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HomeMy WebLinkAboutVarious Purposes Bond No. 1 $299,800 ~ ~ ~ ~C>t~' ~,~ MS, 7c3 UNITED STATES OF AMERICA ~ :~ ~;~ STATE OF NEW YO~ ........... ~ , ~,; :? COUN~ OF S~O~ ~,:,~:~ , ~.~ ~ ~ TOWN OF SOU~OLD ;:~z () init<{ ~ BO~ ~TICPATION NOTE FOR V~IOUSP~OSE~2008 ~e Town of Southold, in ~e Co~ty of SuffoIk, a mumcipal co~oration of thc S~te of New acknowledges it.ll mdebt~ ~d for val~ received promims tu pay to ~e be~r of this Note, or if it regist~ed hold~, the sum of ~O ~RED N~E~-~E ~OUS~ EIGHT ~RED DOL~S ($299,8~) on the 4~h day of September, 2~. tage~ ~ ~t~est ~ereon ~om ~e date hereof at the rate of three per centum (3.00%) per annum, payable at matmty Bo~ princi~l of and int~t on ~is Note ~11 be ~id in la~nl money ~erica, at Bfidgehampton National Ban~ Southold, New York. At the request of the holder, the Town Clerk shall convert tlfis Note into a registered Note by registering it in the name of the holder in the books of the Town kept in the office of such Town Clerk and endorsing a certificate of such registration hereon, after which both principal of and interest on tiffs Note shall be payable only to the registered holder, his legal representatives, successors or transferees. This Note shall then be transferable only upon presentation to such Town Clerk with a ~mtten transfer of title and such Town Clerk shall thereupon register this Note in the name of the transferee in his books and shall endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as to its genuineness by an officer ora bank or trust company located and authorized to do business in tlfis State. This Note is the only Note of an authorized issue, the principal amount of which is $299,800 This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, two bend resolutions adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds for various proposes in and for the Town and the Certificate of Determination executed by the Supervisor on December 16, 2008 The faith and credit of such Tovm of Southold are hereby irrevocably pledged for the punctual payment of the principal of and interest on this Note according to its terms. It is hereby cerhfied and recited that all conditions, acts and things reqmred by the Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent to and in the issuance of this Note, exist, have happened and have been performed, and that this Note, together with all other mdabtedness of such Town of Southold, is wittfin every debt and other limit prescribed by the Constitution and laws of such State. IN WITNESS VCHEREOF, the Town of Southold has caused this Note to be signed by its Supervisor, and its corporate seal (or a facsimile thereof) to be affixed, imPnnted, engraved, or otherwise reproduced hereon and attested by its Town Clerk and this Note to be dated as of the 16th day of December, 2008. (SE~L) .ATTEST: ~Town Clerk TOWN OF SOUTHOLD Supervisor REGISTRATION CERTIFICATE It is hereby certified that the within Note has been registered as follows: Date of Registration Name of Registered Holder Registered by The Town Board of the Town of Southold, in the County of Suffolk, New York Ladies and Gentlemen: We have examined a record of proceedings relating to the issuance of the $4,280,000 Bond Anticipation Note for Various Purposes-2008 of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York. Said Note is a renewal Note, is dated September 5, 2008, matures September 4, 2009, is numbered 4R-l, bears interest at the rate of two and twenty-eight hundredths per centum (2.28%) per annum, payable at maturity, is of the denomination of $4,280,000, is payable to bearer without coupons and registrable as to both principal and interest and issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, various bond resolutions adopted by the Town Board on their respective dates, authorizing the issuance of serial bonds for various purposes, and the Certificate of Determination executed by the Supervisor on September 5, 2008. Said bond anticipation note is a temporary obligation issued in anticipation of the sale of permanent serial bonds. The Note is issued only in fully registered form, in the name of Cede & Co., as Noteowner and nominee for The Depository Trust Company, an automated depository for securities and clearing house for securities transactions. Purchases of ownership interests in the Note will be made in book-entry form, in denominations of $5,000 or any integral multiple thereof. In our opinion, the Note is a valid and legally binding general obligation of the Town for which the Town has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to pay the Note and interest thereon without limitation of rate or amount. The enforceability of rights or remedies with respect to such Note may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirements that must be met subsequent to the issuance and delivery of the Note in order that interest on the Note be and remain excludable from gross income under Section 103 of the Code. The Town Supervisor, in executing the Arbitrage and Use of Proceeds Certificate, has certified to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that interest paid on the Note is excludable from gross income under Section 103 of the Code. We have examined such Arbitrage and Use of Proceeds Certificate of the Town delivered concurrently with the delivery of the Note, and in our opinion, such certificate contains provisions and procedures under which such requirements can be met. In our opinion, under existing statutes and court decisions, (i) interest on the Note is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code, and (ii) interest on the Note is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In rendering the opinion in this paragraph, we have (i) relied on the representations, certifications of fact, and statements of reasonable expectations made by the Town in the Arbitrage and Use of Proceeds Certificate and other documents in connection with the Note, and (ii) assumed compliance by the Town with certain provisions and procedures set forth in the Arbitrage and Use of Proceeds Certificate relating to compliance xvith applicable requirements of the Code to assure the exclusion of interest on the Note from gross income under Section 103 of the Code. Further, in our opinion, under existing statutes, interest on the Note is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. Except as stated above, we express no opinion regarding any other federal or state tax consequences with respect to the Note. We render our opinion under existing statutes and court decisions as of the issue date, and we assume no obligation to update our opinion after the issue date to reflect any future action, fact or circumstance, or change in law or interpretation, or otherwise. We express no opinion on the effect of any action hereafter taken or not taken in reliance upon an opinion of other counsel on the exclusion from gross income for federal income tax purposes of interest on the Note, or on the exemption from state and local tax law of interest on the Note. Other than such record of proceedings, we have not been requested to examine or review and have not examined or reviewed the accuracy or sufficiency of any additional proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town, which have been or may hereafter be furnished or disclosed to purchasers of said Note, and we express no opinion with respect to any such financial or other information or the accuracy or sufficiency thereof. The form of said Note is prescribed by Schedule B,2 of the Local Finance Law of the State of New York, but xve have not examined the executed Note. This opinion is issued as of the date hereof, and we assume no obligation to update, revise or supplement this opinion to reflect any action hereafter taken or not taken, or any facts or circumstances, or changes in law or in interpretations thereof, that may hereafter occur, or for any other reason. Very truly yours, No. 4R-I UNITED STATES OF AMERICA C U $ I P STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD #:: 844572 ~2f0,000 BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2008 The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New hereb acknowledges itself indebted and for value received promises to pay to CEDE & CO., as nominee Company, the registered owner, or registered assigns, the sum of FOUR MILLION TWO HUNDRED EIGHTY THOUSAND DOLLARS ($4,280,000) on the 4th day of September, 2009, together with interest thereon from the date hereof at the rate ol two and twenty-eight hundredths per centum (2.28%) per annum, payable at maturity. Both princi Note will be paid in lawfid money of the United States of America (Federal Funds), at the office of the Town Clerk, Southold, 53095 Main Road, Southold, New York. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name ~ Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. This Note is the only Note ofm~ authorized combined issue, the principal amount of which is $4,280,000. This Note is issued pursuant to the provisions of the Local Finance Law, 'constituting Chapter 33-a of the Consolidated Laws of tt~e State of New York, various vond resolutions adopted by the Town Board on their respective authorizing the issuance of serial bonds for various purposes in and for the Town, and the Certificate of Determination execute by the Supervisor as of September 5, 2008. Thc faith and credit of the Town of Southold are hereby irrevocably pledged for the punctual payment of th principal of and interest on this Note according to its terms~ It is hereby certified and recited that all conditions, acts and things required by the Constitution and statute of the State of New York to exist, to have happened and to have been performed precedent to and in the issuance of this Note exist, have happened and have been performed, and that this Note, together with all other indebtedness of such Town Southold, is within every debt and other limit prescribed by the Constitution and laws of such State. IN WITNESS WHEREOF, the Town of Southold has caused this Note to be signed by its Supervisor, and its corporate seal (or a facsimile thereof) to be affixed, imprinted, engraved, or otherwise reproduced hereon and attested by its Town Clerk and this Note to be dated as of the 5th day of September, 2008. TOWN OF~UTHOLD Supervisor 'i~HE DEPOSITORY TRUST COMPANY 55 Water Street New York, New York 10041 SUBJECT TO COUNT Attention: Phone: Telecopy: Underwriting Packaging D.e. partment (212) 558-8520 ? ~ -t~ _/~ (212) 344-1533 AND EXAMINATION SAFEKEEPING AGREEMENT Reft (Description of issue, number of certificates, number of CUSIPs assigned to issue and $ value of securities) Town of Southold, in the County of Suftblk, New York $4,280,000 Bond Anticipation Note for Various Purposes-2008, dated September 5, 2008, maturing September 4, 2009 CUSIP # 844572 LB1 (ONE CERTIFICATE) $ VALUE $4,280,000 The Depository Trust Company (DTC) acknowledges receipt fi.om Hawkins Delafield & Wood LLP (the trustee, transfer agent, underwriter or other agent of the issuer, hereafter referred to as the "Agent") of possession, custody and control of the above securities for safekeeping. DTC is authorized to hold these securities in safekeeping until DTC is instructed by telephone or in writing by one of the below designated representatives of the Agent either to: (1) deliver the securities by book-entry the DTC account of the lead underwriter (or to the DTC ~:count of its clearing agent) or (2) return the said securities to the Agent. to In the event DTC is instructed to return said securities, DTC shall return the securities to the Agent as soon as practicable, but, in any event, no