BE IT ORDAINED BY THE COUNTY COUNCIL OF NEWBERRY COUNTY, SOUTH CAROLINA, IN COUNCIL ASSEMBLED, AS FOLLOWS:

Article I

FINDINGS OF FACT

Section 1.01 Findings.

As an incident to the adoption of this Ordinance, the Newberry County Council (the “Council”), the governing body of Newberry County, South Carolina (the “County”), finds that the facts set forth in this Article exist and the statements made with respect thereto are in all respects true and correct:

By virtue of Chapter 15 of Title 4, Code of Laws of South Carolina 1976, as amended (the “South Carolina Code”), as supplemented by Chapter 27 of Title 11 of the South Carolina Code (collectively, the “Enabling Act”), the County is empowered to issue general obligation bonds for any “authorized purpose” as therein defined.

The County Council has determined to construct a new County library to be located in the City of Newberry (the “Project”). The Project constitutes an authorized purpose within the meaning of the Enabling Act. The cost of design, construction and acquisition of the Project is expected to be paid from (i) certain proceeds of the County’s Series 2005 General Obligation Bonds and income thereon and (ii) certain private donations (collectively, the “Donation”). However, it is not known at this time when, and in exactly what amount, the Donation will be realized by the County. Accordingly, the Council has determined to issue a general obligation bond anticipation note in anticipation of the issuance, as necessary, of a general obligation bond of the County in an amount not to exceed $1,300,000 to finance the portion of the cost of the Project expected to be paid through the Donation, and related costs of issuance. In the event the Donation is received by the County in sufficient amount to pay the principal of and interest on such general obligation bond anticipation note on or prior to maturity, no such general obligation bond shall be issued.

Section 1.02 Recital of Applicable Constitutional Provisions.

The assessed value of all taxable property in the County for the year 2006, which is the last completed assessment thereof, excluding property subject to a multi-county industrial park agreement and/or fee-in-lieu of ad valorem property tax agreements and certain other property excluable therefrom, amounted to $109,344,850. Accordingly, the eight percent general obligation debt limit of the County as established by Section 14 of Article X of the South Carolina Constitution amounts to not less than the sum of $8,747,588. The County has outstanding and chargeable against the debt limit general obligation bonded indebtedness in the amount of $6,540,000. The County is therefore permitted under Section 14 of Article X of the South Carolina Constitution to issue the proposed general obligation bonds in the desired sum of not exceeding $1,300,000, and under the provisions of said Section 14 of Article X of the South Carolina Constitution and of Chapter 27 of Title 11 of the South Carolina Code, may do so without the necessity of holding an election.

The Council anticipates that it will be desirable to issue a bond anticipation note pursuant to the authorization of Chapter 17 of Title 11 of the South Carolina Code, and has further determined to authorize the issuance of such note upon the terms and conditions set forth in Article IX hereof.

Section 1.03 Holding of Public Hearing and Notice Thereof.

Pursuant to the provisions of Section 4-9-130 of the South Carolina Code, a public hearing, after giving reasonable notice, is required to be conducted prior to the third and final reading of this Ordinance by Council. In accordance with this provision, a public hearing shall be conducted and due notice shall be provided as required by said Section 4-9-130. The form of the notice to be published shall be substantially as set forth as Exhibit A attached hereto.

[End of Article I]

Article II

DEFINITIONS AND AUTHORITY

Section 2.01 Definitions.

As used in this Ordinance, unless the context shall otherwise require, the following terms shall have the following respective meanings:

“Authorized Investments” means any securities which are authorized legal investments for political subdivisions pursuant to the South Carolina Code.

“Authorized Officer” means the Chairman or the Vice-Chairman of the Council and any other officer or employee of the Council designated from time to time as an Authorized Officer by resolution of the Council, and when used with reference to any act or document also means any other person authorized by resolution of the Council to perform such act or sign such document.

“Bond” means the Bond or Bonds issued in accordance with the provisions of this Ordinance.

“Bondholder” or “Holder” or “Holder of Bond” or “Owner” or similar term means, when used with respect to the Bond means any person who shall be registered as the owner of the Bond outstanding.

“Bond Payment” means the annual payments of principal of and interest on the Bond.

