2013-06-03 RM Exhibits Eyt
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County Management
Records Retention and Disposition Schedule
The records retention and disposition schedule and retention periods governing the records series listed herein are
hereby approved. In accordance with the provision of Chapters 121 and 132 of the General Statutes of North
Carolina,it Is agreed that the records do not and will not have further use or value for official business,research,
or reference purposes after the respective retention periods specified herein and are authorized to be destroyed
or otherwise disposed of by the agency or official having custody of them without further reference to or approval
of either party to this agreement. The local government agency agrees to comply with 07 NCAC 04M.0510 when
deciding on a method of destruction. Confidential records will be destroyed In such a manner that the records
` cannot be practicably read or reconstructed. However, records subject to audit or those legally required for
i ongoing official proceedings must be retained until released from such audits or official proceedings,
notwithstanding the Instructions of this schedule. Public records, Including electronic records, not listed In this
schedule are not authorized to be destroyed.
This local government agency and the Department of Cultural Resources agree that certain records series possess
j only brief administrative,fiscal,legal,research,and reference value. These records series have been designated by
retention periods which allow these records to be destroyed when "administrative value ends." The local
government agency hereby agrees that it will establish and enforce internal policies setting minimum retention
periods for the records that Cultural Resources has scheduled with the disposition instruction "destroy when
administrative value ends." If a county does not establish internal policies and retention periods,the county is not
complying with the provisions of this retention schedule and Is not authorized by the Department of Cultural
Resources to destroy the records with the disposition Instruction 'destroy when administrative value ends."
The local government agency and the Department of Cultural Resources concur that the long-term and/or
permanent preservation of electronic records require additional commitment and active management by the
agency. The agency agrees to comply with all policies,standards,and best practices published by the Department
of Cultural Resources regarding the creation and management of electronic records.
It Is further agreed that these records may not be destroyed prior to the time periods stated; however, for
sufficient reason they may be retained for longer periods. This schedule is to remain in effect from the date of
approval until it is reviewed and updated.
APPROVAL RECOMMENDED
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Jhlm1nIstrk4W0—f(lcer/ Sarah E. Koonts, Director
County Manager Division of Archives and Records
APPROVED
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Chairman,Bd.County ommissloners G0 E Y. Susan W.Kluttz,Secretary
Department of Cultural Resources
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April 15,2013 -
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NORTH CAROLINA STATE DEPARTMENT OF TRANSPORTATION
REQUEST FOR ADDITION TO STATE MAINTAINED
SECONDARY ROAD SYSTEM Exhibit
North Carolina Book�M&Paue
County of New Hanover
Road(s) Description:Deer Hill Drive and New Hope Place located within the Deer
Crossing Subdivision in New Hanover County (Division File No.
1193-N).
WHEREAS, a petition has beenfiled with the Board ofCounty Commissioners ofthe
County ofNew Hanover requesting that the above described road(s), the location ofwhich
has been indicated on a map, be added to the Secondary Road System; and
WHEREAS, the Board of County Commissioners is of the opinion that the above
described road(s) should be added to the Secondary Road System, if the road(s) meets
minimum standards and criteria established by the Division ofHighways ofthe Department
of Transportation for the addition ofroads to the System.
NOW, THEREFORE, be it resolved b the Board ofCommissioners ofthe County of
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New Hanover that the Division of Highways is hereby requested to review the above
described road(s), and to take over the road(s)for maintenance if they meet established
standards and criteria.
CERTIFICATE
The foregoing resolution was duly adopted by the Board of Commissioners of the
County of New Hanover at a meeting on the 3 d day of June, 2013.
WITNESS my hand and official seal this the 3d day of June, 2013.
04-rY.Nn
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Sheila L. Schult, Clerk to the Board
New Hanover County Board of Commissioners
Form SR-2
Please Note: Forward directly to the District Engineer,Division of Highways.
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Exhib�t►d.LL
Book Page
NEW HANOVER COUNTY BOARD OF COMMISSIONERS
RESOLUTION IN SUPPORT OF
SECONDARY ROAD CONSTRUCTION PROGRAM
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WHEREAS, the New Hanover County Board of Commissioners conducted a Public Hearing on
the planned construction of Secondary Roads in New Hanover County on June 3, 2013; and
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WHEREAS, presented at the meeting were the North Carolina Department of Transportation's
plans for Secondary Roads to be scheduled for pavement in the near future, said plans presented
j in a document published at that meeting and naming the various roads and their location; and
k WHEREAS, the allocation for New Hanover County is estimated to be $1,550,768.56 and was
to include rural roads that will serve the citizens of New Hanover County; and
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WHEREAS, the Public Hearing gave the Commissioners and the citizens of New Hanover
County an opportunity to inquire and have explained to them the particular facets of the
Secondary Road Improvements in the County; and
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WHEREAS, the Commissioners found the plans satisfactory for the immediate future of New
j Hanover County, hoping that progress for road improvements in New Hanover County would
I continue to expand.
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! NOW, THEREFORE, BE IT RESOLVED by the New Hanover County Board of
Commissioners, that the Secondary Road Construction Program devised for Fiscal Years 2011-
; 2013 and endeavors to have all roads in New Hanover County meet the needs of its citizens and
visitors was approved at the June 3, 2013 meeting.
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ADOPTED,this the 3`d day of June, 2013.
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Exhibit
Book Page
NEW HANOVER COUNTY BOARD OF COMMISSIONERS
RESOLUTION
AUTHORIZING NEW HANOVER COUNTY TO PAY ECONOMIC
DEVELOPMENT INCENTIVES
WHEREAS, General Electric Company, or its associated entities ("Company')
proposes to expand its aviation business facility and staffing in Wilmington, NC;
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WHEREAS, the project will include facility improvements and equipment and
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hiring of additional employees;
WHEREAS, in connection with the development of the project, the Company
shall invest at least 63 million dollars in the improvements and facilities that will be
located on the property (collectively, the "Facility") and to employ 35 new hires, together
with the current staffing over five years;
WHEREAS, payments for facility improvements and acquisition of personal
property will be contingent upon securing a certificate of occupancy, bills of sale, and
other appropriate documentation;
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WHEREAS, under a required incentive Agreement ("Agreement"), the County
would agree not to award the economic development incentive grants until the
Company reaches the jobs and facilities investment benchmarks, as those terms shall
be defined in the required Agreement;
WHEREAS, the Company's location of the project at the Facility would, in
addition to bringing the jobs described above, produce revenue for local business and
the County due to the employment of individuals and the spending of the Company;
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WHEREAS, the Company's investment at the Facility would substantially
I enhance the County's property tax base and increase the County's property tax
Irevenues;
WHEREAS, the employment of 35 new full-time persons at the Facility would
create jobs for the area and provide a positive economic impact for the County;
WHEREAS, pursuant to the provisions of North Carolina General Statutes §158-
7.1, this Board of Commissioners deems it is desirable and in the best interest of the
County and its businesses and residents to offer certain economic development
incentives to the Company and to enter into an Agreement with the Company; and
WHEREAS, this Board of Commissioners has organized and approved the
holding of a public hearing at the Board's June 3, 2013 regular meeting, to discuss and
approve certain economic development incentives to the Company.
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NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of New
Hanover County, as follows:
Page 1 of 2
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1. The Board of Commissioners approves appropriating and spending from
the County's general fund amounts to make cash grants of $175,000 annually, totaling
$875,000 over a period of five years, contingent upon the Company improving and
equipping Facility costing at least 63 million dollars and hiring 35 new full time
employees in addition to the current staffing.
2. To implement these incentives, the Board of Commissioners hereby
authorizes County staff to prepare an Incentive Agreement and . authorizes the
Chairman of the Board of Commissioners and/or the County Manager to execute that
Incentive Agreement on the County's behalf and to take all actions necessary to
implement the actions and grants required by that Agreement.
3. By and with the approval of the County Attorney, the Chairman and/or
County Manager is hereby authorized, empowered and directed to do any and all other
acts and to execute any and all other documents deemed necessary and appropriate to
consummate the transactions contemplated by this Resolution, including without
limitation to negotiate and approve changes to that Agreement's language that does not
increase the amounts of the cash grants the County is required to pay the Company, or
decrease the amount the Company is required to refund the County under the
Agreement, except that none of the above shall be authorized or empowered to do
anything or execute any document which is in contravention, in any way, of the specific
provisions of this Resolution.
This the 3rd day of June, 2013
GovNTY.NO NEW NO R OU A r SE
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Sheila L. Schult, Clerk to the Board
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NEW HANOVER COUNTY BOARD OF COMMISSIONERS
RESOLUTION RECOGNIZING THE ARTS COUNCIL Exhibit
OF WILMINGTON AND NEW HANOVER COUNTY Book—M-6age
WHEREAS, New Hanover County had been without the leadership and support of an arts council for a
decade before the launch of the Arts Council of Wilmington and New Hanover County in 2011; and
WHEREAS, the creation of the Arts Council of Wilmington and New Hanover County means that all of the
top 10 most populous counties in North Carolina now have local arts councils that are catalysts for
economic development; and
WHEREAS, the Arts Council of Wilmington and New Hanover County is the Designated County Partne
for the North Carolina Arts Council; and
WHEREAS, the Arts Council of Wilmington and New Hanover County will administer the Grassroots
Grant Program and Regional Artist Project Grant Program for the North Carolina Arts Council; and
WHEREAS, arts and cultural organizations in New Hanover County have $5.7 million in direct
expenditures annually, with $15.1 million in event-related spending by arts and culture audiences
(excluding the cost of admission); and
WHEREAS, arts and culture organizations and their audiences support 799 full-time equivalent jobs in
New Hanover County; and
WHEREAS, spending by arts and culture organizations and their audiences generate more than $1
million in government revenue; and
WHEREAS, the Arts Council of Wilmington and New Hanover County will work:
0 to establish the region as an arts destination,
0 to promote arts-driven economic development,
to significantly contribute to quality of life in the region,
0 to provide a stream of funding to support the sustainability of artists and arts organizations,
a to facilitate communication and collaboration within the arts community, and
0 to advocate for the arts at the local, state and national levels.
NOW, THEREFORE, BE IT RESOLVED, that the New Hanover County Board of Commissioners hereby
officially recognizes the Arts Council of Wilmington and New Hanover County; and
BE IT FURTHER RESOLVED, that the Arts Council of Wilmington and New Hanover County, through
public-private partnerships, will ensure that all citizens have access to a wide range of arts experiences,
including literary, visual, performing, and traditional arts.
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ADOPTED this the 3r day of June, 2013.
NE VER CO T
oody White, hairman
ATTEST:
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SheMilaL'9chuit, Clerk to the 135aTd
Book Page
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RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF
NEW HANOVER,NORTH CAROLINA AUTHORIZING THE ISSUANCE OF
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HOSPITAL REVENUE REFUNDING BONDS, ADOPTING A SERIES
RESOLUTION AND CERTAIN RELATED MATTERS
WHEREAS, the Board of Commissioners (the "Board") of the County of New Hanover, North
Carolina(the "County") has determined that it is advisable to (a) provide for the current refunding of all
of the County's outstanding Variable Rate Hospital Revenue Refunding Bonds (New Hanover Regional
Medical Center) Series 2005A-1, Series 2005A-2, Series 200511-1 and Series 2005B-2 (collectively, the j
j "Refunded Bonds")to generate debt service savings and to fix the interest rates related thereto, (b)finance
certain termination payments in connection with interest rate hedging agreements entered into by the New
Hanover Regional Medical Center (the "Corporation") relating to the Refunded Bonds (collectively, the
"Swaps")and(c)pay certain costs of issuance;
WHEREAS, the Board desires to adopt the Series Resolution set forth below and to authorize the
County Manager, the Finance Director and the County Attorney of the County to take certain actions in
connection of the County's issuance of its hospital revenue refunding bonds (the "Refunding Bonds")to
` refund the Refunded Bonds and to take all other action necessary in connection therewith.
NOW, THEREFORE BE IT RESOL VED by the Board, as follows:
Section 1. The Board hereby authorizes the issuance and sale of not exceeding $60,000,000
aggregate principal amount of the County of New Hanover, North Carolina Hospital Revenue Refunding
Bonds (New Hanover Regional Medical Center) Series 2013. In connection therewith, the Series
Resolution presented to the Board and named as follows is hereby adopted by the Board:
"SERIES RESOLUTION AUTHORIZING AND APPROVING THE ISSUANCE AND SALE OF
NOT EXCEEDING$60,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE COUNTY OF
NEW HANOVER, NORTH CAROLINA HOSPITAL REVENUE REFUNDING BONDS (NEW
i HANOVER REGIONAL MEDICAL CENTER) SERIES 2013 FOR THE PURPOSE OF
PROVIDING FUNDS, TOGETHER WITH ANY OTHER AVAILABLE FUNDS, TO
CURRENTLY REFUND ALL OR A PORTION OF THE COUNTY'S OUTSTANDING
VARIABLE RATE HOSPITAL REVENUE REFUNDING BONDS (NEW HANOVER
REGIONAL MEDICAL CENTER) SERIES 2005, AUTHORIZING THE DISTRIBUTION OF
j THE PRELIMINARY OFFICIAL STATEMENT,AND AUTHORIZING AND APPROVING THE
FORM AND TERMS OF THE OFFICIAL STATEMENT,AN EIGHTH AMENDMENT TO THE
LEASE AGREEMENT AND THE BOND PURCHASE AGREEMENT AND THE EXECUTION
AND DELIVERY OF THE OFFICIAL STATEMENT, AN EIGHTH AMENDMENT TO THE
LEASE AGREEMENT AND THE BOND PURCHASE AGREEMENT AND THE DISTRIBUTION
AND USE OF THE PRELIMINARY OFFICIAL STATEMENT AND THE OFFICIAL
STATEMENT IN CONNECTION WITH THE PUBLIC OFFERING OF SUCH REFUNDING
BONDS AND SUCH OTHER MATTERS RELATED THERETO"
Section 2. That the County Manager, the Finance Director, the Clerk and the County
Attorney of the County(together with any officers of the Corporation) are hereby authorized and directed
to take all such action as set forth in the Series Resolution to complete the issuance and sale of the
Refunding Bonds,Including, without limitation, executing and delivering for and on behalf of the County
! any and all additional certificates, documents, opinions or other papers and perform all other acts as may
be required or advisable by the Series Resolution or as they may deem necessary or appropriate to
Iimplement and carry out the intent and purposes of this Resolution.
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Section 3. That this Resolution shall become effective on the date of its adoption.
PPAB 2087235v1
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Adopted,this the 3rd day of June 2013.
