BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ORANGE COUNTY, FLORIDA:

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1 APPROVED BY ORANGE COUNTY BOARD OF COUNTY COMMISSIONERS JUN &/a - RESOLUTION NO B-06 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ORANGE COUNTY, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $200,000,000 TOURIST DEVELOPMENT TAX REFUNDING REVENUE BONDS, SERIES 1996, FOR THE PRINCIPAL PURPOSE OF PROVIDING FUNDS FOR REFUNDING A PORTION OF THE COUNTY'S TOURIST DEVELOPMENT TAX REVENUE BONDS, SERIES 1992B; AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL INDENTURE OF TRUST TO SECURE THE AFOREMENTIONED BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT WITH FIRST UNION NATIONAL BANK OF FLORIDA; PROVIDING FOR PUBLIC SALE OF THE BONDS; DELEGATING AUTHORITY TO THE COUNTY CHAIRMAN (OR HER DESIGNEE) TO AWARD THE BONDS TO THE SUCCESSFUL BIDDER SUBJECT TO CERTAIN CONDITIONS AND TO TAKE OTHER NECESSARY ACTION IN CONNECTION THEREWITH; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF SUCH BONDS; ESTABLISHING THE BOOK-ENTRY SYSTEM PROVISIONS FOR THE BONDS; AUTHORIZING THE PURCHASE OF A DEBT SERVICE RESERVE SURETY POLICY IN LIEU OF THE REQUIRED DEPOSITS IN THE BOND RESERVE ACCOUNT; AUTHORIZING THE PURCHASE OF MUNICIPAL BOND INSURANCE; MAKING OTHER PROVISIONS IN CONNECTION WITH THE FOREGOING; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF ORANGE COUNTY, FLORIDA: SECTION 1. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Award Certificate" means the Certificate of the Chairman awarding the Series 1996 Bonds and setting forth certain other matters pursuant to Section 9 hereof.

2 "Board" means the Board of County Commissioners of the County. "Chairman" means the County Chairman and, in her absence or unavailability, the Vice- Chairman of the Board or such other person as may be designated by her to act on her behalf. "Comptroller" means the County Comptroller, ex officio Clerk to the Board and, in her absence or unavailability, any Deputy Comptroller or Deputy Clerk, as the case may be, or such other person as may be duly authorized to act on her behalf. "County" means Orange County, Florida, a political subdivision of the State of Florida. "Endorsement Agreementt' means the Second Amended and Restated Endorsement Agreement, dated August 1, 1990, between the County and the City of Orlando, as amended. "Escrow Agent" means First Union National Bank of Florida, and any successor thereto. "Escrow Deposit Agreement" means the Escrow Deposit Agreement, between the County and the Escrow Agent. "Escrow Fund" means the escrow deposit trust fund established pursuant to the terms of the Escrow Deposit Agreement. "First Supplemental Indenture" means the First Supplemental Indenture to the Amended and Restated Indenture of Trust relating to the Series 1996 Bonds, between the County and the Trustee. "Indenture" means the Indenture of Trust, dated as of December 1, 1985, as amended and supplemented, and as amended and restated by the Amended and Restated Indenture of Trust, dated as of August 1, 1995, between the County and the Trustee. "Parity Bonds" means the Series 1986 Bonds, the Series 1990 Bonds, the Series 1992A Bonds, the Series 1992B Bonds, the Series 1994A Bonds, the Series 1994B Bonds, in each case Outstanding under the Indenture, and any other obligations which constitute Parity Bonds under Article V of the Indenture. "Pledged Revenues" shall have the meaning provided therefor in the Indenture. "Refunded Bonds" means the portion of the Series 1992B Bonds to be refunded by the Series 1996 Bonds. as set forth in the Award Certificate. "Series 1985 Bonds" means the Orange County, Florida Tourist Development Tax Revenue Refunding Bonds, Series 1985, which obligations have been defeased in accordance with the Indenture. "Series 1986 Bonds" means the Orange County, Florida Tourist Development Tax Revenue Bonds, Series 1986.

3 "Series 1990 Bonds" means the Orange County, Florida Tourist Development Tax Revenue Bonds, Series "Series 1992A Bonds" means the Orange County, Florida, Tourist Development Tax Refunding Revenue Bonds, Series 1992A. "Series 1992B Bonds" means the Orange County, Florida, Tourist Development Tax Revenue Bonds, Series 1992B. "Series 1994A Bonds" means the Orange County, Florida Tourist Development Tax Refunding Revenue Bonds, Series 1994A. "Series 1994B Bonds" means the Orange County, Florida Tourist Development Tax Revenue Bonds, Series 1994B. "Series 1996 Bonds" means the Orange County, Florida Tourist Development Tax Refunding Revenue Bonds, Series 1996, authorized to be issued pursuant to the Indenture and the First Supplemental Indenture. "Trustee" means First Union National Bank of Florida, succeeding to the rights, interests and obligations of Southeast Bank, N.A., and any successor thereto. "Underwriters" mean the successful bidders of the Series 1996 Bonds. SECTION 2. FINDINGS. It is hereby found and determined that: (A) Acting under authority granted by Section , Florida Statutes, the Board on March 16, 1978, adopted Ordinance No imposing the tourist development tax and adopted a plan that, as amended, is known as the "Tourist Development Plan." (B) The Board has heretofore authorized the issuance of, and the County has issued, the Parity Bonds, which are secured by the Pledged Revenues in accordance with the terms of the Indenture and the Endorsement Agreement. (C) The proceeds of the Parity Bonds were used, among other purposes, to finance or refinance improvements to the Orange County Convention Center, the Orlando Arena and/or the Orange CountyIOrlando Citrus Bowl. (D) In order to provide for the security of the Parity Bonds, as well as other obligations issued on parity therewith, the County has heretofore entered into the Indenture and the Endorsement Agreement. (E) The County has heretofore defeased the Series 1985 Bonds with moneys legally available for such purpose under the Indenture and has refunded a portion of the Series 1986 Bonds and the Series 1990 Bonds.

4 (F) The County deems it in its best interests to refund the Refunded Bonds with proceeds of the Series 1996 Bonds, as well as other legally available moneys, in order to provide substantial debt service savings to the County. (G) Certain proceeds of the Series 1996 Bonds, together with other moneys of the County, shall be deposited in the Escrow Fund held pursuant to the Escrow Deposit Agreement and shall be invested in U.S. Treasury obligations, such that the principal of and interest on such obligations, together with any cash balances held in the Escrow Fund, shall be sufficient to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds. (H) The Series 1996 Bonds shall be issued under the Indenture and shall be on parity with the Parity Bonds. (I) The Board is authorized and empowered to enter into transactions such as those contemplated by this Resolution, the Indenture, the Endorsement Agreement, and the First Supplemental Indenture. (J) It is in the best interest of the County and its residents to sell the Series 1996 Bonds at a duly noticed public sale, thereby obtaining the best possible prices and interest rates for the Series 1996 Bonds. The form of the Official Notice of Bond Sale is attached hereto as Exhibit C. (K) It is necessary to delegate to the Chairman the authority to award the Series 1996 Bonds to the successful bidder and fix the date, maturities, mandatory amortization installments, interest rates, redemption provisions and certain other details of the Series 1996 Bonds and specify the maturities and amounts of the Series 1992B Bonds to be refunded, subject to certain restrictions. (L) It is necessary and desirable to establish the book-entry registration system provisions for the Series 1996 Bonds. (M) The County's Co-Financial Advisors have advised the County that it is in the County's best financial interest to purchase a policy of municipal bond insurance in connection with the issuance of the Series 1996 Bonds. (N) The County's Co-Financial Advisors have further advised the County and the County hereby determines it to be in the County's best interest to provide the required deposit to the Bond Reserve Account in connection with the issuance of the Series 1996 Bonds by either amending the existing reserve account surety bond for the Parity Bonds or purchasing a separate reserve account surety bond for the Series 1996 Bonds, such funding being permitted by Section 4.35 of the Indenture.

5 SECTION 3. AUTHORIZATION FOR REFUNDING THE REFUNDED BONDS. The County hereby authorizes the refunding of the Refunded Bonds in accordance with the terms of the First Supplemental Indenture and the Escrow Deposit Agreement. In order to accomplish the foregoing transaction, the issuance of the Series 1996 Bonds is hereby authorized in accordance with the terms of the Indenture; provided, however, that the Series 1996 Bonds shall not be issued unless the conditions to the issuance thereof as Parity Bonds pursuant to Section 2.10 and Article V of the Indenture are satisfied. SECTION 4. APPROVAL OF FIRST SUPPLEMENTAL INDENTURE. The County hereby authorizes and directs the Chairman to execute the First Supplemental Indenture, and the Comptroller to attest the same under the seal of the County, and to deliver the First Supplemental Indenture to the Trustee for its execution. The First Supplemental Indenture shall be in substantially the form attached hereto as Exhibit A, with such changes, amendments, modifications, omissions and additions as may be approved by said Chairman. Execution by the Chairman of the First Supplemental Indenture shall be conclusive evidence of approval of such changes. SECTION 5. SALE OF SERIES 1996 BONDS; TERMS OF SERIES 1996 BONDS AND APPLICATION OF PROCEEDS THEREOF. The County hereby authorizes the sale of the Series 1996 Bonds at public sale in accordance with the Official Notice of Bond Sale, the form of which is attached hereto as Exhibit C, and subject to the conditions for award set forth in Section 9 hereof. The County hereby approves of the terms and details of the Series 1996 Bonds and the application of the proceeds thereof, all as shall be provided in the First Supplemental Indenture and the Escrow Deposit Agreement and as shall comply with the requirements of Section 9 hereof. The use, if any, of moneys currently held under the Indenture to refund the Refunded Bonds is hereby approved in accordance with the terms of the First Supplemental Indenture and the Escrow Deposit Agreement. The Series 1996 Bonds shall be issued as Parity Bonds under the Indenture, secured in accordance with the provisions of the Indenture and the Endorsement Agreement. SECTION 6. APPROVAL OF ESCROW DEPOSIT AGREEMENT; AUTHORIZATION FOR FORWARD PURCHASE AGREEMENT. The County hereby authorizes and directs the Chairman to execute the Escrow Deposit Agreement, and the Comptroller to attest the same under the seal of the County, and to deliver the Escrow Deposit Agreement to the Escrow Agent for its execution. The Escrow Deposit Agreement shall be in substantially the form attached hereto as Exhibit B, with such changes, amendments, modifications, omissions and additions as may be approved by said Chairman. Execution by the Chairman of the Escrow Deposit Agreement shall be conclusive evidence of approval of such changes. First Union National Bank of Florida is hereby appointed as Escrow Agent under the Escrow Deposit Agreement. Additionally, upon the advice of the County's Co-Financial Advisors based upon market conditions at the time of sale of the Series 1996 Bonds, the County hereby authorizes the solicitation of bids for the sale of the County's right to reinvest certain cash balances in the escrow fund created pursuant to the Escrow Deposit Agreement and the entering into of a Forward Purchase Agreement and any related agreement (collectively, the "Forward Purchase Agreement") with the highest bidder (the "Supplier") and the Escrow Agent, in form and

6 substance satisfactory to the County Attorney and Co-Bond Counsel. The Forward Purchase Agreement shall provide for the payment by the Supplier of a sum certain to the County at the time of the issuance of the Series 1996 Bonds in exchange for the Supplier being entitled to sell U.S. Treasury obligations to the Escrow Agent at the maturity value thereof and thereby provide for the reinvestment of certain moneys held by the Escrow Agent under the Escrow Deposit Agreement. The Award Certificate shall include a determination as to whether the Forward Purchase Agreement will be entered into and the identity of the Supplier for such Forward Purchase Agreement, if any. The Chairman and Comptroller are hereby authorized to execute a Forward Purchase Agreement upon delivery of the Series 1996 Bonds, upon approval of the form of such agreement by the County Attorney and Co-Bond Counsel. SECTION 7. APPROVAL OF FINAL DETAILS OF SERIES 1996 BONDS. The County hereby authorizes and directs the Chairman to award the Series 1996 Bonds to the successful bidder pursuant to the terms of the Indenture, the Official Notice of Bond Sale and the conditions set forth in Section 9 hereof. The Chairman shall execute the Award Certificate setting forth the final interest rates and other characteristics of the Series 1996 Bonds and identifying the Refunded Bonds as provided in Section 9 hereof. SECTION 8. PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT. The distribution of a Preliminary Official Statement, a draft of which is attached hereto as Exhibit D, is hereby authorized. The Chairman, upon the advice of the County Attorney and the County's Co-Disclosure Counsel, is hereby authorized to certify or otherwise represent when the Preliminary Official Statement is "deemed final" by the County as of its date (except for permitted omissions), for purposes of Rule 15c2-12 of the Securities Exchange Commission (the "Rule") The Chairman and Comptroller of the County and each of them are authorized and directed, on behalf of the County, in their official capacities, to modify, change and supplement the Preliminary Official Statement, and to certify and otherwise represent, that the Preliminary Official Statement as so modified, changed and supplemented (the "Official Statement") is "final" for purposes of the Rule. Those officers and each of them are also authorized to sign and deliver on behalf of the County, in their official capacities, the final Official Statement and to certify the accuracy of the final Official Statement and any amendment thereto as may, in their judgment, be necessary or appropriate, to the Underwriter. The distribution and use of the final Official Statement by the Underwriter in connection with the original issuance of the Series 1996 Bonds is further approved. SECTION 9. DELEGATION TO CHAIRMAN TO AWARD SERIES 1996 BONDS; CONDITIONS PRECEDENT. The Chairman is hereby, subject to the conditions hereinafter set forth, authorized and empowered to award the Series 1996 Bonds to the successful bidder on behalf of the County and to determine and designate which maturities of the Series 1992B Bonds shall constitute the "Refunded Bonds." This delegation of authority is expressly made subject to the following conditions:

7 A. The award of the Series 1996 Bonds shall take place on or before June 30, B. The Chairman shall approve the final form of the Official Notice of Bond Sale, in substantially the form attached hereto as Exhibit C, with such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved by the Chairman, upon the advice of Co-Bond Counsel and the County Attorney. C. The aggregate principal amount of the Series 1996 Bonds to be sold shall not exceed two hundred million dollars ($200,000,000) and the Series 1996 Bonds shall mature not later than October 1, D. The County shall realize a present value savings of not less than four percent (4%) of the principal amount of the Refunded Bonds as a result of the refunding of the Refunded Bonds. E. The true interest cost on the Series 1996 Bonds shall not exceed six percent (6.00%) per annum. F. The County shall have received a disclosure statement from the Underwriters, setting forth the information required by Section , Florida Statutes, as amended. G. The Underwriters shall have delivered to the County their good faith deposit in the amount of two percent (2%) of the principal amount of the Series 1996 Bonds in accordance with the Official Notice of Bond Sale attached hereto. H. The Series 1996 Bonds shall be awarded to the bidder providing the lowest true interest cost to the County in accordance with the Official Notice of Bond Sale attached hereto. I. Such other conditions as shall be deemed necessary by Co-Bond Counsel or the County Attorney. Upon the satisfaction of the foregoing conditions and to evidence the sale and award of the Series 1996 Bonds to the Underwriters, the Chairman shall execute and deliver the Award Certificate which shall (1) certify compliance with the foregoing provisions; (2) set forth the maturities and amounts of the Refunded Bonds; (3) set forth the principal amount, maturities, interest rates and other fiscal details of the Series 1996 Bonds; (4) attach the original Official Bid Form of the successful bidder; and (5) set forth any additional matters relating to the sale of the Series 1996 Bonds and/or the refunding of the Refunded Bonds, including but not limited to, the determination to enter into a Forward Purchase Agreement, the identity of the municipal bond insurer for the Series 1996 Bonds pursuant to Section 13 hereof, and the method for satisfying the reserve requirement for the Series 1996 Bonds pursuant to Section 14 hereof. SECTION 10. GOOD FAITH DEPOSIT. A good faith deposit in the amount of two percent (2%) of the principal amount of the Series 1996 Bonds shall be required of the Underwriter, which deposit shall be made as described in and subject to the conditions of the Official Notice of Bond Sale.

