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HomeMy WebLinkAbout2016-11-15AGENDA Nantucket Land Bank Commission Special Meeting of November 15, 2016 Land Bank Conference Room, 22 Broad Street Nantucket, Massachusetts CALL TO ORDER: 3:00 P.M. A. CONVENE IN OPEN SESSION 1. FINANCIAL BUSINESS :u 3 2: 5 1. 2007A Bond Refunding — Vote to adopt a resolution (i) authorizing and directing the issuance, sale and delivery of 2016 Series A Refunding Bonds (Full Faith and Credit Issue) and (2) authorizing the execution and delivery of a Supplemental Trust Agreement relating to such 2016 Series A Refunding Bonds and other actions. ADJOURNMENT DOCUMENTS AND EXHIBITS Nantucket Land Bank Commission Special Meeting of November 15, 2016 1. Commission Resolution 2. Supplemental Trust Agreement MINUTES Nantucket Land Bank Commission Special Meeting of November 15, 2016 Land Bank Meeting Room, 22 Broad Street Nantucket, Massachusetts CALL TO ORDER: 3:00 p.m. PRESENT: Richard Glidden, Allen Reinhard, John Stackpole. ABSENT: Robert Gardner, Neil Paterson. STAFF PRESENT: Eric Savetsky, Executive Director; Susan Campese, Administrator/Finance Manager. I. CONVENE IN OPEN SESSION A. FINANCIAL BUSINESS: 1. 2007A Bond Refunding — Vote to adopt a resolution (i) authorizing and directing the issuance, sale and delivery of 2016 Series A Refunding Bonds (Full Faith and Credit Issue) and (2) authorizing the execution and delivery of a Supplemental Trust Agreement relating to such 2016 Series A Refunding Bonds and other actions. Upon a motion made by Commissioner Glidden and duly seconded by Commissioner Stackpole, the Nantucket Islands Land Bank Commission unanimously VOTED to adopt the following: RESOLUTION (1) AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF 2016 SERIES A REFUNDING BONDS (FULL FAITH AND CREDIT ISSUE) AND (2) AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENTAL TRUST AGREEMENT RELATING TO SUCH 2016 SERIES A REFUNDING BONDS AND OTHER ACTION WHEREAS, the Nantucket Islands Land Bank (the "Land Bank ") a body politic and corporate and a public instrumentality established under Chapter 669 of the Massachusetts Acts of 1983, as amended (the "Act "), is authorized and empowered under the Act to issue its bonds and notes for the purpose of acquiring, holding and managing land and interests in land or to purchase, refund or renew bonds or notes previously issued, and to enter into any agreements necessary to effectuate and to secure any bonds or notes issued by it; and WHEREAS, agreements entered into by the Land Bank to secure its bonds or notes may pledge or assign, in whole or in part, the revenues and other money held or to be received by the Land Bank and may provide, among other things, for the establishment of special funds and reserves; WHEREAS, pursuant to the Act, the Nantucket Islands Land Bank Commission (the "Commission ") authorized the issuance of Series A Bonds (Full Faith and Credit Issue) (the "2007 Series A Bonds ") upon such terms and conditions as are contained in a Trust Agreement dated as of December 1, 2007 which was later amended and supplemented by the Supplemental Land Bank Commission November 15, 2016 Page 2 Trust Agreement dated as of March 13, 2009, and further supplemented by the Supplemental Trust Agreement dated February 23, 2012 (the "2007 Trust Agreement'), each among the Land Bank, the Town of Nantucket, Massachusetts (the "Town ") and U.S. Bank National Association as the Trustee (the "Trustee "); and WHEREAS, the Commission hereby finds that it is in the best interest of and financially advantageous to the Land Bank to refund all of the 2007 Series A Bonds maturing on and after December 1, 2018 in the aggregate amount of $9,225,000 and, in order to finance the costs thereof, including costs incidental thereto and the financing thereof, to issue bonds to FTN Financial Capital Markets (the "Purchaser ") in the aggregate principal amount of $8,995,000; NOW, THEREFORE, BE IT RESOLVED by the Nantucket Islands Land Bank Commission that: SECTION 1. Pursuant to the Act, the Commission hereby authorizes the issuance of $8,995,000 2016 Series A Refunding Bonds (Full Faith and Credit Issue) (the "Bonds "), as Additional Bonds pursuant to the 2007 Trust Agreement upon such terms and conditions as are set forth below and as further contained in the 2007 Trust Agreement, as amended and supplemented by the Supplemental Trust Agreement to be dated as of December 15, 2016 among the Land Bank, the Town and the Trustee (the "Supplemental Trust Agreement', and together with the 2007 Trust Agreement, the "Trust Agreement'). SECTION 2. Pursuant to the Act, the Land Bank shall issue, sell and deliver the Bonds for the purpose of refunding all of the 2007 Series A Bonds maturing on and after December 1, 2018 in the aggregate principal amount of $9,225,000, and the payment of the costs of issuance of the Bonds. The Bonds shall be executed by the Chairman or the Vice Chairman of the Commission, shall be dated December 15, 2016, and shall otherwise have the terms and be substantially in the forms set forth in the Trust Agreement, with such variations, omissions or insertions as are permitted or required hereby or thereby; provided that the maturities, mandatory redemption amounts (if any), interest rates, redemption prices (if any), and terms of the Bonds shall be as set forth in the Official Statement dated November 15, 2016 and shown in Exhibit A to this resolution. SECTION 3. The sale of the Bonds to the Purchaser at a price of $9,661,217.42 is hereby ratified and approved. The distribution of a Preliminary Official Statement dated November 8, 2016 relating to the Bonds and filed with the minutes of this meeting, is hereby ratified, confirmed and approved, and the distribution of an Official Statement dated November 15, 2016 relating to the Bonds substantially in the form submitted to and filed with the records of this meeting, with such insertions and changes as such Chairman or Vice Chairman may approve, is hereby approved. SECTION 4. The Chairman or the Vice Chairman of the Commission is authorized to execute and deliver the Supplemental Trust Agreement dated as of December 15, 2016, and which Supplemental Trust Agreement shall be in substantially the form submitted to and filed with the records of this meeting, subject to such changes, insertions or omissions as such Chairman or Vice Chairman may approve, and the execution thereof shall be conclusive evidence of such approval. A) Land Bank Commission November 15, 2016 Page 3 SECTION 5. In addition to the Supplemental Trust Agreement, a refunding escrow agreement and other documents to be executed in connection with the issuance of the Bonds and the refunding of all of the 2007 Series A Bonds maturing on and after December 1, 2018, the Chairman or the Vice Chairman of the Commission is authorized to execute and deliver a Amended and Restated Agreement as to Working Capital Reserve Account between the Land Bank and the Town of Nantucket, to be dated as of December 15, 2016, which agreement will amend, restate and replace, in part, the Amended and Restated Agreement as to Working Capital Reserve Account between the Land Bank and Town of Nantucket, dated as of February 23, 2012, which agreement amended, restated and replaced, in part, the Amended and Restated Agreement as to Working Capital Reserve Account between the Land Bank and the Town of Nantucket, dated as of March 13, 2009, which agreement amended, restated and replaced, the Amended and Restated Agreement as to working Capital Reserve Account between the Land Bank and the Town of Nantucket, dated as of December 19, 2007, and which agreement shall be substantially in the form submitted to and filed with the records of this meeting, subject to such changes, insertions or omissions as the Chairman or Vice Chairman may approve, and the execution thereof shall be conclusive evidence of such approval. SECTION 6. The Commission hereby determines in accordance with Section 502A of the Trust Agreement that the amount currently on deposit in the Series A Debt Service Reserve Fund (as defined in the Trust Agreement) that is greater than the Series A Debt Service Reserve Fund Requirement (as defined in the Trust Agreement) is reasonably required. SECTION 7. The Chairman or the Vice Chairman of the Commission is authorized to covenant, on behalf of the Land Bank, that the Land Bank will pay any arbitrage rebate due to the United States in connection with the issuance of Bonds and that the Land Bank will take all lawful actions necessary to comply with all requirements of the Internal Revenue Code of 1986 relating to the use, expenditure and investment of the proceeds of the Bonds that must be satisfied subsequent to the issuance of the Bonds in order that interest on the Bonds be or continue to be excluded from gross income for federal income tax purposes and refrain from taking any actions that would cause interest on the Bonds to become included in gross income for federal income tax purposes. SECTION 8. The Director or Administrator of the Land Bank are authorized and directed to establish post issuance federal tax compliance procedures in such form as the Director or Administrator and bond counsel deem sufficient, or if such procedures are currently in place, to