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ATTEST:
SHEILA L.SCHULT,CLERK TO THE BOARD
STATE OF NORTH CAROLINA )
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COUNTY OF NEW HANOVER )
I, Sheila L. Schult, Clerk to the Board of Commissioners of the County of New Hanover, North
Carolina, DO HEREBY CERTIFY that the foregoing is a true and exact copy of the resolutions titled
"RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH
CAROLINA AUTHORIZING THE ISSUANCE OF HOSPITAL REVENUE REFUNDING BONDS,ADOPTING A
SERIES RESOLUTION AND CERTAIN RELATED MATTERS" adopted by the Board of Commissioners of
the County of New Hanover,North Carolina in regular session convened on the 3rd day of June, 2013,as
recorded in the minutes of the Board of Commissioners of the County of New Hanover,North Carolina.
WITNESS my hand and the seal of the County of New Hanover,North Carolina, this the 3rd day
of June,2013.
O�NFY•NO
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y Sheila L. Schult, Clerk to the Board of Commissioners
o County of New Hanover,North Carolina
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PPAB 2087235v1 2
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COUNTY OF NEW HANOVER.)NORTH CAROLINA
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SERIES RESOLUTION
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Adopted
June 3,2013
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PPAB 2072845v7
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS..........................................................................................................................2
Section 1.01 Meaning of Words and Terms................................................................................2
Section 1.02 Rules of Construction.............................................................................................7
ARTICLE II THE SERIES 2013 BONDS....................................................................................................7
Section 2.01 Authority for and Issuance of Series 2013 Bonds..................................................7
Section 2.02 Maturity; Interest Rates..........................................................................................7
Section 2.03 Payment of Principal of and Interest on the Series 2013 Bonds............................7
Section 2.04 Defaulted Interest...................................................................................................8
Section 2.05 Temporary Series 2013 Bonds...............................................................................8
Section 2.06 Mutilated,Lost, Stolen or Destroyed Bonds..........................................................8
Section 2.07 Transfer and Exchange of Series 2013 Bonds;Persons Treated as
Owners................................................................................................................8
Section 2.08 Book-Entry Only System.....................................................................................10
Section 2.09 Successor Securities Depository; Transfers Outside Book-Entry
OnlySystem......................................................................................................10
Section 2.10 Payments and Notices to Cede&Co...................................................................11
Section 2.11 Conditions Precedent to Initial Delivery of Series 2013 Bonds...........................11
Section 2.12 Authorization of Refunding and Optional Redemption of Series
2005 Bonds.......................................................................................................13
ARTICLE III REDEMPTION OF BONDS................................................................................................13
Section 3.01 Redemption Dates and Prices...............................................................................13
Section 3.02 Notice of Redemption; Selection of Series 2013 Bonds for
Redemption; and Cancellation..........................................................................14
ARTICLE IV APPLICATION OF SERIES 2013 BOND PROCEEDS.....................................................16
Section4.01 Deposit of Funds..................................................................................................16
Section4.02 Expense Fund.......................................................................................................16
ARTICLE V SECURITY; FUNDS AND ACCOUNTS ............................................................................16
Section 5.01 Security for the Series 2013 Bonds......................................................................16
Section 5.02 Establishment of Funds and Accounts.................................................................17
Section 5.03 Principal Account.................................................................................................17
Section 5.04 Interest Account...................................................................................................17
Section 5.05 Sinking Fund Account..........................................................................................17
Section 5.06 Redemption Fund.................................................................................................18
ARTICLE VI DEPOSITORIES OF MONEY, SECURITY FOR DEPOSITS,
INVESTMENTOF FUNDS..........................................................................................................18
Section 6.01 Security for Deposits............................................................................................18
Section 6.02 Investment of Money...........................................................................................18
Section6.03 Valuation..............................................................................................................19
ARTICLE VII EVENTS OF DEFAULT....................................................................................................20
Section 7.01 Events of Default..................................................................................................20
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ARTICLE VIII THE TRUSTEE.................................................................................................................
Section 8.01 Acceptance of Duties by Trustee.........................................................................20
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ARTICLE IX SUPPLEMENTAL SERIES RESOLUTIONS ......20
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Section 9.01 Procedure for Adoption of Supplemental Series Resolutions..............................20
Section 9.02 Exclusion of Series 2013 Bonds...........................................................................20
ARTICLE X DEFEASANCE.....................................................................................................................20
Section 10.01 Cessation of Interest of Holders and Repeal of Series Resolution.......................20
ARTICLE XI MISCELLANEOUS PROVISIONS 21
Section 11.01 Manner of Giving Notice ......................................21
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Section 11.02 Trustee,County,Corporation and Holders Alone Have Rights
' Under Series Resolution 22
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Section 11.03 Effect of Partial Invalidity....................................................................................22
Section 11.04 Effect of Covenants..............................................................................................22
Section 11.05 Dealing in Series 2013 Bonds 22
I Section 11.06 Approval of Purchase Agreement and Eighth Amendment to
Lease Agreement ...............................................................23
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Section 11.07 Approval of Preliminary Official Statement and Official
Statement..........................................................................................................23
Section 11.08 Appointment of County Representative and Authorization for
! Other Acts ...................................................23
Section 11.09 No Recourse Against Commissioners, Directors,Officers or
Employees of County,Corporation or Local Government
Commission......................................................................................................23
Section11.10 Headings...............................................................................................................24
Section 11.11 Continuing Disclosure..........................................................................................24
Section11.12 Arbitrage..............................................................................................................24
( Section 11.13 Tax Covenant.......................................................................................................24
Section 11.14 Notice to Local Government Commission and Rating Agencies.........................24
Section 11.15 Provisions Relating to Local Government Commission......................................25
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Section 11.16 Amended and Restated Series Resolution Effective............................................25
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' EXHIBIT A FORM OF SERIES 2013 BONDS.......................................................................................A-1
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PPAB 20728450
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SERIES RESOLUTION AUTHORIZING AND APPROVING THE ISSUANCE AND SALE OF
NOT EXCEEDING $60,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE COUNTY OF
NEW HANOVER, NORTH CAROLINA HOSPITAL REVENUE REFUNDING BONDS (NEW
HANOVER REGIONAL MEDICAL CENTER) SERIES 2013 FOR THE PURPOSE OF
PROVIDING FUNDS, TOGETHER WITH ANY OTHER AVAILABLE FUNDS, TO
CURRENTLY REFUND ALL OR A PORTION OF THE COUNTY'S OUTSTANDING
VARIABLE RATE HOSPITAL REVENUE REFUNDING BONDS (NEW HANOVER
REGIONAL MEDICAL CENTER) SERIES 2005, AUTHORIZING THE DISTRIBUTION OF
THE PRELIMINARY OFFICIAL STATEMENT,AND AUTHORIZING AND APPROVING THE
FORM AND TERMS OF THE OFFICIAL STATEMENT,AN EIGHTH AMENDMENT TO THE
LEASE AGREEMENT AND THE BOND PURCHASE AGREEMENT AND THE EXECUTION
AND DELIVERY OF THE OFFICIAL STATEMENT, AN EIGHTH AMENDMENT TO THE
LEASE AGREEMENT AND THE BOND PURCHASE AGREEMENT AND THE DISTRIBUTION
AND USE OF THE PRELIMINARY OFFICIAL STATEMENT AND THE OFFICIAL
STATEMENT IN CONNECTION WITH THE PUBLIC OFFERING OF SUCH REFUNDING
BONDS AND SUCH OTHER MATTERS RELATED THERETO
RECITALS
WHEREAS, the County of New Hanover, North Carolina(the "County") is a political subdivision
of the State of North Carolina, which owns New Hanover Regional Medical Center, a public general
acute-care hospital facility;
WHEREAS, the County is empowered, under the Constitution and laws of the State of North
Carolina, particularly The State and Local Government Revenue Bond Act, Article 5, Chapter 159 of the
General Statutes of North Carolina, as amended (herein called the"Act"),to undertake the obligations and
commitments on its part set forth herein;
WHEREAS, the Board of Commissioners of the County (the "Board") adopted a Bond Order on
October 6, 1993, as amended by a First Supplemental Bond Order adopted by the Board on February 5,
1999 and a Second Supplemental Bond Order adopted by the Board on December 7, 2005 (collectively,
the"Bond Order"), authorizing the issuance of hospital revenue bonds;
WHEREAS, under the Bond Order and pursuant to a Series Resolution adopted by the Board on
December 7, 2005, the County issued its $79,070,000 Variable Rate Hospital Revenue Refunding Bonds
(New Hanover Regional Medical Center) Series 2005A-1, Series 2005A-2, Series 2005B-1 and Series
2005B-2(collectively,the"Series 2005 Bonds"),of which$58,560,000 remain outstanding;
WHEREAS, the County has deemed it advisable to adopt this Series Resolution (this "Series
Resolution") and to issue its Hospital Revenue Refunding Bonds (New Hanover Regional Medical
Center) Series 2013 (the "Series 2013 Bonds"), as in this Series Resolution hereinafter provided, for the
purpose of providing funds,together with any other available funds,to(a) currently refund all or a portion
of the outstanding Series 2005 Bonds, (b) finance certain required to termination in whole or in part of
certain interest rate hedging agreements entered into by New Hanover Regional Medical Center (the
"Corporation") relating to the Refunded Bonds (collectively, the "Swaps" and as further defined below)
and(c)pay certain expenses of issuing the Series 2013 Bonds;
WHEREAS, the County has determined that the issuance of the Series 2013 Bonds is in the best
interest of the County; and
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WHEREAS, the County has determined that the Series 2013 Bonds, the Certificate of the Local
Government Commission and the Certificate of Authentication to be endorsed by the Trustee on all Series
2013 Bonds as provided herein shall be, respectively, substantially in the forms, with such variations,
' omissions and insertions as may be specified by the County or otherwise required or permitted by this
Series Resolution,attached hereto as Exhibit A; now therefore,
BE IT RESOLVED by the Board of Commissioners of the County of New Hanover, North j
Carolina:
ARTICLE I
I
j DEFINITIONS
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Section 1.01 Meaning of Words and Terms. Unless otherwise required by the context,
words and terms used herein which are defined in the Bond Order shall have the meanings assigned to
them therein,except as hereinafter set forth:
"Affiliate" means a corporation, limited liability company, partnership,joint venture, association,
business trust or similar entity (i)which controls, is controlled by or is under common control with,
directly or indirectly, a Person; or (ii)a majority of the members of the governing body of which are
members of the governing body of a Person. For the purposes of this definition, control means with
respect to: (a) a corporation having stock, the ownership, directly or indirectly, of more than 50% of the j
securities (as defined in Section 2(1) of the Securities Act of 1933, as amended) of any class or classes,
the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the
governing body of such corporation; (b)a non-profit corporation not having stock, having the power to
elect or appoint, directly or indirectly, a majority of the members of the governing body of such
corporation; or (c) any other entity, the power to direct the management of such entity through the
ownership of at least a majority of its voting securities or the right to designate or elect at least a majority
E of the members of its governing body, by contract or otherwise. For the purposes of this definition,
"governing body" means with respect to: (a)a corporation having stock, such corporation's board of
directors and the owners, directly or indirectly, of more than 50% of the securities (as defined in
Section 2(1) of the Securities Act of 1933, as amended) of any class or classes, the holders of which are
ordinarily, in the absence of contingencies, entitled to elect a majority of the corporation's directors(both
i of which groups shall be considered a governing body); (b)a non-profit corporation not having stock,
such corporation's members if the members have complete discretion to elect the corporation's directors,
or the corporation's directors if the corporation's members do not have such discretion or if such
corporation has no members; and (c)any other entity, its governing board or body. For the purposes of
this definition, all references to directors and members shall be deemed to include all entities performing
the function of directors or members however denominated.
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"Authorized Denomination"means denominations of$5,000 and any whole multiple thereof.
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"Board"has the meaning set forth in the Preamble hereof.
"Bond Counsel" means any nationally recognized municipal bond counsel acceptable to the
County.
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I "Bond Fund"means the Fund by that name created under Section 5.02(a)hereof.
"Bond Order" means the bond order adopted by the Board on October 6, 1993, as supplemented
by a first supplemental bond order adopted by the Board on February 5, 1999 and a second supplemental
bond order adopted by the Board on December 7,2005.
PPAB 20728450 2
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"Bond Register" means the registration books of the County kept by the Trustee to evidence the
registration and transfer of Series 2013 Bonds.
"Bondholder," "holder," "Holder," "Owner" or "owner of the Series 2013 Bonds" means the
registered owner of any Series 2013 Bond and does not mean any beneficial owner of a Series 2013 Bond
whether through a book-entry system or otherwise.
"Business Day" means a day which is not (a)a Saturday, Sunday or legal holiday on which
banking organizations in the State of New York or the city in which the Principal Office of the Trustee is
located are authorized by law to close and on which such entity is in fact closed or(b)a day on which the
New York Stock Exchange is closed.
"Closing Date" means June 27, 2013 (or such other date that is specified in the Issuance, Sale or
Closing Certificate),the date of issuance and delivery of the Series 2013 Bonds.
"County"has the meaning set forth in the Preamble hereof.
"County Attorney"means the County Attorney of the County, the person performing the duties of
the County Attorney or the official succeeding to the County Attorney's principal functions.
"County Manager" means the County Manager of the County, the person performing the duties
of the County Manager or the official succeeding to the County Manager's principal functions.
"Date of Original Issuance"means the Closing Date.
"Defaulted Interest" means interest on any Series 2013 Bond which is payable but not duly paid
on the date due.
"Eighth Amendment to Lease Agreement" means the Eighth Amendment to Lease Agreement,
dated as of June 1,2013,by and between the County and the Corporation.
"Expense Fund"means the fund by that name created under Section 4.02 hereof.
"Finance Director" means the Finance Director of the County, the person performing the duties
of the Finance Director or the official succeeding to the Finance Director's principal functions.
"Fitch" means Fitch, Inc., a corporation organized and existing under the laws of the State of
Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall
no longer perform the functions of a securities rating agency, "Fitch" shall be deemed to refer to any
other nationally recognized securities rating agency designated by the Corporation by written notice to the
County and the Trustee and acceptable to the Local Government Commission.
"Fund"means any of the funds established pursuant to this Series Resolution.
"Immediate Notice" means notice by telephone, email transmission or telecopier to such address
as the addressee shall have provided in writing, promptly followed by written notice by first class mail,
postage prepaid; provided, however, that if any Person required to give an Immediate Notice shall not
have been provided with the necessary information as to the telephone, email transmission or telecopier
number of an addressee,Immediate Notice shall mean written notice by first class mail,postage prepaid.
"Independent Counsel" means an attorney duly admitted to practice law before the highest court
of any state and, without limitation, may include independent legal counsel for the Corporation, the
County or the Trustee.
