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~E6ROAR~25,~qq~ <br />~March~4rI99~ <br />Regular Meeting <br />Res.No,97-152 <br />Page Two <br />WEEREAS,the Board desires to finance the purchase of such land through the <br />issuance and sale of the County’s variable rate demand revenue notes (the “Series 1997 Notes”) <br />in the amount not to exceed $8,500,000 to Alex,Brown &Sons,Incorporated (the <br />“Underwriter”),which Series 1997 Notes will be limited obligations of the County payable <br />solely from amounts appropriated therefor by the Board and amounts drawn under a letter of <br />credit issued by Wachovia Bank ofNorth Carolina,N.A.(the “Credit Provider”);and <br />WHEREAS,the financing for this transaction requires the Boai’d to grant a <br />leasehold interest in the property being acquired to the Credit Provider (“Ground Lease”)as <br />security for the repayment under the appropriation financing,which Ground Lease does not <br />allow the Credit Provider to have any rights under the Ground Lease unless the Board fails to <br />appropriate funds to repay the notes;and <br />WHEREAS,the Board has conducted a public hearing concerning the granting <br />of this leasehold interest in the property the County plans to acquire,pursuant to Section 15.1- <br />262,VA Code Ann.;and <br />WHEREAS,the appropriation financing will be structured and issuance ofthe <br />Series 1997 Notes will occur pursuant to the following documents,drafts ofwhich have been <br />presented to the Board:(i)an Indenture of Trust (the “Indenture”)between the Board and <br />Crestar Bank,as trustee (the “Trustee”),including a form of the Series 1997 Notes;(ii)a Tender <br />Agent Agreement between the Board and Crestar Bank or its designee,as tender agent;(iii)a <br />Paying Agent Agreement between the Board and Crestar Bank or its designee as paying agent; <br />(iv)a Reimbursement and Security Agreement between the Board and the Credit Provider, <br />which provides for issuance ofthe Credit Provider’s letter of credit to secure the Series 1997 <br />Notes and the County’s subject to appropriation obligation to reimburse the Credit Provider for <br />draws under its letter of credit;(v)a Ground Lease between the Board and the Credit Provider, <br />as collateral for the County’s subject to appropriation obligations under the Reimbursement and <br />Security Agreement;(vi)a Preliminary Official Statement with respect to the offering ofthe <br />Series 1997 Notes;(vii)a Purchase Agreement between the Board and Alex.Brown &Sons, <br />Incorporated as the Underwriter,as initial purchaser of the Series 1997 Notes;and’(viui)a <br />Remarketing Agreement between the Board and Alex.Brown &Sons,Incorporated as <br />remarketing agent for the Series 1997 Notes.All of such listed documents except the <br />Preliminary Official Statement are referred to in this Resolution as the “Basic Documents;” <br />NOW,THEREFORE,BE IT RESOLVED by the Prince William Board of <br />County Supervisors: