BE IT ORGANIZED BY THE COUNTY COUNCIL OF NEWBERRY COUNTY, SOUTH CAROLINA, AS FOLLOWS:

ARTICLE I

FINDINGS OF FACT

Section 1.01 Recitals and Statements of Purpose.

As an incident to the enactment of this Ordinance, the County Council (the “Council”), the governing body of Newberry County, South Carolina (the “County”), has made the following findings:

(A) The several counties in the State of South Carolina (the “State”) are empowered pursuant to Title 4, Chapters 1 and 29, Code of Laws of South Carolina 1976, as amended (collectively, the “Act”), to defray the cost of acquisition and construction of infrastructure serving the counties, including improved or unimproved real estate used or to be used in the operation of a manufacturing or commercial enterprise, in order to enhance the economic development of such counties through the issuance of revenue bonds payable solely from all or a specifically described part of the payments in lieu of taxes received and retained by the counties under certain provisions of the Act, Chapter 12 of Title 4 of the Code of Laws of South Carolina 1976, as amended, and/or Section 13 of Article VIII of the South Carolina Constitution.

(B) Pursuant to Section 4-1-170 of the Act and Article VIII, Section 13 of the South Carolina Constitution, the County has established certain joint county industrial and business parks pursuant to agreements with Fairfield and Lexington Counties, as more fully described herein (together, the “Multi-County Parks”).

(C) Pursuant to an Ordinance enacted on February 24, 2006, the County has heretofore issued its $6,410,000 Special Source Revenue Bond (Industrial Park Projects) Series 2006 (the “2006 Bond”).

(D) The Council has determined to finance the costs of designing, acquiring, constructing, improving or expanding infrastructure in the Mid-Carolina Commerce Park (collectively, the “Project”), in order to induce manufacturing and commercial enterprises to locate in the County and thereby increase the County's tax base and have a beneficial effect upon the economy of the County and areas adjacent thereto by providing employment not otherwise provided in the County.

(E) Pursuant to Section 4-1-175 of the Act, the County has determined to issue not to exceed $1,500,000 principal amount of revenue bonds, payable from revenues of the Multi-County Parks which may be received and retained by the Newberry County Treasurer, in order to defray the cost of acquisition, construction and installation of the Project, to capitalize certain interest on such bonds and to pay costs of issuance thereof.

(F) Pending the issuance of the revenue bonds, the County proposes to issue, pursuant to Section 11-17-10 et seq. of the Code of Laws of South Carolina 1976, as amended, not exceeding $1,500,000 Special Source Revenue Bond Anticipation Notes, Series 2007 (the “BANs”) for any of the purposes set forth in (D) above.

ARTICLE II

DEFINITIONS, CONSTRUCTION AND INTERPRETATIONS

Section 2.01 Defined Terms.

The terms defined in this Article II shall for all purposes of this Ordinance have the meanings herein specified, unless the context clearly otherwise requires.

“Act” shall mean, collectively, Title 4, Chapters 1 and 29 Code of Laws of South Carolina, 1976, as amended, and all future acts amendatory thereof.

“Administrator” shall mean the County Administrator or any acting or interim County Administrator of the County.

“BAN” or “BANS” shall mean the Newberry County, South Carolina, Special Source Revenue Bond Anticipation Note (Mid-Carolina Commerce Park, Phase I Project), Series 2007, in the principal amount of not to exceed $1,500,000, the proceeds of which will be disbursed to the County to finance the Cost of the Project, and to pay costs of issuance.

“Bond” or “Bonds” shall mean the Newberry County, South Carolina, Special Source Revenue Bond (Industrial Park Project), with an appropriate series designation, in the principal amount of not to exceed $1,500,000, the proceeds of which will be disbursed to the County to retire the BAN including the interest accrued thereon, to finance the Cost of the Project, and to pay costs of issuance.

“Bond Counsel” shall mean an attorney or firm of attorneys nationally recognized on the subject of municipal bonds and reasonably acceptable to the County.

“BAN Register” shall have the meaning specified in Section 3.03 hereof.

“BAN Registrar” shall mean the Treasurer of the County.