review and update said procedures, in order to monitor and maintain the tax - exempt status of the Bonds. SECTION 9. Each of the officers, Commissioners and agents of the Land Bank and the Commission is to do all acts and things required of them by the provisions of the Bonds and the Trust Agreement for the full, punctual and complete performance and observance of all of the terms, covenants, provisions and agreements therein to be performed or observed by the Land Bank and the Commission and also to do all acts and things necessary, desirable, or proper in connection with the execution and delivery of the Trust Agreement and the Bonds or otherwise required or appropriate to carry into effect the provisions of this resolution and the matters hereby authorized, and any such actions hereby taken for such purposes by any officer, Commissioner or agent of the Land Bank and the Commission are hereby ratified and confirmed. 9 Land Bank Commission Page 4 November 15, 2016 EXHIBIT A $8,995,000 Nantucket Islands Land Bank 2016 Series A Refunding Bonds (Full Faith and Credit Issue) 1. Date of the Bonds — December 15, 2016 2. Date of maturities — December 1 3. Years of maturities, principal amounts, and interest rates: Year of Principal Interest Year of Principal Interest Maturity Amount Rate Maturity Amount Rate 2018 $750,000 3.00% 2023 $ 910,000 3.00% 2019 790,000 3.00 2024 945,000 3.00 2020 820,000 3.00 2025 980,000 3.00 2021 855,000 3.00 2026 1,005,000 3.00 2022 890,000 3.00 2027 1,050,000 3.00 4. Optional redemption — The 2016 Series A Refunding Bonds shall not be subject to redemption prior to maturity. 4 Land Bank Commission November 15, 2016 ADJOURNMENT: Upon a Commissioner Glidden, it was VO Attested to: Richard J. Page 5 P6 made by Commissioner Stackpole and duly seconded by to adjourn at 3:08 p.m. Accepted, Approved, and Released by the VOTE o� the Commission this 22nd day of November, 2016. 0. SUPPLEMENTAL TRUST AGREEMENT Dated as of December 15, 2016 among THE NANTUCKET ISLANDS LAND BANK And TOWN OF NANTUCKET, MASSACHUSETTS M.'s kI U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE Providing for the Issuance of Nantucket Islands Land Bank 2016 Series A Refunding Bonds (Full Faith and Credit Issue) SUPPLEMENTAL TRUST AGREEMENT This Supplemental Trust Agreement (the "Supplemental Trust Agreement ") is made as of December 15, 2016, among the Nantucket Islands Land Bank (the "Issuer "), a body politic and corporate and a public instrumentality of The Commonwealth of Massachusetts duly organized and existing pursuant to Chapter 669 of the Acts of 1983, as amended (the "Enabling Act "), the Town of Nantucket, Massachusetts (the "Town "), and U.S. Bank National Association, authorized to execute trusts of the character herein set out, with its corporate office in Boston, Massachusetts, as Trustee (the "Trustee "). The Supplemental Trust Agreement is being entered into for the purpose of supplementing the Trust Agreement dated as of December 1, 2007 among the Issuer, the Town and the Trustee (the "2007 Trust Agreement ", as amended and supplemented by the Supplemental Trust Agreement dated March 13, 2009 among the Issuer, the Town and the Trustee (the "2009 Supplemental Trust Agreement "), and as further supplemented by the Supplemental Trust Agreement dated February 23, 2012 among the Issuer, the Town and the Trust (the "2012 Supplemental Trust Agreement," and collectively with the 2007 Supplemental Trust Agreement, the 2009 Supplemental Trust Agreement and the Supplemental Trust Agreement, the "Trust Agreement "). The Town is a party to the Trust Agreement only for the purposes described in Sections 102, 503 and 805 of the 2007 Trust Agreement. RECITALS The Issuer has duly determined to issue one series of bonds, to be designated "2016 Series A Refunding Bonds (Full Faith and Credit Issue)" (the "2016 Series A Refunding Bonds "). The Issuer has further determined to issue the 2016 Series A Refunding Bonds as Additional Bonds pursuant to the Trust Agreement. The proceeds of the 2016 Series A Refunding Bonds will be used by the Issuer for the purpose of refunding all the Issuer's $15,095,000 2007 Series A Bonds (Full Faith and Credit Issue) maturing on and after December 1, 2018 in the aggregate principal amount of $9,225,000 (the "2007 Bonds "). The 2016 Series A Refunding Bonds and the obligations of the Issuer hereunder with respect to such Bonds will be secured by a first priority security interest in the Pledged Receipts granted by the Issuer pursuant to the Trust Agreement. The 2016 Series A Refunding Bonds will also be guaranteed by a pledge of the full faith and credit of the