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r <br /> � 1 <br /> Resolution Regarding Modification Agreement for McDougle Elementary Financier <br /> WHEREAS: In January, 1995, Orange County entered into a financing arrangement <br /> with NationsBank for the construction of McDougle Elementary School. The Finance <br /> Director has secured a proposal from NationsBank to reduce the interest rate on the financing <br /> from 5.71% to 4.59%. The Finance Director has presented to this meeting a draft dated April <br /> 23, 1999, of a Modification Agreement(the "Agreement")to carry out this reduction. <br /> BE IT RESOLVED by the Board of Commissioners of Orange County, North <br /> Carolina, as follows: <br /> 1. The Board determines that the County shall enter into the Agreement. The <br /> Chair and Vice Chair of the County's Board of Commissioners, or either of them, are hereby <br /> authorized and directed to execute and deliver the Agreement, and the Clerk to this Board (or <br /> any assistant clerk) is hereby authorized and directed to affix the County's seal to the <br /> Agreement and to attest the same. <br /> 2. The Agreement shall be in substantially the form submitted to this meeting, <br /> which is hereby approved, with such changes as may be approved by the Chair or Vice <br /> Chair, such officer's execution to constitute conclusive evidence of such officer's approval of <br /> any such changes. The Agreement in final form, however, must provide for a nominal <br /> annual interest rate (in the absence of default or change in tax status) not to exceed 4.59%, <br /> and for no extension of the financing term or increase in the outstanding principal balance of <br /> the financing. <br /> 3. The Finance Director is authorized and directed to hold executed copies of the <br /> Agreement, and any other documents authorized or permitted by this resolution, in escrow on <br /> the County's behalf until the conditions for the delivery of such documents have been <br /> completed to such officer's satisfaction, and thereupon to release the executed copies of such <br /> documents for delivery. This authorization and direction is hereby specifically extended to <br /> authorize the Finance Director to approve changes to any documents (including the <br /> Agreement) or closing certifications previously signed by County officers or employees, <br /> subject to the limitations of paragraph 2 and provided that such changes shall not <br /> substantially alter the intent of such certificates from that expressed in the forms of such <br /> certificates as executed by such officers. The Finance Director's release of any such <br /> document for delivery shall constitute conclusive evidence of such officer's approval of any <br /> such changes. <br /> 4. All County officers are authorized and directed to deliver all certificates and <br /> instruments and to take all such further action as they may consider necessary or desirable in <br /> connection with the execution and delivery of the Agreement and the consummation of the <br /> contemplated transactions. All other actions of County officers in furtherance of the purposes <br /> of this resolution are hereby ratified, approved and confirmed. <br /> 5. All other resolutions, or parts thereof, in conflict with this resolution are <br /> hereby repealed to the extent of the conflict. This resolution shall take effect immediately. <br />