“Bond Payment Date” means each date on which the Bond Payment shall be payable.

“Council” means the Newberry County Council, South Carolina, the governing body of said County or any successor governing body of said County.

“County” means Newberry County, South Carolina.

“County Bond Act” means Chapter 15 of Title 4 of the South Carolina Code, as supplemented by Chapter 27 of Title 11 of the South Carolina code.

“Government Obligations” means and includes direct general obligations of the United States of America or agencies thereof or obligations, the payment of principal or interest on which is fully and unconditionally guaranteed by the United States of America.

“Holder” means the registered owner, from time to time, of the Bond as shown on the registration books of the County maintained by the Registrar.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Note” or “Notes” means bond anticipation notes issued pursuant to the authorizations of Chapter 17 of Title 11 of the South Carolina Code and this Ordinance for the purpose of constructing the Project or for refunding a Note or Notes.

“Note Holder” means the person to whom a Note is made payable or to whom the Note has been lawfully assigned.

“Ordinance” shall mean this ordinance of County Council authorizing the issuance of the Bond.

“Outstanding”, when used in this Ordinance with respect to the Bond, means as of any date, the Bond theretofore delivered pursuant to this Ordinance except:

(a) any Bond cancelled or delivered to the Registrar for cancellation on or before such date;

(b) any Bond deemed to have been paid in accordance with the provisions of Section 7.01 hereof and;

(c) any Bond in lieu of or in exchange for which another Bond shall have been authenticated and delivered pursuant to Section 3.09 of this Ordinance.

“Person” means an individual, a partnership, a corporation, a trust, a trustee, an unincorporated organization, or a government or an agency or political subdivision thereof.

“Project” shall have the meaning set forth in Section 1.01 hereof.

“Record Date” means the 15^th day immediately preceding each Bond Payment Date.

“Registrar” means the County, acting through the Clerk to Council.

“South Carolina Code” means the Code of Laws of South Carolina 1976, as amended.

Section 2.02 Construction.

In this Ordinance, unless the context otherwise requires:

(1) Articles and Sections referred to by number shall mean the corresponding Articles and Sections of this Ordinance.

(2) The terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder” and any similar terms refer to this Ordinance, and the term “hereafter” shall mean after, and the term “heretofore” shall mean before, the date of adoption of this Ordinance.

(3) Words of the masculine gender shall mean and include correlative words of the female and neuter genders, and words importing the singular number shall mean and include the plural number and vice versa.

(4) Any fiduciary shall be deemed to hold an Authorized Investment in which money is invested pursuant to the provisions of this Ordinance, even though such Authorized Investment is evidenced only by a book entry or similar record of investment.

[End of Article II]

Article III

ISSUANCE OF BOND

Section 3.01 Ordering the Issuance of the Bond.

Pursuant to the provisions of the County Bond Act, and for the purpose of obtaining a portion of the funds to defray the costs of the Project, there shall be issued not exceeding One Million Three Hundred Thousand Dollars ($1,300,000) general obligation debt of the County. Such debt may be issued as a single bond or as one or more bonds and delivered at such times as may be determined by the Chairman of the Council. Such bond or bonds (hereafter referred to as the “Bond”) shall bear a series designation with the first designated General Obligation Bond, Series 200[__] [year of issuance], of Newberry County, South Carolina, or such other designation as shall reflect the year in which such bond is issued.

Section 3.02 Maturity Schedule of Bond.

The Bond shall be dated as of the date of its delivery and shall bear interest from its dated date. The term and payment details of the Bond shall be as determined by the Chairman of the Council with advice from the County Administrator and Bond Counsel, provided, however, that in no event shall the term of the Bond exceed 10 years from the earlier of the issue date thereof or the issue date of the first Note issued hereunder. The principal amount of the Bond shall be in the sole discretion of the Chairman of the Council in order to defray the costs of the Project and to pay the principal of and interest on any Note issued hereunder.

Section 3.03 Medium of Payment; Form and Denomination of Bond; Place of Payment of Principal.

(a) The Bond shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

(b) The Bond shall be issued in the form of one (1) or several fully registered bonds.