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

“Cost” or “Cost of the Project” shall mean the cost of acquiring, by construction and purchase, the Project, and shall be deemed to include, whether incurred prior to or after the date of this Ordinance: (a) obligations of the County incurred for labor, materials and other expenses to contractors, builders and materialmen in connection with the acquisition, construction and installation of the Project; (b) the cost of contract bonds and of insurance of all kinds that may be required or necessary during the course of construction and installation of the Project, which are not paid by the contractor or contractors or otherwise provided for; (c) the expenses of the County for test borings, surveys, test and pilot operations, estimates, plans and specifications and preliminary investigations therefore, and for supervising construction, as well as for the performance of all other duties required by or reasonably necessary in connection with the acquisition, construction and installation of the Project; (d) any sums required to reimburse the County for advances made by it for any of the above items, or for any other work done and costs incurred by the County which are for the acquisition of property of a character subject to the allowance for depreciation provided for under Section I67 of the Code and included in the Project; and (e) any amount of the payment of interest on the BAN as it shall become due.

“County” shall mean Newberry County, South Carolina, a body politic and corporate and a political subdivision of the State of South Carolina and its successors and assigns.

“Default” shall mean an event or condition, the occurrence of which with the lapse of time or notice or both, become an Event of Default under Section 9.01 hereof.

“Event of Default” shall mean, with reference to this Ordinance, any of the occurrences described in Section 9.01 hereof.

“FILOT Revenues” shall mean the payments in-lieu-of taxes received by the Treasurer pursuant to the Park Agreements.

“Multi-County Fees” shall mean the fee payable by the County to the respective partner counties and any successors thereto under the Park Agreements with respect to FILOT Revenues received from properties located in the County.

“Net FILOT Revenues” shall mean the FILOT Revenues remaining after payment of the Multi-County Fees.

“Ordinance” shall mean this Ordinance, as the same may be amended, modified or supplemented in accordance with the terms hereof.

“Park Agreements” shall mean (i) the Agreement for Development for Joint County Industrial Park dated as of October 18, 1995, between the County and Fairfield County, as amended; (ii) the Agreement for Development of Joint County Industrial Park dated as of July 28, 1998 between the County and Lexington County, as amended; as either of the agreements referred to in (i) or (ii) may be further modified, supplemented or amended from time to time; and (iii) such other agreements entered into by the County and any partner county pursuant to Section 4-1-170 of the Act, or any successor provision, which the County, in its discretion, may hereafter determine to include in this definition of “Park Agreements” for purposes of adding additional security to the Bond.

“Person” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision.

“Pledged Revenues” shall mean the Net FILOT Revenues.

“Project” shall mean the designing, acquiring, constructing, improving or expanding infrastructure in the Mid-Carolina Commerce Park.

“Project Fund” shall mean the fund of that name created under Section 4.01 hereof.

“Purchaser” shall mean Branch Banking and Trust Company, as the initial Registered Owner of the BAN.

“Registered Owner” shall mean the Person or Persons in whose name or names the BAN shall be registered on the BAN Register.

“Treasurer” shall mean the Newberry County Treasurer or the acting or interim County Treasurer of the County.

Section 2.02 Interpretations.

In this Ordinance, unless the context otherwise requires:

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

(B) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa, and words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations, or other legal entities, including public bodies, as well as natural persons.

(C) The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder,” and any similar terms, as used in this Ordinance refer to this Ordinance or Sections or paragraphs of this Ordinance and the term “hereafter” shall mean any date after the date of adoption of this Ordinance.

(D) References to the payment of principal of BANS shall be deemed to include payment of principal at maturity.

(E) Unless the context shall clearly indicate otherwise, all accounting terms used herein without definition shall be interpreted in accordance with generally accepted accounting principles.