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"Interest Account" means the account by that name created in the Bond Fund under Section 5.02
hereof.
"Interest Payment Date"means April 1 or October 1, as the case may be.
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"Interested Parties" means the County, the Corporation, the Trustee, the Paying Agent (if any),
! and the Bondholders.
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"Investment Grade" means (i)that rating of any Rating Agency with a rating then in effect with
respect to the Series 2013 Bonds that represents the lowest rating that any of such Rating Agencies
recognizes as being investment grade and(ii) each rating above such rating.
"Investment Obligations" means, for purposes of this Series Resolution, any form of investment
now or hereafter allowed by Section 159-30 of the General Statutes of North Carolina, as amended, or
any successor statute.
"Issuance, Sale and Closing Certificate" means the certificate of the Finance Director filed
pursuant to this Series Resolution with the Trustee on the Closing Date setting forth certain details of the
Series 2013 Bonds and other terms and provisions relating to the sale and issuance of the Series 2013
Bonds as provided for herein together with such other details, terms and provisions as the Finance
Director may determine.
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"Letter of Representations"means the Blanket Letter of Representations from the County to DTC
! dated August 21, 1995.
"Local Government Commission" means the Local Government Commission of North Carolina,
a division of the Department of State Treasurer, established by Section 159-3 of the General Statutes of
North Carolina,and any successor or successors thereto.
"Maturity Date" means the date or dates on which the Series 2013 Bonds mature, as set forth in
4 the Issuance, Sale and Closing Certificate.
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"Moody's" means Moody's Investors Service, Inc., a corporation organized and existing under
the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be
dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's"
shall be deemed to refer to any other nationally recognized securities rating agency designated by the
Corporation by written notice to the County and the Trustee and acceptable to the Local Government
Commission.
"Official Statement" means an Official Statement prepared in connection with the issuance and
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sale of the Series 2013 Bonds.
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"Opinion of Bond Counsel" means a written opinion of Bond Counsel in form and substance
acceptable to the County and the Trustee which opinion may be based on a ruling or rulings of the
Internal Revenue Service.
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"Opinion of Counsel"means a written opinion of counsel who is acceptable to the County in form
and substance acceptable to the County and the Trustee.
"Outstanding Series 2013 Bonds" or "Series 2013 Bonds Outstanding" means all Series 2013
Bonds which have been duly authenticated and delivered by the Trustee under this Series Resolution,
except:
PPAB 20728450 4
(a) Series 2013 Bonds canceled after purchase in the open market or because of
payment at or redemption prior to maturity;
(b) Series 2013 Bonds for the payment or redemption of which cash or Government
Obligations shall have been theretofore deposited with the Trustee (whether upon or prior to the
maturity or redemption date of any such Series 2013 Bonds) in accordance with the Series
Resolution; provided that if such Series 2013 Bonds are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given or arrangements satisfactory to the
Trustee shall have been made therefor,or waiver of such notice satisfactory in form to the Trustee
shall have been filed with the Trustee; and
(c) Series 2013 Bonds in lieu of which others have been authenticated under the
Series Resolution.
"Paying Agent"means the bank or banks, if any, designated pursuant to this Series Resolution to
receive and disburse the principal of and interest on the Series 2013 Bonds.
"Person" means any natural person, firm,joint venture, association, partnership, business trust,
corporation,public body, agency or political subdivision thereof or any other similar entity.
"Preliminary Official Statement" means a Preliminary Official Statement prepared in connection
with the issuance and sale of the Series 2013 Bonds.
"Principal Account" means the account by that name created in the Bond Fund under
Section 5.02 hereof.
"Principal Office" means, when used with respect to the Trustee, the corporate trust office of the
Trustee identified as such for the performance of the functions in question,and,when used with respect to
any other entity, means the principal office of such entity or such other office of such entity as may be
designated by that entity in writing to the Trustee.
"Purchase Agreement"means the bond purchase agreement for the Series 2013 Bonds among the
County,the Corporation,the Local Government Commission and the purchasers named therein.
"Rating Agency"means Moody's, Fitch or Standard&Poor's, and their respective successors and
assigns.
"Record Date" means the fifteenth (15th) day (whether or not a Business Day) of the calendar
month immediately preceding such Interest Payment Date.
"Redemption Date"means, when used with respect to any Series 2013 Bond to be redeemed, the
date fixed for such redemption pursuant to Article III hereof.
"Redemption Fund' means the fund created and so designated by Section 5.06 of this Series
Resolution.
"Redemption Price" means, with respect to any Series 2013 Bond (or portion thereof), the price
to be paid upon redemption as set forth in Article III of this Series Resolution.
"Securities Depository" means The Depository Trust Company, New York, New York or other
recognized securities depository selected by the County at the request of the Corporation, which
maintains a book-entry system in respect of the Series 2013 Bonds, and shall include any substitute for or
successor to the securities depository initially acting as Securities Depository.
PPAB 20728450 5
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"Securities Depository Nominee" means, as to any Securities Depository, such Securities
Depository or the nominee of such Securities Depository in whose name there shall be registered on the
registration books maintained by the Trustee the Series 2013 Bond certificates to be delivered to and
j immobilized at such Securities Depository during the continuation with such Securities Depository of
participation in its book-entry system.
"Serial Bonds"means the Series 2013 Bonds that are designated as Serial Bonds in the Issuance,
Sale and Closing Certificate.
"Series 2005 Bonds"has the meaning set forth in the Recitals hereof.
"Series 2013 Bonds"has the meaning set forth in the Recitals hereof.
"Series Resolution" means this Series Resolution, including any amendments or supplements
hereto.
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"Sinking Fund Account" means the account by that name created in the Bond Fund under
Section 5.02 hereof to which amounts are to be deposited in accordance with Section 5.05 hereof.
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"Sinking Fund Requirements" means, with respect to the Series 2013 Bonds, the Sinking Fund
Requirement provided in the Issuance, Sale and Closing Certificate relating to the Term Bonds.
"Special Record Date"means the date fixed by the Trustee pursuant to Section 2.04 of this Series
Resolution for the payment of Defaulted Interest.
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"Standard&Poor's" or"S&P' means Standard& Poor's Ratings Services, a Standard& Poor's
Financial Services LLC business, a subsidiary of The McGraw-Hill Companies, Inc., a corporation
organized and existing under the laws of the State of New York, its successors and assigns, and, if such
corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating
agency, "Standard&Poor's" shall be deemed to refer to any other nationally recognized securities rating
agency designated by the Corporation by written notice to the County and the Trustee and acceptable to
the Local Government Commission.
"Swaps" means, individually and collectively, (a) the ISDA Master Agreement and related
Schedule dated as of October 17, 2005 between the Royal Bank of Canada and the Corporation; (b)the
transaction Confirmation thereunder dated as of October 17,2005 between the Royal Bank of Canada and
the Corporation with a term expiring October 1, 2023; (c) the transaction Confirmation thereunder dated
as of October 17, 2005 between the Royal Bank of Canada and the Corporation with a term expiring
October 1, 2026; (d) the ISDA Master Agreement and related Schedule dated as of October 17, 2005
between Merrill Lynch Capital Services Inc. and the Corporation; (e)the transaction Confirmation
thereunder dated October 17,2005 between Merrill Lynch Capital Services,Inc. and the Corporation with
a term expiring as of October 1,2023; and(f)the transaction Confirmation thereunder dated as of October
17, 2005 between Merrill Lynch Capital Services, Inc. and the Corporation with a term expiring October
1, 2026.
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I "Tax Compliance Certificate" means the Arbitrage and Tax Regulatory Agreement dated the
Date of Original Issuance of the Series 2013 Bonds and issued by the County and the Corporation.
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"Term Bonds" means the Series 2013 Bonds that are designated as Terms Bonds, if any, in the
Issuance, Sale and Closing Certificate.
PPAB 20728450 6
Section 1.02 Rules of Construction. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders. Unless the context shall
otherwise indicate,the words"Bond", "owner", "Holder" and "Person"shall include the plural as well as
the singular number.
ARTICLE II
THE SERIES 2013 BONDS
Section 2.01 Authority for and Issuance of Series 2013 Bonds. (a)No Series 2013 Bonds
may be issued under the provisions of this Series Resolution except in accordance with this Article.
There is hereby authorized under Chapter 159, Article 5 of the General Statutes of North Carolina, the
Bond Order and this Series Resolution one Series of bonds designated the "County of New Hanover,
North Carolina Hospital Revenue Refunding Bonds (New Hanover Regional Medical Center), Series
2013." The principal amount for the Series 2013 Bonds that may be issued hereunder shall not exceed
$60,000,000.
(b) Except as otherwise provided in this Series Resolution, the Series 2013 Bonds shall be
substantially in the form attached hereto as Exhibit A, subject to any changes thereto as may be necessary
to incorporate the details set forth in the Issuance, Sale and Closing Certificate. The Series 2013 Bonds
shall bear interest from their respective dates and shall be issuable as registered bonds in Authorized
Denominations. Unless the County shall otherwise direct,the Series 2013 Bonds shall be numbered from
R-1 upward. The Series 2013 Bonds, as initially issued, will be dated as of their Date of Original
Issuance.
Section 2.02 Maturity; Interest Rates. (a)The Series 2013 Bonds shall bear interest
(calculated on the basis of a 360-day year consisting of twelve 30-day months) at the rates, shall consist
of Serial Bonds and Term Bonds and shall mature (subject to the right of prior redemption as hereinafter
set forth)on the Maturity Dates set forth in the Issuance, Sale and Closing Certificate;provided,however,
that the final maturity of the Series 2013 Bonds shall not be later than on October 1, 2026.
(b) The principal of,premium, if any, and interest on and the Redemption Price of the Series
2013 Bonds shall be payable in any currency of the United States of America which, at the respective
dates of payment thereof, is legal tender for the payment of public and private debts.
Section 2.03 Payment of Principal of and Interest on the Series 2013 Bonds. The principal
or Redemption Price of the Series 2013 Bonds shall be payable by check in lawful money of the United
States of America upon presentation at the Principal Office of the Trustee to the registered owners of the
Series 2013 Bonds on such date. Interest on the Series 2013 Bonds shall be paid to the Person whose
name appears on the Bond Register as the Holder thereof as of the close of business on the Record Date
for each Interest Payment Date. Payment of the interest shall be made by check mailed by first class mail
to such Holder at its address as it appears on such registration books, or, upon the written request of any
Holder of at least $1,000,000 in aggregate principal amount of the Series 2013 Bonds, submitted to the
Trustee at least five Business Days prior to the Record Date, by wire transfer in immediately available
funds to an account within the United States of America designated by such Holder. As long as Cede &
Co. is the Holder of the Series 2013 Bonds, said principal or Redemption Price and interest payments
shall be made to Cede & Co. by wire transfer in immediately available funds. CUSIP number
identification shall accompany all payments of principal or Redemption Price and interest whether by
check or by wire transfer.
PPAB 20728450 7
Section 2.04 Defaulted Interest. Defaulted Interest with respect to any Series 2013 Bond
shall cease to be payable to the holder of such Series 2013 Bond on the relevant Record Date and shall be
payable to the holder in whose name such Series 2013 Bond is registered at the close of business of the
Trustee on the special record date(the"Special Record Date")for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The County shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Series 2013 Bond and the date of the proposed
payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof),
and at the same time the County shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the holders of the Series 2013 Bonds entitled to such Defaulted Interest
as provided in this Section. Following receipt of such funds the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment. The Trustee shall promptly notify the County and the Corporation of such Special
Record Date and, in the name and at the expense of the County and the Corporation, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-
class postage prepaid,to each holder of a Series 2013 Bond at the address of such holder as it appears on
the registration books kept by the Trustee not less than 10 days prior to such Special Record Date. Such
Defaulted Interest shall be paid to the holders of the Series 2013 Bonds on which such Defaulted Interest
is to be paid in whose names such Series 2013 Bonds are registered on such Special Record Date.
Section 2.05 Temporary Series 2013 Bonds.
Series 2013 Bonds may be initially issued in temporary form exchangeable for definitive Series
2013 Bonds of the same Series, if any, when ready for delivery. The temporary Series 2013 Bonds shall
be of such denomination or denominations as may be determined by the County and may contain such
reference to any of the provisions of this Series Resolution as may be appropriate. Every temporary
Series 2013 Bond shall be executed by the County and be authenticated by the Trustee upon the same
conditions and in substantially the same manner as the definitive Series 2013 Bonds. If the County issues
temporary Series 2013 Bonds it will execute and furnish defmitive Series 2013 Bonds without delay and
thereupon the temporary Series 2013 Bonds may be surrendered for cancellation in exchange therefor at
the Principal Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such
temporary Series 2013 Bonds an equal aggregate principal amount of definitive Series 2013 Bonds of the
same subseries, if any, and maturity of authorized denominations. Until so exchanged, the temporary
Series 2013 Bonds shall be entitled to the same benefits under this Series Resolution as definitive Series
2013 Bonds authenticated and delivered hereunder.
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Section 2.06 Mutilated, Lost, Stolen or Destroyed Bonds. In the event a temporary or
definitive Series 2013 Bond is mutilated, lost, stolen or destroyed, the County may execute and the
Trustee may authenticate a new Series 2013 Bond of like form, date, subseries, maturity and
denomination as that mutilated,lost, stolen or destroyed;provided that, in the case of any mutilated Series
2013 Bond, such mutilated Series 2013 Bond shall first be surrendered to the Trustee, and in the case of
any lost, stolen or destroyed Series 2013 Bond, there shall be first furnished to the Trustee evidence of
such loss, theft or destruction satisfactory to the County and the Trustee, together with indemnity
satisfactory to them. In the event any such Series 2013 Bond shall have matured, instead of issuing a
duplicate Series 2013 Bond, the County or the Trustee may pay the same without surrender thereof. The
County and the Trustee may charge the holder or owner of such Series 2013 Bond with their reasonable
fees and expenses in this connection.
Section 2.07 Transfer and Exchange of Series 2013 Bonds; Persons Treated as Owners.
The County shall cause the Bond Register to be kept by the Trustee at its Principal Office.
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Upon surrender for transfer of any Series 2013 Bond at the Principal Office of the Trustee, the
County shall execute and the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new fully registered Series 2013 Bond or Series 2013 Bonds of the same subseries and
maturity and of authorized denomination for the aggregate principal amount which the registered owner is
entitled to receive. Any Series 2013 Bond or Series 2013 Bonds may be exchanged at said office of the
Trustee for a like aggregate principal amount of Series 2013 Bond or Series 2013 Bonds of the same
maturity of other authorized denominations. The execution by the County of any Series 2013 Bond shall
constitute full and due authorization of such Series 2013 Bond, and the Trustee shall thereby be
authorized to authenticate,date and deliver such Series 2013 Bond.