8 SECTION 11. TAX COMPLIANCE CERTIFICATE. The County Chairman and the Comptroller are hereby authorized to execute a federal tax compliance certificate expressing the expectation of the County as to the investment and expenditure of the proceeds of the Series 1996 Bonds and of the investment of funds collected to pay the Series 1996 Bonds. SECTION 12. BOOK-ENTRY SYSTEM. The Series 1996 Bonds shall be issued initially in book-entry only form. The County is authorized to enter into the Letter of Representations in the form furnished by The Depository Trust Company ("DTC"), and make such other provisions and perform such further acts as are necessary to provide for the issuance of the Series 1996 Bonds in book-entry only form. The Series 1996 Bonds shall be registered to Cede & Co. ("Cede"), as nominee for DTC, and immobilized in the custody of DTC. All payments for the principal of, interest and redemption premiums, if any, on the Series 1996 Bonds shall be paid by check, draft or wire transfer by the Trustee to Cede, without prior presentation or surrender of any Series 1996 Bonds (except for final payment thereof); and shall constitute payment thereof pursuant to, and for all purposes, of the Indenture. SECTION 13. MUNICIPAL BOND INSURANCE. The County has been advised by the County's Co-Financial Advisors that it is in the County's best interest to purchase a policy of municipal bond insurance in connection with the issuance of the Series 1996 Bonds. The County is applying to the major municipal bond insurance companies for such insurance and expects to receive one or more commitments for the issuance of such insurance prior to the award of the Series 1996 Bonds. The Chairman is hereby authorized to receive such commitments and, with the advice of the County Attorney and the County's Co-Financial Advisors, to accept the commitment of the insurer providing the best commitment on the basis of (1) premium cost and (2) covenants and/or restrictions required by the terms of the commitment. The identity of the insurer for the Series 1996 Bonds shall be included in the Award Certificate for the Series 1996 Bonds. There shall be printed on the back of each Series 1996 Bond a statement to the effect that payment of the principal of and interest on the Series 1996 Bonds is insured by the insurer, and the Comptroller is hereby authorized and directed to pay the premium stated in the commitment for said municipal bond insurance policy upon the delivery of the Series 1996 Bonds. SECTION 14. DEBT SERVICE RESERVE SURETY BOND. The Indenture requires the County to maintain in the Bond Reserve Account (as defined in the Indenture) the Debt Service Reserve Requirement (as defined in the Indenture). This requirement is currently satisfied by a debt service reserve surety bond, which by its current terms will not extend to the Series 1996 Bonds. The Chairman, Comptroller and the County's Co-Financial Advisors are hereby authorized to determine the best method of funding the Debt Service Reserve Requirement for the Series 1996 Bonds by (1) negotiating an amendment to the existing debt service reserve surety bond or (2) seeking a commitment for the provision of a separate debt service reserve surety bond for the Series 1996 Bonds complying with the requirements of the Indenture. The Chairman, upon the advice of the County Attorney and the County's Co- Financial Advisors, is hereby authorized to accept the commitment of either (1) the provider of the existing debt service reserve surety bond with respect to an amendment thereto, or (2) the provider of a separate debt service reserve surety bond, on the same basis as is set forth in Section 13 above with respect to municipal bond insurance. The method of funding the Debt

9 Service Reserve Requirement for the Series 1996 Bonds shall be set forth in the Award Certificate. The Comptroller is hereby authorized and directed to pay the amount stated in the commitment for said amendment or separate debt service reserve surety bond, as the case may be, upon the delivery of the Series 1996 Bonds. Said debt service reserve surety bond shall constitute a reserve account instrument under the Indenture. The Chairman and the Comptroller of the County are hereby authorized and directed to execute and deliver an agreement of the County (which may be an amendment to an existing agreement) evidencing the County's obligation to repay any amounts drawn under the debt service reserve surety bond provided the form of such agreement (or amendment) is approved by the County Attorney. SECTION 15. EXECUTION AND DELIVERY OF SERIES 1996 BONDS. The Chairman and Comptroller are hereby authorized and directed, subject to the sale of the Series 1996 Bonds upon compliance with the conditions set forth in Section 9 hereof, to execute and attest, respectively, and deliver the Series 1996 Bonds to or on behalf of the successful bidder upon payment of the purchase price, pursuant to the conditions stated in the Official Notice of Bond Sale and the Indenture. SECTION 16. GENERAL AUTHORITY. The Chairman, the members of the Board, the Comptroller and the officers, attorneys and other agents or employees of the County are hereby authorized to do all acts and things required of them by this Resolution, the Official Statement, the Indenture, the Endorsement Agreement, and/or the Escrow Deposit Agreement, or desirable or consistent with the requirements of this Resolution, the Indenture, the Endorsement Agreement, or the Official Statement for the full punctual and complete performance of all the terms, covenants and agreements contained herein or therein, and the Chairman and each member, employee, attorney and officer of the Board and the Comptroller is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. The Chairman and the Comptroller are hereby authorized to execute any and all forms and agreements relating to the purchase of securities to be deposited into the Escrow Fund. SECTION 17. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof.

10 SECTION 18. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. ADOPTED at a meeting this & day o h ORANGE COUNTY, FLORIDA n County Comptroller as ex to the Board fl icio Clerk

11 EXHIBIT A FORM OF FIRST SUPPLEMENTAL INDENTURE OF TRUST

12 EXHIBIT B FORM OF ESCROW DEPOSIT AGREEMENT

13 EXHIBIT C FORM OF OFFICIAL NOTICE OF BOND SALE

14 EXHIBIT D DRAFT PRELIMINARY OFFICIAL STATEMENT

15 EXHIBIT A ~ Third Draft 1/26/96 ORANGE COUNTY, FLORIDA AND FIRST UNION NATIONAL BANK OF FLORIDA AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE OF TRUST TO AMENDED AND RESTATED INDENTURE OF TRUST Dated as of August 1, 1995 Dated as of February 1, 1996 Securing $ Orange County, Florida Tourist Development Tax Refunding Revenue Bonds, Series 1996,

16 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1. Definitions ARTICLE I1 THE SERIES 1996 BONDS Section 2.1. Authorization Section 2.2. Series 1996 Bond Details Section 2.3. Repistration of Bonds Section 2.4. Places of Payments Section 2.5. Authentication Section 2.6. Authentication and Delivew of Series 1996 Bonds Section 2.7. DTC Book-Entw ARTICLE I11 REDEMPTION OF SERIES 1996 BONDS Section 3.1. Redem~tion of Series 1996 Bonds Section 3.2. Additional Notice of Redem~tion ARTICLE IV FLOW OF FUNDS; SUPPLEMENTAL REVENUES; TAX COVENANT Section 4.1. Payment of Series 1996 Bonds Section 4.2. Pledge of Su~~lemental Revenues Section 4.3. Enforcement of Endorsement Agreement Section 4.4. Amendment to Endorsement Agreement Prior to Issuance of Paritv Bonds Bearing Interest at a Floatinv Rate Section 4.5. Interest on Series 1996 Bonds to Remain Tax Exem~t: Arbitrage

17 TABLE OF CONTENTS (Continued) ARTICLE V TRUSTEE Section 5.1. Acce~tance of Trust , Section 5.2. Insurer's Rights and Remedies , Section 5.3. Records: Tax Certificate ARTICLE VI SERIES 1996 BOND PROCEEDS; SERIES 1996 FUNDS Section 6.1. Series 1996 Rebate Fund Section 6.2. A~vlication of Excess in Accounts Section 6.3. A~vlication of Series 1996 Bond Proceeds ARTICLE VII PROVISIONS IN REGARD TO SERIES 1996 BOND INSURER AND RESERVE ACCOUNT INSTRUMENT PROVIDER Section 7.1. Provisions Relatine to Munici~ai Bond Insurance Policv Section 7.2 Covenants for the Benefit of Provider of Reserve Fund Surety Policy Section 8.1. Section 8.2. Section 8.3. Section 8.4. Section 8.5. Section 8.6. Section 8.7. Section 8.8. ARTICLE VIII CONTINUING DISCLOSURE EwpltFian. af Annual Information; Audded.Financial.Statements; and. Natices dl0 Annual Information and S~ecified Events Amendments Remedv for Breach Non-A~DroDriation Terminatioq Trustee's Res~onsibility Se~arate Bond Re~ort Not Reauired

18 TABLE OF CONTENTS (Continued) ARTICLE IX MISCELLANEOUS Section 9.1. Indenture Confirmed Section 9.2. Amendments Section 9.3. Severability Section 9.4. A~~licable Law Section 9.5. Countemarts iii

19 THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST (the "First Supplemental Indenture") made and entered into as of February 1, 1996, by and between ORANGE COUNTY, FLORIDA (the "County") and FIRST UNION NATIONAL BANK OF FLORIDA, as trustee, a national banking association duly organized and qualified under the laws of the United States of America to accept and administer the trust hereby created and having its designated corporate trust office in the City of Jacksonville, Florida (the "Trustee"): WITNESSETH: WHEREAS, acting under the authority granted by Section , Florida Statutes, the Board of County Commissioners of Orange County, Florida (the "Board") did on March 16, 1978, adopt Orange County Ordinance No. 78-7, as amended (the "Tourist Development Tax Ordinance") imposing that certain tax which is defined in the hereinafter mentioned Indenture as the "Tourist Development Tax" and adopting a plan known as the "Tourist Development Plan"; and WHEREAS, in order to carry out the Tourist Development Plan, the County has issued pursuant to an Indenture of Trust, dated as of December 1, 1985, as amended and supplemented, and as amended and restated by the Amended and Restated Indenture of Trust, dated as of August 1, 1995 (collectively, the "Indenture"), between the County and First Union National Bank of Florida, as successor to Southeast Bank, N.A., as trustee, $47,875,000 Tourist Development Tax Revenue Refunding Bonds, Series 1985 (the "Series 1985 Bonds"), $132,980,000 Tourist Development Tax Revenue Bonds, Series 1986 (the "Series 1986 Bonds "), $613 10,000 Tourist Development Tax Revenue Bonds, Series 1990 (the "Series 1990 Bonds"), $105,750,000 Tourist Development Tax Refunding Revenue Bonds, Series 1992A (the "Series 1992A Bonds "), $194,235,000 Tourist Development Tax Revenue Bonds, Series 1992B (the "Series 1992B Bonds"), $24,470,000 Tourist Development Tax Refunding Revenue Bonds, Series 1994A (the "Series 1994A Bonds") and $165,080,000 Tourist Development Tax Revenue Bonds, Series 1994B (the "Series 1994B Bonds"); and WHEREAS, the County has heretofore defeased the Series 1985 Bonds with moneys legally available for such purpose under the Indenture; and WHEREAS, the County has heretofore refunded a portion of the Series 1986 Bonds with moneys legally available for such purpose under the Indenture and from proceeds of the Series 1992A Bonds; and WHEREAS, the County has heretofore refunded a portion of the Series 1990 Bonds from moneys legally available for such purpose under the Indenture and with the proceeds of the Series 1994A Bonds; and WHEREAS, the outstanding principal, premium, if any, and interest on the Series 1986 Bonds, the Series 1990 Bonds, the Series 1992A Bonds, the Series 1992B Bonds, the Series 1994A Bonds and the Series 1994B Bonds are secured by and payable from moneys derived

20 from the Tourist Development Tax and certain other limited sources, all as provided in the Indenture and the hereinafter described Endorsement Agreement; and WHEREAS, the County desires to issue its Tourist Development Tax Refunding Revenue Bonds, Series 1996 (the "Series 1996 Bonds") in the aggregate principal amount of $ in order to provide funds to refund a portion of the Series 1992B Bonds and to pay certain other costs more specifically set forth herein; and WHEREAS, the County and the City of Orlando, Florida, have heretofore entered into a Second Amended and Restated Endorsement Agreement, dated August 1, 1990 (the "Endorsement Agreement "); and WHEREAS, the County desires to pledge the moneys derived from the Tourist Development Tax and certain other sources to the payment of the Series 1996 Bonds, such pledge to be on a parity with the outstanding Series 1986 Bonds, Series 1990 Bonds, Series 1992A Bonds, Series 1992B Bonds which are not refunded by the Series 1996 Bonds, the Series 1994A Bonds and the Series 1994B Bonds (collectively, the "Outstanding Parity Bonds"); and WHEREAS, the Series 1996 Bonds, for which provision is made in this First Supplemental Indenture, will be "Bonds" and "Parity Bonds" pursuant to the terms of the Indenture; and WHEREAS, the County has determined to execute this First Supplemental Indenture to effect the provisions set forth herein; and WHEREAS, the Series 1996 Bonds and the Trustee's Certificate of Authentication to be endorsed thereon are to be in substantially the form set forth in Exhibit "A" hereto, with such additions or changes as are necessary to set forth their final terms; and NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST WITNESSETH: That acting under Sections 2.10 of the Indenture, the parties thereto do hereby agree to and do supplement said Indenture as hereinafter provided; in consideration of the purchase and acceptance of the Series 1996 Bonds by the purchasers and subsequent holders thereof the County does hereby grant, warrant, assign and pledge to the Trustee, its successors, all right, title and interest in the Pledged Revenues, including (without limitation) the Supplemental Revenues (as defined herein) and the co-extensive right to enforce the Endorsement Agreement, and all other rights granted by said Indenture all in trust for the security of the Series 1996 Bonds on a parity with the Outstanding Parity Bonds and any additional parity obligations hereafter issued under the Indenture, all as more particularly hereinafter provided.

21 ARTICLE I DEFINITIONS Section 1.1. Definitions. All terms which are defined in Article I and elsewhere in the Indenture shall have the respective meanings in this First Supplemental Indenture. Additional terms as used herein are defined as follows: "Bond Resolution" means Resolution No. 96- duly adopted by the Board, on, 1996, authorizing the issuance, sale anddelivery of the Series 1996 Bonds and the execution and delivery of this First Supplemental Indenture. "City Revenues" means the revenues received by the City pursuant to Part VI of Chapter 218, Florida Statutes or successor statutes and as further described in the Endorsement Agreement. "Escrow Deposit Agreement" means the Escrow Deposit Agreement, dated as of February 1, 1996, between the County and First Union National Bank of Florida, as Escrow Agent, relating to the Refunded Bonds. "Escrow Fund" means the Escrow Deposit Trust Fund established pursuant to the Escrow Deposit Agreement. "First Supplemental Indenture" means this First Supplemental Indenture of Trust, dated as of February 1, 1996, between the County and the Trustee. "Indenture" means the Indenture of Trust, dated as of December 1, 1985, as amended and supplemented, and as amended and restated by the Amended and Restated Indenture of Trust, dated as of August 1, 1995, between the County and the Trustee. "Interest Dates" means each April 1 and October 1. "Municipal Bond Insurance Policy" means the municipal bond insurance policy issued by the Series 1996 Bond Insurer insuring the payment when due of the principal of and interest on the Series 1996 Bonds as provided therein. "Parity Bonds" means the Series 1986 Bonds, the Series 1990 Bonds, the Series 1992A Bonds, the Series 1992B Bonds, the Series 1994A Bonds, the Series 1994B Bonds, in each case Outstanding under the Indenture, and any other obligations which constitute Parity Bonds under Article V of the Indenture. years "Refunded Bonds" means the Series 1992B Bonds which mature on October 1 in the "Reserve Fund Surety Policy" means the Reserve Account Instrument in the form of a reserve fund surety policy issued by the Series 1996 Bond Insurer.

22 "Series 1996 Bond Insurer" means, with respect to the Series 1996 Bonds, "Series 1996 Bonds" means the Tourist Development Tax Refunding Revenue Bonds, Series 1996, for which provision is made in this First Supplemental Indenture. "Series 1996 Rebate Fund" means the fund of that name created in Section 6.1 of this First Supplemental Indenture. ["Series 1996 Bond Reserve Subaccount" means the subaccount of that name created in Section 6.4 of this First Supplemental Indenture.] "Tax Certificate" means the Tax Compliance Certificate relating to the Series 1996 Bonds which is dated as of the date of delivery of the Series 1996 Bonds. "Underwriters" means the initial purchasers of the Series 1996 Bonds as identified in the Award Certificate of the Chairman executed pursuant to the Bond Resolution.

23 ARTICLE I1 THE SERIES 1996 BONDS Section 2.1. Authorization. Orange County, acting through its Board of County Commissioners, has authorized and hereby authorizes the refunding of the Refunded Bonds. For the purpose of providing moneys to pay the cost of (a) refunding the Refunded Bonds, [(b) paying a portion of the premium for a reserve fund surety policy] and (c) paying all expenses incidental thereto and to the issuance of the Series 1996 Bonds, including financial, legal and other expenses, plus bond insurance premiums, there are hereby authorized to be issued as Parity Bonds under the Indenture, a series of Bonds to be entitled "Orange County, Florida, Tourist Development Tax Refunding Revenue Bonds, Series 1996" in the aggregate principal amount of $ Section 2.2. Series 1996 Bond Details. The Series 1996 Bonds shall be dated as of February 15, 1996, and shall bear interest from February 15, 1996 at the respective interest rates as shown below. Interest on the Series 1996 Bonds shall be payable October 1 and April 1 each year, commencing October 1, The Series 1996 Bonds shall be in the denominations of $5,000 each or whole multiples thereof, shall be numbered from one upward in consecutive order of maturity preceded by the letter "R," and shall mature on October 1 of each of the years and in the principal amounts as follows: Year of Principal Interest Year of Principal Interest Maturitv Maturitv Rate Maturity Maturity Rate The Series 1996 Bonds, including the Trustee's Authentication Certificate, shall be in substantially the form set out in Exhibit "A" to this First Supplemental Indenture, with such additions or changes as are necessary to set forth their final terms. The Series 1996 Bonds shall be signed by the Chairman and shall be attested by the County Comptroller as ex-officio Clerk to the Board by their respective manual or facsimile signatures with the seal of the County affixed or printed thereon. Section 2.3. Registration of Bonds. The Series 1996 Bonds shall be fully registered as to both principal and interest in the manner and with the effect prescribed in Exhibit A hereof and in Section 2.5 of the Indenture. Section 2.4. Places of Pavments. The principal of and redemption premium, if any, on the Series 1996 Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Trustee. Interest on the Series 1996 Bonds shall be paid by wire transfer on the due date or by check or draft of the Trustee mailed at least one day prior to the pertinent interest payment date to the registered owner of such Series 1996 Bond at the

24 address shown on the Bond Register on the 15th day of the month next preceding such interest payment date or to such other address as shall have been furnished to the Trustee by the registered owner prior to said 15th day of the month; provided, however, that if the Series 1996 Bonds are no longer held in book-entry-only form, payment of interest on the Series 1996 Bonds shall be made by wire transfer only at the request (prior to the 15th day of the month next preceding the applicable interest payment date) and expense of a registered owner of at least one million dollars in aggregate principal amount of the Series 1996 Bonds, which request shall remain in effect until rescinded or changed by written notice to the Trustee prior to the 15th day of the month next preceding the applicable interest payment date. Payment of principal of, redemption premium, if any, and interest on the Series 1996 Bonds while the DTC Book-Entry System is in effect will be made as described in Section 2.7 hereof. Section 2.5. Authentication. Only such Series 1996 Bonds as shall be authenticated by the endorsement thereon of a certificate substantially in the form set forth in Exhibit "A" hereto, executed by the Trustee by one of its authorized signatories, shall be secured by the Indenture or shall be entitled to any benefit thereunder, and every such certificate of the Trustee upon any Series 1996 Bond purporting to be secured hereby shall be conclusive evidence that the Series 1996 Bond so certified has been duly issued under the Indenture, and that the holder is entitled to the benefit of the trust created under the Indenture. It shall not be necessary that the same signatory sign the certificate of authentication on all of the Series 1996 Bonds secured hereunder. Section 2.6. Authentication and Deliverv of Series 1996 Bonds. The Trustee, forthwith upon the execution and delivery of this First Supplemental Indenture, or from time to time thereafter, upon the execution and delivery to it by the County of the Series 1996 Bonds, as hereinabove provided and without any further action on the part of the County, shall authenticate Series 1996 Bonds and shall deliver them upon the written order of the County. Prior to the delivery by the Trustee of any of the Series 1996 Bonds there shall be filed with the Trustee all documents, certificates and authorizations required by Section 2.10 of the Indenture. Section 2.7. DTC Book-Entrv. The Series 1996 Bonds shall be initially issued in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), as registered owner of the Series 1996 Bonds, and held in the custody of DTC. A single certificate will be issued and delivered to DTC for each maturity of the Series 1996 Bonds. The actual purchasers of the Series 1996 Bonds (the "Beneficial Owners") will not receive physical delivery of Series 1996 Bond certificates except as provided herein. Beneficial Owners are expected to receive a written confirmation of their purchase providing details of each Series 1996 Bond acquired. For so long as DTC shall continue to serve as securities depository for the Series 1996 Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Series 1996 Bonds is to receive, hold or deliver any Series 1996 Bond certificate.

25 Series 1996 Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner, under the following circumstances: (a) DTC determines to discontinue providing its service with respect to the Series 1996 Bonds. Such a determination may be made at any time by giving notice to the County and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The County determines in its sole discretion not to continue the system of book-entry transfers through DTC (or a successor securities depository). Such a determination may be made at anytime by giving notice to DTC and the Trustee. During such time as DTC shall serve as securities depository for the Series 1996 Bonds, the County and the Trustee will recognize DTC or its nominee as the Series 1996 Bondowner for all purposes, including notices and voting. Whenever, during the term of the Series 1996 Bonds, the beneficial ownership thereof is determined by a book-entry at DTC, the requirements in the Indenture of holding, delivering or transferring Series 1996 Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book-entry to produce the same effect. The County and the Trustee together will make separate arrangements with DTC for the payment of principal of, redemption premium, if any, and interest on the Series 1996 Bonds. If at any time DTC ceases to hold the 1996 Bonds, all references herein to DTC shall be of no further force or effect.

26 ARTICLE I11 REDEMPTION OF SERIES 1996 BONDS Section 3.1. Redem~tion of Series 1996 Bonds. The Series 1996 Bonds maturing on or after October 1, 2004, shall be subject to redemption at the option of the County prior to maturity in whole or in part on any date on or after October 1, 2003 (and if in part, in such order of maturities as shall be selected by the County and by lot within maturities), at the redemption prices (expressed as a percentage of principal amount) as set forth in the table below, plus interest accruing on the principal amount to be redeemed to the redemption date: Period of O~tional Redem~tion Redem~tion Price October 1, 2003 through September 30, 2004 October 1, 2004 and thereafter As and for a sinking fund for the retirement of Term Bonds, the County has established the Term Bonds Subaccount provided in Subsections and 4.34 of the Indenture. Money in the Term Bonds Subaccount shall be applied to the redemption prior to maturity or the payment at maturity (after credit as provided below) of the following principal amounts of Series 1996 Term Bonds on a parity with other Term Bonds issued pursuant to the Indenture at the price of par and accrued interest to the date fixed for redemption on the following dates ("1996 Sinking Fund Redemption Dates"): Series 1996 Bonds Series 1996 Bonds Series 1996 Bonds Maturine in the Year Maturine in the Year Maturing in the Year October 1 Principal October 1 Principal October 1 Principal of the Year Amount of the Year Amount of the Year Amount $ $ $

27 At its option to be exercised on or before the 60th day next preceding any such 1996 Sinking Fund Redemption Date, the County may (a) deliver to the Trustee for cancellation such Series 1996 Term Bonds in any aggregate principal amount desired or (b) receive a credit in respect of a Term Bond Subaccount redemption obligation for any Series 1996 Term Bonds which, prior to said date, have been redeemed (otherwise than through the operation of the Term Bonds Subaccount) and canceled by the Trustee and not theretofore applied as a credit against any Term Bonds redemption obligation. Each Series 1996 Term Bond so delivered or previously redeemed shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the County on such 1996 Sinking Fund Redemption Date and any excess over the amount of such obligation shall be credited on future Term Bond Subaccount redemption obligations as directed by the County, and the principal amount of Series 1996 Term Bonds to be redeemed by operation of the Term Bonds Subaccount shall be accordingly reduced. The County shall on or before the 60th day next preceding each 1996 Sinking Fund Redemption Date, furnish the Trustee with a written instrument meeting the requirements of Subsection 8.32 of the Indenture indicating whether or not and to what extent the provisions of (a) and (b) of the preceding paragraph are to be availed of with respect to such Term Bonds Subaccount payment and stating, in the case of the credit provided in (b) above, that such credit has not theretofore been applied against any Term Bonds Subaccount redemption obligation. On each 1996 Sinking Fund Redemption Date, the County shall redeem, or pay at maturity, the aggregate principal amount of the Series 1996 Term Bonds above specified to be redeemed or paid on said date, reduced by the amount of any credit theretofore availed of as hereinabove provided. Each such redemption shall be by lot in such manner as may be determined by the Trustee. Notice of redemption of Series 1996 Bonds shall be given as provided in Section 3.2 and Section 3.3 of the Indenture with the effect as provided in Section 3.4 of the Indenture. Failure to give any required notice of redemption as to any particular Series 1996 Bond will not affect the validity of the call for redemption of any Series 1996 Bond in respect of which no failure occurs. Any notice mailed as provided in this Section will be conclusively presumed to have been given whether or not actually received by the addressee. Section 3.2. Additional Notice of Redem~tion. In addition to the redemption notice required by Section 3.2 of the Indenture or by Article VIII hereof, further notice (the "Additional Notice") shall be given by the Trustee on behalf of the County as set out below. No defect in the Additional Notice nor any failure to give all or any portion of the Additional Notice shall in any manner defeat the effectiveness of a call for redemption if notice is given as prescribed in Section 3.2 of the Indenture. (a) Each Additional Notice of redemption shall contain the information required in Section 3.2 of the Indenture for an official notice of redemption plus (i) the CUSIP numbers of all Series 1996 Bonds being redeemed; (ii) the date of issue of the Series 1996 Bonds as originally issued; (iii) the rate of interest borne by each Series 1996 Bond being redeemed; (iv) the maturity date of each Series 1996 Bond being redeemed; and (v) any other descriptive information needed to identify accurately the Series 1996 Bonds being redeemed.

28 (b) If the DTC Book-Entry System described in Section 2.7 hereof is no longer in effect, each Additional Notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to the Series 1996 Bond Insurer, all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Series 1996 Bonds (such depositories now being Depository Trust Company of New York, New York, Midwest Securities Trust Company of Chicago, Illinois, and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemption of obligations such as the Series 1996 Bonds. (c) Upon the payment of the redemption price of the Series 1996 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Series 1996 Bonds being redeemed with the proceeds of such check or other transfer.

29 ARTICLE IV FLOW OF FUNDS; SUPPLEMENTAL REVENUES; TAX COVENANT Section 4.1. Payment of Series 1996 Bonds. The Series 1996 Bonds shall constitute "Parity Bonds" and "Bonds" as defined in the Indenture, shall be payable as to interest from the Interest Account and as to principal from the Principal Account and shall be paid as to principal and interest when necessary from [the Bond Reserve Account and] the Renewal and Replacement Reserve Account, all on a parity with the Parity Bonds. The holders of the Series 1996 Bonds shall have the same rights to enforce all covenants in the Indenture, and be subject to the same limitations in the enforcement thereof, as the holders of the Parity Bonds. [The Series 1996 Bonds shall have no lien on the amounts on deposit in or credited to any subaccount in the Bond Reserve Account, other than the Series 1996 Bond Reserve Subaccount as set forth in Section 6.4 hereof.] Section 4.2. Pledge of Su~~lemental Revenues. The County hereby declares and acknowledges that all revenues received by the County or the Trustee pursuant to this Section 4.2 and Subsection of the Endorsement Agreement are Supplemental Revenues, as defined by the Indenture, and are, accordingly, pledged to the prompt payment of the interest on and principal of the Series 1996 Bonds and any Parity Bonds, all in accordance with Article IV of the Indenture, until the City's obligation to make transfers or payments under Subsection of the Endorsement Agreement is terminated pursuant to Subsection of the Endorsement Agreement. Section 4.3. Enforcement of Endorsement Agreement. Upon any event of default by the City under the Endorsement Agreement, the Trustee shall undertake whatever actions it deems prudent to enforce the obligations of the City thereunder without further consent or action by the County. Coextensively with the County, the Trustee shall have all rights available to the County, both under the Endorsement Agreement itself and under state and federal law generally, to enforce the obligations of the City under the Endorsement Agreement. However, the County retains all such rights of enforcement, and nothing in this Section shall be deemed or construed to be in derogation of such rights. Section 4.4. Amendment to Endorsement Agreement Prior to Issuance of Paritv Bonds Bearing Interest at a Floatinn Rate. The County shall not issue any additional Parity Bonds bearing interest at a floating rate if the Supplemental Revenues described in Section 4.2 above will be included for purposes of the parity test set forth in Section 5.31 of the Indenture, unless the definition of "Maximum Annual Debt Service" contained in the Endorsement Agreement, as it relates to the treatment of floating rate obligations, is amended to be consistent with the definition of "Maximum Annual Debt Service" contained in the Indenture, as supplemented by the supplemental indenture providing for the issuance of the floating rate Parity Bonds. Section 4.5. Interest on Series 1996 Bonds to Remain Tax Exem~t: Arbitrage. The County recognizes that the purchasers and holders of the Series 1996 Bonds will have accepted them on, and paid therefor a price which reflects, the understanding that interest thereon is excludable from the federal gross income of the owners thereof under laws in force at the time

30 the Series 1996 Bonds shall have been delivered. In this connection, the County agrees that it shall take no action which may render the interest on any of the Series 1996 Bonds includable in the federal gross income of the owners thereof for federal income tax purposes. Prior to or contemporaneously with the delivery of the Series 1996 Bonds, the County Comptroller (or deputy thereto) and the County Chairman (or her designee) shall execute the Tax Certificate on behalf of the County respecting among other things, the investment of the proceeds of the Series 1996 Bonds. The Tax Certificate shall be a representation and certification of the County, and an executed copy thereof shall be filed with the Trustee. The County further covenants to take the actions required by the Internal Revenue Code of 1986, as amended, including compliance with any rebate requirements, in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Series 1996 Bonds, except to the extent to so comply would not, in the opinion of counsel of recognized standing in municipal bond law, result in the interest on the Series 1996 Bonds being included in gross income for federal income tax purposes.

31 ARTICLE V TRUSTEE Section 5.1. Acceptance of Trust. The Trustee accepts the trusts hereby created (including, without limitation, those created in connection with the Supplemental Revenues and the Endorsement Agreement), but only upon the terms and conditions set forth in Articles VII and VIII of the Indenture, including, but not limited to, the rights of the Trustee to indemnification and the collection of expenses as specified therein. Section 5.2. Insurer's Rights and Remedies. Anything in the Indenture to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default in connection with the Parity Bonds, if an insurance policy is in effect for any of the Outstanding Bonds, and the insurer has honored all of its obligations under the insurance policy, the insurer with respect to the Outstanding Bonds shall be entitled to control and direct the enforcement of all rights and remedies (except those rights and remedies granted to the Bondholders or the Trustee for the benefit of the Bondholders under the Endorsement Agreement) granted to the Bondholders or the Trustee for the benefit of the Bondholders, including, without limitation, the approval of all waivers of such Events of Default. Section 5.3. Records: Tax Certificate. The Trustee shall keep and retain until at least six years after the last Series 1996 Bonds have been fully paid, adequate records with respect to the investment of (a) all proceeds of the Series 1996 Bonds received upon the sale thereof which are held by the Trustee, the earnings thereon and all reinvestments thereof, (b) amounts to be used, pledged or available, to pay, directly or indirectly, debt service on the Series 1996 Bonds which are held by the Trustee, and (c) any other Gross Proceeds (as defined in the Tax Certificate) which are held by the Trustee. Such records shall include (i) purchase price; (ii) purchase date; (iii) type of investment; (iv) accrued interest paid; (v) interest rate (if applicable); (vi) principal amount; (vii) maturity date; (viii) interest payment date (if applicable); (ix) date of liquidation; and (x) receipts upon liquidation. If any investment becomes Gross Proceeds of the Series 1996 Bonds on a date other than the date such investment is purchased and is held by the Trustee and the County notifies the Trustee of such event, the Trustee's records shall include the fair market value of such investment on the date it becomes Gross Proceeds. If any investment is retained after the date the last Series 1996 Bond is retired, the Trustee's records shall include the fair market value of such investment on the date the last Series 1996 Bond is retired. Amounts will be segregated wherever held in order to permit the Trustee to maintain these records. If the Trustee refuses to take such further action as the County may direct in order to comply with the rebate requirements contained in Section 148(f) of the Internal Revenue Code of 1986, as amended, including direction of investments satisfying the requirements of the Tax Certificate, the Trustee agrees to tender its resignation pursuant to Section 8.10 of the Indenture.