(c) The Bond Payments shall be payable to the Person appearing on each Record Date on the registration books of the County, which books shall be held by the County as Registrar as provided in Section 3.06 hereof, as the registered owner thereof, by check or draft mailed from the office of the Newberry County Treasurer to such registered owner at his address as it appears on such registration books in sufficient time to reach such registered owner on the Bond Payment Dates. Payment of the final Bond Payment shall be made when the same is due and payable upon the presentation and surrender for cancellation of the Bond at the office of the Newberry County Treasurer.

Section 3.04 Execution and Authentication.

(a) The Bond shall be executed in the name and on behalf of the County by the manual signature of an Authorized Officer or Officers, with its corporate seal impressed, imprinted or otherwise reproduced thereon, and attested by the manual signature of its Secretary or other Authorized Officer (other than the officer or officers executing the Bond). The Bond may bear the manual signature of any person who shall have been such an Authorized Officer authorized to sign the Bond at the time such Bond was so executed, and shall bind the County notwithstanding the fact that his or her authorization may have ceased prior to the authentication and delivery of the Bond.

(b) The Bond shall not be valid or obligatory for any purpose nor shall it be entitled to any right or benefit hereunder unless there shall be endorsed on the Bond a certificate of authentication in the form set forth in this Ordinance, duly executed by the manual signature of the Registrar, and such certificate of authentication upon any Bond executed on behalf of the County shall be conclusive evidence that the Bond so authenticated has been duly issued hereunder and that the Holder thereof is entitled to the benefit of the terms and provisions of the Ordinance.

Section 3.05 Exchange of the Bond.

The Bond, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered Holder or his duly authorized attorney, may, at the option of the registered Holder thereof, be exchanged for a new Bond of the same interest rate and maturity. So long as the Bond remains Outstanding, the County shall make all necessary provisions to permit the

Section 3.06 Transferability and Registry.

The Bond shall at all times, when the same is Outstanding, be payable to a Person, and shall be transferable only in accordance with the provisions for registration and transfer contained in this Ordinance and in the Bond. So long as the Bond remains Outstanding, the County (acting through the Clerk to Council), as Registrar, shall maintain and keep, at its administrative office, books for the registration and transfer of the Bond, and, upon presentation thereof for such purpose at such office, the County shall register or cause to be registered therein, and permit to be transferred thereon, under such reasonable regulations as it may prescribe, such Bond. So long as the Bond remains Outstanding, the County shall make all necessary provisions to permit the transfer of such Bond at its administrative office.

Section 3.07 Transfer of the Bond.

The Bond shall be transferable only upon the books of the Registrar, upon presentation and surrender thereof by the Holder of the Bond in person or by his attorney duly authorized in writing, together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered Holder or his duly authorized attorney. Upon surrender for transfer of the Bond, the County shall execute, authenticate and deliver, in the name of the Person who is the transferee, a new Bond of the same principal amount and maturity and rate of interest as the surrendered Bond. Such new Bond shall reflect the principal amount thereof as then yet unpaid.

Section 3.08 Regulations with Respect to Exchanges and Transfers.

The Bond surrendered in any exchange or transfer shall forthwith be cancelled by the Registrar. For each such exchange or transfer of the Bond, the Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the Holder requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The County shall not be obligated to issue, exchange or transfer the Bond during the 15 days next preceding any (a) Bond Payment Date, or (b) date upon which the Bond will be redeemed.

Section 3.09 Mutilated, Destroyed, Lost and Stolen Bond.

(a) If the Holder surrenders a mutilated Bond to the Registrar or the Registrar receives evidence to its satisfaction of the destruction, loss, or theft of the Bond, and there is delivered to the Registrar such security or indemnity as may be required by it to save it harmless, then, in the absence of notice that the Bond has been acquired by a bona fide purchaser, the County shall execute and deliver, in exchange for the mutilated Bond or in lieu of any such destroyed, lost, or stolen Bond, a new Bond of like tenor, maturity, and interest rate bearing a number unlike that of such mutilated, destroyed, lost, or stolen Bond, and shall thereupon cancel any such mutilated Bond so surrendered. In case any such mutilated, destroyed, lost, or stolen Bond has become or is to become due for final payment within one year, the County in its discretion may, instead of issuing a new Bond, pay the Bond.

