BOARD OF CHOSEN FREEHOLDERS – OCTOBER 2, 2013
Consent No. 2 pertaining to Solar 2 was distributed.Counsel O’Mullan read by title only the resolution: “Resolution of theBoard of Chosen Freeholders of the County of Morris, New Jersey, Authorizingthe Execution and Delivery of Amendment and Consent No. 2.”RESOLUTION OF THE BOARD OF CHOSEN FREEHOLDERS OF THE COUNTY OF MORRIS, NEWJERSEY, AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDMENT AND CONSENT NO. 2Resolution Number 1WHEREAS, the Morris County Improvement Authority (including anysuccessors and assigns, the "
") has been duly created byresolution duly adopted by the Board of Chosen Freeholders (the "
Board of Chosen Freeholders
") of the County of Morris (the "
") in the State ofNew Jersey (the "
") as a public body corporate and politic of the Statepursuant to and in accordance with the county improvement authorities law,constituting Chapter 183 of the Pamphlet Laws of 1960 of the State, and theacts amendatory thereof and supplemental thereto (the "
"), and otherapplicable law; andWHEREAS, the Improvement Authority has developed a program (the"
Renewable Energy Program
") for the financing, design, permitting,acquisition, construction, installation, operation and maintenance ofrenewable energy capital equipment and facilities such as solar panels, windturbines, and hydro-electric, bio-diesel, geothermal, and bio-massfacilities, including any related electrical modifications, work related tothe maintenance of roof warranties, or other work required, desirable orconvenient for the installation of such systems (collectively, the renewableenergy capital equipment and facilities, the "
Renewable Energy Projects
") forand on behalf of the County and local governmental units within the County,including without limitation municipalities, boards of education for schooldistricts, local authorities and any other local governmentinstrumentalities, public bodies or other local government entities; andWHEREAS, pursuant to the Program Documents (the "
")defined in the hereinafter defined Bond Resolution, including that certainresolution number 11-31 entitled, "RESOLUTION AUTHORIZING THE ISSUANCE OFCOUNTY OF MORRIS GUARANTEED RENEWABLE ENERGY PROGRAM LEASE REVENUE NOTES ANDBONDS, SERIES 2011 AND ADDITIONAL BONDS OF THE MORRIS COUNTY IMPROVEMENTAUTHORITY" adopted by the governing body of the Improvement Authority on July20, 2011, as amended and supplemented from time to time in accordance withits terms, including by Certificates of an Authorized Officer of theImprovement Authority dated December 8, 2011 and May 15, 2012, (collectively,and as the same may be further amended or supplemented in accordance with itsterms, the "
"), the Act, and other applicable law and officialaction, the Improvement Authority issued its (i) "County of Morris GuaranteedRenewable Energy Program Lease Revenue Bonds, Series 2011A (FederallyTaxable)" dated December 8, 2011, in the aggregate principal amount of$33,100,000 (the "
Series 2011A Bonds
") and its (ii) "County of MorrisGuaranteed Renewable Energy Program Lease Revenue Note, Series 2011B(Federally Taxable)" dated May 15, 2012, in the aggregate principal amount of$1,200,000 (the "
Series 2011B Note
", and, together with the Series 2011ABonds, the "
Series 2011 Bonds
"), which Series 2011B Note is held in itsentirety by the County of Morris, New Jersey (the "County"), to finance theRenewable Energy Projects (any capitalized terms herein not otherwise definedherein relating to the Series 2011 Bonds, for all purposes of thisresolution, shall have the meanings ascribed to such terms in the BondResolution); andWHEREAS, SunLight General Morris Solar, LLC ("
") wasselected by the Improvement Authority to develop the Renewable EnergyProjects under the Program Documents by competitive processes of theImprovement Authority; andWHEREAS, under the Program Documents for the Renewable Energy Program,SunLight Morris has granted to U.S. Bank National Association, as Trustee ofthe Series 2011 Bonds, a first lien collateral security interest in certainmonies and revenue sources; andWHEREAS, as of the date hereof, the County and the ImprovementAuthority have asserted that, but for the execution and delivery of thehereinafter defined Second Amendment and Consent, certain actions and/or