32 ARTICLE VI SERIES 1996 BOND PROCEEDS; SERIES 1996 FUNDS Section 6.1. Series 1996 Rebate Fund. There is hereby created the "Series 1996 Rebate Fund" to be held by the County. To the extent required by the Tax Certificate, the County hereby agrees to deposit, from any legally available moneys, amounts into the Series 1996 Rebate Fund at the times and in accordance with the procedures described in the Tax Certificate. Moneys in the Series 1996 Rebate Fund shall be held in trust and, subject to the provisions of the Tax Certificate, shall not be held for the benefit of the Bondholders, the County or the insurer of any Bonds. Moneys in the Series 1996 Rebate Fund will be invested pursuant to the Tax Certificate. Section 6.2. A~~lication of Excess in Accounts. As permitted by Section 4.7 of the Indenture, the County hereby requests that $ in the Interest Account (or such other account as the Clerk deems appropriate) be transferred to the Escrow Fund and be utilized to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds in accordance with the terms of the Escrow Deposit Agreement. Section 6.3. A~olication of Series 1996 Bond Proceeds. Upon the written request of the County, the Trustee shall deliver the Series 1996 Bonds to the initial purchasers thereof and shall receive for the payment of the Series 1996 Bonds the purchase price therefor. The Trustee shall apply the purchase price so received as follows: (a) that portion which represents accrued interest on the Series 1996 Bonds shall be deposited in the Interest Account; (b) $ shall be deposited into the Escrow Fund held pursuant to the Escrow Deposit Agreement and shall be utilized, together with the moneys transferred under Section 6.2 hereof, to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds in accordance with the terms of the Escrow Deposit Agreement; and (c) the remainder shall be deposited into the Series 1996 Cost of Issuance Account hereby created in the Project Fund, and shall be used to pay the costs of issuance of the Series 1996 Bonds, including financial, legal and other expenses, plus any bond insurance [or Reserve Fund Surety Policy] premium relating to the issuance of the Series 1996 Bonds; provided, however, that premium of bond insurance [and Reserve Fund Surety Policy] may be paid directly to the Series 1996 Bond Insurer by the Underwriters of the Series 1996 Bonds.

33 [Section 6.4. Series 1996 Bond Reserve Subaccount. Pursuant to Subsection 4.35 of the Indenture, there is hereby created with the Trustee the "Series 1996 Bond Reserve Subaccount." The moneys in the Series 1996 Bond Reserve Subaccount will be held separately from the other moneys in the Bond Reserve Account. There shall initially be deposited to the credit of the Series 1996 Bond Reserve Subaccount the Reserve Fund Surety Policy, draws under which shall be available only to pay the principal of and interest on the Series 1996 Bonds when amounts in the Principal Account and the Interest Account are insufficient therefor.]

34 ARTICLE VII PROVISIONS IN REGARD TO SERIES 1996 BOND INSURER AND RESERVE ACCOUNT INSTRUMENT PROVIDER [Updated as necessary to conform to insurancelsurety commitments] Section 7.1. Provisions Relating to Munici~al Bond Insurance Policy. The following provisions relating to the Municipal Bond Insurance Policy shall apply to the Series 1996 Bonds so long as the Municipal Bond Insurance Policy is in full force and effect and the Series 1996 Bond Insurer is not in default thereunder and any Series 1996 Bonds shall remain Outstanding: A. In the event that, on the second Business Day, and again on the Business Day, prior to the payment date on the Series 1996 Bonds, the Trustee has not received sufficient moneys to pay all principal of and interest on the Series 1996 Bonds due on the second following or following, as the case may be, Business Day, the Trustee shall immediately notify the Series 1996 Bond Insurer or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. B. If the deficiency is made up in whole or in part prior to or on the payment date, the Trustee shall so notify the Series 1996 Bond Insurer or its designee. C. In addition, if the Trustee has notice that any Bondholder has been required to disgorge payments of principal or interest on the Series 1996 Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Trustee shall notify the Series 1996 Bond Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. D. The Trustee is irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for Registered Owners of the Series 1996 Bonds as follows: 1. If and to the extent there is a deficiency in amounts required to pay interest on the Series 1996 Bonds, the Trustee shall (a) receive as designee of the respective Registered Owners (and not as Trustee) in accordance with the tenor of the Municipal Bond Insurance Policy payment from the Insurance Trustee with respect to the claims for interest so assigned, (b) execute and deliver to, or its successors under the Municipal Bond Insurance Policy (the "Insurance Trustee"), in form satisfactory to the Insurance Trustee, an instrument appointing the Series 1996 Bond Insurer as^ agent for such Registered Owners in any legal related to the payment of such interest and an assignment to the Series 1996 Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the Series 1996 Bond Insurer, and (c) disburse the same to such respective Registered Owners; and

35 2. If and to the extent of a deficiency in amounts required to pay principal of the Series 1996 Bonds, the Trustee shall (a) receive as designee of the respective Registered Owners (and not as Trustee) in accordance with the tenor of the Municipal Bond Insurance Policy payment therefor from the Insurance Trustee, (b) execute and deliver to the Insurance Trustee in form satisfactory to the Insurance Trustee an instrument appointing the Series 1996 Bond Insurer as agent for such Registered Owner in any legal proceeding relating to the payment of such principal and an assignment to the Series 1996 Bond Insurer of any of the Series 1996 Bond surrendered to the Insurance Trustee of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Trustee and available for such payment (but such assignment shall be delivered only if payment from the Insurance Trustee is received), and (c) disburse the same to such Registered Owners. E. Payments with respect to claims for interest on and principal of Series 1996 Bonds disbursed by the Trustee from proceeds of the Municipal Bond Insurance Policy shall not be considered to discharge the obligation of the County with respect to such Series 1996 Bonds, and the Series 1996 Bond Insurer shall become the owner of such unpaid obligation and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. F. Irrespective of whether any such assignment is executed and delivered, the County and the Trustee hereby agree for the benefit of the Series 1996 Bond Insurer that: 1. They recognize that to the extent the Series 1996 Bond Insurer makes payments, directly or indirectly (as by paying through the Trustee), on account of principal of or interest on the Series 1996 Bonds, the Series 1996 Bond Insurer will be subrogated to the rights of such Registered Owners to receive the amount of such principal and interest from the County, with interest thereon as provided and solely from the sources stated in this Indenture and the Series 1996 Bonds; and 2. They will accordingly pay to the Series 1996 Bond Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Municipal Bond Insurance Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Indenture and the Series 1996 Bonds, but only from the sources and in the manner provided herein for the payment of principal of and interest on the Series 1996 Bonds to Registered Owners, and will otherwise treat the Series 1996 Bond Insurer as the owner of such rights to the amount of such principal and interest. G. In connection with the issuance of additional Parity Bonds, the County shall deliver to the Series 1996 Bond Insurer a copy of the disclosure document, if any, circulated with respect to such additional Parity Bonds. H. Copies of any amendments made to the documents executed in connection with the issuance of the Series 1996 Bonds which are consented to by the Series 1996 Bond Insurer shall be sent to Standard & Poor's Ratings Services.

36 I. The Series 1996 Bond Insurer shall receive notice of the resignation or removal of the Trustee and the appointment of a successor thereto. J. The Series 1996 Bond Insurer shall receive copies of all notices required to be delivered to Registered Owners of the Series 1996 Bonds and, on an annual basis, copies of the County's audited financial statements. K. Any notice that is required to be given to a holder of the Series 1996 Bonds or to the Trustee pursuant to the Indenture shall also be provided to the Series 1996 Bond 1nsurerT All notices required to be given to the Series 1996 Bond Insurer under the Indenture shall be in writing and shall be sent by registered or certified mail addressed to Section 7.2 Covenants for the Benefit of Provider of Reserve Fund Suretv Policy. The following provisions relating to the Reserve Fund Surety Policy shall apply so long as the Reserve Fund Surety Policy is in full force and effect: A. It will be the responsibility of the Trustee to maintain adequate records, verified with -, as to the amount available to be drawn at any given time under the Reserve Fund Surety Policy and as to the amounts paid and owing to under the terms of the Financial Guaranty Agreement dated as of the date of issuance of the Series 1996 Bonds between the County and -(the "Financial Guaranty Agreement "). B. All amounts owed to - under the Financial Guaranty Agreement or any other document must be paid prior to the discharge of the Indenture. C. There may be no optional redemption of Bonds or distribution of Available Tourist Development Tax Proceeds to the County unless all amounts owed to under the terms of the Financial Guaranty Agreement or any other documents have been paid in full. D. The Trustee shall deliver a Demand for Payment (as described in the Reserve Fund Surety Policy) at least three days prior to the date on which funds are required under the Indenture. E. - shall be reimbursed for amounts drawn under the Reserve Fund Surety Policy prior to any Available Tourist Development Tax Proceeds being deposited into the Renewal and Replacement Reserve Account as provided in Section 4.35 of the Indenture.

37 ARTICLE VIII CONTINUING DISCLOSURE Section 8.1. Provision of Annual Information: Audited Financial Statements: and Notices of Events. The County hereby agrees, in accordance with the provisions of Rule 15~2-12, as amended (collectively, the "Rule"), promulgated by the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, to provide or cause to be provided: (a) to each nationally recognized municipal securities information repository designated from time to time by the SEC (each a "NRMSIR") and to any State of Florida information depository with which filings are required to be made by the County in accordance with the Rule (the "SID"), (i) annual financial information and operating data of the type described in Section 8.2 (the "Annual Information") for each Fiscal Year ending on or after September 30, 1996, not later than the following June 1, and (ii) when and if available, audited financial statements for the Convention Center (including financial information with respect to the Tourist Development Tax) and, until the lien on the City Revenues is released pursuant to the Endorsement Agreement, financial statements for the City for each such Fiscal Year; and (b) to each NRMSIR or to the Municipal Securities Rulemaking Board established by the SEC (the "MSRB"), and to the SID, if any, in a timely manner, notice of (i) any Specified Event described in Section 8.2 (a "Specified Event") if that Specified Event is material, (ii) the County's failure to provide the Annual Information on or prior to the date specified above, and (iii) any material change in the accounting principles applied in the preparation of its annual financial statements, any change in its Fiscal Year, its failure to appropriate funds to meet costs to be incurred to perform the covenants set forth in this Article, and of the termination of the County's obligations under this Article. The County expects that audited annual financial statements of the Convention Center (including financial information with respect to the Tourist Development Tax) and the City will be prepared, any such statements will be available together with the Annual Information, and the accounting principles to be applied in the preparation of those financial statements will be generally accepted accounting principles as recommended from time to time by the Governmental Accounting Standards Board. In the event that the audited annual financial statements of the Convention Center [or the City] are not available by the date on which the Annual Information will be provided, the County will provide unaudited financial statements of the Convention Center or, the City to the extent available from the City, as the case may be, by the dated specified and audited financial statements when available.

38 Section 8.2. Annual Information and S~ecified Events. 1. Annual Information to be provided by the County shall consist of: a summary of the Tourist Development Tax Proceeds, the Available Tourist Development Tax Proceeds, City Revenues (until released as provided in the Endorsement Agreement), and debt service coverage presented in a manner consistent with the presentation of such information in the official statement for the 1996 Bonds, and, if audited financial statements referred to in Section 8.l(a)(ii) are not available by the time of required filings, the annual financial statements of the Convention Center and, until the lien on the City Revenues is released pursuant to the Endorsement Agreement, annual financial statements of the City. 2. Specified Events shall include the occurrence of the following events, within the meaning of the Rule, with respect to the 1996 Bonds: principal and interest payment delinquencies; non-payment related defaults; unscheduled draws on debt service reserves reflecting financial difficulties; unscheduled draws on credit enhancements reflecting financial difficulties; substitution of the credit or liquidity providers, or their failure to perform; adverse tax opinions or events affecting the tax-exempt status of the 1996 Bonds; modifications to rights of holders or beneficial owners of the 1996 Bonds; any 1996 Bond calls (other than scheduled mandatory redemption); defeasances; release, substitution, or sale of property securing repayment of the 1996 Bonds; and rating changes. Section 8.3. Amendments. The County reserves the right to amend this Article and to modify the specific types of information provided or the format of the presentation for such information as may be necessary or appropriate to achieve its compliance with any applicable federal securities law or rule, to cure any ambiguity, inconsistency or formal defect or omission, and to address any change in circumstances arising from a change in legal requirements, change in law, change in accounting principles, or change in the identity, nature, or status of the County, or type of business conducted by the County. Any such amendment shall be made only in a manner consistent with the Rule and the interpretation thereof by the SEC and the requirements set forth in Article XI of the Indenture shall not apply to amendments made to this Article. Consent of the Bondholders or the Insurer shall not be required for any such amendments unless otherwise required by the Rule. The Trustee's consent shall only be required if such amendment affects the Trustee's rights and duties under this Article. In the event of any amendments to the undertaking provided in this Article VIII, the County shall describe such amendment in the next Annual Information, and shall include, as applicable, a narrative explanation of the reason for the amendment and its impact on the type (or in the case of a change in accounting principles, on the presentation) of annual financial information or operating data being presented by the County. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements (i) notice of such change shall be given in the same manner are provided herein for notice of Specified Events and (ii) the Annual Information for the year in which the change is made shall present a comparison (in narrative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

39 Section 8.4. Remedv for Breach. The covenants contained in this Article shall be solely for the benefit of the holders and beneficial owners from time to time of the 1996 Bonds. A default by the County in performance of any of its obligations under this Article VIII shall not constitute or give rise to an "Event of Default" under Article VII of the Indenture. Holders and beneficial owners, to the extent permitted by law and equity, shall have the right, and shall be limited to the right, upon any breach of the agreement by the County provided in this Article VIII and to the exclusion of any other remedy for that breach that otherwise would be available, to institute and maintain, or to cause to be instituted and maintained, proceedings at law or in equity to obtain the specific performance by the County of its obligations under this Article. An individual holder or beneficial owner shall not be entitled to institute or maintain proceedings to challenge the sufficiency of any pertinent filing that is made. Section 8.5. Non-A~Dro~riati~n. The performance by the County of its obligations under this Article VIII shall be subject to the availability of funds and their annual appropriation to meet costs the County would be required to incur to perform it. Section 8.6. Termination. The obligations of the County under this Article shall remain in effect only for such period that the 1996 Bonds are outstanding in accordance with their terms and the County remains an obligated person with respect to the 1996 Bonds within the meaning of the Rule. The obligation of the County to provide the Annual Information and notices of the events described above shall terminate, if and when the County no longer remains such an obligated person or such covenant is no longer required under the Rule. Section 8.7. Trustee's Res~onsibilitv. The Trustee shall have no responsibility for the filing or dissemination of the information to be provided pursuant to this Article; provided, however, that the County may separately contract with the Trustee or any other third party to act as its agent in the compilation, filing, or dissemination of the information required in this Article. Section 8.8. Se~arate Bond Re~ort Not Reauired. Additionally, the requirements of this Article do not necessitate the preparation of any separate annual report addressing only the 1996 Bonds. These requirements may be met by the filing of a combined bond report or the County's Comprehensive Annual Financial Report; provided, such report includes all of the information required by this Article to be provided and is available by June 1. Additionally, the County may incorporate any information provided in any prior filing with each NRMSIR or included in any final official statement of the County, or with respect to the financial statements of the City, any official statement of the City; provided, such final official statement is filed with the MSRB.