later than the DTC business day following the day such instruction is received. DTC shall hold the Agent, its officers and employees, harmless from any liability, loss, damage, and reasonable expense of any kind in comiection with any loss, damage, theft or destruction of any kind of said securities while they are in the possession, custody or control of DTC, its officers or employees or in the event securities are released from the control of DTC without the specific approval of the Agent pursuant to this Safekeeping Agreement. ~ AGENT By: Title: Authorized Representative of Trustee/Agent By: ~/0 ~ /-~ Title: {/ SUPERVISOJR/ /(x ~// Date: ~-/ ~'~/~ PRINT NAME ORGANIZATION ( P[LLNT NAME ORGANIZATION PRINT NAME ORGANIZATION ( DTC accepts authorization of closings on the phone number listed below: (212) 855-3752 (212) 855-3753 (212) 855-3755 (212) 855-3754 TELEPHONE NO. TELEPHONE NO TELEPHONE NO 544066.1 019513 MSC Please pay TOWN OF SECAUCUS asap and provide FED REF. Page 1 of 2 Brian Wallick From: Sent: To: Cc: Huang, Jing Michelle [Jing. Huang@capitalone.com] Friday, September 05, 2008 10:14 AM Brian Wallick Morgan Laird Subject: FW: Please pay TOWN OF SOUTHOLD asap and provide FED REF. Hi Brian, Please see the wire confirmation below and give me a call when you are ready to close. Thanks, Michelle 703-720-3151 From: Kelleher, Kristy Sent: Friday, September 05, 2008 10:07 AM To: Huang, .ling Michelle; Friess, Jason; Hopkins, Aundre; Pou{iot, Alison; Wire Request Richmond Cc: Morris, Brian; Ponnuswamy, Ruth; Riede, Maria; Tang, Sheila; Aubin, Christine; Fisher, Iris; Granderson, Diane; Lohr, Edith; Morgan, Tomeka; Seeley, Kimberly; Zheng, Pearl; Szewczyk, Peter Subject: RE: Please pay TOWN OF SOUTHOLD asap and provide FED REF. Funds have been sent. The fed reference number for Accounts Payable $3,315,000 is 20080905B1Q8431C000182~ The fed reference number for Agency & Trust $965,000 is 20080905B1Q8431C000183. Please let us know if you have any questions. Thanks, Kristy From: Huang, Jing Michelle Sent: Friday, September 05, 2008 8:31 AM To: Friess, _]ason; Hopkins, Aundre; Pouliot, Alison; Wire Request Richmond; Kelleher, Kristy Cc: Morris, Brian; Ponnuswamy, Ruth; Riede, Maria; Tang, Sheila; Aubin, Christine; Fisher, Iris; Granderson, Diane; Lohr, Edith; Morgan, Tomeka; Seeley, Kimberly; Zheng, Pearl; Szewczyk, Peter Subject: Please pay TOWN OF SOUTHOLD asap and provide FED REF. [mportance: High Hicash ops, Please pay the TOWN OF SOUTHOLD as per attached wire instructions for today's muni settlement. Kindly ensure the funds are sent before 10am and please provide a wire confirmation. Thanks, Michelle 9/5/2008 CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO THE AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF THE $4,280,000 BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2008 OF THE TOWN OF SOUTHOLD, NEW YORK I, Scott A. Russell, Supervisor of the Town of Southold, New York (herein called the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the bond resolutions duly adopted and amended and as referred to in paragraphs 1 to 10, inclusive, hereof, and subject to the limitations prescribed in said bond resolutions, I have made the following determinations: 1. A bond anticipation note of the Town in the principal amount of $135,000 shall be issued to renew, in part, the $270,000 bond anticipation note dated September 7, 2007, maturing September 5, 2008, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted April 20, 2004, appropriating $1,051,600 for the increase and improvement of facilities of the Southold Solid Waste Management District, in said Town; authorizing the issuance of $1,051,600 serial bonds of said Town to finance said appropriation; and authorizing any grant ftmds to be received from the United States of America, the State of New York or any other sources to be expended towards the cost of said object or purpose or redemption of the Town's obligations issued therefor, or to be budgeted as an offset to the taxes for the payment of the principal of and interest on said obligations," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 7, 2007, the redemption of said $270,000 bond anticipation note having been heretofore provided to the extent of $135,000 from a source other than the proceeds of serial bonds. 2. A bond anticipation note of the Town in the principal amount of $20,000 shall be issued to renew, in part, the $50,000 bond anticipation note dated September 7, 2007, maturing September 5, 2008, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "February 24, 2004, authorizing (a), at the estimated maximum cost of $73,000, the reconstruction, in part, of the new Town Hall annex, in said town and appropriating said amount therefor; and (b), at the estimated maximum cost of $58,596.40, the improvement of the communication system serving the Town as well as said annex appropriating said amount therefor stating the 548828.1 026311 CERT estimated total cost of said reconstruction and improvements is $150,000, including preliminary costs and costs incidental thereto and to the financing thereof in the amount of $18,403.60 and appropriating said amount therefor, authorizing the issuance of serial bonds in the aggregate amount of $150,000 to finance said appropriations and the levy and collections of taxes to pay the principal of and interest on said bonds," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 7, 2007, the redemption of said $50,000 bond anticipation note having been heretofore provided to the extent of $30,000 from a soume other than the proceeds of serial bonds. 3. A bond anticipation note of the Town in the principal amount of $18,000 shall be issued to renew, in part, the $50,000 bond anticipation note dated September 7, 2007, maturing September 5, 2008, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted August 10, 2004, authorizing the acquisition and installation of an in-car video system in ten (10) police cars together with a back office solution, including the upgrading of eight (8) cars with new laptops, appurtenances and supporting equipment therefor; stating the estimated maximum cost thereof is $160,000, including preliminary costs and costs incidental thereto and to the financing thereof; appropriating said amount therefor and authorizing the issuance of $160,000 serial bonds of said Town to finance the said appropriation," dt/ly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 7, 2007, the redemption of said $50,000 bond anticipation note having been heretofore provided to the extent of $32,000 from a source other than the proceeds of serial bonds. 4. A bond anticipation note of the Town in the principal amount of $85,000 shall be issued to renew, in part, the $120,000 bond anticipation note dated September 7, 2007, maturing September 5, 2008, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 20, 2006, authorizing the acquisition of certain emergency generators for use in and for the Town at the estimated maximum cost of $175,000; appropriating said amount therefor and authorizing the issuance of bonds in the principal amount of $175,000 to finance such appropriation," 548828.1 026311 CERT duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 7, 2007, the redemption of said $120,000 bond anticipation note having been heretofore provided to the extent of $35,000 from a source other than the proceeds of serial bonds. 5. A bond anticipation note of the Town in the principal amount of $150,000 shall be issued to renew, in full, the bond anticipation note of like principal amount dated September 7, 2007, maturing September 5, 2008, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Sonthold, New York, adopted July 17, 2007, authorizing the construction of improvements to Ryder Farm Lane and Park View Lane; stating the estimated maximum cost thereof is $180,000; appropriating said amount therefor, including the expenditure of $30,000 expected to be paid from the proceeds of a separate issue of bonds and $60,000 expected to be received as a reimbursement from the County of Suffolk; and authorizing the issuance of $150,000 serial bonds of said Town to finance a part of said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 7, 2007. 6. A bond anticipation note of the Town in the principal amount of $27,000 shall be issued to renew, in part, the $30,000 bond anticipation note dated September 7, 2007, maturing September 5, 2008, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted July 17, 2007, ratifying the appropriation of $30,000 to finance a part of the cost of construction of improvements to certain highways in the Hamlet of Orient, known as Ryder Farm Lane and Park View Lane; stating the estimated maximum cost thereof is $180,000, with $150,000 of said cost expected to be paid from other sources; and authorizing the issuance of $30,000 serial bonds of said Town to finance said $30,000 appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 7, 2007, the redemption of said $30,000 bond anticipation note having been heretofore provided to the extent of $3,000 from a source other than the proceeds of serial bonds. 7. A bond anticipation note of the Town in the principal amount of $2,880,000 shall be issued to renew, in part, the $2,890,000 bond anticipation note dated September 7, 2007, maturing September 5, 2008, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: 548828.1 026311 CERT "Bond Resolution of the Town of Southold, New York, adopted August 16, 2005, and amended May 22, 2007 authorizing the construction of a new Town animal shelter, in said Town, stating the estimated maximum cost thereof is $3,300,000, appropriating said amount therefor, including the appropriation of $280,000 held in trust and authorizing the issuance of $3,020,000 serial bonds of said Town to finance the balance of said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 7, 2007, the redemption of said $2,890,000 bond anticipation note having been heretofore provided to the extent of $10,000 from a source other than the proceeds of serial bonds. 8. A bond anticipation note of the Town in the principal amount of $75,000 shall be in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted April 22, 2008, authorizing the acquisition of tax collection software for use by the Town tax receiver's office, at the estimated maximum cost of $75,000; appropriating said amount therefor, and authorizing the issuance of bonds in the principal amount of $75,000 to finance said appropriation," duly adopted by the Town Board on the date therein referred to. 9. A bond anticipation note of the Town in the principal amount of $400,000 shall be in anticipation of the sale of the serial bonds at/thorized pursuant to the .bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted July 29, 2008, appropriating $400,000 to pay the cost of acquiring the easterly half of the certain piece of parcel of land, containing one half of one acre, more or less, situate adjacent to the Town Hall property, and previously acquired by the town pursuant to the eminent domain proceeding (Index No. 06-23054) commenced in the Supreme Court of the State of New York, Suftblk County, on August 3, 2006, and authorizing the issuance of $400,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to. 10. A bond anticipation note of the Town in the principal amount of $490,000 shall be in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 17, 2008, appropriating $590,000 for the increase and 548828.1 026311 CERT improvement of facilities of the Southold Solid Waste Management District, in said Town, and authorizing the issuance of $590,000 serial bonds of said town to finance said appropriation," duly adopted by the Town Board on the date therein referred to. 11. Said $135,000 note, said $20,000 note, said $18,000 note, said $85,000 note, said $150,000 note, said $27,000 note, said $2,880,000 note, said $75,000 note, said $400,000 note and said $490,000 note shall be combined for the purpose of sale into a single note issue in the aggregate principal amount of $4,280,000 (hereinafter referred to as the "Note"). 