ARTICLE III

AUTHORIZATION OF BOND

There is hereby authorized to be issued a special source revenue bond (the “Bond”) of the County in the principal amount of not exceeding $1,500,000. The County irrevocably obligates and binds itself to effect the issuance of a sufficient amount of Bonds prior to the stated maturity of the BAN authorized by Section 4 hereof, the proceeds of which shall be used to meet the payment of principal and interest on the BAN. The Bond shall be payable solely from and shall be secured by a pledge of and lien upon all of the County's right, title and interest in the Pledged Revenues. Prior to the sale and issuance of the Bond, the County shall enact an Ordinance setting forth the form and details of such Bond, including the flow of funds associated therewith.

ARTICLE IV

DESCRIPTION, AUTHORIZATION, MANNER OF EXECUTION,
REGISTRATION AND TRANSFER OF BAN

Section 4.01 Authorization and Details of BAN.

Pending the issuance of the Bond, there is hereby authorized to be issued the BAN. The BAN shall be designated as the “Newberry County, South Carolina, Special Source Revenue Bond Anticipation Note (Mid-Carolina Commerce Park, Phase I Project), Series 2007” and shall be dated as of the date of its original issuance and delivery and shall be issued as a single note in the principal amount as determined by the County Administrator; provided that the principal amount may not exceed $1,500,000. The BAN shall bear interest at the rate of 3.73%. Interest on the BAN shall be payable at maturity no later than one year from its delivery date.

The BAN shall be prepayable at the option of the County in whole or in part, without penalty, at any time.

The BAN shall be issued in substantially the form as set forth in Exhibit A attached hereto, with necessary appropriate variations, omissions and insertions as permitted or required by this Ordinance.

The principal and interest on the BAN shall be payable to the Registered Owner thereof or its assigns by check or draft (via first class mail) or wire transfer of collected funds to such Person at his orders last appearing on the BAN Register. Payment of principal and interest on the BAN shall be payable in any lawful money of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

Section 4.02 Execution of BAN.

The BAN shall be executed on behalf of the County by the manual or facsimile signature of the Chairman or Vice-Chairman of the Council and its corporate seal shall be impressed, imprinted, engraved or otherwise affixed or reproduced thereunto and attested to by the manual or facsimile signature of the Clerk to Council. If any of the officers who shall have signed or sealed the BAN shall cease to be such officer of the County before the BAN so signed and sealed shall have been actually delivered by the County, the BAN nevertheless may be issued and delivered with the same force and effect as though the person or persons who signed or sealed the BAN had not ceased to be such officer or officers of the County; and also the BAN may be signed and sealed on behalf of the County by those persons who, at the actual date of the execution of the BAN, shall be the proper officers of the County, although at the date of the BAN any such person shall not have been such officer of the County.

Section 4.03 Rollover of BAN by Resolution.

Pending the issuance of the Bond, the Council may determine it to be in the best interest of the County to refund or renew the outstanding BAN. Therefore, the Council hereby authorizes the BAN to be refunded or renewed and such authorization to be effected by a resolution of County Council incorporating the terms of this Ordinance.

Section 4.04 Negotiability, Registration and Transfer.

The Treasurer shall maintain on behalf of the County, as BAN Registrar, a register to record the names and addresses of the last known Registered Owners of the BAN known as the BAN Register. Upon surrender of the BAN for transfer thereof by the Registered Owner, in person or by his attorney duly authorized in writing, together with a written instrument of transfer in form satisfactory to the BAN Registrar, including the address to which payment of the BAN is to be directed and at which presentment is to be made, duly executed by the Registered Owner or his attorney duly authorized in writing, and upon payment by such Registered Owner of a sum sufficient to cover any governmental tax or charge required to be paid, the BAN shall be reissued at the same interest rate to the transferee with a notation as to the principal amount outstanding as of the date of such transfer.

The County may deem and treat the Registered Owner of the BAN as the absolute owner of such BAN for the purpose of receiving any payment on the BAN and for all other purposes of this Ordinance, whether such BAN shall be overdue or not, and the County shall not be affected by any notice to the contrary. Payment of, or on account of, the principal and interest on the BAN shall be made to such Registered Owner or upon his written order. All such payments shall be valid and effectual to satisfy and discharge the liability upon the BAN to the extent of the sum or sums so paid.