On each date on which the Trustee authenticates and delivers a Series 2013 Bond, it shall
complete the information required to be inserted by the form of Series 2013 Bond and shall keep a record
of such information.
All Series 2013 Bonds presented for transfer or exchange shall be accompanied by a written
instrument or instruments of transfer or authorization for exchange, in form and with guaranty of
signature satisfactory to the Trustee, duly executed by the registered owner or by such owner's duly
authorized attorney.
No service charge shall be imposed upon the owner for any exchange or transfer of Series 2013
Bonds. The County, the Corporation and the Trustee may, however, require payment by the person
requesting an exchange or transfer of Series 2013 Bonds of a sum sufficient to cover any tax, fee or other
governmental charge that may be imposed in relation thereto, except in the case of the issuance of a
Series 2013 Bond or Series 2013 Bonds for the unredeemed portion of a Series 2013 Bond surrendered
for redemption.
The County, the Trustee and any Paying Agent shall not be required to register the transfer or
exchange of any Series 2013 Bond (i)after notice calling such Series 2013 Bond or portion thereof for
redemption has been mailed or(ii)during the fifteen day period next preceding the mailing of a notice of
redemption of the Series 2013 Bonds of the same Series, if any, and maturity.
New Series 2013 Bonds delivered upon any transfer or exchange shall be valid obligations of the
County, evidencing the same debt as the Series 2013 Bonds surrendered, shall be secured by the Bond
Order and this Series Resolution and shall be entitled to all of the security and benefits hereof to the same
extent as the Series 2013 Bond surrendered.
The County,the Trustee and any Paying Agent may treat the registered owner of any Series 2013
Bond as the absolute owner thereof for all purposes, whether or not such Series 2013 Bond shall be
overdue, and shall not be bound by any notice to the contrary. All payments of or on account of the
principal of and premium, if any, and interest on any such Series 2013 Bond as herein provided shall be
made only to or upon the written order of the registered owner thereof or his legal representative,but such
registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy
and discharge the liability upon such Series 2013 Bond to the extent of the sum or sums so paid.
Any Series 2013 Bond surrendered for the purpose of payment or retirement or for exchange or
transfer or for replacement pursuant to this Section 2.07 shall be cancelled upon surrender thereof to the
Trustee or any Paying Agent. Any such Series 2013 Bonds cancelled by any Paying Agent other than the
Trustee shall be promptly transmitted by such Paying Agent to the Trustee. Certification of Series 2013
Bonds cancelled by the Trustee and Series 2013 Bonds cancelled by a Paying Agent other than the
Trustee which are transmitted to the Trustee shall be made to the County and to the Corporation.
Cancelled Series 2013 Bonds may be destroyed by the Trustee unless instructions to the contrary are
received from the County and the Corporation.
PPAB 20728450 9
Section 2.08 Book Entry Only System. It is intended that the Series 2013 Bonds be
registered so as to participate in a securities depository system with the Securities Depository, as set forth
herein. The Series 2013 Bonds shall be initially issued in the form of a separate single fully registered
Series 2013 Bond for each date on which the Series 2013 Bonds are stated to mature. Upon initial
issuance, the ownership of each such Series 2013 Bond shall be registered on the Bond Register in the
name of Cede & Co., or any successor thereto, as nominee for the Securities Depository. The County's
Letter of Representations is on file with the Securities Depository.
With respect to Series 2013 Bonds registered in the Bond Register in the name of Cede& Co., as
nominee of the Securities Depository, the County and the Trustee shall have no responsibility or
obligation to any broker-dealer, bank or other financial institution for which the Securities Depository
holds Series 2013 Bonds from time to time as securities depository (each such broker-dealer, bank or
other financial institution being referred to herein as a "Depository Participant") or to any person on
behalf of whom such a Depository Participant holds an interest in the Series 2013 Bonds (each such
person being herein referred to as an "Indirect Participant" and, together with a Depository Participant,
"DTC Participants"). Without limiting the immediately preceding sentence, the County and the Trustee
shall have no responsibility or obligation with respect to (a)the accuracy of the records of the Securities
Depository, Cede & Co., any Depository Participant or any Indirect Participant with respect to the
ownership interest in the Series 2013 Bonds, (b)the delivery to any Depository Participant or any Indirect
Participant or any other person, other than a registered owner of a Series 2013 Bond as shown in the Bond
j Register, of any notice with respect to the Series 2013 Bonds, including any notice of redemption, (c)the
payment to any Depository Participant or Indirect Participant or any other person, other than a registered
owner of a Series 2013 Bond as shown in the Bond Register, of any amount with respect to principal of,
premium, if any,or interest on,the Series 2013 Bonds, (d)any consent given by the Securities Depository
as registered owner, or (e)subject to Article III hereof, the selection by the Securities Depository or any
Depository Participant of any beneficial owners to receive payment if Series 2013 Bonds are redeemed in
part. While in the Securities Depository System, no person other than Cede & Co., or any successor
thereto, as Securities Depository Nominee for the Securities Depository, shall receive a Series 2013 Bond
certificate with respect to any Series 2013 Bond. Upon delivery by the Securities Depository to the
Trustee of written notice from the Securities Depository to the effect that the Securities Depository has
determined to substitute a new Security Depository Nominee in place of Cede & Co., and subject to the
provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the
registered owners of Series 2013 Bonds at the close of business on the Record Date applicable to any
interest payment date, the name "Cede & Co." in this Series Resolution shall refer to such new Securities
Depository Nominee of the Securities Depository.
Section 2.09 Successor Securities Depository; Transfers Outside Book-Entry Only
System. In the event that (a)the Trustee determines that the Securities Depository is incapable of
discharging its responsibilities described herein and in the Letter of Representations, (b)the Letter of
Representations shall be terminated for any reason or(c)the Corporation or the County determines that it
is in the best interests of the beneficial owners of the Series 2013 Bonds that they be able to obtain
certificated Series 2013 Bonds, the County shall (i) appoint a successor securities depository, qualified to
act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify the
Securities Depository and the DTC Participants of the appointment of such successor securities
depository and transfer one or more separate Series 2013 Bond certificates to such successor securities
depository or (ii)notify the Securities Depository of the availability through the Securities Depository of
Series 2013 Bond certificates and transfer one or more separate Series 2013 Bond certificates to DTC
Participants having Series 2013 Bonds credited to their Securities Depository accounts. In such event,the
Series 2013 Bonds shall no longer be restricted to being registered on the Bond Register in the name of I
Cede & Co., as nominee of the Securities Depository but may be registered in the name of the successor
security depository, or its nominee, in whatever name or names registered owners of Series 2013 Bonds
transferring or exchanging Series 2013 Bonds shall designate, in accordance with the provisions hereof.
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PPAB 20728450 10
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Section 2.10 Payments and Notices to Cede & Co. Notwithstanding any other provision of
this Series Resolution to the contrary, so long as any Series 2013 Bond is registered in the name of Cede
& Co., as nominee of the Securities Depository, all payments with respect to principal of, premium, if
any, and interest on such Series 2013 Bond and all notices with respect to such Series 2013 Bond shall be
made and given,respectively, in the manner provided in the Letter of Representations.
Section 2.11 Conditions Precedent to Initial Delivery of Series 2013 Bonds.
The Series 2013 Bonds shall be deposited with the Trustee for authentication, but before the
Series 2013 Bonds shall be delivered by the Trustee, there shall be filed with the Trustee the documents
required by Section 208 of the Bond Order and the following:
(a) a copy, duly certified by the Clerk to the Board of Commissioners of the County to be a
true and correct copy, of the Bond Order, this Series Resolution and the Eighth Amendment to Lease
Agreement;
(b) a copy, duly certified by the Secretary or Assistant Secretary of the Corporation to be a
true and correct copy, of the resolutions adopted by the Board of Trustees of the Corporation authorizing
the execution, delivery and performance of the Eighth Amendment to the Lease Agreement and the
Purchase Agreement and approving this Series Resolution, the issuance and sale of the Series 2013
Bonds,the Preliminary Official Statement and the Official Statement related to the Series 2013 Bonds;
(c) an Opinion of Counsel for the County to the effect that (i)the County or the Corporation
has obtained from such governmental authorities, boards, agencies, or commissions having jurisdiction
over the Health Care System all approvals, consents, authorizations, certifications, and other orders that
are necessary for the operation of the Health Care System that reasonably could have been obtained as of
the date of delivery of the Series 2013 Bonds and that if further approvals, consents, authorizations,
certifications, and orders are necessary for the operation of the Health Care System such counsel has no
reason to believe that the County or the Corporation will not be able to obtain the same, when required,
(ii)the Bond Order, this Series Resolution and all other resolutions relating to the issuance of the Series
2013 Bonds have been duly adopted at meetings of the Board duly called and held in accordance with law
and at which quorums were present and acting throughout, and that the Bond Order, this Series
Resolution and such other resolutions remain in full force and effect and have not been amended or
modified in any respect, (iii)the form,terms, execution and issuance of the Series 2013 Bonds have been
duly authorized, (iv)the form and terms of the Bond Order and this Series Resolution for the Series 2013
Bonds have been duly authorized, (v)each of the Bond Order,this Series Resolution constitutes a binding
and valid agreement of the County that is enforceable in accordance with its terms, (vi)no provision of
the Bond Order, this Series Resolution or the Purchase Agreement violates any federal or North Carolina
statutory or constitutional provision, including without limitation, any provisions of the Act or results in
or constitutes a default under or conflicts with any agreement, indenture, or other instrument to which the
County is a party or by which it may be bound, or any current order,rule,regulation, decree, or ordinance
of any court, government, governmental authority or body having jurisdiction over the County or its
property, and of which she has knowledge after due inquiry, (vii)the adoption of the Bond Order and this
Series Resolution is not subject to any authorization, consent, approval, or review of any governmental
body, public officer, or regulatory authority required on the date of her opinion and not theretofore
obtained or effected, (viii)there is no litigation, proceeding, or governmental investigation pending or
threatened before any court or governmental agency or body challenging the validity of the Bond Order,
this Series Resolution, the Purchase Agreement or the Eighth Amendment to Lease Agreement or the
transactions contemplated therein, or of the Series 2013 Bonds, or the corporate existence or the
boundaries of the County or the title of any of the officers of the County to their respective offices, and
(ix)all conditions precedent to the delivery of the Series 2013 Bonds have been fulfilled;
PPAB 2072845v7 11
(d) an Opinion of Counsel for the Corporation to the effect that (i)the County or the
Corporation has obtained from such governmental authorities, boards, agencies, or commissions having
jurisdiction over the Health Care System all approvals, consents, authorizations, certifications, and other
orders that are necessary for the operation of the Health Care System that reasonably could have been
obtained as of the date of delivery of the Series 2013 Bonds and that if further approvals, consents,
authorizations, certifications, and orders are necessary for the operation of the Health Care System such
counsel has no reason to believe that the County or the Corporation will not be able to obtain the same,
when required, (ii)the Bond Order, this Series Resolution and all other resolutions relating to the issuance
of the Series 2013 Bonds have been duly approved at meetings of the Board of Trustees of the
Corporation duly called and held in accordance with law and at which quorums were present and acting
throughout, (iii)the execution, delivery and performance of the Eighth Amendment to Lease Agreement
and the Purchase Agreement have been duly approved at meetings of the Board of Trustees of the
Corporation duly called and held in accordance with law and at which quorums were present and acting
throughout, and (iv)there is no litigation, proceeding, or governmental investigation pending or
j threatened before any court or governmental agency or body challenging the validity of the Bond Order,
this Series Resolution, the Eighth Amendment to Lease Agreement, the Purchase Agreement or the
transactions contemplated therein, or of the Series 2013 Bonds, or the corporate existence of the
Corporation or the title of any of the officers of the Corporation to their respective offices;
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(e) an Opinion of Bond Counsel to the effect that the issuance of the Series 2013 Bonds has
been duly authorized, that the Series 2013 Bonds constitute valid and binding special obligations of the
County in accordance with their terms and that assuming compliance with the requirements of the Code
and certain covenants in this Series Resolution and the Tax Compliance Certificate, under existing law
interest on the Series 2013 Bonds is excluded from gross income for federal income tax purposes and is
exempt from North Carolina income taxes;
(f) an Issuance, Sale and Closing Certificate setting forth the following:
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(1) the aggregate principal amount of Series 2013 Bonds to be issued, not in excess
of the maximum amount previously established in Section 2.01,
(2) the designation of and the schedule of maturities and amounts of the Serial
Bonds,
(3) the designation of and the Sinking Fund Requirements for an amount of the Term
Bonds, if any,
I
(4) the rates of interest for each of the Serial Bonds and the Term Bonds, if any,
j (5) the optional redemption dates, if any, and the redemption premium, if any,and
I '
(6) the amount of net proceeds to be paid to the parties as set forth in Section 4.01;
and
(g) evidence of compliance with Section 1201 of the Bond Order.
When the documents mentioned in Section 208 of the Bond Order and paragraphs (a) to (g),
inclusive, of this Section shall have been filed with the Trustee and when the Series 2013 Bonds shall
have been executed and authenticated as required by this Series Resolution and the Bond Order, the
Trustee shall deliver the Series 2013 Bonds at one time to the State Treasurer for delivery to the Securities
Depository,but only upon payment to the Trustee of the purchase price of the Series 2013 Bonds.
PPAB 20728450 12
Section 2.12 Authorization of Refunding and Optional Redemption of Series 2005 Bonds.
Upon the direction of a Corporation Representative, the County Manager and the Finance
Director are each hereby authorized to determine on the date of sale of the Series 2013 Bonds whether it
is in the best interests of the County to refund or not to refund all or any portion of the outstanding Series
2005 Bonds and which subseries of the outstanding Series 2005 Bonds are to be so refunded.
Upon the direction of a Corporation Representative, the Board hereby directs that the Series 2005
Bonds be called for optional redemption on July 1, 2013, subject to the refunding of such Series 2005
Bonds in connection with the issuance of the Series 2013 Bonds. The distribution of a conditional notice
of redemption of such Series 2005 Bonds in the manner set forth therein and in the Series Resolution
authorizing the issuance of the Series 2005 Bonds is hereby ratified, authorized and approved.
ARTICLE III
REDEMPTION OF BONDS
Section 3.01 Redemption Dates and Prices.
