Agenda Package - 5-7-2012 Reg. Meeting

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66G ARTICLE It THE 2012 CERTIFICATE Section 2.1 Authorized Amount of 2012 Certificate. No 2012 Certificate may be executed and delivered under the provisions of the Original Indenture and this Second Supplement except in accordance with this Article. The aggregate principal amount of 2012 Certificate that may be executed and delivered is hereby expressly limited to S Section 2.2 General Terms of 2012 Certificate. The 2012 Certificate will be designated "Refunding Certificate of Participation, Series 2012" and will evidence proportionate undivided interests in rights to receive Installment Payments pursuant to the Contract. The 2012 Certificate will be executed and delivered as one fully - registered certificate without coupons numbered R -1 in the aggregate principal amount of S and shall be initially registered in the name of the Purchaser. The 2012 Certificate will be substantially in the form set forth in Exhibit A with such appropriate variations, omissions and insertions as are permitted or required by this Second Supplement. Notwithstanding anything in the Original Indenture to the contrary, the 2012 Certificate may be transferred in the manner specified in the Indenture, but may not be exchanged for any denomination other than the outstanding principal amount thereof. Notwithstanding any other provisions of the Original Indenture or this Second Supplement to the contrary, the Trustee shall not register the transfer of the 2012 Certificate to any person or entity other than a bank, insurance company or similar financial institution unless such transfer has been previously approved by the Local Government Commission. The provisions of this paragraph may not be amended without the prior written consent of the Local Government Commission. Section 2.3 Delivery of 2012 Certificate. Before the delivery by the Trustee of the 2012 Certificate to the Purchaser, the Corporation shall cause to be filed with the Trustee the items required by Section 2.11 of the Original Indenture. The 2012 Certificate shall be initially sold to the Purchaser at a purchase price equal to the par amount thereof. Section 2.4 Details of 2012 Certificate; Payment. The 2012 Certificate will be dated as of the date of delivery thereof, will mature in annual principal installments on each Principal Payment Date as set forth in the 2012 Certificate, with a final principal installment due and payable on April 1, 2024, and will bear interest at the rate of 2.28% per annum (computed on the basis of a 360 -day year consisting of twelve 30 -day months) until such principal is paid. Both the principal and interest with respect to the 2012 Certificate and any premium on the redemption thereof prior to maturity are payable in any lawful coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The 2012 Certificate shall bear interest on the outstanding principal amount thereof until its final maturity, but if such principal of the 2012 Certificate has matured or has been called for redemption and the redemption date has occurred and funds are available for the payment thereof in full in accordance with the terms of the Original Indenture, such 2012 Certificate shall then cease to bear interest as of the maturity date or redemption date. 4