Minutes - May 7, 2012 Regular Meeting

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BK:00024 PG:0919 which the Corporation will advance to the County amounts sufficient to pay the costs of refunding the 2004 Certificates maturing on and after April 1, 2016 (the "Refunded 2004 Certificates ") and paying certain financing costs relating thereto (the "Advancement'), and the County will repay the Advancement in installments, with interest (the "Installment Payments "). (c) In order to provide the amount of the Advancement, the Corporation will enter into a Supplemental Indenture, Number 2, to be dated as of the date of delivery thereof (the "Second Supplement'), between the Corporation and U.S. Bank National Association, as trustee (the "Trustee''), supplementing and amending an Indenture of Trust, dated as of January 1, 2004 (the "Original Indenture" and, together with the Second Supplement, the "Indenture"), between the County and First - Citizens Bank & Trust Company (succeeded by the Trustee), pursuant to which the Corporation will execute and deliver a certificate of participation (the "2012 Certificate") evidencing proportionate undivided interests in the right to receive the Installment Payments to be made by the County pursuant to the Contract. (d) The County's obligations under the Contract will be secured by a Deed of Trust, dated as of January 1, 2004 (the "Deed of Trust "), from the County to the deed of trust trustee named therein for the benefit of the Corporation, granting a first lien of record on a portion of the sites of the facilities financed with the 2004 Certificates, together with all improvements and fixtures thereon (the "Mortgaged Property "). (e) The 2012 Certificate will initially be sold to PNC Bank, National Association (the "Purchaser "). (f) There have been presented to the Board drafts of the following documents relating to the transaction hereinabove described: (l) the Second Contract Amendment; (2) the Second Supplement, together with the form of the 2012 Certificate attached as Exhibit A thereto; and (3) an Escrow Deposit Agreement, to be dated as of the date of delivery thereof (the "Escrow Agreement'), among the County, the Corporation and U.S. Bank National Association, as escrow agent (the "Escrow Agent "). Section 2. In order to provide for the refunding the Refunding 2004 Certificates, the County is hereby authorized to enter into the Second Contract Amendment and receive the Advancement pursuant thereto in the principal amount not to exceed $17,500,000. In order to provide the funds for the Advancement to be made by the Corporation to the County, the Corporation is hereby requested to enter into the Second Contract Amendment, the Second Supplement and the Escrow Agreement and to execute and deliver the 2012 Certificate. The actual principal amount of the Advancement shall be determined by the County at the time of execution of the Second Contract Amendment, such execution and delivery to constitute approval by the County of the principal amount of such Advancement as set forth in the Second Contract Amendment and the approval by the County of the execution and delivery by the Corporation of the 2012 Certificate in such principal amount. The amount of the Advancement shall be the amount that, in the best judgment of the person executing the Contract, shall be the amount necessary to provide sufficient funds to (a) refund the Refunded 2004 Certificates and 2