(b) Upon the issuance of any new Bond under this Section 3.09, the County may require the payment of a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation thereto and any other expenses, including counsel fees or other fees, of the County or the Registrar connected therewith.

(c) Each new Bond issued pursuant to this Section in lieu of any destroyed, lost, or stolen Bond, shall constitute an additional contractual obligation of the County, whether or not the destroyed, lost, or stolen Bond shall at any time be enforceable by anyone, and shall be entitled to all the benefits hereof equally and proportionately with the Bond duly issued pursuant to the Ordinance.

(d) The Bond shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of the mutilated, destroyed, lost, or stolen Bond and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement or payment of the mutilated, destroyed, lost, or stolen Bond or securities.

Section 3.10 Holder as Owner of Bond.

In its capacity as Registrar, the County may treat the Holder of the Bond as the absolute owner thereof, whether the Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the Bond Payment on the Bond and for all other purposes, and payment of the Bond Payment shall be made only to, or upon the order of, such Holder. All payments to such Holder shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid, and the County shall not be affected by any notice to the contrary.

Section 3.11 Cancellation of the Bond.

The Registrar shall destroy the Bond when the same shall be surrendered to it for cancellation. In such event, the Bond shall no longer be deemed Outstanding under this Ordinance and no Bond shall be issued in lieu thereof.

Section 3.12 Payments Due Saturdays, Sundays and Holidays.

In any case where the Bond Payment Date shall be Saturday or Sunday or shall be, at the place designated for payment, a legal holiday or a day on which banking institutions are authorized by law to close, then payment of the Bond Payment need not be made on such date but may be made on the next succeeding business day not a Saturday, Sunday or a legal holiday or a day upon which banking institutions are authorized by law to close, with the same force and effect as if made on the Bond Payment Date and no interest shall accrue for the period after such date.

Section 3.13 Tax Exemption in South Carolina.

The Bond Payments shall be exempt from all State, county, municipal, school district, and all other taxes or assessments of the State of South Carolina, direct or indirect, general or special, whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, transfer or certain franchise taxes.

Section 3.14 Order to Levy Ad Valorem Taxes to Pay Principal and Interest of Bond.

For the payment of principal of and interest on the Bond as the same become due and for the creation of such sinking fund as may be necessary therefor, the full faith, credit, and taxing power of the County are hereby irrevocably pledged, and there shall be levied an ad valorem tax upon all taxable property located within the County sufficient to pay the principal of and interest on the Bond as the same become due and to create such sinking fund as may be necessary therefor.

Section 3.15 Notice to Newberry County Auditor and Treasurer.

The Newberry County Auditor and Treasurer shall be notified of the adoption of this Ordinance and directed to levy and collect annually upon all taxable property within the County ad valorem property taxes in an amount sufficient to pay the principal of and interest on the Bond as the same become due and to create such sinking fund as may be necessary therefor.

Section 3.16 Form of Bond.

The form of the Bond, and registration provisions to be endorsed thereon, shall be substantially as set forth in Exhibit B attached hereto and made a part of this Ordinance.

[End of Article III]

Article IV

REDEMPTION OF BOND

Section 4.01 Redemption of Bond.

The Bond shall be subject to redemption prior to maturity upon such terms (including call provisions, as applicable) as may be agreed to by the Chairman of the Council, upon advice of the County Administrator and Bond Counsel, and the purchaser of the Bond.

[End of Article IV]

Article V

SALE OF BOND

Section 5.01 Sale of Bond.

The Chairman of the Council, upon advice of the County Administrator and Bond Counsel, shall seek proposals to purchase the Bond from all banks located in the County and any additional banks as determined by such officials, pursuant to bid form prepared by such officials. The sale of the Bond shall be awarded to the bank offering the best financial conditions, in the judgment of such officials, to the County, taking into account the proposed interest rate and any other costs to the County; provided that the interest rate thereon shall not exceed 8.00% per annum without prior approval by resolution of the Council. Notice of the private sale of the Bond, in form substantially similar to that appearing as Exhibit C hereto, shall be given not less than seven (7) days before closing.

