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October 19, 2009 (Regular Meeting) Page 1665
<br />directly or indirectly or contingently to secure any moneys due under the
<br />2001 Contract; and
<br />WHEREAS, the Board of Commissioners desires to approve the Financing
<br />Documents and to authorize other actions in connection therewith;
<br />NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners, as
<br />follows:
<br />Section 1. All actions taken by or on behalf of the County to date to
<br />effectuate the proposed plan of refinancing, including the selection of the
<br />Underwriters and McGuireWoods LLP, as special counsel, are hereby ratified,
<br />approved and authorized pursuant to and in accordance with the transactions
<br />contemplated by the Financing Documents.
<br />Section 2. The refinancing of all or a portion of the prior
<br />installment financing contract and the Refinanced Project, and the granting
<br />of security interests therein, all as provided in the Financing Documents
<br />referenced in this Resolution, are hereby ratified and approved.
<br />Section 3. Each of the 2001 Contract Amendment, the 2009B Purchase
<br />Contract and the Escrow Agreement is hereby approved in substantially the
<br />form submitted to this meeting, and each of the Chairman of the Board of
<br />Commissioners or the County Manager is hereby authorized to execute and
<br />deliver each of those documents in the name and on behalf of the County, with
<br />such changes, insertions or omissions as the persons executing such documents
<br />may approve, including but not limited to changes, insertions or omissions
<br />related to obtaining a policy of municipal bond insurance with respect to all
<br />or a portion of the 2009B Certificates, the execution and delivery of the
<br />2009B Certificates to constitute conclusive evidence of such approval. The
<br />County Clerk is hereby authorized to affix the seal of the County to each of
<br />said documents as may be appropriate and to attest to the same.
<br />Section 4. The Supplemental Trust Indenture (including the form of
<br />2009B Certificate) is hereby approved in substantially the form submitted to
<br />this meeting, with such changes, insertions or omissions as appropriate,
<br />including but not limited to changes, insertions or omissions related to
<br />obtaining a policy of municipal bond insurance with respect to all or a
<br />portion of the 2009B Certificates, as the representative(s) of the County
<br />executing the 2001 Contract Amendment may approve, the execution and delivery
<br />of the 2001 Contract Amendment to constitute conclusive evidence of such
<br />approval. The Board of Commissioners hereby approves the sale of the 2009H
<br />Certificates by the Corporation in an aggregate principal amount not in
<br />excess of the amount of moneys to be advanced to the County pursuant to the
<br />2001 Contract Amendment.
<br />Section 5. Each of the Preliminary Official Statement and the Official
<br />Statement, in substantially the form of the Preliminary Official Statement
<br />submitted to this meeting, is hereby approved in substantially such form,
<br />with such changes, insertions and omissions as appropriate, including but not
<br />limited to changes, insertions or omissions related to obtaining a policy of
<br />municipal bond insurance with respect to all or a portion of the 2009B
<br />Certificates, and the use thereof by the Underwriters in connection with the
<br />public offering and sale of the 2009B Certificates is hereby authorized.
<br />Each of the Chairman of the Board of Commissioners or the County Manager is
<br />hereby authorized to execute and deliver in the name and on behalf of the
<br />County the final Official Statement in substantially such form, with such
<br />changes, insertions and omissions, including but not limited to changes,
<br />insertions or omissions related to obtaining a policy of municipal bond
<br />insurance with respect to all or a portion of the 2009B Certificates, as the
<br />person executing the final Official Statement may approve, the execution and
<br />delivery thereof to constitute conclusive evidence of such approval.
<br />Section 6. Each of the Chairman of the Board of Commissioners, the
<br />County Manager and the Director of Finance are authorized to approve all
<br />details of the refinancing of all or a portion of the prior installment
<br />financing contract and the Refinanced Project, including, without limitation,
<br />the amount advanced under 2001 Contract Amendment and the aggregate principal
<br />amount of the 2009B Certificates (which shall not exceed $27,535,000), the
<br />maturities, the principal amounts and the interest amounts of the Installment
<br />Payments and the 2009B Certificates, which interest amounts (calculated with
<br />respect to the 2009E Certificates) shall not exceed 6.08 per annum on an
<br />effective interest cost basis, the prepayment terms and prices (which shall
<br />not exceed 1038 of the principal amount being prepaid) and the Underwriters'
<br />discount (exclusive of any original issue discount), which shall not exceed
<br />2.08 of the principal amount of the 2009B Certificates). Execution of the
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