Notwithstanding anything herein to the contrary, absent the prior written consent of the County to appropriate modifications of the BAN and this Ordinance, the BAN may be assigned or transferred by the Purchaser or any subsequent Registered Owner only in whole but not in part.

Section 4.05 Limited Obligations of the County.

The BAN shall be a limited obligation of the County, the principal and interest on which shall be secured by, and payable by the County solely out of, the proceeds of the Bond and the Pledged Revenues. THE BAN AND THE INTEREST THEREON DO NOT AND SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF THE COUNTY WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND DO NOT AND SHALL NEVER CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE COUNTY, OTHER THAN THE PLEDGED REVENUES, OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS.

No breach by the County of this Ordinance or of any provision or condition hereof or in the BAN or of any agreement contained herein or in the BAN shall result in the imposition of any pecuniary liability upon the County, other than from the proceeds of the Bond and the Pledged Revenues or any charge upon its general credit or against its taxing power. The liability of the County under this Ordinance and the BAN or any provision or condition hereof or thereof or of any agreement herein or in the BAN contained or of any warranty herein or in the BAN included or for any breach or default by the County of any of the foregoing shall be limited solely and exclusively to the applicable property pledged herein. The County shall not be required to execute or perform any of its duties, obligations, powers or covenants hereunder or under the BAN except to the extent of the issuance of the Bond and the Pledged Revenues pledged thereto and available therefor.

THE PROVISIONS OF THIS SECTION 4.05 SHALL CONTROL EVERY OTHER PROVISION OF THIS ORDINANCE, ANYTHING IN SUCH OTHER PROVISIONS TO THE CONTRARY NOTWITHSTANDING.

ARTICLE V

USE OF NET PROCEEDS OF THE BAN

Section 5.01 Project Fund.

(a) Upon the issuance of the BAN, the Purchaser shall remit the net sales proceeds of the BAN which shall equal the par amount thereof (less any commitment fees to the County) for deposit in a special fund maintained by the Treasurer and designated as the “Newberry County Series 2007 Special Source Revenue Bond Anticipation Note (Mid-Carolina Commerce Park, Phase I Project) Project Fund”. Pending disbursement therefrom to pay any of the authorized costs referred to in subsection (b) below, such amounts may be invested and reinvested in any investments which are authorized for funds of political subdivisions under the laws of the State.

(b) Amounts in the Project Fund shall be disbursed by the Treasurer, at the direction of the Administrator, to pay, or reimburse the County for payments previously made to pay, Costs of the Project and costs of issuance of the BAN.

(c) Amounts, if any, remaining in the Project Fund shall, upon receipt of certification from the Administrator that no further amounts are required to be disbursed for costs and expenses of the Project, be applied to the prepayment of the BAN in accordance with the instructions contained in a written opinion of Bond Counsel. Thereafter the Project Fund shall be closed.

(d) Neither the Purchaser nor any other Registered Owner of the BAN shall be liable for the proper application of the proceeds thereof.

ARTICLE VI

REPRESENTATIONS AND COVENANTS OF THE COUNTY

Section 6.01 Representations of County.

The County represents and warrants that:

(a) The County is a body politic and corporate and a political subdivision of the State.

(b) The County has full power, authority and legal right under the Constitution and laws of the State, including the Act, to: (i) to issue the BAN and to use the proceeds thereof to defray the Cost of the Project; (ii) enact this Ordinance and execute and deliver the BAN; and (iii) perform and observe all of the County's obligations under this Ordinance and the BAN.

(c) The County has held a public hearing with respect to the issuance of the BAN and will duly authorize the issuance of the BAN by the enactment of this Ordinance.

(d) This Ordinance and the BAN constitute the legal, valid and binding obligations of the County.

(e) To the best of the County's knowledge, the execution and delivery of the BAN, the enactment of this Ordinance, and performance by the County of its obligations hereunder and thereunder, do not and will not: (i) conflict with, or result in the violation or breach of, or constitute a Default or Event of Default or require any consent under, or create any lien, charge or encumbrance under the provisions of (x) the Constitution of the State or any law, rule or regulation of any governmental authority, or (y) any agreement; (ii) call into question the creation, organization or existence of the County or its governing body or the power of the County to enter into the transactions contemplated hereby; or (iii) result in any suit, action or decree wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Ordinance and the BAN or any other agreement or instrument to which the County is a party.