12. The terms, form and details of said Note shall be as follows: Amount and Title: $4,280,000 Bond Anticipation Note for Various Purposes-2008 Dated: September 5, 2008 Matures: September 4, 2009 Number and Denomination: Number 4R-l, at $4,280,000 Interest Rate per annum: 2.28% Place of payment of principal and interest shall be the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York, and the form of note shall be substantially in accordance with the form prescribed by Schedule B,2 of the Local Finance law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, provided that the Note when issued will be (i) registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York, ("DTC") and (ii) deposited with DTC to be held in trust until maturity. Purchases of ownership interests in the Note will be in book-entry form in denominations of $5,000 or any integral multiple thereof. Beneficial owners of the Note will not receive certificates representing their interests in the Note. Unless the Town determines otherwise, transfers or exchanges of ownership interests in the Note may be accomplished via book-entry transactions only, as recorded through the book-entry system established and maintained by DTC or a successor depository. 13. The respective amounts of bond anticipation notes originally issued in anticipation of the issuance of the serial bonds authorized pursuant to the bond resolutions referred to in paragraphs 1 to 10, inclusive, hereof, including 'the Note, are: (1) $1,051,600, (2) $150,000, (3) $160,000, (4) $175,000, (5) $150,000, (6) $30,000, (7) $2,890,000, (8) $75,000, (9) $400,000 and (10) $490,000 and the respective amounts of bond anticipation notes which 548828.1 026311 CERT will be outstanding after the issuance of the Note, including said Note, will be: (1) $135,000, (2) $20,000, (3) $18,000, (4) $85,000, (5) $150,000, (6) $27,000, (7) $2,880,000, (8) $75,000, (9) $400,000, and (10) 490,000. 14. The serial bonds authorized pursuant to the resolution referred to in paragraphs 1,4, 6 and 10 hereof, are for improvements which are assessable, and the serial bonds authorized pursuant to the resolutions referred to in paragraphs 2, 3, 5, 7, 8 and 9 hereof, are for improvements which are non-assessable. 15. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to Capital One, N.A., McLean, Virginia, for the purchase price of $4,280,000, plus accrued interest, if any, from the date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that said Note shall bear interest at the rate of two and twenty-eight hundredths per centum (2.28%) per annum, payable at maturity. 16. Said Note shall be executed in the name of the Town by the manual signature of its Supervisor and the corporate seal of the Town shall be affixed, impressed, imprinted or otherwise reproduced thereon and attested by its Town Clerk. I HEREBY FURTHER CERTIFY that the powers and duties delegated to the Supervisor to issue and sell the Note hereinabove referred to are in full force and effect and have not been modified, amended or revoked. IN WITNESS WHEREOF, I have hereunto set my hand as of the 5th day of September, 2008. Supervisor 548828.1 026311 CERT CLERK'S CERTIFICATE I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of Suffolk, Ne~v York, HEREBY CERTIFY that I have compared the foregoing copy of the Certificate of Determination executed by the Supervisor and the same is a true and complete copy of the Certificate filed with said Town in my office as Town Clerk on or before the 5th day of September, 2008; and I FURTHER CERTIFY that no resolution electing to reassume any of the powers or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in said Certificate and exercised by the Supervisor has been adopted by said Town Board. 1N WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town as of the 5th day of September, 2008. (SEAL) 'Tov~ Clerk 548828.1 026311 CERT AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) :SS: COUNTY OF SUFFOLK ) Elizabeth A. Neville, being duly sworn upon her oath deposes and says: 1. I am the duly appointed, qualified and acting Town Clerk of the Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called "Town"); 2. That with respect to the contract of sale of the Note of the Town described in the Certificate of Determination executed by the Supervisor on the 5th day of September, 2008, to the financial institution indicated in such Certificate, I have made a careful inquiry of each officer and employee of the Town having the power or duty to (a) negotiate, prepare, authorize or approve the contract or authorize or approve payment thereunder, (b) audit bills or claims under the contract, or (c) appoint an officer or employee who has any of the powers or duties set forth above, as to whether or not such officer or employee has an interest (as defined pursuant to Article 18 of the General Municipal Law) in such contract; 3. That upon information and belief, as a result of such inquiry, no such officer or employee has any such interest in said contract unless otherwise noted in Schedule A annexed hereto and by this reference made a part hereof. 0 T;wh i21~rk- Subscribed and sworn to before me this ,J'~' day oA'Se mber, 2008. ~/~,l~otary Public, State of New York JOHN A CUSHMAN Notary Publk:, State of New York NO. 0~CU~174322 Qualified in Suffolk County Commission Expires September 17, 20// 548828.1 026311 CERT SCHEDULE A 1. ., is a stockholder of the Purchaser owning or controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof but no disclosure of such interest by said officer is required pursuant to said Law. 2. ., has an interest in the Purchaser solely by reason of employment as an officer or employee thereof, but the remuneration of such employment will not be directly affected as a result of said contract and the duties of such employment do not directly involve the procurement, preparation or performance of any such part of such contract. 3. ., has publicly disclosed the nature and extent of such interest in writing to the governing board of the Town. Such written disclosure has been made a part of and set forth in the official record of proceedings of the Town. 548828.1 026311 CERT CERTIFICATES AS TO SIGNATURES, LITIGATION, AND DELIVERY AND PAYMENT WE, the undersigned officers of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town," HEREBY CERTIFY that on or before September 5, 2008, we officially signed and properly executed by manual signatures a $4,280,000 Bond Anticipation Note for Various Purposes-2008 (the "Note") of the Town, payable to Cede & Co., as nominee of The Depository Trust Company ("DTC") and otherwise described in Schedule A annexed hereto and by this reference made a part hereof, and that at the time of such signing and execution and on the date hereof we were and are the duly chosen, qualified and acting officers of the Town authorized to execute said Note and holding the respective offices indicated by the titles set opposite our signatures hereto for term expiring on the respective dates set opposite such titles. WE FURTHER CERTIFY that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of said Note or the levy or collection of any taxes to pay the interest on or principal of said Note, or in any manner questioning the authority or proceedings for the issuance of said Note or for the levy or collection of said taxes, or relating to said Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings ~br the issuance of said Note has or have been repealed, revoked or rescinded. WE FURTHER CERTIFY that the seal which is impressed upon this certificate (or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon said Note and is the legally adopted, proper and only official corporate seal of the Town. And 1, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on September 5, 2008, I delivered or caused the delivery of said Note to The Depository Trust Company to be held in trust to maturity for Capital One, N.A., McLean, Virginia, the purchaser thereof, and that at the time of such delivery of said Note, I received from said purchaser the amount hereinbelow stated, in full payment for such Note, computed as follows: Price ............................................................................................. $4,280,000.00 Interest on said Note accrued to the date of such delivery ............................................................... 0.00 Amount Received ......................................................................... $4,280,000.00 548828.1 026311 CERT 1N WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed as of the 5th day of September, 2008. Term of Office Expires December 31,2011 December 31, 2009 Title Supervisor Town Clerk (SEAL) I HEREBY CERTIFY that the signatures of the officers of the above-named Town, which appear above, are true and genuine and that I know said officers and know them to hgt~the respectivf offices set opposite their signatures. r-'~v ~ture) - ' (Title) ,J ~ 548828.1 026311 CERT ATTORNEY'S CERTIFICATE I, Patricia Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law of the State of New York, having offices at 53095 Main Road, Southold, New York, and am the duly chosen, qualified and acting Town Attorney for the Town of Southold, in the County of Suffblk, a municipal corporation of the State of New York and herein referred to as the "Town," that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of the Note of the Town, payable to Cede & Co., as nominee of The Depository Trust Company ("DTC") and otherwise described as set forth in Schedule A annexed hereto and by this reference made a part hereof or the levy or collection of any taxes to pay the interest on or principal of said Note, or in any manner questioning the authority or proceedings for the issuance of said Note or for the levy or collection of said taxes, or relating to said Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of said Note has or have been repealed, revoked or rescinded. IN WITNESS WHEREOF, Septem hereunto set my hand as of the 5th day of 5Atto r, 2008. ~y~/~~ 548828.1026311CERT SCHEDULE A Amount and Title: Dated: Matures: Number: interest Rate per annum: $4,280,000 Bond Anticipation Note for Various Purposes-2008 September 5, 2008 September 4, 2009 4R-1 2.28% 548828. I 026311 CERT ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk, New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the Issuer's $4,280,000 Bond Anticipation Note for Various Purposes-2008 (hereinafter referred to as the "Note" or "Notes"), dated and issued on September 5, 2008 as follows: Unless the context clearly requires otherwise, all capitalized terms used but not otherwise defined herein shall have the meanings set forth in Article II hereof or in the Resolutions, the Code or the Regulations (each as defined below). ARTICLE I GENERAL 1.1. Authority of Signatory. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Notes and am acting for and on behalf of the Issuer in signing this Arbitrage and Use of Proceeds Certificate (the "Certificate"). 1.2. Description of Notes. The Issuer represents that the Notes are sold at the aggregate Issue Price and are further described as set forth in the Certificate of Determination of the Issuer. 