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January 7, 2008 (Recessed Meeting) Page 664
<br />pursuant to the installment financing contract between the County and the
<br />Corporation;
<br />WHEREAS, there have been submitted to this meeting draft forms of the
<br />following documents (the "Financing Documents") with respect to the
<br />refinancing of the prior installment financing contract and the Refinanced
<br />Project:
<br />(1) an Installment Financing Contract, proposed to be dated as of
<br />January 1, 2008 (the "Contract"), between the County and the Corporation as
<br />counterpart y, pursuant to which the Corporation will advance moneys to the
<br />County to refinance the prior installment financing contract and the
<br />Refinanced 2008 Project and the County agrees to make periodic installment
<br />payments (the "Installment Payments") to repay the moneys so advanced, with
<br />interest;
<br />(2) a Deed of Trust and Security Agreement (the "Deed of Trust"),
<br />proposed to be dated as of January 1, 2008, 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 />(3) an Indenture of Trust, proposed to be dated as of January 1, 2008
<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 20086 (the "20086
<br />Certificates"), the proceeds of which will be used to advance the moneys to
<br />the County under the Contract;
<br />(9) an Escrow Deposit Agreement, proposed to be dated as of January
<br />1, 2008 (the "Escrow Agreement"), between the County and the escrow agent
<br />named therein, as escrow agent (the "Escrow Agent"), pursuant to the terms of
<br />which the proceeds of the 20086 Certificates will be deposited and invested
<br />pending disbursement of such funds to refinance the prior installment
<br />financing contract;
<br />(5) a Preliminary Official Statement to be dated on or about January
<br />8, 2008 (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 January 29, 2008 (the "Official
<br />Statement"), pursuant to which the 20086 Certificates are to be offered and
<br />sold to the public; and
<br />(6) a Contract of Purchase, including the exhibits attached thereto,
<br />to be dated on or about January 29, 2008 (the "Purchase Contract") between
<br />the Corporation and UBS Securities LLC, on its own behalf and as
<br />representative of the other underwriters (if any) named therein
<br />(collectively, the "Underwriters"), pursuant to which the Underwriters agree
<br />to purchase the 20086 Certificates for sale to the public;
<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 />WHEREAS, no deficiency 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 />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 Helms Mullis & Wicker, PLLC, as special counsel, are hereby
<br />ratified, approved and authorized pursuant to and in accordance with the
<br />transactions contemplated by the Financing Documents.
<br />Section 2. The refinancing of the prior installment financing contract
<br />and the Refinanced Project, and the granting of security interests therein,
<br />all as provided in the Financing Documents referenced in this Resolution, are
<br />hereby ratified and approved.
<br />Section 3. Each of the Contract, the Purchase Contract, the Escrow
<br />Agreement and the Deed of Trust is hereby approved in substantially the form
<br />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 the
<br />20066 Certificates, their execution and delivery thereof to constitute
<br />conclusive evidence of such approval. The County Clerk is hereby authorized
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