(f) The Park Agreements are in full force and effect and are legal, valid and binding and enforceable against the County and each of the partner counties thereto.

Section 6.02 Pledge and Security Interest.

The BAN shall be payable from the proceeds of the Bond and shall be secured by a pledge of and lien upon all of the County's right, title and interest in the Pledged Revenues. Such pledge and lien shall be on a parity with the 2006 Bond. Said pledge, lien and security interest shall at no time be impaired directly or indirectly by the County, and, subject to the provisions of said Article VI, the County's right, title and interest in the Pledged Revenues shall not otherwise be pledged and, except as expressly provided herein, no person shall have any rights with respect thereto.

Section 6.03 Amendments to Park Agreements or this Ordinance.

For the term of the BAN or until otherwise paid, the County, without the prior written consent of the Registered Owner or as may otherwise be expressly provided herein, shall not agree to:

(i) amend, modify or terminate either of the Park Agreements;

(ii) a reduction in the rate or amount of fees in lieu of taxes otherwise currently payable by all fee (tax) payers whose properties are currently subject to the Park Agreements, so as to diminish the amount of FILOT Revenues otherwise receivable pursuant to the Park Agreements; provided, however, nothing herein shall be construed to limit the ability of the County to hereafter (a) add additional properties to either of the Park Agreements (“Additional Park Businesses”) or (b) provide any fee in lieu of tax incentives, including infrastructure credits, pursuant to the Act, (1) to any Additional Park Businesses or (2) with respect to additional investment made after such date by businesses currently subject to either of the Park Agreements; or

(iii) amend, modify or terminate this Ordinance, except as may be (a) required in accordance with the provisions of Section 6.01 hereof and (b) necessary in order to enable the County, at its discretion, to add any additional security to the pledge and lien securing the BAN (including without limitation Net FILOT Revenues receivable with respect to any joint county industrial or park agreement established by the County with a partner county pursuant to Section 4-1-170 of the Act, other than the agreements set forth in Exhibits A and B hereto).

ARTICLE VII

ADDITIONAL BONDS

Section 7.01 Additional Bonds.

Notwithstanding anything in this Ordinance to the contrary the County shall be hereafter entitled to issue from time to time, in addition to the 2006 Bond, additional bonds pursuant to the terms and conditions contained in the Ordinance authorizing the 2006 Bond. The BAN and the Bond are additional bonds as authorized in the Ordinance authorizing the 2006 Bond.

ARTICLE VIII

COMPLIANCE WITH REQUIREMENTS OF THE CODE

Section 8.01 General Covenant.

The County hereby represents and covenants that it will comply with all requirements of the Code, and that it will not take any action which will, or fail to take any action (including, without limitation, filing the required information report with the Internal Revenue Service) which failure will, cause interest on the BAN to become includable in the gross income of the Registered Owner for federal income tax purposes pursuant to the provisions of the Code and regulations promulgated thereunder in effect on the date of original issuance of the BAN. 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 BAN will be owned by the County or other political subdivisions for federal income tax purposes.

(b) The County is not a party to nor will it enter into any contracts with any entity for the use or management of any property financed or refinanced with the proceeds of the BAN that do not conform to the guidelines set forth in Revenue Procedure 97-13, 1997-1 C.B. 632, or any successor regulations or pronouncements of the United States Treasury Department.

(c) The BAN will not be federally guaranteed within the meaning of Section 149(b) of the Code. The County shall not enter into any leases or sales or service contracts with any federal government agency unless it obtains the opinion of Bond Counsel that such action will not adversely affect the tax exemption of the BAN.

Section 8.02 Arbitrage Covenant; Authorization to Execute Arbitrage and Tax Compliance Certificate.

(a) The County hereby covenants that no use of the proceeds of the BAN will be made which, if such use had been reasonably expected on the date of issue of the BAN, would have caused the BAN to be an issue of “arbitrage bonds,” as defined in the Code, and that it will comply with the requirements of Section 148 of the Code and Regulations with respect to the BAN.