1.3. Purpose of Certificate. This Certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the Issue Date as to future events regarding the amount and use of proceeds of the Notes. It is intended and may be relied upon for purposes of Sections 103 and 141 through 150 of the Code, and as a certification described in Section 1.148-2(b)(2) of the Regulations. Thik Certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Notes. The provisions of this Certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Notes by the purchaser(s) thereof. 1.4. No Hedge Bonds. The Issuer reasonably expects that 85% of the Spendable Proceeds of the Notes will be expended for governmental purposes within 3 years of the Issue Date. In addition, not more than 50% of the Proceeds of the Notes are being invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield for 4 years or more. 1.5. Governmental Purpose. With respect to the Prior Issue, the Issuer reasonably expected as of the issue date of the Prior Issue that 85% of the spendable proceeds of the Prior Issue would be expended for governmental purposes within 3 years of such issue date, and, in addition, not more than 50% of the proceeds of the Prior Issue were invested in investments not acquired to carry out the governmental purposes of the issue at a guaranteed yield for 4 years or more. 1.6. Reasonable Expectations. This Certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Notes will not be used in a manner that would cause the Notes to be Arbitrage 548828.1 026311 CERT Bonds under Section 148 of the Code or Private Activity Bonds under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and there are no other facts, estimates or circumstances that would materially change that expectation. 1.7. Composite Issue. No other tax-exempt governmental obligations have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Notes, pursuant to the same plan of financing which are expected to be paid from substantially the same source of funds as the Notes. 1.8. Registration. The Notes will be issued in registered form. 1.9. No Federal Guarantee. The Issuer represents and covenants that, except for the gross proceeds of the Notes which are: (a) invested during the temporary period referred to in Article III, (b) held in any refunding escrow or (c) invested in obligations of the United States Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or any successor provision to Section 2 lB(d)(3) of the Federal Home Loan Bank Act, as amended: (i) No portion of the payment of principal or interest with respect to the Notes is or will be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof (in this Certificate "federally guaranteed"); and (ii) No portion of the Gross Proceeds of the Notes in excess of five percent of such Gross Proceeds is or will be (A) used in making loans the payment of principal or interest with respect to which is to be federally guaranteed, or (B) invested directly or indirectly in federally insured deposits or accounts. 1.I0. Tax Representation. The Issuer expects to be able to and will comply with all the procedures and provisions set forth in this Certificate, and will do and perform all acts and things necessary and desirable within its reasonable control in order to assure that interest paid on the Notes will be excluded from gross income of the owners of the Notes for the purpose of federal income taxation. 1.11. Noncompliance. The Issuer shall perform each of the obligations undertaken by it in this Certificate unless, in the written opinion of Bond Counsel, noncompliance with such obligations will not cause interest on the Notes to be included in gross income for purposes of Federal income taxation. 1.12. Reliance by Bond Counsel. The representations of the Issuer expressed in this Certificate may be relied upon by Bond Counsel in connection with the rendering of any opinion with respect to the Notes. 1.13. IRS Form 8038-G. The Issuer will file IRS Form 8038-G, included as part of the record of proceedings for the issuance of the Notes, by the 15th day of the second month after the calendar quarter in which the Notes are issued. 548828.1 026311 CERT ARTICLE II USE OF PROJECT AND PROCEEDS 2.1. Authorization. (a) The Notes are authorized to be issued pursuant to applicable provisions of the laws of the State of New York and various bond resolutions duly adopted by the Town Board on their respective dates (the "Resolutions"), as referred to in the Certificate of Determination executed by the Supervisor as of September 5, 2008. (b) For purposes of this Article II, the term "Original Proceeds" means the Sale Proceeds received (or deemed to be received) by the Issuer from the sale of the Notes net of the amount used or to be used for the payment of all costs and expenses associated with issuing the Notes, and excluding accrued interest. 2.2. Purpose of Issue. The Notes are being issued for various projects in and for the Town, including certain projects which have been previously financed by the issuance of bond anticipation notes (the "Prior Project") and various projects for which the Notes will provide original financing (the "New Project"). 2.3. Use of Proceeds. (a) The Issuer is receiving on the Issue Date $4,280,000, which is the purchase price paid by the underwriter of the Note. The difference, if any, between the Issue Price of the Notes and the purchase price paid by the underwriters represents the underwriting discount retained by the underwriters. (b) The amount of the premium, if any, and the accrued interest will be used to pay cost of issuance of the Notes and debt service on the Notes. A portion of the proceeds of sale of the Note in the amount of $3,315,000 (the "Current Refunding Notes"), together with $365,000 in funds available tl~erefor, will be used to redeem $3,680,000 bond anticipation notes which mature on September 5, 2008 (the "Prior Issue"), heretofore issued to finance the Prior Project. The balance of the proceeds of the sale of the Notes in the aggregate principal amount of $965,000 (the "New Money Notes") will be used to provide original financing for the New Project. The Prior Project and the New Project are collectively referred to herein as the "Project." 2.4. Ownership/Lease/Sale. The Project will be owned by the Issuer and will not be leased to any person who is not a state or local governmental unit. It will not be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus items the proceeds of which will not constitute net operating profits or net capital profits to the Issuer, prior to the last maturity date of the Notes. 2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the Proceeds of the Notes will be used directly or indirectly to make loans to persons other than a state or local governmental unit. 2.6. Private Use. Either (a) the aggregate amount of the Proceeds of the Notes used directly or indirectly in a trade or business carried on by a person other than a state or local governmental unit ("Private Use") will not exceed 10% of such Proceeds or (b) not more than 10% of the principal and interest due on the Notes during the term of the Notes, under the terms 548828.1 026311 CERT of the Notes or any underlying arrangement, directly or indirectly, (i) will be secured by any interest in property used or to be used for a Private Use or in payments in respect of property used or to be used for a Private Use, or (ii) will be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for a Private Use. 2.7. Unrelated/Related Disproportionate Use. None of the Proceeds of the Notes will be used directly or indirectly in the trade or business of a person other than a state or local governmental unit that is unrelated or related and disproportionate to the governmental use of the property being financed, including any private loan financing described in Section 2.5 above which meets this test. For purposes of this Certificate, Proceeds of the Notes are allocable to an unrelated Private Use if such use is neither directly nor operationally related to a governmental use and Proceeds of the Notes are allocable to a disproportionate related Private Use to the extent that the Proceeds of the Notes which are to be used to finance property used by a person other than a state or local governmental unit in a trade or business which is related to the governmental use of the property referred to in Section 2.6 above, exceeds the Proceeds of the Notes which are to be used for the governmental use to which such Private Use relates. 2.8. Private Use Defined. For purposes of Sections 2.6 and 2.7 above, unless otherwise provided in this Certificate, a Private Use consists of any contract or other arrangement including, without limitation, leases, management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which provides for a use of the Project or any portion of the Project by a person or persons who are not state or local governmental units on a basis different than the general public. The Issuer has not and will not enter into any such contract or arrangement without first consulting with Bond Counsel. 2.9. Reimbursement. Proceeds of the Notes used to reimburse the Issuer for amounts expended in anticipation of the issuance of the Notes are considered expended on the date of the reimbursement but only if (i) a declaration of intent to reimburse such expenditure is made prior to or within 60 days after the date of the original expenditure (except for certain preliminary expenditures described in Section 1.150-2(f)(2)) of the Regulations), and (ii)the reimbursement is made within 18 months of the later of the placed-in-service date of the Project or the date of the original expenditure (but in no event more than three years after the original expenditure was paid). The expenditures to be reimbursed are Capital Expenditures. The Issuer will not use any Proceeds of the Notes for any reimbursement purpose that does not otherwise qualify as an expenditure pursuant to Section 1.150-2 of the Regulations or prior law, as applicable. ARTICLE III ARBITRAGE 3.1. Temporary Period-Refunding. With respect to the Current Refunding Notes and the Prior Issue: (a) All of the proceeds of the Prior Issue have been expended, or any such proceeds which have not been expended will be treated as Transferred Proceeds of the Current Refunding Notes as of the date the Prior Issue is redeemed. Such Transferred 548828.1 026311 CERT Proceeds may be invested without restriction as to Yield until three years after the date of original issuance of the Prior Issue. If any Transferred Proceeds remain unexpended after three years after the date of original issuance of the Prior Issue, such proceeds will be invested at a Yield not in excess of the Yield on the Notes. (b) All or a portion of the Proceeds of the Current Refunding Notes will be used to refund the Prior Issue within 90 days of the Issue Date. Such Proceeds and any related Investment Proceeds may be invested during such time without restriction as to Yield. The balance, if any, of the Proceeds of the Current Refunding Notes will be used to pay costs of issuance of the Current Refunding Notes. Such Proceed and any related Investment Proceeds may be invested for a period of thirteen months after the Issue Date without restriction as to Yield. 3.2. Temporary Period-New Money. With respect to the New Money Notes: (a) The Issuer has entered into or will enter into within six months from the Issue Date, binding commitment(s) for the acquisition, construction or accomplishment of the New Project, and the amount of such commitment(s) with respect to the New Project will or do exceed the amount equal to 5% of the Sale Proceeds of the New Money Notes. (b) In the event the New Project has not been completed, work on the acquisition, construction or accomplishment of the New Project will proceed or is proceeding with due diligence to completion and the Sales Proceeds of the New Money Notes will be expended with due diligence. (c) The Issuer reasonably expects that at least 85% of the Sate Proceeds of the New Money _Notes will be expended within three years from the Issue Date. (d) The Sale Proceeds and Investment Proceeds of the New Money Notes may be invested without restriction as to Yield for a temporary period of three years from the I}sue Date, subject to the rebate requirements, if any, set forth in Article IV of this Certificate. 