[End of Article V]

Article VI

DISPOSITION OF PROCEEDS OF SALE OF BOND

Section 6.01 Disposition of Proceeds Including Temporary Investments.

The proceeds derived from the sale of the Bond shall be paid to the Newberry County Treasurer, to be applied to defray the cost of issuing the Bond, to defray the costs of the Project, or to pay principal of and interest on the Notes. Pending the use of Bond proceeds, the same shall be invested and reinvested by the Newberry County Treasurer in Authorized Investments. All earnings from such investments shall be applied, at the direction of the Council, either (1) to defray the cost of the undertakings for which the Bond is issued and if not required for this purpose, then (2) to pay the first maturing installments of interest on the Bond from the proceeds of which such earnings were derived; if any balance remains, it shall be held by the Newberry County Treasurer in a special fund, invested in Government Obligations with a yield not in excess of the yield on such Bond and used to effect the retirement thereof.

Neither the purchaser nor Holder of the Bond shall be liable for the proper application of the proceeds thereof.

[End of Article VI]

Article VII

DEFEASANCE OF BOND

Section 7.01 Discharge of Ordinance – Where and How the Bond is Deemed to Have Been Paid and Defeased.

If the Bond and the interest thereon shall have been paid and discharged, then the obligations of the County under this Ordinance and all other rights granted hereby shall cease and determine. The Bond shall be deemed to have been paid and discharged within the meaning of this Article under each of the following circumstances, viz.:

(a) A third party fiduciary, which shall be any bank, trust company, or national banking association which is authorized to provide corporate trust services (the “Fiduciary”), shall hold, in trust and irrevocably appropriated thereto, sufficient moneys for the payment of all Bond Payments due thereunder; or

(b) If default in the payment of the Bond Payment due shall have occurred on any Bond Payment Date, and thereafter tender of such payment shall have been made, and at such time the Fiduciary shall hold in trust and irrevocably appropriated thereto, sufficient moneys for the payment thereof to the date of the tender of such payment; or

(c) If the County shall elect to provide for the payment of the Bond prior to its stated maturity and shall have deposited with the Fiduciary, in an irrevocable trust, moneys which shall be sufficient, or Government Obligations, the principal of and interest on which when due will provide moneys, which together with moneys, if any, deposited with the Fiduciary at the same time, shall be sufficient to pay when due the Bond Payment due and to become due, together with any redemption premium applicable thereto.

Neither the Government Obligations nor moneys deposited with the Fiduciary pursuant to this Section nor the Bond Payments thereon shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the Bond Payments and redemption premium, if any, on the Bond; provided that any cash received from such principal or interest payments on Government Obligations deposited with the Fiduciary, if not then needed for such purpose, shall to the extent practicable be invested and reinvested in Government Obligations maturing at times and in amounts sufficient to pay when due the Bond Payments and redemption premium, if any, to become due on the Bond on and prior to the Bond Payment Dates thereof, and interest earned from such reinvestments not required for the payment of the Bond Payments and redemption premium, if any, may be paid over to the County, free and clear of any trust, lien or pledge.

[End of Article VII]

Article VIII

CERTAIN TAX AND DISCLOSURE CONSIDERATIONS

Section 8.01 Covenants to Comply with Requirements of the Internal Revenue Code.

The County hereby represents and covenants that it will comply with all requirements of the Internal Revenue Code, and that it will not take any action which will, or fail to take any action (including, without limitation, filing the required information reports with the Internal Revenue Service) which failure will, cause interest on the Bond to become includable in the gross income of the Holder thereof for federal income tax purposes pursuant to the provisions of the Internal Revenue Code and regulations promulgated thereunder in effect on the date of original issuance of the Bond. Without limiting the generality of the foregoing, the County represents and covenants that:

(a) All property financed or refinanced by the net proceeds of the Bond will be owned by the County in accordance with the rules governing the ownership of property for federal income tax purposes.

(b) The County does not reasonably expect that the proceeds of the Bond or any property financed or refinanced with the proceeds thereof will be used in any manner that would cause the Bond to be a “private activity bond” within the meaning of Section 141 of the Internal Revenue Code.

(c) The County is not a party to nor will it enter into any contracts with any person for the use or management of any facility financed or refinanced with the proceeds of the Bond that do not conform to the guidelines set forth in Revenue Procedure 97-13.