40 ARTICLE IX MISCELLANEOUS Section 9.1. Indenture Confirmed. Except as supplemented by this First Supplemental Indenture, all of the provisions of the Indenture shall remain in full force and effect, and from and after the effective date of this First Supplemental Indenture, the Indenture shall be deemed to have been supplemented and amended as herein set forth. Section 9.2. Amendments. Except as provided in Article VIII hereof, this First Supplemental Indenture may be amended or supplemented in the same manner and subject to the same conditions as are set forth in Article XI of the Indenture; provided, however, that as applied to this First Supplemental Indenture the term "Bonds" shall be deemed to refer only to those Bonds issued and Outstanding pursuant to this First Supplemental Indenture. Section 9.3. Severabilitv. In case any one or more of the provisions of this First Supplemental Indenture shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this First Supplemental Indenture, but this First Supplemental Indenture shall be construed and enforced as if such illegal or invalid provision had not been contained herein. In case any portion of a covenant, stipulation, obligation or agreement contained in this First Supplemental Indenture shall for any reason be held to be unenforceable or in violation of 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 that the power to incur such obligation or to make such covenant, stipulation or agreement shall have been conferred on the County by law. Section 9.4. Auulicable Law. This First Supplemental Indenture shall be construed under and governed by the laws of the State of Florida. Section 9.5. Counterparts. This First Supplemental Indenture may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original; and such counterparts shall constitute but one and the same instrument.

41 IN WITNESS WHEREOF, ORANGE COUNTY, FLORIDA, by resolution duly adopted by its Board of County Commissioners, has caused this First Supplemental Indenture of Trust to be executed by the County Chairman and the official seal of the County to be hereunto affixed, and attested by the County Comptroller as ex-officio Clerk to the Board of County Commissioners, and FIRST UNION NATIONAL BANK OF FLORIDA, in the City of Jacksonville, Florida, has caused this First Supplemental Indenture of Trust to be executed and attested on its behalf by its duly authorized signatories and its corporate seal to be hereunto affixed, all as of the day and year first above written. (COUNTY SEAL) ATTEST: ORANGE COUNTY, FLORIDA By: County Chairman County Comptroller as ex-officio Clerk to the Board of County Commissioners (BANK SEAL) FIRST UNION NATIONAL BANK OF FLORIDA, as Trustee By: Authorized Signatory

42 COUNTY NOTARIZATIONS STATE OF FLORIDA ) > ss COUNTYOFORANGE ) I hereby certify that on this day before me,, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared and Martha 0. Haynie personally known to me or producing as identification and known to be the persons described in and who executed the foregoing instrument as County Chairman and County Comptroller as ex-officio Clerk to the Board of County Commissioners of Orange County, Florida, respectively, and severally acknowledged before me that they executed the same as such officers in the name and on behalf of said Orange County, Florida. WITNESS my hand and official seal in the County and State last aforesaid this - day of Notary Public Printed Name: Commission Number: [Rubber Stamp Seal] My commission expires:

43 TRUSTEE NOTARIZATIONS STATE OF FLORIDA ) ss COUNTYOFORANGE ) I hereby certify that on this day before me,, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared, personally known to me and known to be the person described in and who executed the foregoing instrument as of First Union National Bank of Florida, and severally acknowledged before me that she executed the same as such officer in the name and on behalf of First Union National Bank of Florida. WITNESS my hand and official seal in the County and State last aforesaid this - day of, Notary Public Printed Name: Commission Number: [Rubber Stamp Seal] My commission expires:

44 EXHIBIT A (FORM OF SERIES 1996 BOND) UNITED STATES OF AMERICA STATE OF FLORIDA ORANGE COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REFUNDING REVENUE BOND, SERIES 1996 Number Maturity Interest Date of Original Issue CUSIP Registered Owner: Principal Amount: Orange County, Florida (the "County"), for value received hereby promises to pay (but only out of the sources hereinafter provided) to the Registered Owner identified above, or registered assigns, on the Maturity Date stated above, unless this Bond shall have been called for redemption prior to maturity and payment of the redemption price shall have been duly made or provided for, upon presentation and surrender hereof, the Principal Amount identified above and to pay (but only out of the sources hereinafter provided) interest from the date hereof on the balance of said Principal Amount from time to time remaining unpaid at the Interest Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months) on the first days of April and October of each year commencing October 1, 1996 until the payment of said Principal Amount, and promises to pay interest on overdue principal and, to the extent permitted by law, on overdue interest at said rate. Principal of and redemption premium, if any, on this Bond are payable in lawful money of the United States of America at the designated corporate trust office of First Union National Bank of Florida, Jacksonville, Florida, as Trustee and Paying Agent, or its successor (the "Trustee"). Interest payments shall be made to the Registered Owner hereof as of the 15th day of the month immediately preceding each interest payment date by wire transfer on the due date or by check or draft mailed at least one day prior to the interest payment date to such Registered Owner at his address as it appears on the registration books of the County maintained by the Trustee (the "Bond Register") or at such other address as is furnished in writing by such Registered Owner to the Trustee before said 15th day of the month.

45 This Bond is one of an authorized issue of $ principal amount of Bonds (the "Series 1996 Bonds") issued by the County pursuant to and in full compliance with the provisions of the Constitution and laws of the State of Florida, and pursuant to a resolution duly adopted by the Board of County Commissioners (the "Board") on, 1996 (the "Bond Resolution"), for the purpose of providing funds (1) to refund a portion of the County's outstanding Tourist Development Tax Revenue Bonds, Series 1992B, and (2) to pay various costs and expenses associated with the issuance of the Series 1996 Bonds. The Series 1996 Bonds are all issued under and equally and ratably secured and entitled to the security of the Indenture of Trust, dated as of December 1, 1985, as supplemented and amended, and as amended and restated by an Amended and Restated Indenture of Trust, dated as of August 1, 1995 and as further supplemented by First Supplemental Indenture dated as of February 1, 1996 (collectively, the "Indenture") duly executed and delivered by the County to the Trustee. The Series 1996 Bonds shall be issued on parity as to lien on and pledge of the hereinafter described Pledged Revenues with the County's outstanding (i) Tourist Development Tax Revenue Bonds, Series 1986, (ii) Tourist Development Tax Revenue Bonds, Series 1990, (iii) Tourist Development Tax Refunding Revenue Bonds, Series 1992A, (iv) Tourist Development Tax Revenue Bonds, Series 1992B, (v) Tourist Development Tax Refunding Revenue Bonds, Series 1994A, and (vi) Tourist Development Tax Revenue Bonds, Series 1994B, and any other Parity Bonds issued pursuant to the Indenture (collectively, the "Parity Bonds"). All capitalized terms not defined herein shall have the meanings set forth in the Indenture. The Series 1996 Bonds, together with the Parity Bonds, are secured by pledge of the "Pledged Revenues" comprising principally the revenues derived by the County from the first four cents of the Tourist Development Tax imposed by said County under Section , Florida Statutes, by Orange County Ordinance No adopted March 16, 1978, as amended. As of the Date of Original Issue, the Tourist Development Tax is now imposed at the rate of five percent of each whole and major fraction of each dollar of the total rental charged every person who rents, leases or lets for consideration any living quarters or accommodations in any hotel, apartment hotel, motel, resort motel, apartment, apartment motel, rooming house, mobile home park, recreational vehicle park, or condominium for a term of six months or less; provided that only the first four cents of such tax are pledged as security for the Bonds. If the rate of such Tax is hereafter increased, "Tourist Development Tax" shall mean such Tax at the increased rate only if the Board adopts a resolution specifically pledging such increase to a particular series of Bonds and only if such tax is otherwise legally available to pay such Bonds. The Pledged Revenues further include all Net Operating Revenues of the Orange County Convention Center, interest on certain investments, and certain Supplemental Revenues, currently comprised of revenues (the "City Revenues") received by the County pursuant to a Second Amended and Restated Endorsement Agreement between the County and the City of Orlando, Florida, dated August 1, 1990 (the "Endorsement Agreement"). Under certain circumstances, the revenues from the Tourist Development Tax and City Revenues shall be applied, as a first charge, to the payment of Priority Expenses of Operation, Maintenance and Promotion of the Orange County Convention Center to the extent that operating revenues are insufficient for such purpose. Further, the pledge of and lien upon all or a portion of the Supplemental Revenues will be terminated if and when Tourist Development Tax revenues are sufficient to meet certain coverage tests described in the Endorsement Agreement.

46 The County is not obligated to pay the Series 1996 Bonds or the interest thereon from any sources other than the Pledged Revenues and neither the faith and credit nor the ad valorem taxing power nor any physical properties of the County are pledged to the payment of the principal of, redemption premium, if any, or interest on the Series 1996 Bonds. The issuance of the Series 1996 Bonds does not directly or indirectly or contingently obligate the County to levy any ad valorem taxes whatsoever therefor or to make any appropriation for their payment from any sources other than the aforesaid Pledged Revenues. This Bond does not constitute a corporate indebtedness of the County and shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the County, other than the Pledged Revenues. The County has established a book-entry only system of registration for the Series 1996 Bonds. Except as specifically provided otherwise in the Indenture and the Bond Resolution, an agent will be the Registered Owner and will hold this Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Series 1996 Bond shall be deemed to have agreed to such arrangement. The agent, as Registered Owner of this Bond, may be treated as the owner of it for all purposes. [Insert Redemption Provisions] Notice of redemption shall be given in the manner provided in the Indenture. Reference is made to the Indenture and the Endorsement Agreement for a statement of the covenants and provisions securing the Series 1996 Bonds, the conditions upon which Parity Bonds may be issued, the conditions upon which the Indenture may be amended, and the conditions under which Bondholders may enforce the provisions of the Indenture and the Endorsement Agreement. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Bond have existed, have happened and have been performed in due time, form and manner as required by law. This Bond shall not be entitled to any benefit under either the Indenture or the Endorsement Agreement or become valid or obligatory for any purpose until it shall have been authenticated by the certificate of the Trustee endorsed hereon.

47 IN WITNESS WHEREOF, Orange County has caused this Bond to be signed by the County Chairman and attested by the County Comptroller as ex-officio Clerk to the Board of County Commissioners by their respective signatures and the seal of the County to be affixed or printed hereon. ORANGE COUNTY, FLORIDA By: County Chairman Attest: County Comptroller as ex-officio Clerk to the Board of County Commissioners

48 Date of Authentication: (TRUSTEE'S CERTIFICATE OF AUTHENTICATION) This Bond is one of the Series 1996 Bonds described in the within-mentioned Indenture. FIRST UNION NATIONAL BANK OF FLORIDA. as Trustee By: Authorized Signature (PROVISION FOR ASSIGNMENT) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint agent to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. By: Authorized Officer NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the Bond.

49 EXHIBIT B Third Draft 1/26/95 ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT, dated as of February 1, 1996, by and between ORANGE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County"), and FIRST UNION NATIONAL BANK OF FLORIDA (the "Escrow Agent"), a national banking association organized and existing under the laws of the United States of America, having its designated corporate trust office in Jacksonville, Florida, as escrow agent hereunder and as Trustee under the hereinafter described Indenture. Capitalized terms not defined herein shall have the same meanings set forth in the Indenture (hereinafter defined). WHEREAS, the County has heretofore issued its Tourist Development Tax Revenue Bonds, Series 1992B (the "Series 1992B Bonds"), pursuant to the Indenture of Trust, dated as of December 1, 1985, as amended and supplemented and as amended and restated by the Amended and Restated Indenture of Trust, dated as of August 1, 1995, as supplemented (collectively, the "Indenture"), between the County and First Union National Bank of Florida, as trustee; and WHEREAS, the County has determined to refund a portion of the Series 1992B Bonds, as described on Schedule A hereto (the "Refunded Obligations"); and WHEREAS, the Indenture provides that the Refunded Obligations shall be deemed to have been paid within the meaning and with the effect expressed in the Indenture upon compliance by the County with the provisions relating thereto; and WHEREAS, the County has determined to issue its $ Tourist Development Tax Refunding Revenue Bonds, Series 1996 (the "Series 1996 Bonds") pursuant to the Indenture, a portion of the proceeds of which Series 1996 Bonds will be used, together with other legally available moneys of the County, to purchase securities in order to provide payment for the Refunded Obligations and discharge and satisfy the pledges, liens and other obligations of the County under the Indenture in regard to such Refunded Obligations; and WHEREAS, the issuance of the Series 1996 Bonds, the transfer of moneys held under the Indenture to the Escrow Agent, the purchase by the Escrow Agent of the hereinafter defined Escrow Securities, the deposit of such Escrow Securities into an escrow deposit trust fund to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens and other obligations of the County under the Indenture in regard to the Refunded Obligations shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

50 SECTION 1. incorporated herein. PREAMBLES. The recitals stated above are true and correct and SECTION 2. RECEIPT OF INDENTURE AND VERIFICATION REPORT. Receipt of a true and correct copy of the above-mentioned Indenture and this Agreement is hereby acknowledged by the Escrow Agent. The Escrow Agent is Trustee under the Indenture and the hereinafter described Escrow Fund shall be held by First Union National Bank of Florida in its dual capacity as Escrow Agent and Trustee. The applicable and necessary provisions of the Indenture, including, in particular, Article X thereof, are incorporated herein by reference. The Escrow Agent also acknowledges receipt of the verification report of Deloitte & Touche, L. L. P., Certified Public Accountants, dated, 1996 (the "Verification Report"). Reference herein to or citation herein of any provisions of the Indenture or the Verification Report shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. Terms used herein shall have the meanings ascribed thereto by the Indenture, except to the extent such terms are defined herein or the context indicates another meaning. SECTION 3. DISCHARGE OF LIEN OF HOLDERS OF REFUNDED OBLIGATIONS. In accordance with Article X of the Indenture, the County by this writing exercises the option to have the pledges, liens and obligations to the holders of the Refunded Obligations discharged and satisfied. SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund designated the "Orange County Tourist Development Tax Revenue Bonds, Series 1992B, Escrow Deposit Trust Fund" (the "Escrow Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent as a trust fund for the benefit of the holders of the Refunded Obligations, separate and apart from other funds and accounts of the County and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund the sum of $ received from the County from proceeds of the Series 1996 Bonds ("Bond Proceeds") and $ received from the County from moneys in the Interest Account held under the Indenture and allocable to the Refunded Obligations (the "County Moneys"). SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN ESCROW FUND. The Escrow Agent represents and acknowledges that, concurrently with the deposit of the moneys under Section 4 above, at the direction of the County it has used substantially all of the Bond Proceeds and a portion of the County Moneys to purchase on behalf of and for the account of the County certain open market United States Treasury obligations (collectively, together with any other securities which may be on deposit, from time to time, in the Escrow Fund, the "Escrow Securities"), which are described in Schedule B hereto, and the Escrow Agent will deposit such Escrow Securities in the Escrow Fund. The remaining County Moneys ($ ) and Bond Proceeds ($ ) shall be held uninvested in the Escrow Fund. The Escrow Agent is further hereby directed to reinvest the cash balances in the Escrow Fund in United States Treasury Certificates of Indebtedness -- State and Local Government Series bearing interest at the rate of zero percent (0%) per annum on the dates, in the amounts