3.3. No Overissuance. The Sale Proceeds of the Notes do not exceed the total cost of the New Project, the amount required to refund the Prior Issue and the amount required to pay costs of issuance of the Notes. 3.4. Source of Repayment Funds. The Notes will be paid from taxes and other revenues of the Issuer. 3.5. Debt Service Fund. The taxes and revenues used to pay principal and interest on the Notes, whether or not deposited in a debt service fund (the "Debt Service Fund"), will be expended within 13 months of the date of deposit in such fund, or the date of their accumulation, in the payment of debt service on the Notes. Any amounts received from the investment of such deposit or accumulation will be expended within one year of receipt. The Debt Service Fund, if any, will be used to achieve a proper matching of revenues and debt service and will be depleted at least annually except for a reasonable carryover amount which will not exceed the greater of the earnings on such fund for the immediately preceding Bond Year or one-twelfth of the debt service on the Notes for the immediately preceding Bond Year. 548828. l 026311 CERT 3.6. Sinking Funds. Except for the Debt Service Fund described in Section 3.5 above, the Issuer has not created or established, and does not expect to create or establish, any sinking fund, debt service reserve fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Notes. 3.7. Universal Cap. On each Valuation Date, the Issuer will value the Universal Cap and the Nonpurpose Investments allocable to the Notes under the Universal Cap. Nonpurpose Investments in a bona fide debt service fund such as the Debt Service Fund described in Section 3.5 above do not reduce the aggregate value of Nbnpurpose Investments that may be allocated to the Notes under the Universal Cap. Nonpurpose Investments cease to be allocated to the Notes to the extent such Nonpurpose Investments have been expended for the governmental purpose of the Notes, or to the extent the Value of such investments exceeds the value permitted to be allocated to the Notes under the Universal Cap. To the extent Nonpurpose investments cease to be allocated to the Notes and the Value of the Universal Cap exceeds the Value of the remaining Nonpurpose Investment allocated to the Notes, other Nonpurpose Investments may become allocated to the Notes, provided that such Nonpurpose Investments are not already properly allocated to another bond issue and provided that such allocation does not cause the Value of Nonpurpose Investments allocated to the Notes to exceed the Universal Cap. Generally, if Gross Proceeds of the Notes invested in Nonpurpose Investments exceed the Universal Cap on a Valuation Date, such Nonpurpose Investments cease to be allocated to the Notes in the following order: (i) amounts allocable to Replacement Proceeds, (ii) amounts allocable to Transferred Proceeds, (iii) amounts allocable to Sale Proceeds and Investment Proceeds of the Notes. Where a Nonpurpose Investment ceases to be allocated to the Notes, such Nonpurpose Investment may be reallocated under the Universal Cap calculated with respect to another bond issue. A Nonpurpose Investment which is reallocated to another bond issue may be valued under the same valuation method pursuant to which it was valued for purposes of applying the Universal Cap with respect to the Notes. Notwithstanding anything in this Certificate to the contrary, the failure to perform the determination of Nonpurpose Investments allocable to the Notes as of a Valuation Date will not be considered a violation of this provision if the Value of Nonpurpose Investments allocated to the Notes did not exceed the Value of the Notes outstanding on such date. 3.8. Yield. When used in this Certificate, the term Yield is computed as described in the Regulations and, in connection with the Notes or any investment acquired with the Gross Proceeds of the Notes, refers to the Yield computed by the actuarial or present worth method using a 360-day year and semiannual compounding, and means that discount rate which, when used in computing the Present Value of all payments of principal and interest to be paid on an obligation, produces an amount equal to, in the case of the Notes, the Issue Price of the Notes with certain adjustments as required by the Regulations, and in the case of an Investment, the purchase price of such Investment. The underwriters of the Notes have made certain 548828.1 026311 CERT representations regarding the Issue Price of the Notes, which representations are included as part of the record of legal proceedings relating to the Notes. The Yield on the Notes is as shown in Form 8038-G. The Issuer will not enter into any hedge, contract to sell call right options or other arrangement with respect to the Notes without first consulting with Bond Counsel. 3.9. Yield Reduction Payments. The Issuer may make Yield Reduction Payments, as such term is defined in the Regulations, to the Internal Revenue Service for the purpose of reducing the Yield on investments under certain circumstances. The Issuer will consult with Bond Counsel prior to making any such payments. 3.10. No Replacement Proceeds. The weighted average maturity of the Notes, as set forth in the Form 8038-G, does not exceed 120 percent of the average reasonably expected useful life of the Project. 3.11. Investments at Fair Market Value. The Issuer has not entered and will not enter into any transaction to reduce the Yield on the investment of the Gross Proceeds of the Notes in such a manner that the amount to be rebated to the Federal government pursuant to Article IV below is less than it would have been had the transaction been at arm's length and the Yield of the Notes not been relevant to either party to the transaction. All investments of Gross Proceeds of the Notes will be made on an arms' length, Fair Market Value basis. ARTICLE IV REBATE 4.1. Rebate Compliance. The issuer understands that the continued non- inclusion of interest on the Notes for purposes of federal income taxation depends, in part, upon compliance with the arbitrage limitations imposed by Section 148 of the 'Code, including the rebate requirements described in Sections 4.3 and 4.5 below with respect to the Notes (and the Prior Issue) unless the Issuer complies with Sections 4.2(a) and 4.2(b) below or qualifies for one or inore of the rebate exceptions described in Section 4.4 below. 4.2. Rebate Options. With respect to the investment of the Proceeds of the Notes, the Issuer will: (a) invest all Gross Proceeds of the Notes at all times from the Issue Date until expended in Investments not constituting Investment Property for purposes of Section 148 of the Code such as obligations of a state or of a political subdivision of a state, the interest on which is excluded from gross income for purposes of Federal income taxation under Section 103 of the Code and is not a preference item for purposes of the alternative minimum tax imposed by Section 55 of the Code, (b) invest all Gross Proceeds of the Notes in obligations having a Yield that does not exceed the Yield on the Notes, or 548828.1 026311 CERT (c) comply with the provisions regarding rebate or qualify for one or more of the exceptions to rebate as described in this Article IV. 4.3. Rebate Requirement for the Notes. Section 148(0 of the Code requires the payment to the United States of the excess of the amount earned on the investment of Gross Proceeds in Nonpurpose Investments over the amount that would have been earned had the amount so invested been invested at a rate equal to the Yield on the Notes, together with any income attributable to such excess. Except as provided in Section 4.4 below, all Gross Proceeds of the Notes are subject to this requirement. In order to meet the rebate requirement of the Code, the Issuer will take the following actions: (a) Record of Investments. The Issuer will record the date of receipt, amount and source of any Gross Proceeds, e.g., Proceeds from the sale of the Notes, loan repayments, investment earnings and Transferred Proceeds. For each Nonpurpose Investment acquired with or allocated to Gross Proceeds of the Notes, the Issuer will record the purchase date or allocation date of such investment, its purchase price (excluding any broker or dealer's conunission or discount), or, if not acquired directly with Gross Proceeds, its value on the date the Nonpurpose Investment is allocated to Gross Proceeds, accrued interest due on its purchase date or allocation date, its face amount, its coupon rate, its Yield, the frequency of its interest payment, its disposition price (excluding any broker or dealer's commission or discount), the accrued interest due on its disposition date and its disposition date. In addition, the Issuer will record the date and amount of all expenditures of Gross Proceeds of the Notes, including expenditures for rebate, other than expenditures to acquire Investments. (b) Computation of Rebate Amount. Subject to the special rules set forth in Section 4.4 below, the Issuer will determine the Rebate Amount on each Computation Date. The Rebate Amount as of any Computation Date is the excess of the Future Value of all receipts with respect to Nonpurpose Investments over the Future Value of all payments with respect to the purchase of Nonpurpose Investments or the allocation of such investments to the Gross Proceeds of the Notes, determined as of each Computation Date. To the extent amounts received from Investments are reinvested, these amounts may be netted against each other and not taken into account in the Computation of Rebate Amount. The Issuer will determine the nonpurpose receipts and nonpurpose payments as described below. (i) Receipts. Receipts with respect to Nonpurpose Investments include (A) amounts actually or constructively received from a Nonpurpose Investment (including amounts treated as received from a commingled fund), such as earnings and return of principal; (B) for a Nonpurpose Investment that ceases to be allocated to the Notes before its disposition or redemption date (e.g., an Investment that becomes allocable to transferred proceeds of another issue or that ceases to be allocable to the Notes pursuant to the Universal Cap under Section 1.148-6 of the Regulations) or that ceases to be subject to the rebate requirement on a date earlier than its disposition or redemption date (e.g., an investment allocated to a fund initially subject to the rebate requirement but that subsequently qualifies as a bona fide debt service fund), the Value of that 548828.1 026311 CERT Nonpurpose Investment on that date; (C) for a Nonpurpose Investment that is held at the end of a Computation Period, the Value of that Investment at the end of that period; and (D) any recovery of an overpayment of rebate. (ii) Payments. Payments with respect to Nonpurpose Investments include: (A)amounts actually or constructively paid to acquire a Nonpurpose Investment (or treated as paid to a commingled fund); (B)for a Nonpurpose Investment that is first allocated to the Notes on a date after it is actually acquired (e.g., an investment that becomes allocable to Transferred Proceeds or to Replacement Proceeds) or that becomes subject to the rebate requirement on a date after it is actually acquired (e.g., an Investment allocated to a reasonably required reserve or replacement fund for a Construction Issue at the end of the 2-year spending period), the Value of that Investment on that date; (C)for a Nonpurpose Investment that was allocated to the Notes at the end of the preceding Computation Period, the Value of that Investment at the beginning of the Computation Period; (D) on the last day of each Bond Year during which there are amounts allocated to Gross Proceeds of the Notes that are subject to the rebate requirement, and on the final maturity date, a Computation Credit of $1,000; (E) Yield Reduction Payments on Nonpurpose Investments made pursuant to Section 1.148-5(c) of the Regulations; and (F) payments of rebate amounts when made. 4.4. Exceptions to Rebate Requirement. Notwithstanding anything in Section 4.3 above to the contrary, some or all of the Gross Proceeds of the Notes are not subject to the rebate requirement if the conditions de.scribed below are satisfied. (a) Exception for Gross Proceeds Entirely Spent Within Six Months. If all of the Gross Proceeds of the New Money Notes or the Current Refunding Notes (other than amounts in the Debt Service Fund and proceeds of the Prior Issue that become Transferred Proceeds of the Current Refunding Notes), as the case may be, including investment earnings received with respect to all funds and accounts established with respect to the Notes except the Debt Service Fund, have been expended for the governmental 'purpose of the New Money Notes or the Current Refunding Notes, as the case may be, within six months (or alternatively with respect to the Gross Proceeds of the New Money Notes, 95% within six months and 100% within one year) after the Issue Date, then the only Nonpurpose Investments to be taken into account in the calculation of the Rebate Amount with respect to the New Money Notes or the Current Refunding Notes, as the case may be, are any Gross Proceeds of the New Money Notes or the Current Refunding Notes, as the case may be, arising after such six months which were not reasonably anticipated as of the Issue Date and proceeds of the Prior Issue that become Transferred Proceeds of the Current Refunding Notes unless such Transferred Proceeds qualify for one or more of the rebate exceptions applicable to the Prior Issue. The existence of sinking fund or pledged fund proceeds or the expectation that such proceeds will arise within six months of the Issue Date will make the six-month expenditure exception to rebate inapplicable. For purposes of this exception, Gross Proceeds used to pay principal of the Notes are not treated as expended for the governmental purpose of the Notes. 548828.1 026311 CERT (b) Exception for Gross Proceeds Entirely Spent Within Eighteen Months. If all of the Gross Proceeds of the New Money Notes (other than amounts in the Debt Service Fund), including investment earnings received with respect to all funds and accounts established with respect to the New Money Notes except the Debt Service Fund, have been expended for the governmental purpose of the New Money Notes in accordance with the following schedule measured from the Issue Date: (a)at least 15 percent within 6 months (the "first spending period"); (b) at least 60 percent within 12 months (the "second spending period"); and (c) 100 percent within 18 months (the "third spending period"); then the only Nonpurpose Investments to be taken into account in the calculation of the Rebate Amount with respect to the New Money Notes are any Gross Proceeds arising after such 18 months which were not reasonably anticipated as of the Issue Date. The existence of sinking fund or pledged fund proceeds or the expectation that such proceeds will arise within eighteen months of the Issue Date will make the eighteen-month expenditure exception to rebate inapplicable. For purposes of this exception, Gross Proceeds used to pay principal of the Notes are not treated as expended on the governmental purpose of the issue. For purposes of determining compliance with the first two spending periods, the amount of Investment Proceeds included in Gross Proceeds of the New Money Notes is determined based on the Issuer's reasonable expectations on the Issue Date. The spending requirement for the third spending period is, nevertheless, satisfied if the unspent amount is a result of a Reasonable Retainage as defined in Section 1.148-7(h) of the Regulations as modified by Section 1,148-7(d)(2) of the Regulations and such unspent amount is expended within 30 months of the Issue Date. The spending requirement for the third spending period is also, nevertheless, satisfied if the Issuer exercises due diligence to complete the New Project and the unspent amount does not exceed the lesser of 3% of the Issue Price of the New Money Notes or an amount equal to the product of $5,000,000 times the ratio of the Issue Price of the New Money Notes over the Issue Price of the Notes. (c) Exception for Gross Proeeeds Entirely Spent Within Twenty-Four Months. The Issuer reasonably expects the New Money Notes to qualify as Construction Bonds because at least seventy-five percent (75%) of the Available Construction Proceeds are to be used for expenditures of construction, reconstruction or rehabilitation of property which is owned by the Issuer. If all of the Available Construction Proceeds of the New Money Notes have been expended for the governmental purpose of the New Money Notes in accordance with the following schedule measured from the Issue Date: 10% within 6 months (the "first spending period"), 45% within 12 months (the "second spending period"), 75% within 18 months (the "third spending period") and 100% within 24 months (the "fourth spending period"), then no Nonpurpose Investments are to be taken into account in the calculation of the Rebate Amount with respect to the New Money Notes. For purposes of this exception, Available Construction Proceeds used to pay principal of bonds are not treated as expended on the governmental purpose of the New Money Notes. For purposes of determining compliance with the first three spending periods, the amount of Investment Proceeds included in Available Construction Proceeds of the New Money Notes is determined based on the Issuer's reasonable expectations on the Issue Date. The spending requirement for the fourth spending period is, nevertheless, satisfied if the unspent amount is a result of a Reasonable Retainage as defined in Section 1.148-7(h) of the Regulations and such unspent amount is expended within 36 548828.1 026311 CERT months of the Issue Date. The spending requirement for the fourth spending period is also, nevertheless, satisfied if the Issuer exemises due diligence to complete the New Project and the unspent amount does not exceed the lesser of 3% of the Issue Price of the New Money Notes or an amount equal to the product of $250,000 times the ratio of the Issue Price of the New Money Notes over the Issue Price of the Notes. In connection with this rebate exception, the Issuer elects to pay the Rebate Amount calculated for the period starting from the Issue Date in the event of noncompliance with the two (2) year phased expenditure requirement. (d) Debt Service Fund Exception. If the average maturity of the Notes is at least 5 years and the rates of interest do not vary during the term of the Notes, then any amount earned on the Debt Service Fund (including amounts representing accrued interest but excluding amounts representing capitalized interest) will not be taken into account in determining the Rebate Amount. (e) Small Issuer Exception. No Rebate Amount is due with respect to the Notes if the requirements of Section 148(f)(4)(D) of the Code relating to certain small issuers are met. Such requirements can be met if: (i) The Issuer has the power to impose ad valorem taxes on all taxable property within the jurisdiction of the Issuer which, when collected, may be used for the general purposes of the Issuer. The Issuer's exercise of its taxing powers is subject to certain procedural limitations but is not contingent on approval by another governmental entity. (ii) The Issuer reasonably expects, as of the Issue Date, that the aggregate face amount of all tax-exempt bonds issued by it during the current calendar year will not exceed $5,000,000 plus, in the case of financing the construction of public school facilities, an gdditional amount equal to the lesser of $5,000,000 or so much of the aggregate face amount of bonds as are attributable to such financing (the "small issue size limitation"). For the purpose of the small issue size limitation, (A) Private Activity Notes issued by the Issuer are not taken into account and a current refunding issue, the stated principal amount of which does not exceed the stated principal amount of the refunded bonds paid with proceeds of such refunding issue, is also not taken into account; (B) if an issue has more than a 2% original issue discount or original issue premium, aggregate face amount means the issue price of that issue (determined without regard to pre- issuance accrued interest); (C) principal amount means, in reference to a Plain Par Bond, its stated principal amount plus accrued unpaid interest, and in reference to any other bond, its Present Value; (D)bonds issued by certain controlling and controlled entities and subordinate entities are taken into account; and (E) construction includes reconstruction and rehabilitation as provided in Section 142(b)(1)(B) of the Code. (iii) With respect to the Current Refunding Notes: (A)the Current Refunding Notes currently refund the Prior Issue; (B) the aggregate face amount of the Current Refunding Notes does not exceed $5,000,000 plus, an additional 548828.1 026311 CERT amount equal to the lesser of $5,000,000 or so much of the aggregate face amount of bonds as are attributable to financing the construction of public school facilities; (C) the Prior Issue met the rebate requirements under Sections 148(f)(2) and 148(f)(3) of the Code; (D) the Prior Issue had a weighted average matmity of 3 years or less; (E) the maturity date of the Current Refunding Notes, as measured from the original date of issuance of the notes issued pursuant to the Resolution, in renewal of which the Current Refunding Notes are being issued, does not exceed 30 years. (iv) The stated principal amount of the New Money Note is $965,000. The stated principal amount of the Current Refunding Notes is $3,315,000, which does not exceed the stated principal amount of the Prior Issue. The purpose of issuing the Notes is to finance and refinance the construction of the Project. The Issuer does not directly or indirectly control another entity that issues tax-exempt obligations nor does another entity that issues tax-exempt obligations directly or indirectly control the Issuer within the meaning of Section 1.150-1(e) of the Regulations. There are no entities that issue bonds on behalf of the Issuer. Accordingly, the Notes qualify for the small issuer exception to the rebate requirement. 