601 Travis Street, 16th Floor, Houston, TX 77002 (iii) If to the LGC, to the North Carolina Local Government Commission, Attn : Secretary of the Commission, Re : Notice for 2026A Orange County LOBs Financing, Longleaf Building, 3200 Atlantic Ave ., Raleigh, NC 27604 19 (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 Supplemental 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. i (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 . I 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 , E 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 2026A 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. E 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. i 20 i 3 a 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 2018 Agreement. Section 5 . 07 . Governing Law; Forum . (a) The County and the Trustee intend that North Carolina law will govern this Supplemental Agreement and all matters of its interpretation . (b) To the extent permitted by law, the parties agree that any legal action concerning this Supplemental Agreement must be initiated in one of the following forums : (1) the North Carolina General Court of Justice located in Orange County, North Carolina; or (ii) if the action is required by law to be filed in a United States federal court, in the United States District Court for the Middle District of North Carolina . [The remainder of this page has been left blank intentionally.] 21 IN WITNESS WHEREOF, the parties have caused this Fifth Supplemental Trust Agreement to be executed in their corporate names by their duly authorized officers, all as of June 1 2026 . (SEAL) • ATTEST : t7 52 ORANGE COUNTY, NORTH CAROLINA By : L a Jensen Travis Myren Clerk, Board of Commissioners County Manager i i I The Bank of New York Mellon Trust Company, N , A. , as Trustee i i By : Printed name . Title : i i [Fifth Supplemental Trust Agreement dated as of June 1 , 2026] 22 i IN WITNESS WHEREOF, the parties have caused this Fifth Supplemental Trust Agreement to be executed in their corporate names by their duly authorized officers, all as of June 1 20269 1t°��e (SEAL) ATTEST : t 7 32 ORANGE COUNTY, NORTH CAROLINA "''b tloo By; wee L a Jensen Travis Myren Clerk, Board of Commissioners County Manager The Bank of New York Mellon Trust Company, N .A ., as Trustee By ; Nathan Turner Printed name ; Vice President Title : [ Fifth Supplemental Trust Agreement dated as of June 1 , 2026) 22 Exhibit A -- list of projects to be financed with estimated amounts Financing Phase I - Series 2026A Bonds w - Project Est, Amount [$) Components Blackwood Farm Park 61 , 039 Generator Projects 17 , 154 Interior finish replacements 367 , 108 Affordable Housing 966, 500 Emergency Services Renewal & Replacement 484, 927 Orange County Bidirectional Antenna ( BDA) Upgrade 1 , 264, 317 i Board of Elections Expansion for Storage 107, 582 911 Computer Aided Dispatch (CAD) Replacement 302 , 534 DTCC Academic Building 11 , 275, 000 HVAC Projects 21130 , 047 Facades 911 , 648 � Electrical Upgrades 74, 805 Vehicle replacements 379 , 815 Sportsplex 126, 581 { Fire Alarm, Fire Suppression System Replacements 261 , 488 Information Technologies Infrastructure 419, 834 Electrical Vehicle Charging Stations for County Vehicles 402 , 069 510 Meadowlands Phase 2 291 , 647 Efland Cheeks Community Center 1500000 3 Parking Lot Repairs and Improvements 467, 339 i Solid Waste Vehicle and Equipment 3 , 834, 632 23 i Orange Grove Fire District - loan for station 1 , 7001000 Reimbursement for Crisis Diversion Center land 3 , 569, 656 acquisition and preliminary costs The County will also use financing proceeds in the estimated amount of $ 500 , 000 to pay financing costs . The amounts stated above are estimates only. The County may use any portion of the 2026A Bonds proceeds for any of the 2026A 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 2026A Project Costs . Components of the 2026A Project related to the Mortgaged Property include the following . . .. .. . . . . . . . . . . . . . . . . .. . . Location Description of Work Approx. Cost ($) Government Services Annex Parking Lot Paving, Fire Alarm 133, 375 . 00 Upgrades District Attorney's Office Electric Vehicle Charging Stations 392 , 069 . 00 E= 911 Meadowlands Parking Lot Paving, Fire Alarm 133, 373 . 00 Upgrades Crisis Diversion Center Reimbursement for land 3 , 569, 656 . 00 acquisition and preliminary costs Justice Facility Courtroom Audio Visual Upgrades, 571 , 297 . 00 Mural Courtroom HVAC, Fan Coil Unit Replacements, Fire Alarm Upgrades, Elevator Modernization, Clerks ' Office Improvements 24 Northern Campus Detention HVAC Replacements, Fire Alarm 117 , 317 . 37 Upgrades Parks Ops Base Fire Alarm Upgrades 22 , 81100 Bonnie B Davis Fire Alarm Upgrades 25 , 079 . 00 Southern Campus Southern Human Services Parking Lot Paving, Fire Alarm 1330839 . 