(b) In order to comply with the requirements of paragraph (a) of this Section 8.02, the County further agrees to compute and, if applicable, pay arbitrage rebate required under Section 148(f) of the Code.

(c) Supplemental to the covenants of Section 8.01 hereof and in no way in limitation thereof, the Chairman or the Vice-Chairman of the Council, the Administrator, or any one of them, are hereby authorized and directed to execute, at or prior to delivery of the BAN an arbitrage and tax compliance certificate specifying actions taken or to be taken by the County, and the reasonable expectations of such officials, with respect to the BAN, the use of the proceeds thereof and the Project.

Section 8.03 Bank Qualification.

The Council has made the determination that the principal amount of the BAN, when added to the principal amount of the other tax-exempt obligations issued or expected to be issued by the County, or any issuer subordinate to the County, in calendar year 2007 (excluding private activity bonds except “501(c)(3)” bonds), will not exceed $10,000,000. Accordingly, the BAN is hereby designated as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3)(B) of the Code.

ARTICLE IX

DEFAULTS AND REMEDIES

Section 9.01 Events of Default; Acceleration; Waiver.

Each of the following events is hereby declared an Event of Default:

(i) default shall be made in the due and punctual payment of the principal of the BAN; or

(ii) default shall be made in the due and punctual payment of the interest on the BAN; or

(iii) the County shall fail duly and punctually to perform any covenant, condition, agreement or provision contained in this Ordinance on the part of the County to be performed, other than as referred to in the subsections (i) and (ii) of this Section 9.01, which failure shall continue for a period of 30 days after written notice by the Registered Owner specifying such failure and requesting that it be remedied is given to the County by first-class mail, unless the Registered Owner shall agree in writing to an extension of time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Registered Owner shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the County within the applicable period and diligently pursued until the Default is corrected; or

(iv) any representation or warranty made by the County under this Ordinance or any documents or information delivered to any Registered Owner was, when made, untrue or materially misleading; or

(v) the County shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of the County or any of their respective properties or assets, (ii) fail or admit in writing the inability of the County to pay the County's debts generally as they become due, (iii) make a general assignment for the benefit of its creditors or have an order for relief entered against the County in any proceeding under the federal bankruptcy code or (iv) file a voluntary petition in bankruptcy, or a petition or an answer seeking an arrangement with creditors, or take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute or an answer admitting the material allegations of a petition filed against the County in any proceeding under any such law, or if corporate action should be taken by the County for the purpose of effecting any of the foregoing.

Section 9.02 Legal Proceedings by the Purchaser.

Upon the happening and continuance of any Event of Default, then and in every such case the Registered Owner in its discretion may:

(a) accelerate all amounts due on the BAN;

(b) by mandamus, or other suit, action or proceeding at law or in equity, enforce all of its rights and require the County to carry out any agreements with or for its benefit and to perform its or their duties under the Act and this Ordinance;

(d) by action or suit in equity require the County to account for the Pledged Revenues as if it were the trustee of an express trust for the Registered Owner; or

(e) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of its rights.

Section 9.03 Remedies Not Exclusive.

No remedy in this Ordinance conferred upon or reserved to the Purchaser or to the Registered Owner of the BAN is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Ordinance or now or hereafter existing at law or in equity or by statute.

Section 9.04 Nonwaiver.

No delay or omission of the Purchaser or of the Registered Owner of the BAN to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default, or an acquiescence therein.

Section 9.05 Application of Moneys Upon Event of Default.

Any moneys received by the Registered Owner upon enforcement of its rights hereunder shall be applied as follows: first, to the reasonable costs associated with such enforcement proceedings and second, to the amounts due under the BAN in such order as elected by the Registered Owner.

Section 9.06 Rate Adjustment Event.

(a) In the event that the BAN is subsequently determined not to be a “qualified tax-exempt obligation” under Section 265(b)(3) of the Code, the Interest Rate on the BAN shall be reset to 4.50% per annum retroactive to the date of issuance.