4.5. Payment to United States. (a) If the Issuer is required to make a rebate payment to the United States. Unless the Notes are redeemed prior to such time, the Issuer will pay to the United States, not later than 60 days after each Installment Computation Date, an amount which, when added to previous rebate payments made with respect to the Notes, is equal to not less than 90 percent of the Rebate Amount, less the Computation Date Credit. The Issuer will pay to the United States, not later than 60 days after the Notes are fully paid or redeemed, 100 percent of the Rebate Amount, less the Computation Date Credit. If the final rebate payment is made within 60 days after the Final Computation Date, interest on the Rebate Amount will be deemed to accrue at the underpayment rate under Section 6201 of the Code, beginning on the date the Rebate Amount is due and ending on the date 10 days before it is paid. (b) The Issuer will mail each payment to the appropriate Internal Revenue Service Center. Each payment shall be accompanied by the copy of the Form 8038-T and the Form 8038-G or 8038-GC filed with respect to the Note issue and a statement identifying the Issuer and the Notes, including the CUSIP number for the Note with the latest maturity for which there is a CUSIP number. 4.6. Recordkeeping. In connection with rebate requirement, the Issuer will maintain the following records: (a) The Issuer will retain records of the determinations made pursuant to Section 4.3 until six years after the retirement of the last obligation of the issue. (b) The Issuer will record all amounts paid to the United States pursuant to Section 4.5. 548828.1026311CERT 4.7. Rebate Regarding Prior Issues. The Issuer understands that it must make a final rebate accounting and submit a Form 8038-T, if applicable, to the Internal Revenue Service with any required rebate or penalty payments within 60 days of the final redemption date of the Prior Issue with respect to the Prior Issue being refunded with Proceeds of the Current Refunding Notes. (SEAL) 1N WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold, as of the Supervisor 548828.1 026311 CERT Exhibit A Definitions (This exhibit includes definitions of certain terms which may not be used in the Issuer's Arbitrage and Use of Proceeds Certificate) "Available Construction Proceeds" means the Issue Price of the Construction Bonds (i) plus earnings on the Issue Price and on amounts in any reserve fund not funded from bond proceeds, and earnings on such earnings and (ii)less the amount of the Issue Price representing a reasonably required reserve or replacement fund and costs of issuance funded with proceeds received from the sale of the Notes. For purposes of this definition earnings include earnings on any tax-exempt bond. If only a portion of the Notes constitute Construction Bonds, a pro-rata portion of the above-described an~ount will constitute available construction proceeds. Pre-issuance accrued interest and earnings thereon may be disregarded. "Bona Fide Debt Service Fund" means a fund, which may include proceeds of an issue, that is used primarily to achieve a proper matching of revenues with principal arid interest payments within each Bond Year and is depleted at least once each Bond Year except for a reasonable carry over amount (not in excess of the earnings on the fund for the immediately preceding Bond Year or one-twelfth of the principal and interest payments on the issue for the immediately preceding Bond Year). "Bond Counsel" means any nationally recognized attorney or firm of attorneys, knowledgeable in the requirements of the Code, and the Regulations, and retained by the Issuer. "Bond Year" means each one-year period (or shorter period) from the date of issue that ends at the close of business on the day in the calendar year selected by the Issuer which day is no ldter than the last day within one year of the issue date of the Bonds. "Capital Expenditure" means any costs of a type that is properly chargeable to capital account (or would be so chargeable with a proper election or by virtue, based on all the facts and circumstances, of a facility having reached a degree of completion which would permit its operation at substantially its design level and the facility is, in fact, in operation at such level) under general federal income tax principles, e.g., costs incurred to acquire, construct or improve land, buildings, and equipment are generally capital expenditures. Whether an expenditure is a capital expenditure is determined at the time the expenditure is paid with respect to the property. Future changes in law do not affect whether an expenditure is a capital expenditure. "Code" means the Internal Revenue Code of 1986, as amended. "Computation Date" means any Installment Computation Date or the Final Computation Date. "Computation Date Credit" means, for any issue of obligations, an amount equal to the Future Value orS1,000 for each Bond Year during which there are gross proceeds of the Notes on a Computation Date other than the Final Computation Date, and $1,000 on the Final Computation Date. "Computation Period" means the period beginning on the day following a Computation Date (or in the case of the first period, the date of issuance of the Notes) and ending on the next succeeding Computation Date. "Construction Bonds" means an issue in which all of the bonds are either (i) Governmental Bonds; (ii) Qualified 501 (c)(3) bonds or (iii) Private Activity Bonds to finance property owned by a governmental unit or a 501(c)(3) organization, if at least 75 percent of the Available Construction Proceeds of the issue are to be used, or are expected to be used for Construction Expenditures for property which is owned by a governmental entity or a 501 (c)(3) organization. "Construction Expenditures" means Capital Expenditures which are properly chargeable to or may be capitalized as part of the basis of (a)real property other than expenditures for the acquisition of any interest in land or any interest in real property other than land, (b) Constructed Personal Property; or (c) specially developed computer software that is functionally related and subordinate to real property or Constructed Personal Property. Construction Costs may include the acquisition of an interest in real property (other than land) if such acquisition is pursuant to a contract which requires the seller to build or install the property (e.g., a "turnkey" contract) and the property has not been built or installed at the time the parties enter into the contract. For purposes of this definition, real property means land improvements, buildings, other inherently permanent structures, including items that are structural components of such buildings or structures, wiring in a building, plumbing systems, central heating or central air-conditioning systems, pipes or ducts, elevators or escalators installed in a building, paving parking areas, roads, wharves and docks, bridges, and sewage lines. "Fair Market Value" of an Investment shall have the following meanings: In General. Except as elsewhere specifically stated below, the Fair Market Value of an Investment is the price at which a willing buyer would purchase the Investment from a willing seller in a bona fide, arm's -length transaction. United States Treasury Obligation. The Fair Market Value of a United States Treasury Obligation that is purchased directly from the United States Treasury is its purchase price. Certificate of Deposit. The Fair Market Value of a certificate of deposit with a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal is its purchase price provided, the Yield on the certificate of deposit is not less than (i) the Yield on reasonably comparable direct obligations of the United States and (ii)the highest Yield published by the provider and currently available from the provider on reasonably comparable certificates of deposit offered to the public. Guaranteed Investment Contracts. The Fair Market Value of a guaranteed investment contract is its purchase price, provided (i)the Issuer makes a bona fide solicitation for such contract and receives at least three bona fide bids from providers with no material interest in the issue; (ii)the Issuer purchases the highest-yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker's fees); (iii) the Yield on such contract (determined net of broker's fees) is not less than the Yield then available from the provider on reasonably comparable investment contracts, if any, offered to other persons from a source of funds other than gross proceeds of tax-exempt bonds; (iv)the determination of the terms of a guaranteed investment contract takes into account as a significant factor the lssuer's reasonably expected drawdown schedule for amounts to be invested, exclusive of float and reserves, (v) the terms of the contract, including collateral security requirements are reasonable, and (vi)the obligor certifies the administrative costs it is paying to third parties in connection with the contract. To the extent that the administrative cost does not exceed the lesser of a reasonable amount based on what would be charged for the same or comparable investment acquired with a source of funds other than Gross Proceeds of tax exempt bonds or the Present Value of annual payments equal to five one-hundredths of one percent (0.05%) of the weighted average amount reasonably expected to be invested each year of the contract, it may be taken into account in determining Yield, with the effect that it will increase the payments for, or decrease the receipts from, Investments. For this purpose, Present Value is to be computed using the taxable discount rate used by the parties to compute the commission or, if not readily ascertainable, a reasonable taxable discount rate. "Final Computation Date" means the day the last Bond that is part of the Bonds is discharged. "Future Value" or "FV" of a payment or receipt means the amount, determined by using the economic accrual method (the method of computing yield based on the compounding of interest at the end of each compounding period), equal to the value of such payment or receipt at the time it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the yield on the issue, using the same compounding interval and financial conventions used to compute yield. "Governmental Bonds" means bonds which are .not Private Activity Bonds. "Gross Proceeds" means Sale Proceeds, Transferred Proceeds, Investment Proceeds and Replacement Proceeds. "Issue Date" means September 5, 2008, the date on which the Notes are delivered to the underwriters and payment of the purchase price of the Notes is received by the Issuer. "Issue Price" when used in connection with an issue of publicly offered obligations (determined separately for obligations included in the issue that are not substantially identical) is the first price at which at least ten percent of each maturity of each series of the obligations are sold to the public. Bond house, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers are not included in the definition of "public" for purposes of the preceding sentence. If the obligations are privately placed, the Issue Price is the price paid for them by the first buyer. The Issue Price of obligations that are publicly offered in a bona fide public offering is determined on the basis of actual facts and reasonable circumstances existing on the sale date unadjusted for subsequent occurrences. "Installment Computation Date" means the last day of the fifth Bond Year and the last day of each succeeding fifth Bond Year (until and excluding the Final Computation Date) and, if the Issuer so elects, the last day of any Bond Year. "Investment" means (i) any security (within the meaning of Section 165(g)(2)(A) or (B)of the Code, (ii)any obligation (other than tax-exempt obligations which are not "specified private activity bonds" within the meaning of Section 57(a)(5)(C) of the Code), (iii) any aimuity contract within the meaning of Section 72 of the Code, (iv) any residential real property for family units not located within the jurisdiction of the Issuer and which is not required to implement a court-ordered or approved housing desegregation plan or (v)any investment-type property that is held as a passive vehicle for the production of income, including any prepayment for property or services if a principal purpose of prepayment is to receive an investment return from the time the prepayment is made until the time payment would otherwise have been made. "Investment Proceeds" means any amounts actually or constructively received from investing proceeds of the Notes. "Issuer" means Town of Southold, in the County of Suffolk, New York. "Multipurpose Issue" means an issue the proceeds of which are used for two or more separate purposes determined in accordance with Section ~. 