(a) Extraordinary Redemption. The Series 2013 Bonds are subject to redemption by the
County at the direction of the Corporation in whole or in part on any date at a Redemption Price equal to
100%of the principal amount thereof, without premium,plus accrued interest to the Redemption Date,to
the extent available, from Net Proceeds(as defined in the Bond Order)resulting from insurance carried or
maintained with respect to the Health Care System as required by clauses (ii)and(v)of Section 608(a) of
the Bond Order, and Net Proceeds resulting from Eminent Domain (as defined in the Bond Order)
proceedings, pursuant to Section 609 of the Bond Order, to the extent such Net Proceeds exceed 10% of
Net Book Value (as defined in the Bond Order). The Series 2013 Bonds are also subject to mandatory
redemption in whole only on any date to the extent available from money deposited by the Corporation in
the Redemption Fund at a Redemption Price equal to 100% of the principal amount thereof, without
premium, plus accrued interest to the Redemption Date in the event that, by reason of any change in any
federal or State law or of any legislative, administrative or judicial action or administrative failure of
action, (i)the Lease becomes unenforceable or impossible to perform without unreasonable delay or
(ii)unreasonable burdens or excessive liabilities are imposed on the County or the Corporation, including,
without limitation,the imposition of federal, state or other ad valorem property, income or other taxes not
being imposed on the date of the Lease.
(b) Terms of Redemption.
(1) Optional Redemption of Series 2013 Bonds. The Series 2013 Bonds shall be
subject to redemption at the option of the County, at the direction of the Corporation, in the
manner and upon the terms set forth in the Issuance, Sale and Closing Certificate.
(2) Sinking Fund Account Redemption. The Series 2013 Bonds designated as Term
Bonds, if any, in the Issuance, Sale and Closing Certificate shall be redeemed pursuant to
mandatory sinking fund redemption on October 1 in the year or years and principal amounts as
set forth in the Issuance, Sale and Closing Certificate,at a Redemption Price equal to 100%of the
principal amount of such Series 2013 Bonds to be redeemed, plus accrued interest to the
Redemption Date.
(3) Minimum Redemption Amount. No redemption of less than all of the Series 2013
Bonds of a Series at the time outstanding shall be made pursuant to the provisions of Section 3.01
PPAB 20728450 13
unless(i)the aggregate principal amount of such Series 2013 Bonds to be redeemed is equal to or
greater than $100,000 and(ii)the Series 2013 Bonds are redeemed in Authorized Denominations.
(c) Purchase in Lieu of Redemption.
(1) In lieu of redeeming Series 2013 Bonds pursuant to Section 3.01(a) or
Section 3.01(b)(2), the Trustee may, at the request of the County, upon the direction of the Corporation,
use such funds otherwise available hereunder for redemption of Series 2013 Bonds to purchase Series
2013 Bonds identified by the County, upon the direction of the Corporation, at a price specified by the
County, upon the direction of the Corporation, not exceeding the Redemption Price then applicable
hereunder. In the case of any extraordinary redemption or any purchase and cancellation of Series 2013
Bonds,the Trustee shall apply as a credit against the required Sinking Fund Account deposits with respect
to such Term Bonds the amount of such Term Bonds in such order as the County, upon the direction of
the Corporation, elects in writing prior to such extraordinary redemption or purchase and cancellation or,
if no election is made, in the inverse order thereof. To exercise such right to purchase the Series 2013
Bonds pursuant to this Section 3.01(b)(c)(1), the County, at the direction of the Corporation, will give
written notice of its intent to purchase such Series 2013 Bonds to the Trustee not later than 12:00 noon,
New York City time, no later than the Business Day immediately preceding the applicable redemption
date, and the County shall promptly confirm its purchase thereof in a written notice delivered to the
Trustee. The Trustee shall cancel all such Series 2013 Bonds purchased pursuant to this
Section 3.01(c)(1).
(2) In lieu of redeeming Series 2013 Bonds pursuant to Section 3.01(b)(1), the Trustee may,
j at the request of the County, upon the direction of the Corporation, use such funds otherwise available
hereunder for redemption of Series 2013 Bonds to purchase Series 2013 Bonds identified by the County,
upon the direction of the Corporation, at a price specified by the County, upon the direction of the
! Corporation, not exceeding the Redemption Price then applicable hereunder. Any such Series 2013
Bonds to be purchased pursuant to this Section 3.01(b)(c)(2) may, at the option of the County, at the
direction of the Corporation, remain outstanding or be cancelled. To exercise such right to purchase the
Series 2013 Bonds pursuant to this Section 3.01(b)(c)(2), the County, at the direction of the Corporation,
will give written notice of its intent to purchase such Series 2013 Bonds to the Trustee not later than
12:00 noon, New York City time, no later than the Business Day immediately preceding the applicable
jredemption date, which notice will state whether such Series 2013 Bonds are to remain outstanding or be
cancelled, and the County shall promptly confirm its purchase thereof in a written notice delivered to the
Trustee.
fSection 3.02 Notice of Redemption; Selection of Series 2013 Bonds for Redemption; and
Cancellation. (a)Not less than thirty(30) days but not more than sixty(60) days before the redemption
date of any Series 2013 Bonds, whether such redemption be in whole or in part, the Trustee shall cause a
notice of any redemption signed by the Trustee to be mailed, postage prepaid, to all Holders owning
Series 2013 Bonds to be redeemed in whole or in part provided that notice to the Securities Depository
shall be sent in accordance with the Securities Depository's policies and procedures. Failure to mail any
such notice to any Holder or any defect in any notice so mailed shall not affect the validity of the
proceedings for the redemption of the Series 2013 Bonds of any other Holders to whom notice was
properly given. Each such notice shall set forth: the CUSIP numbers and, if the Series 2013 Bonds are
certificated bonds, the bond certificate numbers of the Series 2013 Bonds to be redeemed,the interest rate
of the Series 2013 Bonds to be redeemed, the Date of Original Issuance of the Series 2013 Bonds to be
redeemed,the Redemption Date,the Redemption Price to be paid,the maturities of the Series 2013 Bonds
to be redeemed and, in the case of Series 2013 Bonds to be redeemed in part only, the portion of the
principal amount thereof to be redeemed, the address and telephone number of the Trustee,the date of the
redemption notice, and that on the Redemption Date the Series 2013 Bonds called for redemption will be
payable at the designated corporate trust office of the Trustee, that from that date interest will cease to
PPAB 20728450 14
accrue and be payable and that no representation is made as to the accuracy or correctness of the CUSIP
numbers printed therein or on the Series 2013 Bonds. If any Series 2013 Bond is to be redeemed in part
only, the notice of redemption shall state also that on or after the Redemption Date, upon surrender of
such Series 2013 Bond, a new Series 2013 Bond in principal amount equal to the unredeemed portion of
such Series 2013 Bond will be issued.
Any notice of redemption, except a notice of redemption in respect of a mandatory sinking fund
redemption, at the direction of the Corporation, may state that the redemption to be effected is
conditioned upon the receipt by the Trustee on or prior to the Redemption Date of moneys sufficient to
pay the principal of and premium, if any, and interest on the Series 2013 Bonds or portions thereof to be
redeemed, and if such moneys are not so received, such notice shall be of no force or effect and such
Series 2013 Bonds shall not be required to be redeemed. In the event that such notice contains such a
condition and moneys sufficient to pay the principal of and premium, if any, and interest on such Series
2013 Bonds are not received by the Trustee on or prior to the Redemption Date,the redemption shall not
be made, and the Trustee shall within a reasonable time thereafter give notice, in the manner in which the
notice of redemption was given,that such moneys were not so received.
In addition, at least 30 days before the Redemption Date, such notice shall be given by first class
mail, postage prepaid, to the Local Government Commission. Neither failure to give any such notice nor
any defect in any such notice so given to the Local Government Commission shall affect the sufficiency
of the proceedings for the redemption of such Series 2013 Bonds.
Notice of redemption of Series 2013 Bonds shall be given by the Trustee, at the expense of the
Corporation, for and on behalf of the County.
(b) The Series 2013 Bonds shall be redeemed only in Authorized Denominations. If less
than all the Series 2013 Bonds are called for redemption, the Series 2013 Bonds of each maturity to be so
redeemed shall be called for redemption in the manner set forth in a certificate of the Corporation filed
with the Trustee. If less than all of the Series 2013 Bonds of any one maturity are to be called for
redemption, the Trustee shall select the Series 2013 Bonds of each such maturity to be redeemed by lot,
each $5,000 portion of principal being counted as one Series 2013 Bond for this purpose; provided,
however, that so long as the only Owner of the Series 2013 Bonds is a Securities Depository Nominee,
such selection shall be made by the Securities Depository by lot in accordance with its operating rules and
procedures.
(c) If less than all of a Series 2013 Bond is selected for redemption,the Owner thereof shall
present and surrender such Series 2013 Bond to the Trustee for payment of the principal amount thereof
so called for redemption, and the redemption premium, if any, on such principal amount, and the County
shall, if necessary, execute and the Trustee shall authenticate and deliver to or upon the order of such
Owner, without charge, for the unredeemed portion of the principal amount of the Series 2013 Bond so
surrendered, a new Series 2013 Bond of the same maturity and designation, bearing interest at the same
rate of any Authorized Denominations.
(d) Series 2013 Bonds presented and surrendered in accordance with the provisions of this
Section shall be canceled upon the surrender thereof.
(e) On or before the date upon which Series 2013 Bonds are to be redeemed, the County
shall deposit, or cause to be deposited, with the Trustee money or Defeasance Obligations, or a
combination of both, that will be sufficient to pay on the Redemption Date the Redemption Price of, and
interest accruing on,the Series 2013 Bonds or portions thereof to be redeemed on such Redemption Date.
PPAB 20728450 15
On the Redemption Date, notice having been given in the manner and under the conditions
hereinabove provided, the Series 2013 Bonds or portions thereof called for redemption shall be due and
payable at the Redemption Price provided therefor, plus accrued interest to such date (except in the case
of a conditional redemption authorized by Section 302(a) if moneys are not so available), and if moneys
sufficient to pay the Redemption Price of the Series 2013 Bonds or portions thereof to be redeemed plus
accrued interest thereon to the Redemption Date are held by the Trustee in trust for the owners of the
Series 2013 Bonds or portions thereof to be redeemed, interest on the Series 2013 Bonds or portions
! thereof called for redemption shall cease to accrue on such Redemption Date; such Series 2013 Bonds or
! portions thereof shall cease to be entitled to any benefits or security under the Bond Order or this Series
Resolution or to be deemed Outstanding; and the owners of such Series 2013 Bonds or portions thereof
shall have no rights in respect thereof except to receive payment of the Redemption Price thereof, plus
accrued interest to the Redemption Date.
ARTICLE IV
APPLICATION OF SERIES 2013 BOND PROCEEDS
Section 4.01 Deposit of Funds. (a)The net proceeds from the sale of the Series 2013 Bonds
! shall be applied as follows:
(i) To the Trustee, the Redemption Price of the Series 2005 Bonds, less the amount
available from existing debt service funds,to be paid to the Holders of the Series 2005 Bonds;
(ii) To Swaps counterparties, the termination payments due in connection on the
! portions of the Swaps to be terminated; and
(iii) To the Trustee, the balance of the proceeds to be deposited to the Expense Fund
to pay the costs of issuance of the Series 2013 Bonds.
The specific amounts to be deposited pursuant to clauses (i) to (iii) above will be set forth in the
Issuance, Sale and Closing Certificate.
Section 4.02 Expense Fund. The County shall establish with the Trustee a separate fund to
be known as the "Expense Fund—New Hanover Regional Medical Center—Series 2013" (the "Expense
Fund"). Amounts on deposit in the Expense Fund shall be disbursed upon the written request of the
Corporation and the County for the payment of expenses for any recording,trustee's and depository's fees
and expenses, accounting and legal fees, financing costs, and other fees and expenses incurred or to be
incurred by or on behalf of the County or the Corporation in connection with or incident to the issuance
and sale of the Series 2013 Bonds and the refunding of the outstanding Series 2005 Bonds. At such time
as the Trustee is furnished with a written notice of the Corporation stating that all such fees and expenses
have been paid, the Trustee shall, upon the written request of the Corporation, transfer any moneys
remaining in the Expense Fund to the Interest Account and the Trustee shall close the Expense Fund.
E ARTICLE V
SECURITY; FUNDS AND ACCOUNTS
Section 5.01 Security for the Series 2013 Bonds. In addition to the security for the Series
2013 Bonds granted by the County pursuant to Section 405 of the Bond Order, the County hereby grants
to the Holders and to the Trustee, on behalf of the Holders, a pledge of the money and securities in the
PPAB 20728450 16
funds and accounts established under this Series Resolution, and the income from the temporary
investment thereof.
Section 5.02 Establishment of Funds and Accounts. There are hereby established with the
Trustee the following funds and accounts:
(a) The New Hanover County 2013 New Hanover Regional Medical Center Revenue Bond
Fund in which there are established three special accounts to be known as the Principal Account, Interest
Account and, in the case that any Series 2013 Bonds are Term Bonds,the Sinking Fund Account; and
(b) The New Hanover County 2013 New Hanover Regional Medical Center Redemption
Fund.
Section 5.03 Principal Account. On or prior to three Business Days next preceding each
October 1, the Trustee shall deposit in the Principal Account, beginning on the date set forth in the
Issuance, Sale and Closing Certificate, such amounts as shall be sufficient to make full and timely
payments of the principal of all Serial Bonds due on the next ensuing October 1; provided, however, that
no deposit pursuant to this paragraph need be made to the extent that there is a sufficient amount already
on deposit in the Principal Account for that purpose. If sufficient funds to make the transfers described in
this Section 5.03 are not available in the Bond Fund on the third Business Day preceding each October 1,
the Trustee will give Immediate Notice thereof to the County, Corporation and the Local Government
Commission,promptly confirmed in writing.
Section 5.04 Interest Account. On or prior to three Business Days next preceding each
Interest Payment Date,the Trustee shall deposit in the Interest Account an amount which will be equal to
the interest to become due on the Series 2013 Bonds on such Interest Payment Date; provided, however,
that no deposit pursuant to this paragraph need be made to the extent that there is a sufficient amount
already on deposit in the Interest Account for that purpose. If sufficient funds to make the transfers
described in this Section 5.04 are not available in the Bond Fund on the third Business Day preceding an
Interest Payment Date,the Trustee will give Immediate Notice thereof to the County and the Corporation,
promptly confirmed in writing.
Section 5.05 Sinking Fund Account. On or prior to three Business Days preceding each
Maturity Date and each mandatory Sinking Fund Account Redemption Date, the Trustee shall deposit in
the Sinking Fund Account an amount which is equal to the principal of the Series 2013 Bonds next to
become due by maturity or mandatory Sinking Fund Account redemption. No such deposit need be
made, however, to the extent that there is a sufficient amount already on deposit and available for such
purpose in the Sinking Fund Account to be applied to such next maturity or mandatory Sinking Fund
Account redemption payment. If sufficient funds to make the transfers to the Sinking Fund Account
described in this Section 5.05 are not available on the third Business Day preceding any Maturity Date or
mandatory Sinking Fund Account Redemption Date, the Trustee will give Immediate Notice thereof to
the County and the Corporation.