(d) The County will not sell or lease the Project or any property provided by the Bond to any person unless it obtains the opinion of nationally recognized bond counsel that such lease or sale will not affect the tax exemption of the Bond.

(e) The Bond will not be federally guaranteed within the meaning of Section 149(b) of the Internal Revenue Code. The County is not a party to any leases or sales or service contracts with any federal government agency with respect to the projects and will not enter into any such leases or contracts unless it obtains the opinion of nationally recognized bond counsel that such action will not affect the tax exemption of the Bond.

(f) In the event that a Note is issued pursuant to the terms of this Ordinance, the covenants contained in this Section 8.01 shall apply with equal force and effect to such Note.

Section 8.02 Ability to Meet Arbitrage Requirements.

Careful consideration has be given to the time in which the expenditures of the proceeds of the Bond authorized hereby will be made, and it has been ascertained that all of the money received from the proceeds of the Bond will be expended within the limitations imposed by Section 148(c) of the Internal Revenue Code, so that the Council will be able to certify upon reasonable grounds that the Bond is not an “arbitrage bond” within the meaning of Section 148(c) of the Internal Revenue Code.

Section 8.03 Continuing Disclosure.

Pursuant to Section 11-1-85 of the South Carolina Code, the County covenants to file with a central repository for availability in the secondary bond market when requested:

(a) An annual independent audit, within thirty days of the County’s receipt of the audit; and

(b) Event specific information within thirty days of an event adversely affecting more than five percent of revenue or the County’s tax base.

The only remedy for failure by the County to comply with the covenant in this Section 8.03 shall be an action for specific performance of this covenant. The County specifically reserves the right to amend this covenant to reflect any change in said Section 11-1-85, without the consent of any Bondholder.

[End of Article VIII]

Article IX

BOND ANTICIPATION NOTES

Section 9.01 Issuance of Bond Anticipation Notes.

(a) There may be issued in anticipation of the issuance of the Bond, at the discretion of the Chairman of the Council, upon advice of the County Administrator and Bond Counsel, one or more Notes, provided that no Note shall be expressed to mature more than one year after its date of issue or more than five years after the adoption of this Ordinance. For the payment of the principal of and interest on the Notes as the same shall fall due, the full faith, credit, resources and taxing power of the County shall be pledged. In addition thereto, so much of the principal proceeds of the Bond when issued shall and is hereby directed to be applied, to the extent necessary, to the payment of the Notes, both principal and interest; and, further, the County covenants and irrevocably pledges to effect the issuance of the Bond or, in the alternative, to refund or renew outstanding Notes in order that the proceeds thereof will be sufficient to provide for the retirement of any Notes issued pursuant hereto.

(b) The proceeds derived from the sale of the Notes issued pursuant to this Ordinance shall be paid to the Treasurer of Newberry County, South Carolina, to be deposited in a Note Account Fund for the County, and shall be expended and made use of by the Council to defray the cost of the Project, costs of issuance associated with the Notes, or to refund a Note or Notes. Pending the use of proceeds of the Notes, the same shall be invested and reinvested by the Newberry County Treasurer, in such investments as are authorized by the Code of Laws of South Carolina, 1976, as amended, with respect to funds of the Counties of the State of South Carolina. All earnings from such investments shall be applied, at the direction of the Council, either (i) to defray costs of the Project, (ii) to pay costs of issuance associated with the Notes or (iii) to pay interest on the Notes.

(c) Both the principal of and interest on the Notes shall be exempt, in accordance with the provisions of Section 12‑2‑50 of the South Carolina Code, from all State, county, municipal, school district and all other taxes or assessments, direct or indirect, general or special, whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, or transfer taxes, but the interest on the Notes may be included for certain franchise fees or taxes.

(d) Subject to the provisions of Section 9.01(a) hereof, the Notes shall be sold in the same manner as prescribed for the Bond pursuant to Section 5.01 hereof. The Note shall bear interest at the rate determined pursuant to such sale and shall mature on the date and be subject to early redemption (including call provisions, as applicable) to the extent determined by the Chairman of the Council, with advice from the County Administrator and Bond Counsel.

