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• THIS TRUST AGREEMENT is dated as of December 1, 2010, is between <br />ORANGE COUNTY PUBLIC FACILITIES COMPANY, a North Carolina nonprofit <br />corporation (the "Company"), and THE BANK OF NEW YORK MELLON TRUST <br />COMPANY, N.A., a national banking association having an office in Jacksonville, <br />Florida, as trustee (the "Trustee"), and relates to the execution and delivery of <br />[$85,000,000] Limited Obligation Bonds.(the "2010 Bonds"). <br />RECITALS: <br />The Company and Orange County, North Carolina (the "County"), have entered <br />into an Installment Financing Contract also dated as of December 1, 2010 (the "Financing <br />Contract"). The Financing Contract provides for the Company's advance to the County of <br />funds to be used, together with other available funds, to refinance certain existing <br />financing obligations, to provide for the acquisition of certain equipment, and to pay <br />financing and other related costs. <br />The County will make "Installment Payments" under the Financing Contract in <br />amounts sufficient to repay with interest the amount advanced under the Financing <br />Contract. The Installment Payments in turn will be sufficient to pay the components of <br />principal and interest represented by the 2010 Bonds. <br />• The Company is providing for the execution and delivery of the 2010 Bonds to <br />raise funds for the advance under the Financing Contract. The 2010 Bonds evidence <br />proportionate and undivided interests in the Installment Payments. <br />As security for the payment of the Bonds, the Company has agreed to assign to the <br />Trustee, without recourse against the Company, the specific security described below. <br />Unless the context clearly requires otherwise, capitalized terms used in this Trust <br />Agreement and not otherwise defined will have the meanings set forth in Exhibit A. <br />NOW, THEREFORE, for and in consideration of the mutual promises and <br />covenants contained in this Trust Agreement, the parties agree as follows: <br />ARTICLE I <br />THE BONDS <br />Section 1.01. Provision for 2010 Bonds. The Company will prepare and <br />execute, and the Trustee will authenticate and deliver, 2010 Bonds in an aggregate <br />• principal amount of [$85,000,000] evidencing proportionate and undivided ownership <br />interests in the Installment Payments. <br />Section 1.02. Form and Details; Payments. <br />2 <br />