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May 19, 2003
<br />
<br />DRAFT
<br />
<br />Page 124
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<br /> WHEREAS, as part of said plan of financing, the Corporation will issue
<br />Certificates of Participation in an aggregate principal amount not exceeding
<br />$45,000,000 to finance the advancement of moneys to the County pursuant to
<br />the installment financing contract between the County and the Corporation;
<br />
<br /> WIqEREAS, there have been submitted to this meeting draft forms of the
<br />following documents (the "Financing Documents") with respect to the financing
<br />for the 2003 Project:
<br />
<br /> (1) an Installment Financing Contract, proposed to be dated as of
<br />July 15, 2003 (the 'Contract"), between the County and the Corporation as
<br />counterparty, pursuant to which the Corporation will advance moneys to the
<br />County for the costs of the 2003 Project and the County agrees to make
<br />periodic installment payments (the "Installment Payments") to repay the
<br />moneys so advanced, with interest;
<br />
<br /> (2) a Deed of Trust and Security Agreement (the "Deed of Trust"),
<br />proposed to be dated as of July 15, 2003, among the County as Grantor, the
<br />Corporation as Beneficiary and the trustee named therein, by which the County
<br />would secure its obligations to the Corporation under the Contract;
<br />
<br /> (3) an Indenture of Trust, proposed to be dated as of July 15, 2003
<br />(the "Trust Indenture"), between the Corporation and the trustee named
<br />therein, as trustee (the "Trustee"), pursuant to which there are to be
<br />executed and delivered from time to time Certificates of Participation,
<br />including the Certificates of Participation (County of Cabarrus, North
<br />Carolina Installment Financing Contract), Series 2003 (the ~2003
<br />Certificates"), the proceeds of which will be used to advance the moneys to
<br />the County under the Contract;
<br />
<br /> (4) a Preliminary Official Statement to be dated on or about July 11,
<br />2003 (the "Preliminary Official Statement") which, as supplemented with
<br />certain pricing and other permitted omitted information, is to be the
<br />Official Statement to be dated on or about July 24, 2003 (the "Official
<br />Statement"), pursuant to which the 2003 Certificates are to be offered an?
<br />sold to the public; and
<br />
<br /> (5) a Contract of Purchase, Including the exhibits attached thereto,
<br />to be dated on or about July 24, 2003 (the 'Purchase Contract") between the
<br />Corporation and bBS PaineWebber Inc., on its own behalf and as representative
<br />of the other underwriters (if any} named therein (collectively, the
<br />"Underwriters"), pursuant to which the Underwriters agree to purchase the
<br />2003 Certificates for sale to the public;
<br />
<br /> WHEREAS, the obligations of the County to make Installment Payments and
<br /> other payments pursuant to the Contract shall constitute limited obligations
<br /> of the County payable solely from currently budgeted appropriations of the
<br /> County and shall not constitute a pledge of the faith and credit of the
<br /> County within the meaning of any constitutional debt limitation;
<br />
<br /> WHEREAS, no deficlency judgment may be rendered against the County in
<br /> any action for breach of a contractual obligation under the Contract, and the
<br /> taxing power of the County is not and may not be pledged in any way directly
<br /> or indirectly or contingently to secure any moneys due under the Contract;
<br /> and
<br />
<br /> WHERE,%S, the Board of Commissioners desires to approve the Financing
<br /> Documents and to authorize other actions in connection therewith;
<br />
<br /> NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners, as
<br /> follows:
<br />
<br /> Section 1. All actions taken by or on behalf of the County to date to
<br /> effectuate the proposed financing, including the selection of the
<br /> Underwriters and Helms Mulliss & Wicker, PLLC, as special counsel, are hereby
<br /> ratified, approved and authorized pursuant to and in accordance with the
<br /> transactions contemplated by the F~nancing Documents.
<br />
<br /> Section 2. The acquisition, construction and equipping of the 2003
<br /> Project, the financing thereof and the granting of security interests
<br /> therein, all as provided ~n the Financing Documents referenced in this
<br /> Resolution, are hereby ratified and approved.
<br />
<br /> Section 3. Each of the Contract, the Purchase Contract and the Deed of
<br /> Trust is hereby approved in substantially the form submitted to this meeting,
<br /> and each of the Chairman of the Board of Commissioners or the County Manager
<br />
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