Moneys on deposit in the Sinking Fund Account,other than income earned thereon which is to be
transferred to other funds created hereunder and except as otherwise provided in the Bond Order, shall be
applied by the Trustee to pay principal on the Series 2013 Bonds as it becomes due and to redeem the
Series 2013 Bonds in accordance with the mandatory Sinking Fund Account redemption schedule
provided for in Section 3.01 hereof. In lieu of such mandatory Sinking Fund Account redemption, the
Trustee shall, at the written request of the Corporation, purchase for cancellation an equal principal
amount of Series 2013 Bonds of the Series and maturity to be redeemed in the open market identified by
the Corporation at prices specified by the Corporation not exceeding the principal amount of the Series
2013 Bonds being purchased plus accrued interest with such interest portion of the purchase price to be
PPAB 20728450 17
paid from the Interest Account and the principal portion of such purchase price to be paid from the
Sinking Fund Account. In addition, the amount of Series 2013 Bonds to be redeemed on any date
pursuant to the mandatory Sinking Fund Account redemption schedule shall be reduced by the principal
amount of Series 2013 Bonds of the Series and maturity required to be redeemed which are acquired by
the County or the Corporation and delivered to the Trustee for cancellation.
Section 5.06 Redemption Fund. In the event of a deposit with the Trustee by the County of
moneys from any other source for redeeming Series 2013 Bonds or the purchase of Series 2013 Bonds for
cancellation, except as otherwise provided in this Series Resolution, such moneys shall be deposited in
the Redemption Fund. Moneys on deposit in the Redemption Fund shall be used for the redemption or
j purchase of Series 2013 Bonds in accordance with the provisions of Article III hereof.
i
ARTICLE VI
DEPOSITORIES OF MONEY,SECURITY FOR DEPOSITS,INVESTMENT OF FUNDS
Section 6.01 Security for Deposits. Any and all money deposited or caused to be deposited
by the County with the Trustee(or one or more other Depositaries as provided in the Bond Order), except
for the amounts in the Operating Fund to be used to pay Operating Expenses, shall be trust funds under
the terms hereof and shall not be subject to any lien or attachment by any creditor of the County or the
Corporation. Such money shall be held in trust and applied in accordance with the provisions of this
Series Resolution and the Bond Order.
i
Until money deposited with the Trustee or any other Depositary hereunder is invested in
Investment Obligations, the amount of money in excess of the amount guaranteed by the Federal Deposit
Insurance Corporation or other federal agency shall be continuously secured, for the benefit of the County
and the Holders,either(a)by lodging with a bank or trust company chosen by the Trustee as custodian or,
if then permitted by law, by setting aside under control of the trust department of the bank holding such
deposit, as collateral security, Government Obligations or other marketable securities eligible as security
for the deposit of trust funds under regulations of the Comptroller of the Currency of the United States or
applicable State law or regulations, having a market value(exclusive of accrued interest)not less than the
amount of such deposit,or(b)if the furnishing of security as provided in clause(a) above is not permitted
by applicable law, then in such other manner as may then be required or permitted by applicable State or
federal laws and regulations regarding the security for, or granting a preference in the case of,the deposit
of trust funds; provided, however, that it shall not be necessary for the Trustee to give security for the
deposit of any money with it for the payment of the principal of or the redemption premium or the interest
on any Series 2013 Bonds, or for the Trustee or any Depositary to give security for any money that shall
be represented by obligations purchased under the provisions of this Article as an investment of such
money.
i All money deposited with the Trustee or any Depositary shall be credited to the particular fund or
account to which such money belongs.
I
_
Section 6.02 Investment of Money. Money held for the credit of all funds and accounts
created under this Series Resolution or the Bond Order shall be continuously invested and reinvested at
the direction of the County or the Corporation (given in writing or orally, confirmed in writing) by the
€ Trustee in Investment Obligations to the extent practicable. Any such Investment Obligations shall
mature not later than the respective dates when the money held for the credit of such funds or accounts
will be required for the purposes intended. Notwithstanding the foregoing, no Investment Obligations in
any fund or account may mature beyond the latest maturity date of any Series 2013 Bonds Outstanding at
the time such Investment Obligations are deposited. For the purposes of this Section,the maturity date of
PPAB 20728450 18
repurchase agreements is the maturity date of such repurchase agreements and not the maturity date of the
underlying obligations.
The County or the Corporation may at any time give to the Trustee written directions respecting
the investment of any money required to be invested hereunder, subject,however,to the provisions of this
Article, and the Trustee shall then invest such money under this Section as so directed by the County or
the Corporation. The Trustee may request, in writing, direction or authorization of the County or the
Corporation with respect to the proposed investment of money under the provisions of this Series
Resolution. Upon receipt of such request, accompanied by a memorandum setting forth the details of any
proposed investment, the County or the Corporation will either approve such proposed investment or will
give written directions to the Trustee respecting the investment of such money and, in the case of such
directions, the Trustee shall then, subject to the provisions of this Article, invest such money in
accordance with such directions.
Investment Obligations acquired with money and credited to any fund or account established
under this Series Resolution or the Bond Order shall be held by or under the control of the Trustee and
while so held shall be deemed at all times to be part of such fund or account in which such money was
originally held, and the interest accruing thereon and any profit or loss realized upon the disposition or
maturity of such investment shall be credited to or charged against such fund or account. The Trustee
shall reduce to cash a sufficient amount of such Investment Obligations whenever it shall be necessary so
to do in order to provide moneys to make any payment or transfer of moneys from any such fund or
account. The Trustee shall not be liable or responsible for any loss resulting from any such investment.
Whenever a payment or transfer of money between two or more of the funds or accounts
established pursuant to this Series Resolution or the Bond Order is permitted or required, such payment or
transfer may be made in whole or in part by transfer of one or more Investment Obligations at a value
determined in accordance with this ARTICLE VI, provided that the Investment Obligations transferred
are those in which moneys of the receiving fund or account could be invested at the date of such transfer.
The Trustee shall not be held accountable for any depreciation in the valued Investment
Obligations or for any losses incurred upon any authorized disposition thereof.
Section 6.03 Valuation. For the purpose of determining the amount on deposit to the credit of
any such fund or account,Investment Obligations in which money in any fund or account is invested shall
be valued(a)at cost if such Investment Obligations mature within six months from the date of valuation
thereof, and (b)if such Investment Obligations mature more than six months after the date of valuation
thereof, at the price at which such Investment Obligations are redeemable by the holder at his option if so
redeemable, or,if not so redeemable,at the lesser of(i)the cost of such Investment Obligations minus the
amortization of any premium or plus the amortization of any discount thereon and(ii)the market value of
such Investment Obligations.
The Investment Obligations in such funds and accounts shall be valued at any time requested by
the County Representative or the Corporation Representative on reasonable notice to the Trustee (which
period of notice may be waived or reduced by the Trustee); provided, however, that the Trustee shall not
be required to value the Investment Obligations more than once in any calendar month.
PPAB 20728450 19
ARTICLE VII
EVENTS OF DEFAULT
Section 7.01 Events of Default. The events of default set forth in Section 701 of the Bond
Order shall each constitute an Event of Default under this Series Resolution,and the Trustee shall have all
rights and remedies hereunder as set forth in the Bond Order.
ARTICLE VIII
THE TRUSTEE
Section 8.01 Acceptance of Duties by Trustee. The Trustee shall signify its acceptance of
the duties and obligations and the trusts imposed upon it by this Series Resolution and the Bond Order by
execution of the certificate of authentication on the Series 2013 Bonds.
ARTICLE IX
SUPPLEMENTAL SERIES RESOLUTIONS
Section 9.01 Procedure for Adoption of Supplemental Series Resolutions. The County
may, from time to time and at any time, adopt such resolutions amending and supplementing the
provisions of this Series Resolution in the same manner as is provided in Sections 1001 and 1002 of the
Bond Order for the adoption of supplemental bond orders and the provisions of said Sections 1001 and
1002 are hereby incorporated herein and made applicable hereto in the same manner as if herein set forth.
Any amendment to the provisions set forth in Articles II and III, shall require the prior approval of the
Local Government Commission.
Section 9.02 Exclusion of Series 2013 Bonds. Series 2013 Bonds owned or held by or for the
account of the County or the Corporation or any Affiliate shall not be deemed Outstanding Bonds for the
purpose of any consent or other action or any calculation of Outstanding Bonds provided for in this
Article, or Articles VII, VIII, X or XI of the Bond Order, and neither of such parties as Holders of such
Series 2013 Bonds shall be entitled to consent or take any other action provided for in this Article, or
Articles VII, VIII,X or XI of the Bond Order. At the time of any consent or other action taken under this
Article, or Articles VII, VIII, X or XI of the Bond Order, the County or the Corporation shall furnish the
Trustee a certificate signed by a County Representative or a Corporation Representative, upon which the
Trustee may rely,describing all Series 2013 Bonds so to be excluded.
ARTICLE X
E
DEFEASANCE
r
f
Section 10.01 Cessation of Interest of Holders and Repeal of Series Resolution. If, when
(a)the Series 2013 Bonds shall have become due and payable in accordance with their terms or shall have
been duly called for redemption, or (b) irrevocable instructions to pay such Series 2013 Bonds at their
respective maturities or to call such Series 2013 Bonds for redemption, shall have been given by the
County to the Trustee,the whole amount of the principal and the interest and premium, if any, so due and
payable upon all Series 2013 Bonds shall be paid or if the Trustee shall hold sufficient money or
noncallable Defeasance Obligations the principal of and the interest on which,when due and payable,will
provide sufficient money to pay the principal of, and the interest and redemption premium, if any, on all
PPAB 20728450 20
i
Series 2013 Bonds then Outstanding to the maturity date or dates of such Series 2013 Bonds or to the date
or dates specified for the redemption thereof, (c) sufficient funds shall also have been provided or
provision made for paying all other obligations payable hereunder by the County, in connection with a
refunding as shown by a verification report of an Accountant as to the adequacy of the escrow, which is
delivered to the Trustee,and(d)an Opinion of Counsel is delivered to the Trustee stating to the effect that
the Series 2013 Bonds are deemed paid and no longer Outstanding, then and in that case the right, title
and interest of the Trustee hereunder and the obligations of the County hereunder shall thereupon cease,
and the County shall repeal this Series Resolution and the Trustee, on demand of the County, shall
distribute any surplus in any and all balances remaining in all funds and accounts, other than money held
for the redemption or payment of Series 2013 Bonds. Otherwise,this Series Resolution shall be,continue
and remain in full force and effect; provided that, in the event Defeasance Obligations shall be deposited
with and held by the Trustee as hereinabove provided, (i)in addition to the requirements set forth in
Article III of this Series Resolution,the Trustee, within thirty(30)days after such Defeasance Obligations
shall have been deposited with it, shall cause a notice signed by the Trustee to be mailed,postage prepaid,
to all Holders setting forth (a)the date or dates, if any, designated for the redemption of the Series 2013
Bonds, (b)a description of the Defeasance Obligations so held by it, and (c)that this Series Resolution
has been repealed in accordance with the provisions of this Section, but failure to mail any such notice to
any Holder shall not affect the validity of the defeasance of the Series 2013 Bonds pursuant to this
Section and (ii)(a)the Trustee shall nevertheless retain such rights, powers and privileges under this
Series Resolution and the Bond Order as may be necessary and convenient in respect of the Series 2013
Bonds for the payment of the principal, interest and any premium for which such Defeasance Obligations
have been deposited and (b)the Trustee shall retain such rights, powers and privileges under this Series
Resolution and the Bond Order as may be necessary and convenient for the registration, transfer and
exchange of Series 2013 Bonds.
All money and Defeasance Obligations held by the Trustee pursuant to this Section shall be held
in trust and applied to the payment, when due,of the obligations payable therewith.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Manner of Giving Notice. All notices, demands and requests to be given to or
made hereunder by the County and the Trustee shall be given or made in writing and shall be deemed to
be properly given or made if sent by United States registered mail, return receipt requested, postage
prepaid,addressed as follows:
(a) As to the County—
County of New Hanover
230 Governmental Center Drive, Suite 165
Wilmington,North Carolina 28403
Attention: Finance Director
(b) As to the Corporation--
New Hanover Regional Medical Center
2131 S. 17th Street
Wilmington,North Carolina 28401
Attention: Chief Financial Officer
PPAB 20728450 21
(c) As to the Trustee--
U.S. Bank National Association
Corporate Trust Services
5540 Centerview Drive, Suite 200
Raleigh,North Carolina 27606
Attention: Shawna L.Hale
(d) As to the Local Government Commission --
Local Government Commission of North Carolina
4505 Fair Meadow Lane, Suite 102
Raleigh,North Carolina 27607
Attention: Secretary
Any such notice, demand or request may also be transmitted to the appropriate above-mentioned
party by telegram, telecopy or telephone and shall be deemed to be properly given or made at the time of
such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as
specified above.
Any of such addresses may be changed at any time upon written notice of such change sent by
United States registered mail,postage prepaid,to the other parties by the party effecting the change.
Section 11.02 Trustee, County, Corporation and Holders Alone Have Rights Under Series
j Resolution. Except as herein otherwise expressly provided, nothing in this Series Resolution, express or
j implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the
Trustee, the County, the Corporation and the Holders, any right, remedy or claim, legal or equitable,
under or by reason of this Series Resolution or any provision hereof, this Series Resolution and all its
provisions being intended to be and being for the sole and exclusive benefit of the Trustee, the County,
the Corporation and the Holders.
i
Section 11.03 Effect of Partial Invalidity. In case any one or more of the provisions of this
Series Resolution or the Series 2013 Bonds shall for any reason be held to be illegal or invalid, such
illegality or invalidity shall not affect any other provisions of this Series Resolution or the Series 2013
G Bonds, but this Series Resolution and the Series 2013 Bonds shall be construed and enforced as if such
C illegal or invalid provisions had not been contained therein. In case any covenant, stipulation, obligation
or agreement contained in the Series 2013 Bonds or this Series Resolution shall for any reason be held to
be in violation of any law,then such covenant, stipulation, obligation or agreement shall be deemed to be
the covenant, stipulation,obligation or agreement of the County to the full extent permitted by law.
s
Section 11.04 Effect of Covenants. All covenants, stipulations, obligations and agreements of
the County contained in this Series Resolution shall be deemed to be covenants, stipulations, obligations
and agreements of the County to the full extent permitted by the Constitution and laws of the State. This
Series Resolution is adopted with the intent that the laws of the State shall govern its construction.