148-9(h) of the Regulations. "Net Sale Proceeds" means sale proceeds less the portion of those sale proceeds invested in a reasonably required reserve or replacement fund or as part of a minor portion. "Nonpurpose Investment" means any Investment in which Gross Proceeds are invested and which is not acquired to carry out the governmental purpose of the issue. "Notes" means the $4,280,000 Bond Anticipation Note for Various Purposes- 2008, dated September 5, 2008. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Plain Par Note" means a qualified tender bond or a bond that (i) is issued with original issue discount equal to not more than 2 percent of the stated redemption price at maturity plus the amount of original issue premium attributable exclusively to underwriters' compensation, (ii)is issued for a price that does not include Pre-Issuance Accrued Interest, (iii) bears interest from the issue date at a single stated fixed rate or is a variable rate obligation under Section 1275 of the Code, in either case, that pays interest unconditionally payable at least annually, and (iv)has a lowest stated redemption price not less than its outstanding stated principal amount. "Plain Par Investment" means an investment that is an obligation that (i)is issued with original issue discount (or if acquired on a date othe3 than the issue date, acquired with market discount or premium) equal to not more than 2 percent of the stated redemption price at maturity, (ii) is issued for a price that does not include Pre-Issuance Accrued interest, (iii) bears interest from the issue date at a single stated fixed rate or is a variable rate obligation under Section 1275 of the Code that pays interest unconditionally payable at least annually, and (iv) has a lowest stated redemption price not less than its outstanding stated principal amount. "Present Value" or "PV" means the amount determined by using the following formula: PV= FV (l+i)" where i equals the disconnt rate divided by the number of compounding intervals in a year and n equals the sum of(i) the number of whole compounding intervals for the period beginning on the date as of which Present Value is computed and ending on the date the amount is to be received or paid or on a Computation Date and (ii) a fraction the numerator of which is the length of any short compounding interval during such period and the denominator of which is the length of a whole compounding interval. "Private Activity Bonds" means bond~ which meet the definition contained in Section 141(a) of the Code and that are not "qualified bonds" as defined in Section 141(e) of the Code. "Project" means the project(s) referred to in the Resolution(s), which is being financed by the Notes. "Qualified 501(c)(3) Bonds" means bonds which meet the definition contained in Section 145 of the Code. "Qualified Guarantee" means, with respect to a bond, an unconditional transfer, in any form, of substantially all of the credit risk for all or part of the payments, such as payments for principal and interest, redemption prices or tender prices, on the guaranteed bonds. The guarantor must not expect to make any payments other than those pursuant to a direct-pay letter of credit or similar arrangement for which the guarantor will be immediately reimbursed. Reasonable procedural or administrative requirements or, in the case of a guarantee against failure to remarket a qualified tender bond, commercially reasonable limitations based on credit risk, will not cause the guarantee to be conditional. The guarantor may not be a co-obligor, nor may the obligor and any related parties combined use more than 10 percent of proceeds of the guaranteed portion of the bonds. The guarantee fee must not exceed a reasonable arm's-length charge solely for the transfer of the credit risk. A guarantee will not be qualified unless, as of the date the guarantee is obtained, the issuer reasonably expects that the present value of all fees for the guarantee will be less than the present value of the expected interest savings on the issue as a result of the guarantee. For this purpose, present value is computed using the yield on the issue, determined with regard to the guarantee fees, as the discount rate. "Rebate Amount" means with respect to the Notes, the amount computed as described in Section 4.3 of the Certificate. "Regulations" means the Income Tax Regulations promulgated under Sections 103 and 141 to 150 of the Code by the Department of the Treasury from time to time, including the Regulations published on June 18, 1993 in the Federal Register, as they may be amended from time to time. "Replacement Proceeds" means amounts with a sufficiently direct nexus to the Notes or Project to conclude that such amounts would have been used for the Project if the proceeds of the Notes were not so used to the extent held by or derived from the Issuer or a controlled entity of the Issuer, including: sinking funds, pledged funds (including negative pledges), certain other amounts if the term of the issue is longer than necessary for the governmental purposes of the Notes, and a bond-funded working capital reserve unless the Notes qualify for one of the exceptions provided in the Regulations. "Resolution" or "Resolutions" means the bond resolutions of the Issuer, as referred to in the Certificate. "Sale Proceeds" means any amounts actually or constructively received from the sale of an issue, including amounts used to pay underwriters' discount or compensation, accrued interest other than Pre-Issuance Accrued Inter~st, or derived from the sale of a right associated with a bond as further described in Section 1.148-4(b)(4) of the Regulations. Series. "SLG" means a U.S. Treasury Book Entry Security, State and Local Govermnent "Spendable Proceeds" means sale proceeds, less the portion of those sale proceeds invested in a reasonably required reserve or replacement fund under Section 148(d) of the Code and as part of a minor portion under Section 148(e) of the Code. "Transferred Proceeds" means unexpended original or investment proceeds of a refunded issue which transfer and become proceeds of the refunding issue when proceeds of the refunding issue are applied to pay principal of the refunded issue. "Treasury" means the United States Department of Treasury. "Universal Cap" means the maximum value of Nonpurpose Investments which may be allocated to the Notes and is determined by reference to the Value of all outstanding Notes of the issue. Nonpurpose Investments shall be taken into account as Nonpurpose Receipts at their Value on a Valuation Date. "Valuation Date" means the date on which the value of the Universal Cap and the Nonpurpose Investments allocable to the Notes thereunder are determined. With respect to new money issues, the first Valuation Date shall be the second year anniversary date of the date of issuance of the Notes; thereafter, the first day of each Note Year shall constitute a Valuation Date. With respect to a refunding issue, each date on which proceeds of the refunded issue would become transferred proceeds of the refunding issue, e.g. each date on which principal of the refunded issue is paid with proceeds of the refunding bonds, shall constitute a Valuation Date. In addition, the first date of each Note Year shall also be a Valuation Date. "Value" means, in the case of a Note, the Value of a Note and in the case of an Investment, the Value of an Investment. "Value of a Note" means, in the case of a Plain Par Note, its outstanding stated principal amount, plus accrued unpaid interest or in the case of a Plain Par Note actually redeemed, or treated as redeemed, its stated redemption price on the redemption date plus accrued unpaid interest. In the case of a bond other than a Plain Par Note, the value on a date of such a bond is its Present Value on that date, using the yield on the issue of which the bonds are a part as the discount factor. In determining the Present Value of a variable rate bond, the initial interest rate on the bond established by the index or other rate setting mechanism is used to determine the interest payments on that bond. "Value of an Investment" means, as of any date, unless the Investment is required invested as a restricted yield, for any Investment, Fair Market Value as of that date; for any fixed rate investment, Present Value on that date; and for any Plain Par Investment, the outstanding stated principal amount, plus accrued unpaid interest, as of that date. Yield restricted investments must be valuec[ at Present Value, amounts allocated or that cease to be allocated to an issue must be allocated at Fair Market Value, except in cases in which such Nonpurpose Investments are allocated as a result of the Universal Cap or Transferred Proceeds roles in which case they may be valued at Present Value, and amounts allocated to Transferred Proceeds may not be valued in excess of the value used for arbitrage restrictions applicable to the Refunded Issue. "Working Capital Expenditure" means any cost of a type that does not constitute a Capital Expenditure. "Yield" means, as of any Computation Date, that discount rate that, when used in computing the Present Value of (i) all unconditionally payable payments of principal and interest of or on the bonds included in such fixed yield issue, (ii)all unconditionally payable fees for Qualified Guarantees and Qualified Hedges on such bonds and (iii) all fees expected to be paid for Qualified Guarantees and Qualified Hedges, produces an amount equal to the sum of the Present Value of the aggregate Issue Prices of the bonds comprising the issue (determined using the same discount rate used to determine the Present Value of payments for principal, interest and Qualified Hedges and Qualified Guarantees). The Yield is computed as of the issue date of the fixed yield issue by treating each bond included in the issue that is either subject to mandatory or contingent early redemption or to certain optional redemption provisions as being redeemed on its expected early redemption date for an amount equal to its Value on that date. If a fixed yield bond (i) is subject to optional redemptions within 5 years of its issue date and the Yield not taking into account the optional redemption is more than 1/8 of 1% above its Yield assuming the early redemption, (ii) is issued at an Issue Price that exceeds the stated redemption price at maturity by more than 1/4 of 1% multiplied by the product of the stated redemption price to maturity and the number of complete years to the first optional redemption date for the bond, or (iii) bears interest at increasing interest rates, the Yield on the issue including such fixed yield bond is computed by treating the fixed yield bond as redeemed at its stated redemption price on the optional redemption date that produces the lowest Yield on the issue. No adjustment will be made on any Computation Date to the Yield on a fixed yield issue as computed on its issue date unless redemption rights are subsequently transferred to a third party or termination payments are received with respect to Qualified Hedges. The Yield on a fixed yield bond is calculated in the same manner as Yield on a fixed yield issue.