51 and maturing as set forth on Schedule B hereto. The Escrow Agent shall file subscriptions for the purchase of such obligations with the Federal Reserve Bank at least twenty (20) days (but not more than sixty (60) days) prior to the actual date of purchase, or at such time as may be required by the rules and regulations relating to the purchase of such obligations in effect as of the date of such purchase. If submitted by mail, the subscription shall be sent by certified or registered mail. In the event any of the Escrow Securities described in Schedule B hereto are not available for delivery on, 1996, or on any date shown for reinvestment on Schedule B, as applicable, the Escrow Agent may, with the approval of Bond Counsel, substitute other United States Treasury obligations and shall credit such other obligations to the Escrow Fund and hold such obligations until the aforementioned Escrow Securities have been delivered. Bond Counsel may, as a condition precedent to giving its approval, require the County to provide it with a revised Verification Report in regard to the adequacy of the Escrow Securities, taking into account the substituted obligations to pay the Refunded Obligations in accordance with the terms hereof. The Escrow Agent shall in no manner be responsible or liable for failure or delay of Bond Counsel or the County to promptly approve the substitutions of other U.S. Treasury obligations for the Escrow Fund. SECTION 6. SUFFICIENCY OF ESCROW SECURITIES. In reliance upon the Verification Report, the County represents that the interest on and the principal amounts successively maturing on the Escrow Securities in accordance with their terms (without consideration of any reinvestment of such maturing principal and interest) together with any uninvested cash balance in the Escrow Fund, are sufficient such that moneys will be available to the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal of, redemption premium, if any, and interest due and to become due on the Refunded Obligations as described in Schedule C attached hereto. If the Escrow Securities shall be insufficient to make such redemption payments, the County shall timely deposit to the Escrow Fund, solely from legally available funds of the County, such additional amounts as may be required to pay the Refunded Obligations as described in Schedule C hereto. Notice of any insufficiency shall be given by the Escrow Agent to the County as promptly as possible, but the Escrow Agent shall in no manner be responsible for the County's failure to make such deposits. SECTION 7. ESCROW SECURITIES IN TRUST FOR HOLDERS OF REFUNDED OBLIGATIONS. The deposit of the Escrow Securities in the Escrow Fund shall constitute an irrevocable deposit of Qualified Permitted Investments in trust solely for the payment of the principal, redemption premium, if any, and interest on the Refunded Obligations at such times and in such amounts as set forth in Schedule C hereto, and the principal of and interest earnings on such Escrow Securities shall be used solely for such purpose. SECTION 8. ESCROW AGENT TO PAY REFUNDED OBLIGATIONS FROM ESCROW FUND. The County hereby directs, and the Escrow Agent hereby agrees, that it will take all actions required to be taken by it under the provisions of the Indenture referenced in this Agreement, including the timely transfer of money to the paying agent for the Refunded Obligations as provided in the Indenture, in order to effectuate this Agreement and to pay the Refunded Obligations in the amounts and at the times provided in Schedule C hereto. Proceeds of the Escrow Securities, together with cash balances held in the Escrow Fund shall be used to

52 pay the principal of, interest and redemption premium, if any, on the Refunded Obligations as the same may mature or be redeemed. If any payment date shall be a day on which either the Paying Agent for the Refunded Obligations or the Escrow Agent is not open for the acceptances or delivery of funds, then the Escrow Agent may make payment on the next business day. The liability of the Escrow Agent for the payment of the principal of, redemption premium, if any, and interest on the Refunded Obligations pursuant to this Agreement shall be limited to the application of the Escrow Securities and the interest earnings thereon available for such purposes in the Escrow Fund. SECTION 9. REINVESTMENT OF MONEYS AND SECURITIES IN ESCROW FUND. Money deposited in the Escrow Fund shall be invested only in the Escrow Securities listed in Schedule B hereto and, except as provided in Section 5 hereof and this Section 9, neither the County nor the Escrow Agent shall otherwise invest or reinvest any money in the Escrow Fund. Except as provided in this Section 9, the Escrow Agent may not sell or otherwise dispose of any or all of the Escrow Securities in the Escrow Fund and reinvest the proceeds thereof in other securities nor may it substitute securities for any of the Escrow Securities, except upon written direction of the County and where, prior to any such reinvestment or substitution, the Escrow Agent has received from the County the following: (a) a written verification report by an independent certified public accountant or firm of independent certified public accountants, of recognized standing, appointed by the County and acceptable to the Escrow Agent, to the effect that after such reinvestment or substitution the principal amount of Escrow Securities, together with the interest thereon, and any cash balances held in the Escrow Fund will be sufficient to pay the Refunded Obligations as described in Schedule C hereto (such verification shall not be necessary in the event the County shall determine to reinvest cash in Escrow Securities which mature on or before the next principal andlor interest payment date for the Refunded Obligations and are purchased at a price not greater than par); and (b) a written opinion of nationally recognized Bond Counsel to the effect that (i) such investment will not cause the Refunded Obligations or the Series 1996 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code, as amended, and the regulations promulgated thereunder or otherwise cause the interest on the Refunded Obligations or the Series 1996 Bonds to be subject to federal income tax, and (ii) such investment does not violate any provision of Florida law or of the Indenture. In the event the above-referenced verification concludes that there are surplus moneys in the Escrow Fund, such surplus moneys shall be released to the County upon its written direction. The Escrow Fund shall continue in effect until the date upon which the Escrow Agent makes the final payment to the Paying Agent for the Refunded Obligations in an amount sufficient to pay the Refunded Obligations as described in Schedule C hereto, whereupon the Escrow Agent shall sell or redeem any Escrow Securities remaining in the Escrow Fund, and shall remit to the County the proceeds thereof, together with all other money, if any, then remaining in the Escrow Fund.

53 SECTION 10. REDEMPTION OF REFUNDED OBLIGATIONS. The County hereby irrevocably instructs the Escrow Agent to request, on behalf of the County, the Registrar for the Refunded Obligations to give at the appropriate times the notice or notices required by the Indenture in connection with the redemption of the Refunded Obligations. Such notice of redemption shall be given in accordance with Article I11 of the Indenture and shall be in substantially the form attached hereto as Schedule D. The Series 1992B Bonds which are being refunded and which mature on or after October 1, 2003 shall be redeemed on October 1, SECTION 11. DEFEASANCE NOTICE TO HOLDERS OF REFUNDED OBLIGATIONS. Concurrently with the deposit of the Escrow Securities set forth in Section 5 hereof, the Refunded Obligations shall be deemed to have been paid within the meaning and with the effect expressed in the Indenture. Within 60 days of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the County, shall cause to be mailed to the Holders of the Refunded Obligations the notice in the form provided in Schedule E attached hereto. SECTION 12. ESCROW FUND IRREVOCABLE. The Escrow Fund hereby created shall be irrevocable and the holders of the Refunded Obligations shall have an express lien on all Escrow Securities deposited in the Escrow Fund pursuant to the terms hereof and the interest earnings thereon until paid out, used and applied in accordance with this Agreement and the Indenture. Neither the County nor the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be imposed upon the Escrow Fund. SECTION 13. AMENDMENTS TO AGREEMENT. This Agreement is made for the benefit of the County and the holders from time to time of the Refunded Obligations and it shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent; provided, however, that the County and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Obligations, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized Bond Counsel with respect to compliance with this Section 13, including the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Obligations, or that any instrument executed hereunder complies with the conditions and provisions of this Section 13. SECTION 14. FEES AND EXPENSES OF ESCROW AGENT. In consideration of the services rendered by the Escrow Agent under this Agreement, the County agrees to and shall

54 pay to the Escrow Agent the fees and expenses set forth on Schedule F attached hereto. The Escrow Agent shall have no lien whatsoever upon any of the Escrow Securities or cash balances in said Escrow Fund for the payment of such proper fees and expenses. The County further agrees to indemnify and save the Escrow Agent harmless, to the extent allowed by law, against any liabilities, costs and expenses (including reasonable attorneys fees) which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to its negligence or misconduct. Indemnification provided under this Section 14 shall survive the termination of this Agreement. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be determined to be conclusively established by a certificate signed by an authorized officer of the County. The Escrow Agent may conclusively rely, as to the correctness of statements, conclusions and opinions therein, upon any certificate, report, opinion or other document furnished to the Escrow Agent pursuant to any provision of this Agreement; the Escrow Agent shall be protected and shall not be liable for acting or proceeding, in good faith, upon such reliance; and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Escrow Agent may consult with counsel, who may be counsel to the County or independent counsel, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance herewith. Prior to retaining such independent counsel, the Escrow Agent shall notify the County of its intention. SECTION 15. REPORTING REQUIREMENTS OF ESCROW AGENT. As soon as practicable after the first day of April and October of each year, commencing on October 1, 1996, so long as the Escrow Fund is maintained under this Agreement, the Escrow Agent shall forward in writing to the County a statement in detail of the Escrow Securities held as of April 1 or October 1 of that year, whichever is applicable, and the income and maturities thereof, and withdrawals of money from the Escrow Fund, since the last statement furnished pursuant to this Section 15. SECTION 16. RESIGNATION OR REMOVAL OF ESCROW AGENT. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than sixty (60) days' written notice to the County and mailing notice thereof, specifying the date when such resignation will take effect to the holders of all Refunded Obligations then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Obligations then outstanding or by the County as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and signed by either the County or the holders of a majority in aggregate principal amount of the Refunded Obligations then outstanding, but no such removal shall take effect unless a successor Escrow Agent shall have

55 been appointed by the holders of a majority in aggregate principal amount of the Refunded Obligations then outstanding or by the County as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such removal shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Obligations then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys, in fact, duly authorized in writing; provided, nevertheless, that in any such event, the County shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Obligations then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by the County shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The County shall mail notice of any such appointment made by it at the times and in the manner described in the first paragraph of this Section 16. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the County pursuant to the foregoing provisions of this Section 16 within sixty (60) days after written notice of resignation of the Escrow Agent has been given to the County, the holder of any of the Refunded Obligations or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall remit to the County the prorated portion of prepaid fees not yet incurred or payable and shall have no further liability hereunder and the County shall indemnify and hold harmless the Escrow Agent from any such liability, including costs or expenses incurred by the Escrow Agent or its counsel. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any State, and shall have at the time of appointment capital and surplus of not less than $30,000,000. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the County an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the County execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trust of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required

56 to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from the County be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the County. Any corporation into which the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Escrow Agent or any successor to it shall be a party shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 17. TERMINATION OF AGREEMENT. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the County. SECTION 18. RATING AGENCIES. Each rating agency that has rated the Refunded Obligations as a result of the actions taken pursuant to this Agreement shall be notified in writing by the County prior to any amendment to this Agreement (together with a copy of the proposed amendment) and in all instances in which any provision hereof is declared to be contrary to law. Such rating agencies shall include Moody's Investors Service, 99 Church Street, New York, New York 10007, Attn: Public Finance Rating DeskIRefunded Bonds; Standard & Poor's Ratings Services, 25 Broadway, New York, New York 10004, Attn: Municipal Finance Department; and Fitch Investors Service, One State Street Plaza, New York, New York 10004, Attn: Market Services. SECTION 19. GOVERNING LAW. applicable laws of the State of Florida. This Agreement shall be governed by the SECTION 20. SEVERABILITY. If any one or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 21. COUNTERPARTS. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument.

57 SECTION 22. NOTICES. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing and sent by registered or certified mail addressed to: First Union National Bank of Florida 225 Water Street, 3rd Floor Jacksonville, Florida Attention: Corporate Trust Department Orange County Board of County Commissioners 201 South Rosalind Avenue Orlando, Florida Attention: County Comptroller IN WITNESS WHEREOF, the parties hereto have made and executed this Escrow Deposit Agreement as of the date first written herein: the County through its Board of County Commissioners, signing by and through its County Chairman and County Comptroller, authorized to execute same by Board action on the - day of 1996, and First Union National Bank of Florida duly authorized to execute same. ORANGE COUNTY, FLORIDA (SEAL) ATTEST: By: County Chairman County Comptroller as ex officio Clerk to the Board of County Commissioners

58 FIRST UNION NATIONAL BANK OF FLORIDA, as Escrow Agent and Trustee (SEAL) By: Authorized Signatory

59 SCHEDULE A DEBT SERVICE ON REFUNDED OBLIGATIONS The Refunded Obligations include only the Orange County, Florida, Tourist Development Tax Revenue Bonds, Series 1992B maturing on October 1 in the following years: The following sets forth the debt service on the Refunded Obligations taking into account the redemption prior to maturity on October 1, Maturing Principal Call Premium Escrowed - Date Princival Interest To Call (if avvlicable) Debt Service

60 SCHEDULE B ESCROW SECURITIES Type of - Date Securitv Princival Initial Purchases - Cost Accrued Interest Total Cost of Open Market Securities Reinvestment Escrow Securities - Date Amount Maturity

61 SCHEDULE C ESCROW FUND CASH FLOW - Date Escrow Securities Cash Flow Debt Service Reauirements Ending Balance

62 SCHEDULE D FORM OF REDEMPTION NOTICE [To Come]

63 SCHEDULE E FORM OF NOTICE OF ADVANCE REFUNDING Notice is hereby given pursuant to Article X of the Indenture of Trust, dated as of December 1, 1985, as amended and supplemented and as amended and restated by the Amended and Restated Indenture of Trust, dated as of August 1, 1995, as supplemented (collectively, the "Indenture") with First Union National Bank of Florida, as Trustee, that the County's Tourist Development Tax Revenue Bonds, Series 1992B, which mature October 1 in the years (the "Refunded Bonds") are deemed to be paid within the meaning of said Article X, shall no longer be secured from the Revenues and other moneys and funds and accounts provided in the Indenture and shall be secured from the deposit of cash and U.S. Treasury obligations made by Orange County, Florida, pursuant to said Article X. The Refunded Bonds will be redeemed on October 1, 2002, at a redemption price equal to 102% of the principal amount thereof, for Refunded Bonds maturing prior to October 1, 2021, and 100% of the principal amount thereof, for Refunded Bonds maturing on October 1, 2021, together in each case with accrued interest on such redeemed principal amount to the date of redemption.

64 SCHEDULE F FEES AND EXPENSES OF ESCROW AGENT [To Come]

65 . -., EXHIBIT C TOURIST DBVBLOPMBH!C TAX REFUHDIIOG RBvEMUB BOHDS SERIES 1996 OFFICIAL BID FORM Am OFFICIAL HOTICE OF BOl!D SALE The Series 19% Ekmds are being offered for sale in accordance with this Official Notice of Bond Sale. Sealed proposals for the purchase of the Series 19% Bonds will be received by Orange Caunty, FLorida,at the off ices of Public Financial Ilanagtwent, Inc., 2Ol Swth Orange Avenue, Suite 720, Orlando, Florida 32801, until 11:W a.m., local Orlando time, on, 19% or on such other date and time as may be estdlished by the Caunty Coptroller or her designee and corunicated by Hunifacts News Service not Less than 24 hours prior to the time the bids are to be received. * Preliminary, subject to change.

66 OFFICIAL BID FORM $ * ORANGE COUNTY, FLORIDA TOURIST DEVELOP- County Chairman Orange County, Florida Orange County Administration Building 201 South Rosalind Avenue, 4th Floor Orlando, Florida Ladies and Gentlemen: TAX REFUNDING REVENUE BONDS SERIES 1996, 1996 On behalf of the undersigned and any underwriting syndicate which we have formed and lead, and in accordance with the terms and conditions of the attached Official Notice of Bond Sale dated, 1996 which is hereby made a part of this proposal, we offer to purchase all of $ Orange County, Florida Tourist Development Tax Refunding Revenue Bonds, Series 1996 (the "Series 1996 BondsW).We will pay as the purchase price thereof, the aggregate sum of - Dollars ($ ), together with accrued interest from February 15, 1996, to the date of delivery of the Series 1996 Bonds, in immediately available Federal Funds. The Series 1996 Bonds will be dated as of February 15, 1996 and bear interest from such date payable on October 1, 1996, and on each April 1 and October 1 until maturity or prior redemption. The Series 1996 Bonds shall mature in the years and be subject to mandatory sinking fund redemption (if term bonds are specified by the bidder) in the amounts, and bear interest at the respective interest rates per annum, all as stated in the following schedule: Maturity Principal Interest price/ Maturity Principal Interest price/ (October 11 Pavment Rate Yield (October 11 Pavment Rate Yield The principal installments for the Series 1996 Bonds indicated above, shall be applied for mandatory retirement up to three Term Bonds maturing in the years and amounts and bearing interest as follows:- $ Term Bonds maturing on October 1, at -% per annum to yield % - per annum. $ Term Bonds maturing on October 1, at % per annum to yield % ner annum. 3 Term Bonds maturing on October 1, at % per annum to yield % per annum. Subject to your acceptance of our Official Bid, we agree to make a bona fide public offering of all the Series 1996 Bonds at yields not lower than those set forth in the following Schedule of Maturities, Principal Payments, Interest Rates and Prices or Yields. Our calculation, made as provided in the Official Notice of Bond Sale, of the true interest cost to the County is %. This estimate is for information purposes only and is not binding on the County or the undersigned. - In accordance with the Official Notice of Bond Sale (check one of the following): X Preliminary, subject to change. Optional Term Bond maturities. There shall be no serial maturities for dates after the first mandatory - sinking fund redemption payment.

67 We enclose herewith a Cashier's or Certified Check payable to the order of Orange County, Florida. We are an authorized principal of a Financial Surety Bond with respect to this Bid as described in the attached Official Notice of Bond Sale and, if this bid is accepted, we will submit our Good Faith Deposit in the form of a wire transfer as instructed by the Issuer no later than 3:00 p.m. local Orlando time on the next business day following said bid acceptance. The Good Faith Deposit will be applied or returned in accordance with the provisions of the Official Notice of Bond Sale. It shall be a condition of our obligation as the successful bidder to accept delivery of, and pay for, the Series 1996 Bonds that, contemporaneously with, or before accepting, the Series 1996 Bonds and paying for them, we shall receive the Closing Documents specified in the Official Notice of Bond Sale. We hereby acknowledge receipt of the Preliminary Official Statement for the Series 1996 Bonds "deemed final" (except for permitted omissions) by Orange County, Florida. We hereby request that 375 copies of the Official Statement (and any supplement thereto) be furnished to us in accordance with the Official Notice of Bond Sale. We agree to provide a list of all syndicate members by facsimile transmission upon notification of our successful bid. Receipt of such list shall be a condition to award the Series 1996 Bonds. It is understood and agreed that an award will be made for all or none of the Series 1996 Bonds and that the principal amount of the Series 1996 Bonds and our purchase price as bid may be adjusted as provided in the Official Notice of Bond Sale, the terms of which are incorporated herein by reference. If the foregoing is acceptable to you, please signify by signing and returning a copy of this Official Bid Form to the undersigned bidder whereupon it will become a binding agreement between us. Respectfully submitted, Accepted and agreed to, 1996 Orange County, Florida By: Title: Bidder (No addition or alteration, except as provided above, is to be made to this Official Bid Form and it must not be detached from the attached Official Notice of Bond Sale) * * * * * * TRUTH-IN-BONDING STATEMENT In compliance with Section , Florida Statutes, as amended, the bidder submits the following Truth-In-Bonding Statement with respect to the Series 1996 Bonds (NOTE: For information purposes only and not a part of the bid) : The County is proposing to issue $ of debt or obligation for the purpose of refinancing all or a portion of its outstanding Orange County, Florida Tourist Development Tax Revenue Bonds, Series 1992B. This debt or obligation is expected to be repaid over a period of years. At a forecasted interest rate of %, total interest paid over the life of the debt or obligation will be $ The source of repayment or security for this proposal is the (i) Tourist Development Tax proceeds (after deduction, if necessary, in each year of certain expenses of operation, maintenance and promotion of the Convention Center, (ii) Net Operating Revenues, if any, of the Convention Center, (iii) Supplemental Revenues, which include, until released, the City Revenues received by the Trustee in accordance with the terms of the Endorsement Agreement, (iy) Investment Earnings, and (v) all moneys paid or required to be paid to certaln funds and accounts established under the Indenture (excluding any rebate fund or account). The issuance of the Series 1996 Bonds will result in a net present value savings to the County, and as such will not result in any material change in the amount of revenues available to finance the other services of the County.

68 OFFICIAL NOTICE OF BOND SALE 1 $ * ORANGE COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REFUNDING REVENUE: BONDS SERIES 1996 SEALED BIDS Separate sealed bids for $ * Orange County, Florida Tourist Development Tax Refunding Revenue Bonds, Series 1996 (the "Series 1996 Bondsv1) dated February 15, 1996 will be received by Orange County, Florida (the "Countyw) at the offices of Public Financial Management, Inc. ("PFM"), 201 South Orange Avenue, Suite 720, Orlando, Florida 32801, until 11:OO a.m., local Orlando time, on, 1996 or on such other date and time as may be established by the County Comptroller or her designee and communicated by Munifacts News Service not less than 24 hours prior to the time bids are to be received. On such date of receipt all bids will be publicly opened and read. The County will accept the facsimile transmission of a manually signed Official Bid Form at the risk of the bidder. The County shall not be responsible for the confidentiality of bids submitted by facsimile transmission, but does agree to place such bids in an envelope upon receipt. Any delay in receipt of a facsimile bid, and any incompleteness or illegible portions of such bid are the responsibility of the bidder. The facsimile transmission shall be submitted to the Chairman of the Board of County Commissioners of the County c/o PFM through (407) or (407) BOND DETAILS The Series 1996 Bonds will be issued initially as fully registered bonds, and when executed and delivered, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York ("DTC1*), which will act as securities depository for the Series 1996 Bonds. Individual purchases of the Series 1996 Bonds may be made only in book-entry form in denominations of $5,000 or integral multiples thereof. Purchasers of Series 1996 Bonds (the "Beneficial Owners") will not receive physical delivery of bond certificates. As long as Cede & Co. is the registered owner of the Series 1996 Bonds, as nominee for DTC, payments of principal, redemption premium, if any, and interest with respect to the Series 1996 Bonds will be made to such registered owner who will in turn remit such principal, redemption premium, if any, and interest payments to DTC participants for subsequent disbursement to the Beneficial Owners. The Series 1996 Bonds will be dated February 15, 1996 and bear interest from such date payable on October 1, 1996, and on each April 1 and October 1 until maturity or prior redemption at the rate or rates specified in such proposals as may be accepted. The proposed schedule of maturities and amounts are as follows: * Preliminary, subject to change as described herein.

69 MATURITY SCHEDULE FOR SERIES 1996 BONDS Maturity principal* Maturity Principal (October 1) Amount (October 1 ). Amount (NOTE: The County reserves the right to modify the maturity schedule shown above. Any such modification will be communicated through the Munifacts News Service. (See, "Adjustment Of Principal Amount" below.) Term Bonds Option - Bidders may designate the ~rincipal amounts of the Series 1996 Bonds which are identified by asterisks ( ) in the above schedule for any two (2) or more consecutive years as a single term maturity which will mature in the latest of the years designated, and will have a stated maturity amount equal to the sum of the annual principal amounts designated as a part of such term maturity. Not exceeding three (3) term maturities may be designated in such manner, but only one term maturity may be subject to mandatory sinking fund redemption in any year. Upon such designation the Series 1996 Bonds of such term maturity shall be subject to mandatory sinking fund redemption in part by lot on October 1, in the principal amounts which would otherwise have matured in such designated years, at the price of par plus accrued interest to the redemption date, without premium. Adjustment Of Principal Amount - The schedule of maturities set forth above (the "Initial Maturity Schedule") represents an estimate of the principal amount and maturities of Series 1996 Bonds which will be sold. The County reserves the right to change the Initial Maturity Schedule by announcing any such change not later than 11:OO a.m., local Orlando time, on Monday, February 26, 1996, through Munifacts News Service. If no such change is announced, the Initial Maturity Schedule will be deemed the schedule of maturities for the Official Bid Form. Furthermore, if after final computation ofthe bids, the County determines in its sole discretion that the funds necessary to accomplish the refunding of the refunded bonds and the issuance of the Series 1996 Bonds is either more or less than the proceeds of the sale of all of the Series 1996 Bonds, the County reserves the right either to increase or decrease, by no more than lo%, the principal amount of the Series 1996 Bonds (to be rounded to the nearest $5,000), maturing in years 2003 through 2021 and to increase or decrease by no more than $, the principal amount of the Series 1996 Bonds (to be rounded to the nearest $5,000) maturing in years 1998 through 2002, provided that any such increase shall not, in the aggregate, cause the total amount of Series 1996 Bonds to exceed the maximum principal amount authorized by the County. The total purchase price of the Series 1996 Bonds will be increased or decreased in direct proportion to the ratio that the adjustment bears to the aggregate principal amount of the Series 1996 Bonds specified herein. ~t Preliminary, subject to change. jpk Optional Term Bond maturities.

70 In the event of any such adjustment, no rebidding or recalculation of the bids submitted will be required or permitted; the total purchase price of the bonds will be increased or decreased in direct proportion to the ratio that the adjustment bears to the aggregate principal amount of the Series 1996 Bonds specified herein; and the Series 1996 Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yield as specified immediately after award of the Series 1996 Bonds of that maturity. However, the award will be made to the bidder whose bid produces the lowest true interest cost rate, calculated as specified, solely on the basis of the Series 1996 Bonds offered, without taking into account any adjustment in the amount of Series 1996 Bonds pursuant to this paragraph. Optional Redemption Provisions - The Series 1996 Bonds maturing onoctober 1, 2004 and thereafter, at the option of the County, may be called for redemption prior to maturity, in whole or in part on any date, on or after October 1, 2003, and if in part, in maturities determined by the County and by lot within maturities. The redemption price shall be equal to the amount shown on the table below (expressed as a percentage of the principal amount of such Series 1996 Bonds or portion thereof to be redeemed), plus accrued interest on the principal amount to be redeemed to the date of redemption: Redemption Period (Date Inclusive) Redemption Price October 1, 2003 through September 30, 2004 October 1, 2004 and thereafter AUTHORIZATION The County shall issue the Series 1996 Bonds under the authority of, and in full compliance with Article VII, Section 12 of the Florida Constitution, Chapter , Florida Statutes, as amended, the Code of Orange County, Florida, as amended, Ordinance No. 78-7, enacted by the Board of County Commissioners (the "Board") of the County on March 16, 1978, as amended, Series Resolution No. 96- adopted by the Board on, 1996, and the Amended and Restated Indenture of Trust dated as of August 1, 1995 as supplemented by the First Supplemental Indenture to the Amended and Restated Indenture of Trust dated, 1996 (the "Supplemental Indenture"), both by and between the County and First Union National Bank of Florida, as Trustee (the "Trustee"), all as more particularly described in the Preliminary Official Statement for the Series 1996 Bonds. The Series 1996 Bonds are being issued for the purpose of refinancing all or a portion of the outstanding Orange County, Florida Tourist Development Tax Revenue Bonds, Series 1992B to achieve debt service savings. The particular maturities of the Series 1992B Bonds to be refunded shall be determined by the County prior to the sale of the Series 1996 Bonds, based upon prevailing market conditions. SECURITY FOR THE BONDS The Series 1996 Bonds will be special and limited obligations of the County payable from and secured by (i) Tourist Development Tax proceeds (after deduction, if necessary, in each year of certain expenses of operation, maintenance and promotion of the Convention Center), (ii) Net Operating Revenues, if any, of the Convention Center, (iii) Supplemental Revenues, which include, until released, the City Revenues received by the Trustee in accordance with the terms of the Endorsement Agreement, (iv) Investment Earnings, and (v) all moneys paid or required to be paid to certain funds and accounts established under the Indenture (excluding any rebate fund or account). The Series 1996 Bonds are not general obligations of the County or the City, and neither the full faith and credit nor the general revenues or taxing power of the State of Florida (the "State"), the County, the City or any political subdivision of the State is pledged to or otherwise legally available for the payment of the principal of, redemption premium, if any, or interest on the Series 1996 Bonds. Reference is made to the Preliminary Official Statement for a more detailed description of the security for the Series 1996 Bonds.

71 CONTINUING DISCLOSURE In the Supplemental Indenture the County has committed to provide certain annual information and notices of material events as required by Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "Commission") and as described in the Official Statement. The successful bidder's obligation to purchase the Series 1996 Bonds shall be conditioned upon its receiving, at or prior to the delivery of the Series 1996 Bonds, in form and substance reasonably satisfactory to the successful bidder, a copy of the Supplemental Indenture setting forth the continuing disclosure undertaking set forth above, which shall constitute a written agreement for the benefit of the holders of the Series 1996 Bonds as required by Rule 15c2-12 as promulgated by the Securities and Exchange Commission. MUNICIPAL BOND INSURANCE The Series 1996 Bonds will be insured. The County has received an insurance commitment from to provide its policy of municipal bond insurance guaranteeing the payment of principal and interest bf the series 1996 Bonds. he insuran~e-~rem& shall be paid-by the County. PURCHASER'S CERTIFICATION REGARDING INITIAL OFFERING PRICE In order to provide the County with information required to enable it to comply with certain requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion of interest on the Series 1996 Bonds from the gross income of the holders thereof for federal income tax purposes, the successful bidder will be required to complete, execute and deliver to the County (on the date of delivery of the Series 1996 Bonds) a certificate relating to the manner in which the Series 1996 Bonds were offered for sale and the offering price for such Series 1996 Bonds, substantially in the form included in the Official Bid Form. In the event the successful bidder will not reoffer the Series 1996 Bonds for sale or is unable to sell a substantial amount of the Series 1996 Bonds by the date of delivery, such certificate may be modified in a manner approved by the County and Squire, Sanders & Dempsey, Jacksonville, Florida and McCrary & Mosley, Miami, Florida, Co-Bond Counsel to the County. It will be the responsibility of the successful bidder to institute such syndicate or selling group reporting requirements, to make such investigation, or otherwise to ascertain the facts necessary to enable it to make such certification with reasonable certainty. LEGAL OPINION AND CLOSING CERTIFICATE At the time of delivery of the Series 1996 Bonds, the County will deliver to the successful bidder, at the expense of the County, the approving opinion of Squire, Sanders & Dempsey, Jacksonville, Florida and McCrary & Mosley, Miami, Florida, Co-Bond Counsel, in substantially the form appearing as Appendix "C" to the Official Statement, a no-litigation certificate and other customary closing certificate5 relating to the issuance of the Series 1996 Bonds. GOOD FAITH DEPOSIT Each bid must be accompanied by a certified or cashier's check drawn upon an incorporated bank or trust company dated on or before the date of the bid in the amount of 2% of the aggregate principal amount of the Series 1996 Bonds, which check (the "Good Faith Check"), must be payable unconditionally to the order of the "Board of County Commissioners of Orange County, Florida". Award or rejection of bids will be made on the date above stated for receipt of bids and the Good Faith Check of unsuccessful bidders will be returned immediately after the award. The Good Faith Check of the successful bidder will be cashed as security for the performance of the bid, and, in the event such successful bidder should fail to comply with the terms of its bid, the proceeds will be retained by the County. The retention of such good faith deposit (the "Deposit") will constitute full liquidated damages for such failure. If it shall be found impossible to issue and deliver the Series 1996 Bonds, the County will deliver the Deposit to the successful bidder. Upon delivery of the Series 1996 Bonds, the Deposit will be credited (without interest) against the net purchase price to be paid by the successful bidder. No interest on the Deposit will accrue to the successful bidder.