Section 11.05 Dealing in Series 2013 Bonds. The Trustee and any bank or trust company
acting as Depositary under this Series Resolution and its directors, officers, employees or agents, and any
officer, employee or agent of the Trustee, may in good faith, buy, sell, own, hold and deal in any Series
2013 Bonds issued under the provisions of this Series Resolution and may join in any action which any
Holder may be entitled to take with like effects as if such Trustee were not a trustee and such bank or trust
company were not a Depositary under this Series Resolution.
PPAB 20728450 22
Section 11.06 Approval of Purchase Agreement and Eighth Amendment to Lease
Agreement. The form, terms and provisions of the Purchase Agreement, relating to the Series 2013
Bonds and the Eighth Amendment to Lease Agreement, are hereby approved, and the Chairman or Vice
Chairman of the Board of the County and the County Manager are hereby authorized and directed to
execute and deliver the Purchase Agreement and the Eighth Amendment to Lease Agreement in the forms
presented at this meeting together with such changes, modifications and additions as he, with the advice
of counsel, may deem necessary and appropriate; such execution shall be conclusive evidence of the
authorization and approval thereof by the County.
Section 11.07 Approval of Preliminary Official Statement and Official Statement. The
Chairman or Vice Chairman of the Board of the County and the County Manager are hereby authorized
and directed to execute and deliver the Official Statement, to be dated as of the date of distribution
thereof, relating to the Series 2013 Bonds, in the form presented at this meeting together with such
changes, modifications, and additions as he, with the advice of counsel, may deem necessary and
appropriate; such execution and delivery shall be conclusive evidence of the approval and authorization in
all respects by the County of the form and content thereof. The County hereby approves distribution of
the Preliminary Official Statement relating to the Series 2013 Bonds, authorizes and approves the
execution and distribution of the Official Statement and approves and consents to the use and distribution
of copies of such Official Statement, the Bond Order and this Series Resolution by the underwriters in
connection with the public offering of the Series 2013 Bonds.
Section 11.08 Appointment of County Representative and Authorization for Other Acts.
(a)The Chairman and the Vice Chairman of the Board of the County, the County Manager, the Finance
Director and the County Attorney are hereby appointed County Representatives with full power to carry
out the duties set forth in the Bond Order and this Series Resolution.
(b) The members of the Board of the County and the agents and employees of the County
and the officers and agents of the Trustee are hereby authorized and directed to do all acts and things
required of them by the provisions of the Series 2013 Bonds, the Eighth Amendment to Lease Agreement,
the Bond Order and the Purchase Agreement for the full, punctual and complete performance of the
terms, covenants, provisions and agreements of the same and also to do all acts and things required of
them by the provisions of this Series Resolution.
(c) The Chairman, the Vice Chairman and the Clerk to the Board of the County, and the
County Manager, the Finance Director and the County Attorney, or any of them, are further authorized
and directed (without limitation except as may be expressly set forth herein) to take such action and to
execute and deliver any such documents, deeds, certificates, undertakings, agreements or other
instruments as they, with the advice of counsel, may deem necessary or appropriate to effect the
transactions contemplated by the Series 2013 Bonds, the Eighth Amendment to Lease Agreement, the
Bond Order,this Series Resolution and the Purchase Agreement.
Section 11.09 No Recourse Against Commissioners, Directors, Officers or Employees of
County, Corporation or Local Government Commission. No recourse, under or upon any statement,
obligation, covenant or agreement contained in this Series Resolution, in any Series 2013 Bond hereby
secured or in any document or certification whatsoever, or under any judgment obtained against the
County, the Corporation or the Local Government Commission, or by the enforcement of any assessment,
or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise, or under any
circumstances, shall be had against any commissioner, director, officer or employee, as such, of the
County, the Corporation or the Local Government Commission, either directly or through the County, the
Corporation, the Local Government Commission, or otherwise, for the payment, for or to the County or
the Corporation, or any receiver of the County or the Corporation, or for or to any Holder, or otherwise,
of any sum that may be due and unpaid upon any such Series 2013 Bond. Any and all personal liability
PPAB 20728450 23
of every nature, whether at common law or in equity or by statute or by constitution or otherwise, of any
such commissioner,director,officer or employee, as such,to respond,by reason of any act or omission on
his or her part or otherwise, for the payment, for or to the County,the Corporation,the Local Government
Commission,or any receiver of the County,the Corporation or the Local Government Commission,or for
or to any Holder, or otherwise, of any sum that may remain due and unpaid upon the Series 2013 Bonds
hereby secured or any of them, is hereby expressly waived and released as an express condition of, and in
consideration for,the adoption of this Series Resolution and the issuance of the Series 2013 Bonds.
Section 11.10 Headings. Any heading preceding the text of the several articles hereof, and any
table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference
and shall not constitute a part of this Series Resolution, nor shall they affect its meaning, construction or
effect.
Section 11.11 Continuing Disclosure. The County covenants and agrees that in the event of
the termination of the Lease it shall impose upon any successor lessee of the Existing Facilities or the
Health Care System the same continuing disclosure obligations, or if the County shall operate the
Existing Facilities or the Health Care System, the County shall assume and perform the same continuing
disclosure obligations,imposed upon the Corporation under the Lease.
If the County fails to comply with the undertaking described above, the Trustee or any beneficial
owner of the Series 2013 Bonds then Outstanding may take action to protect and enforce the rights of
beneficial owners with respect to such undertaking, including an action for specific performance;
provided, however, that failure to comply with such undertaking shall not be an Event of Default and
I,
shall not result in any acceleration of payment of the Series 2013 Bonds.
Section 11.12 Arbitrage. The County agrees that money on deposit in any fund or account
maintained in connection with the Series 2013 Bonds, whether or not such money was derived from the
proceeds of the sale of the Series 2013 Bonds or from any other sources, and whether or not the Series
2013 Bonds are Outstanding hereunder, (i)will not be used in a manner that would cause the Series 2013
j Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and applicable regulations
thereunder and (ii)will be used in a manner that will cause the Series 2013 Bonds not to be "arbitrage
j bonds" within the meaning of Section 148 of the Code and applicable regulations thereunder. The
County shall observe and not violate the requirements of Section 148 of said Code and any such
applicable regulations. In the event the County is of the opinion that it is necessary to restrict or limit the
yield on the investment of money held by the Trustee pursuant to this Series Resolution, or to use such
money in certain manners, in order to avoid the Series 2013 Bonds being considered "arbitrage bonds"
within the meaning of Section 148 of the Code and the regulations thereunder as such may be applicable
to the Series 2013 Bonds at such time, the County may issue to the Trustee a written certificate to such
effect and appropriate instructions, in which event the Trustee shall take such action as is necessary to
restrict or limit the yield on such investment or to use such money in accordance with such certificate and
instructions, irrespective of whether the Trustee shares such opinion.
Section 11.13 Tax Covenant. The County covenants that it will not take any action, or fail to
take any action, if any such action or failure to take action would adversely affect the exclusion of interest
paid on the Series 2013 Bonds from gross income of the owners thereof for federal income tax purposes;
provided,however,that the County shall have no obligation to pay any amounts necessary to comply with
r this covenant other than from Net Revenues or money received by the County from the Corporation.
i
Section 11.14 Notice to Local Government Commission and Rating Agencies. The Local
Government Commission and each Rating Agency then rating the Series 2013 Bonds shall receive notice
from the Trustee of the following events: any change in the Trustee; any material change in the Bond
PPAB 20728450 24
Order or this Series Resolution; any acceleration of the Series 2013 Bonds; and any redemption or
defeasance of the Series 2013 Bonds.
Section 11.15 Provisions Relating to Local Government Commission. The provisions
contained herein relating to any notice to, approval of or other action by the Local Government
Commission may not be amended, modified or supplemented without the prior written consent of the
Local Government Commission. Any such reference in this Series Resolution to the Local Government
Commission shall include, in each case, any authorized representative of the Local Government
Commission.
Section 11.16 Amended and Restated Series Resolution Effective. This Series Resolution
shall take effect immediately upon its adoption.
PPAB 20728450 25
EXHIBIT A
[FORM OF SERIES 2013 BONDS]
UNITED STATES OF AMERICA
STATE OF NORTH CAROLINA
COUNTY OF NEW HANOVER,NORTH CAROLINA
HOSPITAL REVENUE REFUNDING BOND
(NEW HANOVER REGIONAL MEDICAL CENTER)SERIES 2013
R- $
DATED OF ORIGINAL
INTEREST RATE MATURITY ISSUANCE CUSIP
PRINCIPAL SUM:
REGISTERED OWNER: CEDE&CO.
THE COUNTY OF NEW HANOVER (the "County"), a political subdivision of the State of North
Carolina, for value received, hereby promises to pay, solely from the sources and in the manner
hereinafter provided, to the registered owner identified above, or registered assigns, on the maturity date
set forth above (or earlier as hereinafter referred to), upon the presentation and surrender hereof at the
designated corporate trust office of U.S.Bank National Association, in Raleigh,North Carolina as Paying
Agent(the"Paying Agent")under the Bond Order and the Series Resolution(both as hereinafter defined),
the principal sum set forth above. The County also promises to pay, but solely from the sources
hereinafter provided, interest on this bond(calculated on the basis of a 360-day year consisting of twelve
30-day months) from the interest payment date next preceding the date on which it is authenticated,
unless it is authenticated on an interest payment date, in which event it shall bear interest from such
interest payment date, or it is authenticated prior to October 1, 2013, in which event it shall bear interest
from its date, payable on April 1 and October 1 of each year, beginning October 1, 2013, at the rate per
annum set forth above until the principal sum hereof is paid.
Capitalized terms not defined herein shall have the meanings set forth in the Bond Order adopted
by the Board of Commissioners of the County (the "Board')on October 6, 1993, as amended by the First
Supplemental Bond Order adopted by the Board on February 5, 1999 and the Second Supplemental Bond
Order adopted by the Board on December 7, 2005 (collectively, the "Bond Order") and the Series
Resolution adopted by the Board on June 3, 2013 (the "Series Resolution"). Reference is made to the
E Bond Order and the Series Resolution for a more complete statement of the provisions thereof and of the
rights of the County, the Corporation, the Trustee and the registered owners of the Series 2013 Bonds.
Copies of the Bond Order and the Series Resolution are on file and may be inspected at the designated
corporate trust office of the Trustee. By the purchase and acceptance of this Bond the registered owner
hereof signifies assent to all of the provisions of the Bond Order and the Series Resolution.
i
This Bond is a special obligation of the County under the Act. This Bond is secured by a pledge
of, and the principal of, the premium, if any, and interest on this Bond are payable solely from the Net
Revenues and the County's right to receive Net Revenues. This Bond is also secured by the money and
securities in the funds and accounts held by the Trustee under the Series Resolution, and the income from
A-1
the temporary investment thereof. This Bond does not constitute a debt of the County for which the faith
and credit and taxing power of the County are pledged, and the issuance of this Bond will not directly or
indirectly or contingently obligate the County to levy any tax or pledge any form of taxation for the
payment hereof.
This Bond is one of a duly authorized series of hospital revenue bonds of the County, designated
"County of New Hanover, North Carolina Hospital Revenue Refunding Bonds (New Hanover Regional
Medical Center) Series 2013" (the "Series 2013 Bonds"), issued pursuant to the Act, the Bond Order and
the Series Resolution for the purpose of providing funds, together with other available funds, to currently
refund all of the outstanding Series 2005 Bonds and pay certain related swap termination payments and
certain expenses of issuing the Series 2013 Bonds. In addition to the Series 2013 Bonds, the County has
heretofore issued under the Bond Order (a)$120,000,000 Variable Rate Hospital Revenue Bonds (New
Hanover Regional Medical Center Project) Series 2006A and Series 2006B, $116,015,000 of which are
currently outstanding, (b) $40,000,000 Variable Rate Hospital Revenue Bonds (New Hanover Regional
Medical Center Project) Series 2008A and Series 2008B, $37,020,000 of which are currently outstanding
and (c) $93,965,000 Hospital Revenue Refunding Bonds (New Hanover Regional Medical Center) Series
2011, $90,835,000 of which are currently outstanding.
The Series 2013 Bonds shall be issuable as registered bonds in Authorized Denominations. The
Series 2013 Bonds will be dated as of the Date of Original Issuance.
This Bond is registered on the Bond Register and may be transferred by the registered owner
hereof at the written request of such registered owner in person or by his duly authorized attorney, but
only in the manner, subject to the limitations and upon the payment of the charges provided in the Series
Resolution and upon surrender and cancellation of this Bond. Upon such transfer, a new fully registered
bond or bonds, without coupons, of the same maturity and of authorized denominations for the same
aggregate principal amount, will be issued to the transferee in exchange therefor.
The County,the Trustee and any Paying Agent may treat the registered owner of any Series 2013
Bond as the absolute owner thereof for all purposes, whether or not such Series 2013 Bond shall be
overdue, and shall not be bound by any notice to the contrary. All payments of or on account of the
principal of and premium, if any, and interest on any such Bond as herein provided shall be made only to
or upon the written order of the registered owner thereof or his legal representative, but such registration
may be changed as herein provided. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Series 2013 Bond to the extent of the sum or sums so paid.
The County, the Trustee and any Paying Agent shall not be required to register the transfer or
exchange of any Series 2013 Bond (i)after notice calling such Series 2013 Bond or portion thereof for
redemption has been mailed or(ii)during the fifteen day period next preceding the mailing of a notice of
redemption of the Series 2013 Bonds of the same Series, if any, and maturity.
The principal of, premium, if any, and interest on and the Redemption Price of the Series 2013
Bonds shall be payable in currency of the United States of America which, at the respective dates of
payment thereof, is legal tender for the payment of public and private debts.
The principal or Redemption Price of the Series 2013 Bonds shall be payable by check in lawful
money of the United States of America upon presentation at the Principal Office of the Paying Agent to
the Holders of the Series 2013 Bonds on such date. Interest on the Series 2013 Bonds shall be paid to the
Person whose name appears on the Bond Register as the Holder thereof as of the close of business on the
Record Date for each Interest Payment Date. Payment of the interest on the Series 2013 Bonds shall be
made by check mailed by first class mail to such Holder at its address as it appears on such registration
books, or, upon the written request of any Holder of at least $1,000,000 in aggregate principal amount of
PPAB 20728450 A-2
the Series 2013 Bonds, submitted to the Trustee at least five Business Days prior to the Record Date, by
wire transfer in immediately available funds to an account within the United States of America designated
by such Holder.