(e) The Note shall be in non-negotiable form, payable to the purchaser thereof, but subject to assignment by the named payee or any assignee thereof by an instrument in writing duly executed by the payee or any assignee of the payee, notice of which shall be given to the County.

(f) The Notes shall be issued in form substantially similar to that appearing as Exhibit D hereto.

[End of Article IX]

Article X

MISCELLANEOUS

Section 10.01 Savings Clause.

If any one or more of the covenants or agreements provided in this Ordinance should be contrary to law, then such covenant or covenants or agreement or agreements shall be deemed severable from the remaining covenants and agreements, and shall in no way affect the validity of the other provisions of this Ordinance.

Section 10.02 Successors.

Whenever in this Ordinance the County is named or referred to, it shall be deemed to include any entity, which may succeed to the principal functions and powers of the County, and all the covenants and agreements contained in this Ordinance or by or on behalf of the County shall bind and inure to the benefit of said successor whether so expressed or not.

Section 10.03 Ordinance to Constitute Contract.

In consideration of the purchase and acceptance of the Bond and the Notes by those who shall purchase and hold the same from time to time, the provisions of this Ordinance shall be deemed to be and shall constitute a contract between the County and the Holders from time to time of the Bond and the Notes, and such provisions are covenants and agreements with such Holders and Note Holders which the County hereby determined to be necessary and desirable for the security and payment thereof. The pledge hereof and the provisions, covenants, and agreements herein set forth to be performed on behalf of the County shall be for the benefit, protection, and security of the Holders of the Bond and the Note Holders.

Section 10.04 Filing of Copies of Ordinance.

Copies of this Ordinance shall be filed in the offices of the Council and in the office of the Clerk of Court for Newberry County (as a part of the Transcript of Proceedings).

Section 10.05 Further Action by Officers of County.

The proper officers of the County are fully authorized and empowered to take the actions required to implement the provisions of this Ordinance and to furnish such certificates and other proofs as may be required of them, which includes but is not limited to providing the notice and conducting the public hearing described in Section 1.03 hereof. In the absence of any officer of the Council herein authorized to take any act or make any decision, the County Administrator is hereby authorized to take any such act or make any such decision.

Section 10.06 Effective Date of Ordinance.

This Ordinance shall take effect upon its third reading and shall be forthwith codified in the Code of County Ordinances and indexed under the general heading “An Ordinance To Provide For The Issuance And Sale Of A Not Exceeding One Million Three Hundred Thousand Dollars ($1,300,000) General Obligation Bond Of Newberry County, South Carolina, To Provide For The Issuance Of General Obligation Bond Anticipation Notes In Anticipation Of The Issuance Of Said Bond, To Prescribe The Purposes For Which The Proceeds Of Said Bond And Notes Shall Be Expended, To Provide For The Payment Of Said Bond And Notes, And Other Matters Relating Thereto.”

[End of Article X]

DONE, RATIFIED AND ENACTED this _____ day of _______________, 2008.

NEWBERRY COUNTY, SOUTH CAROLINA

(SEAL)

____________________________________________

Chairman, County Council of

Newberry County, South Carolina

ATTEST:

_________________________________

Clerk to County Council,

Newberry County, South Carolina

EXHIBIT B

(Form Of Bond)

UNITED STATES OF AMERICA

STATE OF SOUTH CAROLINA

COUNTY OF NEWBERRY

GENERAL OBLIGATION BOND, SERIES 200__

No. __

REGISTERED HOLDER:

PRINCIPAL AMOUNT: _______________ DOLLARS ($_________________)

Newberry County, South Carolina (the “County”), a public body corporate and politic and a political subdivision of the State of South Carolina (the “State”), created and existing by virtue of the laws of the State, acknowledges itself indebted and for value received hereby promises to pay, solely as hereinafter provided, to the Registered Holder named above or registered assigns, the Principal Amount stated above.

This Bond is issued in the principal amount of ______________________ Dollars ($________) for purposes authorized by and pursuant to and in accordance with the Constitution and Statutes of the State of South Carolina, including particularly the provisions of Chapter 15 of Title 4, as supplemented by Chapter 27 of Title 11, Code of Laws of South Carolina 1976, as amended, and an Ordinance duly adopted by the County Council of Newberry County (the “Ordinance”).