00 Upgrades Seymour Center Parking Lot Paving, Interior 115136100 �R Improvements a i 7 t f €!P E k i q/ t 65 g9 $8j3 i 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 . " 2026A Bonds " means the County' s $ 27 ,435 , 000 original aggregate principal amount Limited Obligation Bonds, Series 2026A, originally issued pursuant to this Supplemental Agreement. " 2026A 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, subject to the restrictions stated in Exhibit A; and (c) paying Financing Costs related to the 2026A Bonds . " 2026A Project Costs " means " Project Costs, " as defined in the Prior Agreement, related to the 2026A Project. " 2026A Project Fund" means the 2026A 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 # 5 . " Deed of Trust Supplement # 5 " means the Deed of Trust Supplement # 5 dated as of June 1 , 2026, granted by the County for the Trustee' s benefit, which provides the security for the County' s obligations with respect to the 2026A Bonds . " Mortgaged Property" has the meaning assigned to that term in the Deed of Trust. " Payment Date " with respect to the 2026A Bonds means each April 1 and October 1 , beginning October 1 , 2026 . " Prior Agreement" means the Trust Agreement dated as of June 1 , 2018 , between the County and The Bank of New York Mellon Trust Company, N .A., as 26 Trustee (the "2018 Agreement") , as supplemented by (a) a First Supplemental Trust Agreement dated as of May 1 , 2019 , (b) a Second Supplemental Trust Agreement dated as of November 1 , 2019, (c) a Third Supplemental Trust Agreement dated as of May 1 , 2020 , and (d) a Fourth Supplemental Trust Agreement dated as of May 11 , 2022 , each of which is also between the County and the Trustee . " Prior Bonds " means the following bonds issued pursuant to the Prior Agreement: $ 7 , 510, 000 original aggregate principal amount Limited Obligation Bonds, Series 2018 (the " 2018 Bonds ") $ 14, 135 , 000 original aggregate principal amount Limited Obligation Bonds , Series 2019A $ 29 , 745, 000 original aggregate principal amount Limited Obligation Bonds, Series 2019B i $ 40, 731 , 000 original aggregate principal amount Limited Obligation Bonds, Series 2020 ! I $ 41 , 535 , 000 original aggregate principal amount Limited Obligation Bonds , Series 2022 3 " Prior Deed of Trust" means the Deed of Trust and Security Agreement dated as of June 1 , 2018 , from the County to a Deed of Trust Trustee for the County' s benefit, as supplemented (a) by a Deed of Trust Supplement dated as of May 1, 2019 , 2023 , (b) by a Deed of Trust Supplement # 2 dated as of November 1 , 2019, ( c) by a Deed of Trust Supplement # 3 dated as of May 1 , 2020, and ( d) by a Deed of Trust Supplement # 4 dated as of May 11 , 2022 . "Supplemental Agreement" means this Fifth 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. 8 27 All other capitalized terms used in this Fifth Supplemental Trust Agreement and not otherwise defined have the meanings ascribed thereto in the Prior Agreement. 28 Exhibit C - Form of Series A Bond Number R-X REGISTERED REGISTERED ORANGE COUNTY, NORTH CAROLINA Limited Obligation Bond, Series 2026A INTEREST RATE MATURITY DATE DATED DATE CUSIP April 1 , au_ June 25 , 2026 684566 XXX E REGISTERED OWNER: * * * * * CEDE & CO .* * * * * PRINCIPAL AMOUNT , * * ** THOUSAND DOLLARS* * * * 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 , 2026, at the l annual rate stated above . Interest is payable (a) from the Dated Date stated above, if this Bond is authenticated prior to October 1 , 2026, 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) . 29 I S$ E E E Principal and interest are payable in lawful money of the United States of America . Interest is to be calculated on the basis of a 360 - day year consisting of twelve 30 - day months . This Bond is one of an issue of $ 27,435 , 000 Limited Obligation Bonds, Series 2026A (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, 2018 (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 160Aw20 of the North Carolina General Statutes, as the same may be in effect from time to time (" Section 160Am20 " ) , 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 , 2018, 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 30 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, The Bonds are issued by means of a book- entry system , with one certificate for each maturity immobilized at The Depository Trust Company ( " 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 . 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. i The Bonds maturing on or after April 1 , 2037, are subject to redemption at the County's option in whole or in part on any date on or after April 1 , 2036 , 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 pursuant to this provision, they will be redeemed among maturities in any manner the County chooses . The Trustee, from amounts received from or on behalf of the County, will redeem Bonds maturing on April 1 , 2047 on April 1 in years and amounts upon payment of 100 % of the principal amount thereof plus interest accrued to the redemption date , as follows ; I I 311 1 3 Year Amount f$1 2045 100000000 2046 10005 , 000 2047 * 1 , 0059000 * 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 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 . 32 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, f i 3 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 I for the purpose of receiving payment of or on account of principal of and interest due on this Bond and for all other purposes, and neither the County nor the Trustee will be affected by any notice to the contrary, except that interest payments will be made to the persons shown as Owners on the Trustee 's registration books on the Record Date, which is the end of the calendar day on the 15th day of the month (whether or not a business day) preceding each Payment Date . All acts, conditions and things required by the Constitution and laws of the State of North Carolina to happen , exist or be performed precedent to and in the execution and delivery of this Bond have happened , exist and have been performed . i 33 i I i I 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.] 34 1 i I s s i E�E I I i 1 3 I