The Series 2013 Bonds are being issued by means of a book-entry system with no physical
distribution of bond certificates to be made except as provided in the Series Resolution. One bond
certificate with respect to each date on which the Series 2013 Bonds are stated to mature, in the aggregate
principal amount of the Series 2013 Bonds stated to mature on such date and registered in the name of
Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC'), is being
issued and required to be deposited with DTC and immobilized in its custody. The book-entry system
will evidence ownership of the Series 2013 Bonds in the principal amount of $5,000 or any whole
multiple thereof, with transfers of ownership effected on the records of DTC and its participants pursuant
to rules and procedures established by DTC and its participants. Transfer of principal, interest and any
redemption premium payments to beneficial owners of the Series 2013 Bonds by participants of DTC will
be the responsibility of such participants and other nominees of such beneficial owners. The County will
not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing
the records maintained by DTC, its participants or persons acting through such participants. While Cede
& Co. is the registered owner of this Bond, notwithstanding the provisions hereinabove contained,
payments of principal of or redemption premium, if any, and interest on this Bond shall be made in
accordance with the existing arrangements between the Trustee and DTC.
Defaulted Interest. Defaulted Interest with respect to any Series 2013 Bond shall cease to be
j payable to the holder of such Series 2013 Bond on the relevant Record Date and shall be payable to the
holder in whose name such Series 2013 Bond is registered at the close of business of the Trustee on the
Special Record Date for the payment of such Defaulted Interest, which shall be fixed as provided in the
Series Resolution.
i
Extraordinary Redemption. The Series 2013 Bonds are subject to redemption by the County at
the direction of the Corporation in whole or in part on any date at a Redemption Price equal to 100% of
the principal amount thereof, without premium, plus accrued interest to the Redemption Date, from Net
j Proceeds resulting from insurance carried or maintained with respect to the Health Care System as
required by the Bond Order, and Net Proceeds resulting from Eminent Domain proceedings, pursuant to
the Bond Order,to the extent such Net Proceeds exceed 10% of Net Book Value. The Series 2013 Bonds
are also subject to mandatory redemption in whole only on any date from money deposited by the
Corporation in the Redemption Fund at a Redemption Price equal to 100% of the principal amount
thereof,without premium,plus accrued interest to the Redemption Date in the event that,by reason of any
change in any federal or State law or of any legislative, administrative or judicial action or administrative
failure of action, (i)the Lease becomes unenforceable or impossible to perform without unreasonable
delay or(ii)unreasonable burdens or excessive liabilities are imposed on the County or the Corporation,
including, without limitation, the imposition of federal, state or other ad valorem property, income or
other taxes not being imposed on the date of the Lease.
[Optional Redemption. The Series 2013 Bonds maturing on or after October 1,_will be subject
to redemption by the County, at the direction of the Corporation, in whole or in part on any date on or
after October 1, _, at a Redemption Price equal to 100% of the principal amount of the Series 2013
Bonds to be redeemed, together with interest accrued thereon to the Redemption Date, all in the manner
provided in the Bond Order and the Series Resolution.
i
Mandatory Sinking Fund Redemption. The Series 2013 Bonds shall be redeemed pursuant to
mandatory sinking fund redemption on the first Business Day of October in the following years and
amounts at a Redemption Price equal to 100% of the principal amount of such Series 2013 Bonds to be
redeemed,plus accrued interest to the Redemption Date:
'i
i
PPAB 20728450 A-3
PRINCIPAL PRINCIPAL
YEAR AMOUNT YEAR AMOUNT
The amounts referred to above shall be reduced (i)by the amount of Series 2013 Bonds acquired
and delivered in accordance with the Series Resolution in satisfaction of such Sinking Fund Account
requirements and (ii) in connection with a partial redemption of Series 2013 Bonds if the Corporation
elects to reduce mandatory Sinking Fund Account redemptions for the Series 2013 Bonds in the manner
provided in the Series Resolution. Payment or redemption of the Series 2013 Bonds through the Sinking
Fund Account shall be without premium. The Series 2013 Bonds shall be redeemed by the Trustee
pursuant to the provisions of this paragraph without any notice from or direction by the County or the
Corporation.]
Purchase in Lieu of Redemption. In lieu of redeeming Series 2013 Bonds, the Trustee may, at
the request of the County, upon the direction of the Corporation, use such funds otherwise available
hereunder for redemption of Series 2013 Bonds to purchase Series 2013 Bonds identified by the County,
upon the direction of the Corporation, in the open market for cancellation at a price specified by the
County, upon the direction of the Corporation, not exceeding the Redemption Price then applicable
hereunder. The procedures for purchasing the Series 2013 Bonds in lieu of redeeming the same are set
forth in the Series Resolution. Such purchased Series 2013 Bonds may, in the case of optional
redemption,remain outstanding or otherwise shall be cancelled, all as provided in the Series Resolution.
General Redemption Provisions. Not less than 30 days but not more than 60 days before the
redemption date of any Series 2013 Bonds, whether such redemption be in whole or in part, the Trustee
shall cause a notice of any redemption signed by the Trustee to be mailed, postage prepaid, to all Holders
owning Series 2013 Bonds to be redeemed in whole or in part provided that notice to the Securities
Depository shall be sent in accordance with the Securities Depository's policies and procedures. Failure
to mail any such notice to any Holder or any defect in any notice so mailed shall not affect the validity of
the proceedings for the redemption of the Series 2013 Bonds of any other Holders to whom notice was
properly given. Each such notice shall set forth: the CUSIP numbers and, if the Series 2013 Bonds are
certificated bonds,the bond certificate numbers of the Series 2013 Bonds to be redeemed,the interest rate
of the Series 2013 Bonds to be redeemed, the Date of Original Issuance of the Series 2013 Bonds to be
redeemed,the Redemption Date,the Redemption Price to be paid,the maturities of the Series 2013 Bonds
to be redeemed and, in the case of Series 2013 Bonds to be redeemed in part only, the portion of the
principal amount thereof to be redeemed,the address and telephone number of the Trustee,the date of the
redemption notice, and that on the Redemption Date the Series 2013 Bonds called for redemption will be
payable at the designated corporate trust office of the Trustee, that from that date interest will cease to
accrue and be payable and that no representation is made as to the accuracy or correctness of the CUSIP
numbers printed therein or on the Series 2013 Bonds. If any Series 2013 Bond is to be redeemed in part
only, the notice of redemption shall state also that on or after the Redemption Date, upon surrender of
such Series 2013 Bond, a new Series 2013 Bond in principal amount equal to the unredeemed portion of
such Series 2013 Bond will be issued.
Any notice of redemption[, except a notice of redemption in respect of a mandatory sinking fund
redemption,] at the direction of the Corporation, may state that the redemption to be effected is
PPAB 2072845v7 A-4
conditioned upon the receipt by the Trustee on or prior to the Redemption Date of moneys sufficient to
pay the principal of and premium, if any, and interest on the Series 2013 Bonds or portions thereof to be
redeemed, and if such moneys are not so received, such notice shall be of no force or effect and such
Series 2013 Bonds shall not be required to be redeemed. In the event that such notice contains such a
condition and moneys sufficient to pay the principal of and premium, if any, and interest on such Series
2013 Bonds are not received by the Trustee on or prior to the Redemption Date, the redemption shall not
be made, and the Trustee shall within a reasonable time thereafter give notice, in the manner in which the
notice of redemption was given,that such moneys were not so received.
The Series 2013 Bonds shall be redeemed only in Authorized Denominations. If less than all the
Series 2013 Bonds are called for redemption, the Series 2013 Bonds of each maturity to be so redeemed
shall be called for redemption in the manner set forth in a certificate of the Corporation filed with the
Trustee. If less than all of the Series 2013 Bonds of any one maturity are to be called for redemption, the
Trustee shall select the Series 2013 Bonds of each such maturity to be redeemed by lot, each $5,000
portion of principal being counted as one Series 2013 Bond for this purpose; provided, however, that so
long as the only Owner of the Series 2013 Bonds is a Securities Depository Nominee, such selection shall
be made by the Securities Depository by lot in accordance with its operating rules and procedures.
No redemption of less than all of the Series 2013 Bonds of a series at the time outstanding shall
be made pursuant to the Series Resolution unless (i)the aggregate principal amount of such Series 2013
Bonds to be redeemed is equal to or greater than$100,000 and(ii)the Series 2013 Bonds are redeemed in
Authorized Denominations.
If less than all of a Series 2013 Bond is selected for redemption, the Owner thereof shall resent
P p
and surrender such Series 2013 Bond to the Trustee for payment of the principal amount thereof so called
for redemption, and the redemption premium, if any, on such principal amount, and the County shall, if
necessary, execute and the Trustee shall authenticate and deliver to or upon the order of such Owner,
without charge, for the unredeemed portion of the principal amount of the Series 2013 Bond so
surrendered, a new Series 2013 Bond of the same maturity and designation, bearing interest at the same
rate of any Authorized Denominations.
j Series 2013 Bonds presented and surrendered in accordance with the provisions hereof shall be
canceled upon the surrender thereof.
On or before the date upon which Series 2013 Bonds are to be redeemed, the County shall
deposit, or cause to be deposited, with the Trustee money or Defeasance Obligations, or a combination of
f both,that will be sufficient to pay on the Redemption Date the Redemption Price of, and interest accruing
on,the Series 2013 Bonds or portions thereof to be redeemed on such Redemption Date.
On the Redemption Date, notice having been given in the manner and under the conditions
hereinabove provided, the Series 2013 Bonds or portions thereof called for redemption shall be due and
payable at the Redemption Price provided therefor, plus accrued interest to such date (except in the case
of a conditional redemption authorized by the Series Resolution if moneys are not so available), and if
moneys sufficient to pay the Redemption Price of the Series 2013 Bonds or portions thereof to be
redeemed plus accrued interest thereon to the Redemption Date are held by the Trustee in trust for the
owners of the Series 2013 Bonds or portions thereof to be redeemed, interest on the Series 2013 Bonds or
portions thereof called for redemption shall cease to accrue on such Redemption Date; such Series 2013
Bonds or portions thereof shall cease to be entitled to any benefits or security under the Bond Order or the
Series Resolution or to be deemed Outstanding; and the owners of such Series 2013 Bonds or portions
thereof shall have no rights in respect thereof except to receive payment of the Redemption Price thereof,
plus accrued interest to the Redemption Date.
PPAB 20728450 A-5
The Bond Order provides for the issuance from time to time under the conditions, limitations and
restrictions therein set forth of additional Indebtedness, including Indebtedness secured pari passu with
the Series 2013 Bonds and all other Outstanding Bonds issued under the Bond Order as to the pledge,
charge and lien upon the Net Revenues.
The registered owner of this Bond shall have no right to enforce the provisions of the Bond Order
or the Series Resolution, or to institute action to enforce the covenants therein, or to take any action with
respect to any event of default under the Bond Order or the Series Resolution, or to institute, appear in or
defend any suit or other proceeding with respect thereto, except as provided in the Bond Order or the
Series Resolution; provided, however, that any registered owner may institute action to enforce the
payment of the principal of or the interest on this Bond.
Upon the occurrence of certain events, and on the conditions, in the manner and with the effect
set forth in the Bond Order,the principal of all Series 2013 Bonds then Outstanding under the Bond Order
may become or may be declared due and payable before the respective stated maturities thereof, together
with the interest accrued thereon.
Modifications or alterations of the Bond Order or any bond order supplemental thereto, or the
Series Resolution or any series resolution supplemental thereto,may be made only to the extent and in the
circumstances permitted by the Bond Order and the Series Resolution.
This Bond, notwithstanding the provisions for registration of transfer stated herein and contained
in the Bond Order and the Series Resolution, at all times shall be and shall be understood to be an
investment security within the meaning of and for all the purposes of Article 8 of the Uniform
Commercial Code of North Carolina. This Bond is issued with the intent that the laws of the State of
North Carolina shall govern its construction.
All acts, conditions and things required to happen, exist and be performed precedent to and in the
issuance of this Bond and the adoption of the Bond Order and the Series Resolution have happened, exist
and have been performed as so required.
Neither the members or officers of the County nor any person executing this Bond is liable
personally hereon or subject to any personal liability or accountability by reason of the issuance thereof
This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or
security under the Bond Order or the Series Resolution until it shall have been authenticated by the
execution by the Trustee of the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, the County of New Hanover has caused this Bond to be executed by the
manual signatures of the Chairman of its Board of Commissioners and the Clerk to said Board and its
official seal to be impressed hereon all as of the_day of June, 2013.
COUNTY OF NEW HANOVER,NORTH CAROLINA
By:
Chairman of the Board of Commissioners
By:
Clerk to the Board of Commissioners
PPAB 20728450 A-6
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This Bond is one of the Series 2013 Bonds designated and described in the provisions of the
within-mentioned Bond Order and Series Resolution.
U.S.BANK NATIONAL ASSOCIATION,Trustee
By:
Authorized Signatory
PPAB 2072845v7 A-8
CERTIFICATE OF LOCAL GOVERNMENT COMMISSION
The issuance of the within-mentioned Series 2013 Bonds has been approved under the provisions
of The State and Local Government Revenue Bond Act of North Carolina,as amended.
LOCAL GOVERNMENT COMMISSION OF NORTH
CAROLINA
By:
Secretary
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PPAB 20728450 A-9
[FORM OF ASSIGNMENT]
FOR VALUERECEIVED the undersigned hereby sells,assigns and transfers unto
(Please print or typewrite Name and Address,
including Zip Code,and Federal Taxpayer Identification or
Social Security Number of Assignee)
the within Bond and all rights thereunder,and hereby irrevocably constitutes and appoints
Attorney to register the transfer of the within Bond on the books kept for registration thereof,
with full power of substitution in the premises.
Dated:
Signature guaranteed by:
NOTICE: Signature must be guaranteed by a NOTICE: The signature to this assignment must
Participant in the Securities Transfer Agent correspond with the name as it appears on the
Medallion Program ("Stamp") or similar face of the within Bond in every particular,
program. without alteration, enlargement or any change
whatever.
TRANSFER FEE MAY BE REQUIRED
PPAB 20728450 A-10
Exhibi
Book Page
Addendum
to the
By-laws of the Parks Conservancy of New Hanover County, Inc.
Whereas, the adopted Bylaws do not address staggered terms for initial
appointment of directors,
Now, Therefore, the following addendum is adopted and enacted:
Initial Board. For initial appointments, two persons shall serve one year terms,
three persons shall serve'two year terms, and three persons shall serve three years
terms. For purpose of Section 3 Elections, Terms and Vacancies any initial term
less than three years duration shall not constitute a term when determining re-
appointment eligibility.
ADOPTED this the X`day of , 2013.
NEW VER TY
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�y Woody White, n
ATTEST:
Sheila L. Schult, Clerk to the Board
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