ARTICLE X

MISCELLANEOUS

Section 10.01 State Law Continuing Disclosure; Remedies.

(a) The County covenants to comply with the requirements of Section 11-1-85 of the South Carolina Code of Laws 1976, as amended, by filing with a central repository for availability in the secondary bond market when requested:

(i) an annual independent audit, within thirty (30) days of the County's receipt of the audit; and

(ii) event specific information within thirty (30) days of an event adversely affecting more than five percent of the Net FILOT Revenues.

(b) The County specifically reserves the right to amend the above covenant in order to reflect any applicable change, or repeal, in law, including without limitation said Section 11-1-85, without the consent of the Registered Owner of the BAN.

(c) The only remedy for failure by the County to comply with the covenants set forth in Section 10.01(a) above shall be an action for specific performance of such covenants; and failure to comply with such covenants shall not constitute a Default or an Event of Default under this Ordinance. However, any Registered Owner may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the County to comply with its obligations under this Section 10.01.

Section 10.02 Severability.

If any one or more of the covenants or agreements provided in this Ordinance on the part of the County or any fiduciary to be performed 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.

DONE, RATIFIED AND ENACTED this 3^rd day of October, 2007.

NEWBERRY COUNTY , SOUTH CAROLINA

(SEAL)

Henry B. Summer, Chairman,

County Council of Newberry County, South Carolina

ATTEST:

Susan C. Fellers, Clerk to County Council

Newberry County, South Carolina

First Reading: July 11, 2007

Second Reading: September 19, 2007

Public Hearing: October 3, 2007

Third Reading: October 3, 2007

Reviewed and approved as to form:

_______________________________________

Gary T. Pope, County Attorney

_______________________________________

Wayne Adams, County Administrator

EXHIBIT A

FORM OF NOTE

UNITED STATES OF AMERICA

STATE OF SOUTH CAROLINA

NEWBERRY COUNTY

SPECIAL SOURCE REVENUE BOND ANTICIPATION NOTE, SERIES 2007

$________

FOR VALUE RECEIVED, Newberry County, South Carolina (the "County"), hereby promises to pay to Branch Banking and Trust Company in Charlotte, North Carolina (the "Bank"), its successor and assigns, the principal sum of ______________________ ($_________) as having been paid to the County by the Bank. Interest shall accrue from ___________, 2007, at the rate of 3.73% per annum until payment in full. Interest shall be computed on a 30-day month, 360-day year basis. Both the principal of and interest on this Note are payable on ____________, 2008, upon presentation and surrender of this Note at the principal office of the Bank. The principal of and interest on this Note are payable in any coin or currency of the United States of America which is, at the time of payment, legal tender for public and private debts.

The County shall have the option to prepay this Note in full or in part at any time prior to its maturity without penalty.

In the event that this Note is subsequently determined not to be a “qualified tax-exempt obligation” under Section 265(b)(3) of the Code, the Interest Rate on this Note shall be reset to 4.50% retroactive to the date of issuance.

If principal or interest is not paid on or before its due date, such unpaid installment shall bear interest from its due date until fully paid at the rate hereunder.

Interest on this Note is payable by check or draft or wire transfer of collected funds of the United States of America, which at the respective times of payment is legal tender for the payment of public and private debts. The final installment of the principal of and interest on this Note shall be paid upon presentation and surrender hereof to the County, at the office of the County Treasurer or at such other address designated by such Note Register pursuant to the terms of the Ordinance (hereinafter defined). All other installments of principal and interest hereon shall be paid by check or draft (via first class mail) or wire transfer of collected funds to the registered owner at his address last appearing on the Note Register (hereinafter defined).

This Note is issued by the County for the purpose of defraying costs related to the Projects, as defined in the Ordinance and paying costs of issuance hereof. This Note is authorized to be issued and is issued under, pursuant to and in full compliance with the Constitution and statutes of the State of South Carolina, including particularly Section 4-1-175 and Section 11-17-10 et seq., Code of Laws of South Carolina 1976, as amended. This Note is also authorized to be issued and is issued under and pursuant to an Ordinance of the County Council of Newberry County duly enacted on ___________, 2007 (the “Ordinance”).