72 Alternatively, each bidder may submit a financial surety bond (the "Financial Surety Bond") naming the County as the obligee in the event of default. by the bidder pursuant to the terms and conditions of the Financial Surety Bond. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State and approved by the County (as of the date of this Official Notice of Bond Sale, only Financial Security Assurance of Maryland Inc. is qualified for this purpose). The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Series 1996 Bonds are awarded to a bidder utilizing a Financial Surety Bond, that bidder is required to submit its Deposit in the form of a wire transfer as instructed by the County. Such Deposit shall be considered due on the day the Series 1996 Bonds are awarded, and shall be considered delinquent if not received by 3:00 p.m., local Orlando time, on the next business day following such award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn down by the County to satisfy the Deposit requirement. TERMS OF BID AND BASIS OF AWARD Proposals must be unconditional and for the purchase of all of the Series 1996 Bonds. The purchase price for the Series 1996 Bonds may include an original issue discount ("OID") which may not exceed two percent (2.00%) of the aggregate principal amount of the Series 1996 Bonds for any single maturity thereof, and overall, in combination with the underwriter's discount, may not exceed a total discount of one and one-half percent (1.50%) of the aggregate principal amount of the Series 1996 Bonds. No more than one Proposal from any bidder will be considered. The Series 1996 Bonds shall bear interest expressed in multiples of oneeighth (118) or one-twentieth (1120) of one (1) per centum. No interest rate specified for any maturity may be lower than any interest rate specified for an earlier maturity. No bid offering a difference greater than four per centum (4%) between the highest and lowest rates of interest will be considered. The use of split or supplemental interest coupons will not be considered and a zero rate or blank rate will not be permitted. All Series 1996 Bonds maturing on the same date shall bear the same rate of interest. The Series 1996 Bonds will be awarded to the bidder offering to purchase the Series 1996 Bonds at the lowest annual interest cost computed on a True Interest Cost basis (the "TIC"). The annual TIC will be determined by doubling the semi-annual interest rate necessary to discount the semi-annual debt service payments on the Series 1996 Bonds back to the Net Bond Proceeds (defined as the par amount of the Series 1996 Bonds plus accrued interest thereon, less any OID and underwriter ' s discount on the Series 1996 Bonds and less the municipal bond insurance premium) calculated on a 360 day year to the Closing Date. For purposes hereof, sinking fund installments for any Series 1996 Term Bonds shall be considered as serial maturities. The TIC must be calculated to four (4) decimal places. EACH PROPOSAL MUST BE IN THE FORM OF THE RESPECTIVE OFFICIAL BID FORM ENCLOSED IN A SEALED ENVELOPE MARKED "BID FOR $ ORANGE COUNTY, FLORIDA, TOURIST DEVELOPMENT TAX REFUNDING REVENUE BONDS, SERIES 1996." EACH BIDDER MUST SPECIFY IN ITS BID THE INTEREST RATE FOR THE SERIES 1996 BONDS OF EACH MATURITY AND ALL SERIES 1996 BONDS MATURING ON THE SAME DATE MUST BEAR INTEREST AT THE SAME RATE. NO BIDS FOR LESS THAN ALL OF THE SERIES 1996 BONDS OFFERED WILL BE ENTERTAINED. THE COUNTY RESERVES THE RIGHT TO REJECT ALL BIDS OR ANY BID NOT CONFORMING TO THIS OFFICIAL NOTICE OF BOND SALE OR NOT IN THE FORM OF THE OFFICIAL BID FORM. THE COUNTY ALSO RESERVES THE RIGHT TO WAIVE, IF PERMITTED BY LAW, ANY IRREGULARITY OR INFORMALITY IN ANY PROPOSAL. THE COUNTY SHALL NOT REJECT ANY CONFORMING BID, UNLESS ALL CONFORMING BIDS ARE REJECTED. MINORITY PARTICIPATION It is the policy of the County to provide minority business enterprises ("MBE") and women business enterprises ("WBE") an equal opportunity to participate in the performance of County contracts. The County has placed a high priority on increasing the amount of MBE and WBE participation in County contracts. Bidders are requested to assist the County in implementing this policy by providing equal opportunities for MBE and WBE underwriter firms to participate in their bidding syndicates.

73 SgTTLEMISNT OF BONDS It is expected that closing for the Series 1996 Bonds will occur in Orlando, Florida on or about, 1996, or such other date as shall be appropriate to ensure compliance with Rule 15c2-12 as promulgated by the Commission pursuant to the provision of the Securities Exchange Act of 1934, as amended. On such date, the Series 1996 Bonds will be delivered to DTC as securities depository registered in the name of CEDE & CO., as nominee of DTC, The successful bidder shall advise the underwriting department of DTC, not less than 7 busiriess days prior to the closing date, the interest rates borne by the Series 1996 Bonds, the CUSIP identification numbers and the closing date. The successful bidder shall also timely obtain CUSIP identification numbers and pay CUSIP Service Bureau charges for assignment of the numbers. Any delay, error or omission with respect to the CUSIP numbers shall not constitute cause for failure or refusal by the successful bidder to accept delivery of and pay for the Series 1996 Bonds in accordance with the terms of this Official Notice of Bond Sale. FULL PAYMENT OF THE PURCHASE PRICE MUST BE MADE TO THE COUNTY ON SUCH DATE BY THE SUCCESSFUL BIDDER IN FEDERAL FUNDS OR IMMEDIATELY AVAILABLE FUNDS WITHOUT COST TO THE COUNTY. BLUE SKY LAWS The successful bidder(s) will be responsible forthe clearance or exemption with respect to the status of the Series 1996 Bonds for sale under the securities or "Blue Sky" laws of the several states and the preparation of any surveys or memoranda in connection with such sale. OFFICIAL STATEMENT The County has authorized the distribution of its Preliminary Official Statement relating to the Series 1996 Bonds, dated, 1996, which it deems final for purposes of Rule 15c2-12 of the Commission. The Preliminary Official Statement describes the Series 1996 Bonds and contains information with respect to the County's operations and its obligations. Upon the sale of the Series 1996 Bonds, the County will deliver a final Official Statement substantially in the same form as the Preliminary Official Statement subject to such amendments as are necessary to the successful bidder within the earlier of seven business days following the sale of the Series 1996 Bonds or to accompany the successful bidder's confirmation that requests payment for the Bonds. 375 copies of the Official Statement (and any supplement thereto) will be made available to the successful bidder at the expense of the County. Additional copies may be obtained at the expense of such bidder. MANDATORY STATE FILING Section (1)(b) 1, Florida Statutes, as amended, requires that the County file, within 120 days after the delivery of the Series 1996 Bonds, an information statement with the Division of Bond Finance of the Board of Administration of the State containing the following information: (a) the name and address of the managing underwriter, if any, connected with the bond issue; (b) the name and address of any attorney or financial consultant who advised the County with respect to the bond issue; (c) any fee, bonus, or gratuity paid by any underwriter or financial consultant, in connection with the bond issue, to any person not regularly employed or engaged by such underwriter or consultant; and (d) any other fee paid by the County with respect to the bond issue, including any fee paid to attorneys or financial consultants. The successful bidder is expected to provide to the County the information mentioned in (a) and (c) above when the Series 1996 Bonds are delivered, but in no event later than ninety (90) days as required by Section ( 1) (b) 2. Such information provided pursuant to the cited statute shall be maintained by the Division of Bond Finance and by the County as a public record. Additionally, Section , Florida Statutes, as amended, requires the Official Statement for the Series 1996 Bonds to include disclosure of any finder's fees paid in connection with the sale of the Series 1996 Bonds. ADDITIONAL INFOFtMATION Copies of the Preliminary Official Statement (including the form of the opinion of Co-Bond Counsel), the Official Bid Form and the Official Notice of Bond Sale and any additional information will be furnished upon application to

74 the undersigned at the Orange County Administration Building, 201 South Rosalind Avenue, 4th Floor, Orlando, Florida 32801, (407) , or to the Co-Financial Advisors to the County, Public Financial Management, Inc., Signature Plaza, 201 S. Orange Avenue, Suite 720, Orlando, Florida 32801, (407) , and Fidelity Financial Services, L.C., 2750 N. 29th Avenue, Suite 209, Hollywood, Florida 33020, (954) ORANGE COUNTY, FLORIDA Dated:, 1996 By: Martha 0. Haynie County Comptroller

75 ORANGE COUNTY, FLORIDA AWARD CERTIFICATE I I "County"), DO HEREBY CERTIFY as follows: of Orange County, Florida (the 1. Pursuant to Resolution No , adopted by the Board of County Commissioners of Orange County, Florida (the "Board") on, 1996 (the "Resolution"), authorizing the public sale of not exceeding $ of Orange County, Florida Tourist Development Tax Refunding Revenue Bonds, Series 1996 (the "Series 1996 Bonds1'), the Board delegated to the County Chairman or her designee the authority, subject to certain conditions, to award the Series 1996 Bonds to the responsive bidder offering to purchase the Series 1996 Bonds at the lowest true interest cost to the County, such true interest cost to be calculated as provided in the Official Notice of Bond Sale. 2. Accordingly, bids were received at a.m., local Orlando time, on, 1996, and in accordance with the Official Notice of Bond Sale, we have determined that the bid offering the lowest true interest cost is the bid of % offering to pay $, plus accrued interest as shown on the Bid Tabulation attached hereto as Exhibit A. The Official Bid Form of the successful bidder is attached hereto as Exhibit B. 3. All of the conditions enumerated in Section 9 of the Resolution have been met as certified by the County's Financial Advisors, a copy of which certification is attached hereto as Exhibit C. 4. The maturities and amounts of the Orange County Tourist Development Tax Revenue Bonds, Series 1992B (the "Series 1992B Bonds") to be refunded are set forth in the attached Exhibit D. [5. Includedescriptionof Forward Purchase Agreement, if applicable, the identity of the municipal bond insurer and the method of satisfying the Reserve Requirement. ] 6. The County hereby accepts said bid and awards the Series 1996 Bonds to the syndicate/selling underwriting group whose lead senior manager is on the terms and conditions contained in said Official Notice of Bond Sale. Dated this day of, Title: * The complete list of the underwriter group is included in the Official Bid Form attached hereto as Exhibit B.

76 SUMMARY NOTICE OF BOND SALE T ORANGE COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REFUNDING REVENUE BONDS SERIES 1996 NOTICE IS HEREBY GIVEN that Ora2ge County, Florida (the "County") has authorized the sale of $ in the aggregate principal amount of Tourist Development Tax Refunding Revenue Bonds, Series 1996 (the "Series 1996 Bonds") by a competitive sale for which sealed bids will be received until 11:OO a.m., local Orlando time on, 1996, or on such date as may be determined by the County and communicated by Munifacts News Service not less than 24 hours prior to the time bids are to be received. Proceeds of the Series 1996 Bonds shall be used to a) refinance all or a portion of the outstanding Orange County, Florida Tourist Development Tax Revenue Bonds, Series 1992B; and b) pay the costs incurred for the issuance of the Series 1996 Bonds. The Series 1996 Bonds will be issued in fully registered book-entry form through a system of registration maintained by the Depository Trust Company, New York, New York ("DTC"), as the securities depository, and will be sold in beneficial interests of $5,000 or any integral multiple thereof. Copies of the Preliminary Official Statement, the Official Bid Form and Official Notice of Bond Sale may be obtained from the County Comptroller's Office, Orange County Administration Building, 201 South Rosalind Avenue, 3rd Floor, Orlando, Florida 32801, Telephone (407) , or the offices of the Co-Financial Advisors to the County, Public Financial Management, Inc., 201 S. Orange Avenue, Suite 720, Orlando, Florida 32801, (407) and Fidelity Financial Services, L.C., 2750 N. 29th Avenue, Suite 209, Hollywood, Florida 33020, (954) Dated this day of, ORANGE COUNTY, FLORIDA Martha 0. Haynie County Comptroller * Preliminary, subject to change.

77 EXHIBIT D PRELZMINARY OFFICIAL STATEMENT DATED,1996 Preliminery Offieid Statement is 'deemed 6d'' as of Ps date for purpoaea of, and except for certain o&ow 15~2-12(b)(l)] permitted by SEC Rule NEW ISSUE: BOOK-ENTRY ONLY RATINGS: SEE "RATINGS" HEREIN In the opinion of Co-Bond Counsel, under existing law (i) the Series 1996 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, and net incomeand franchise taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations, banks and savings associations; and (ii) assuming compliance with certain covenants, interest on the Series 1996 Bonds is excluded from gross income for federal income tax purposes and is not treated as an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code of 1986, as amended (the "Code"). The interest on the Series 1996 Bonds may be subject to certain federal taxes imposed only on certain corporations, including imposition of the corporate alternative minimum tax on a portion of that interest. (For a more complete discussion of tax aspects, see "TAX MAlTERS" herein.) Dated: February 15, 1996 ORANGE COUNTY, J?LORIDA $ * Tourist Development Tax Refunding Revenue Bonds, Series 1996 Due: October 1, as shown on the reverse hereof The Orange County, Florida Tourist Development Tax Refunding Revenue Bonds, Series 1996 (the "Series 1996 Bonds") are being issued in book-entry form only and will be available for purchase by prospective beneficial owners in denominations of $5,000 principal amount, or any integral multiple thereof. Beneficial owners of the Series 1996 Bonds will not receive delivery of bond certificates. The Series 1996 Bonds will be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). DTC will act as securities depository for the Series 1996 Bonds and will receive all payments with respect to the Series 1996 Bonds from First Union National Bank of Florida, Jacksonville, Florida, as Trustee, Paying Agent and Registrar, which payments will be remitted to DTC's participants for subsequent disbursement to the beneficial owners. (See "THE BOOK-ENTRY ONLY SYSTEM" herein). Interest on the Series 1996 Bonds is payable on October 1, 1996 and semiannually on each April 1 and October 1 thereafter until maturity or earlier redemption. The Series 1996 Bonds are subject to redemption prior to their stated maturities as described herein. The Series 1996 Bonds are being issued by Orange County, Florida (the "County") for the purpose of providing moneys to pay the cost of (i) refunding a portion of the County's Outstanding Tourist Development Tax Revenue Bonds, Series 1992B and (ii) paying all expenses incidental thereto and to the issuance of the Series 1996 Bonds. The Series 1996 Bonds are special and limited obligations of the County and will be payable from (i) Available Tourist Development Tax Proceeds of the County, (ii) Net Operating Revenues, if any, of the County's Convention Center, (iii) Supplemental Revenues, which shall include, until released as described herein, certain sales tax revenues pledged by the City of Orlando (the "City"), as described herein, (iv) Investment Earnings as defined herein, and (v) all moneys paid or required to be paid into certain funds and accounts (excluding any rebate fund or account) established pursuant to the Indenture, as described herein. The Series 1996 Bonds are not general obligations of the County or the City, and neither the full faith and credit nor the general revenues or taxing power of the State of Florida, the County, the City or any political subdivision of the State is pledged to the payment of the principal of, redemption premium, if any, or interest on the Series 1996 Bonds. The Series 1996 Bonds shall be issued on a parity with the County's outstanding Tourist Development Tax Revenue Bonds, Series 1986, Tourist Development Tax Revenue Bonds, Series 1990, Tourist Development Tax Refunding Revenue Bonds, Series 1992A, Tourist Development Tax Revenue Bonds, Series 1992B (which remain outstanding following the issuance of the Series 1996 Bonds), Tourist Development Tax Refunding Revenue Bonds, Series 1994A and Tourist Development Tax Revenue Bonds, Series 1994B. [payment of al of the principal of and interest on the Series 1996 Bonds, when due, will be insured by a municipal bond insurance policy to be issued by - simultaneously with the delivery of the Series 1996 Bonds. (See "Municipal Bond Insurance" herein.) [Insert Bond Insurer's Logo] A DETAILED MATURlTY SCHEDULE IS SET FORTH ON THE INSIDE COVER This cover page contains certain information for quick reference only. It is not a summary of the transaction. Investors must read the entire Ofticial Statement to obtain information essential to the making of an informed investment decision. The Series 1996 Bonds are offered when, as and if issued, subject to the opinion on certain legal matters relating to their issuance by Squire, Sanders & Dempsey, Jacksonville, Florida and McCrary & Mosley, Miami, Florida, Co-Bond Counsel. Certain legal matters will be passed upon for the County by Thomas J. Wilkes, County Attorney. Certain legal matters will be passed upon by the County's Co-Disclosure Counsel Holland & Knight, Orlando, Florida and Perry & Hicks, P.A., Orlando, Florida. It is expected that the Series 1996 Bonds will be available in definitive form for delivery to DTC in New York, New York, on or about March -, Sealed bids for the purchase of the abovereferenced Series 1996 Bonds will be received by the County on February -, 1996 as provided in the Official Notice of Bond Sale, or after February -, 1996 as the County may give notice through Munifacts News Service. Date:, 1996 * Preliminary, subject to change, see the O$cial Notice of Bond Sale LAK :708 Orange CounyiTDT H&K DRAFT 01 09/96

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