This Bond shall be subject to redemption ________________________________________.

The principal and interest on this Bond shall be paid by way of an annual amortized payment in the amount of $_____________ (the “Bond Payment”) due and payable on _______ of each of the years 20__ through 20__, inclusive (the “Bond Payment Dates”). This Bond shall bear interest at the rate of _________ per centum (____%) per annum calculated on the basis of a 360 day year consisting of twelve 30 day months , from ______________, 200__ and shall be paid by way of the Bond Payments to the person in whose name this Bond is registered at the close of business on the fifteenth day of the month next preceding each Bond Payment date. The Bond Payments shall be payable by check or draft mailed at the times provided herein from the County to the person in whose name this Bond is registered at the address shown on the registration books. The Bond Payments are payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

Certain capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Ordinance. Certified copies of the Ordinance are on file in the office of the Clerk of Court of Newberry County and in the office of the County Council of Newberry County.

This Bond is payable from a tax levied on all taxable property within the County. For the prompt payment of the Bond Payments as the same shall become due, the full faith, credit, and taxing power of the County are irrevocably pledged.

This Bond and the interest hereon are exempt from all State, county, municipal, school district, and all other taxes or assessments of the State of South Carolina, direct or indirect, general or special, whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, transfer or certain franchise taxes.

The Bond is issued in the form of one (1) fully registered Bond and is transferable, as provided in the Ordinance, only upon the registration books of the County kept for that purpose at the offices of the County by the registered Holder in person or by his duly authorized attorney upon, (i) surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered holder or his duly authorized attorney, and (ii) payment of the charges, if any, prescribed in the Ordinance. Thereupon a new fully registered Bond of interest rate and like principal amount shall be issued to the transferee in exchange therefor as provided in the Ordinance. The County may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of the Bond Payment due hereon and for all other purposes.

For every exchange or transfer of the Bond, the County may make a charge sufficient to reimburse it for any tax, fee, or other governmental charge required to be paid with respect to such exchange or transfer.

It is hereby certified and recited that all acts, conditions, and things required to exist, happen, and to be performed precedent to and in the adoption of the Ordinance and in the issuance of the Bond in order to make the legal, valid, and binding general obligation of the County in accordance with its terms, do exist, have been done, have happened and have been performed in regular and due form as required by law; and that the issuance of the Bond does not exceed or violate any constitutional, statutory, or other limitation upon the amount of indebtedness prescribed by law.

IN WITNESS WHEREOF, Newberry County, South Carolina, has caused this Bond to be signed by the manual signature of the Chairman of the Newberry County Council, attested by the manual signature of the Clerk to the Newberry County Council, and the seal of the County impressed hereon.

NEWBERRY COUNTY, SOUTH CAROLINA

(Seal)

________________________________________

Chairman, Newberry County Council

Attest:

__________________________________

Clerk, Newberry County Council

CERTIFICATE OF AUTHENTICATION

This Bond is the Bond of the issue described in the within mentioned Ordinance.

NEWBERRY COUNTY CLERK TO COUNCIL,

as Registrar/Paying Agent

By:______________________________________

Date of Authentication: , 200_.

The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM ‑ as tenants in common

UNIF GIFT MIN ACT ‑

TEN ENT ‑ as tenants by the entireties

Custodian ________________

(Cust) (Minor)

JT TEN ‑ as joint tenants with right of survivorship and not as tenants in common

under Uniform Gifts to Minors Act ___________

(state)

Additional abbreviations may also be used though not in above list.

(FORM OF ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto _____________________________________________________________________________________ the within bond and does hereby irrevocably constitute and appoint __________________ attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

______________________________________

Signature Guaranteed

________________________________________

(Authorized Officer)

______________________________________

(Signature must be guaranteed by a participant in the Securities Transfer Agent Medallion Program (STAMP)

________________________________________

Notice: The signature to the assignment must correspond with the name of the registered owner as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever.

STATE OF SOUTH CAROLINA	)
	)	CERTIFIED COPY OF ORDINANCE
COUNTY OF NEWBERRY	)