The Ordinance contains provisions defining terms, including the properties comprising the Projects to be financed with the proceeds of this Note; sets forth the revenues pledged for the payment of the principal of and interest on this Note; sets forth the nature, extent and manner of enforcement of the security of this Note and of such pledge, and the relative rights and remedies of the registered owner thereof with respect thereto; sets forth the terms and conditions upon which this Note is issued and sets forth the rights, duties and obligations of the County thereunder. Reference is hereby made to the Ordinance for all of the provisions of which any registered owner of this Note by the acceptance hereof thereby assents. The provisions of the Act and the Ordinance shall be a contract with the registered owner of this Note.

This Note and the interest thereon are special obligations of the County payable solely from, and secured equally and ratably by a pledge of and lien upon, the Pledged Revenues (as such term is defined in the Ordinance) derived by the County under the Ordinance which are pledged to the payment thereof. THIS NOTE, INCLUDING INTEREST THEREON, IS PAYABLE SOLELY FROM THE PLEDGED REVENUES HERETOFORE MENTIONED AND THE COUNTY IS UNDER NO OBLIGATION TO PAY THE SAME EXCEPT FROM SUCH SOURCES. THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE COUNTY, NOR A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE COUNTY, OR ON ANY INCOME, RECEIPTS OR REVENUES THEREOF, OTHER THAN THE AFORESAID PLEDGED REVENUES PLEDGED THERETO. NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THIS NOTE OR THE INTEREST THEREON AGAINST THE GENERAL FUND OF THE COUNTY AND NEITHER THE CREDIT NOR THE TAXING POWER OF THE COUNTY SHALL BE DEEMED TO BE PLEDGED THERETO. THE FULL FAITH, CREDIT AND TAXING POWERS OF THE COUNTY ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE.

This Note is transferable, as provided in the Ordinance, only upon the books of the County kept for that purpose at the principal office of the Registrar (as defined in the Ordinance) by the registered owner in person or by his duly authorized attorney upon surrender of this Note together with a written instrument of transfer satisfactory to the Note Registrar duly executed by the registered owner or his duly authorized attorney. Thereupon a new fully registered Note shall be issued to the transferee in exchange therefore as provided in the Ordinance. The County and the Note registrar may deem and treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal or redemption, premium, if any, hereof and interest due hereon and for all other purposes.

If any payment of principal of or interest on this Note falls due on a day which is not a Saturday or Sunday or legal holiday or a day on which banking institutions in the State of South Carolina are authorized or required by law to close (a “Business Day”), then such due date shall be extended to the next succeeding Business Day, and interest shall be payable in respect of such extension.

Under the laws of the State of South Carolina, the principal of, premium, if any and interest on this Note are exempt from any and all State, county, municipal and other taxation under the laws of the State of South Carolina except estate and transfer taxes and certain franchise fees.

Any registered owner of this Note shall have the right to institute any suit, action or proceeding for the enforcement of the Ordinance or this Note as provided in the Ordinance. In certain events, on the conditions, in the manner and with the effect set forth in the Ordinance, the outstanding principal balance of this Note may be declared due and payable before the stated maturity thereof, together with interest accrued hereon.

It is hereby certified, recited and declared that all acts, conditions and things required by the Constitution and statutes of the State to exist, to happen and to be performed precedent to and in the issuance of the Note, do exist, have happened, and have been performed in due time, form and manner as required by law; that this Note does not exceed any constitutional or statutory limitation of indebtedness; and that provision has been made for the payment of the principal of and interest on this Note, as provided in the Ordinance.

IN WITNESS WHEREOF, Newberry County, South Carolina, has caused this Note to be executed in its name by the manual signature of the Chairman of the County Council and attested by the manual signature of its Clerk to County Council under the seal of the County impressed, imprinted or reproduced hereon, all as of the ____ day of ______________, 2007.

NEWBERRY COUNTY, SOUTH CAROLINA

________________________________________

Chairman of the County Council

Newberry County, South Carolina

(SEAL)

ATTEST:

__________________________________

Clerk to County Council

Newberry County, South Carolina

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