Town pursuant to the Trust Agreement. The first priority security interest in the Pledged Receipts securing the 2016 Series A Refunding Bonds will be on a parity with the security interest in the Pledged Receipts securing any other Series A Bonds issued pursuant to the Trust Agreement. Upon issue of the 2016 Series A Refunding Bonds the only other Series A Bonds Outstanding under the Trust Agreement will be (i) 2007 Series A Bonds maturing on December 1, 2017 in the amount of $715,000, (ii) the 2009 Series A Refunding Bonds currently outstanding in the aggregate principal amount of $4,675,000, and (iii) 2012 Series A Bonds currently outstanding in the amount of $5,645,000. All things necessary to make the 2016 Series A Refunding Bonds, when authenticated, the binding, limited obligations of the Issuer and the binding, general obligations of the Town to the extent provided under the Trust Agreement, and to create a valid lien and pledge as provided have been accomplished; and the execution and delivery of this Supplemental Trust Agreement and the issuance of the 2016 Series A Refunding Bonds have been duly authorized. -1- In consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree, covenant, grant, pledge, represent and warrant as follows (it being understood and agreed that in the performance of the agreements of the Issuer herein contained, any obligation it may incur for the payment of money shall not be a general debt on its part or a charge against its general credit but shall be payable solely from the Pledged Receipts): ARTICLE I. Introduction and Definitions Section 101. Description of Instrument and Parties. This Supplemental Trust Agreement is entered into as of December 15, 2016, by and among the Issuer, the Town and the Trustee. This Supplemental Trust Agreement further supplements the 2007 Trust Agreement as amended and supplemented by the 2009 Supplemental Trust Agreement and as supplemented by the 2012 Supplemental Trust Agreement, which 2007 Trust Agreement provided for the issuance of Series A Bonds, and also provided for the issuance of $15,095,007 2007 Series A Bonds, which 2009 Supplemental Trust Agreement provided for the issuance of $13,175,000 2009 Series A Refunding Bonds as Additional Bonds under the 2007 Trust Agreement, and which 2012 Supplemental Trust Agreement provided for the issuance of $6,725,000 2012 Series A Bonds as Additional Bonds under the 2007 Trust Agreement. As permitted by Section 303 of the 2007 Trust Agreement, this Supplemental Trust Agreement provides for the issuance of $8,995,000 2016 Series A Refunding Bonds as Additional Bonds under the 2007 Trust Agreement to refund all the 2007 Series A Bonds maturing on and after December 1, 2018 in the principal amount of $9,225,000 upon the terms set forth in the 2007 Trust Agreement. The 2007 Trust Agreement permits the 2016 Series A Refunding Bonds to be secured on a parity with any other Series A Bonds as to the security interest granted in the Pledged Receipts of the Issuer. The 2007 Trust Agreement also permits the 2016 Series A Refunding Bonds to be Additional Bonds under Section 303 of the 2007 Trust Agreement upon compliance with the applicable conditions of that section. The 2007 Trust Agreement also permits the 2016 Series A Refunding Bonds to be guaranteed by a pledge of the full faith and credit of the Town, as more fully described under Sections 102 and 805 of the 2007 Trust Agreement. The Issuer, the Town and the Trustee hereby acknowledge that the 2016 Series A Refunding Bonds are Additional Bonds and are secured on a parity with any other Series A Bonds as to the security interest granted in the Pledged Receipts of the Issuer under Section 101 of the 2007 Trust Agreement. The owners of the 2016 Series A Refunding Bonds will receive the benefit of all funds established under the 2007 Trust Agreement. The owners of the 2016 Series A Refunding Bonds will also receive the benefit of all covenants and Additional Bonds requirements set forth under the 2007 Trust Agreement. Section 102. Definitions and Interpretations. (a) Use of "Here" as Prefix. In the 2007 Trust Agreement, words such as "hereby ", "herein ", "hereof', "hereunder" or other such words in which "here" is used as a prefix shall refer to the Trust Agreement unless the context otherwise requires. -2- (b) Terms. Unless otherwise defined in this Supplemental Trust Agreement, or unless the context otherwise requires, the terms defined in the 2007 Trust Agreement shall have the same meanings in this Supplemental Trust Agreement. (c) Definition of Terms. The following terms have the following meanings in this Supplemental Trust Agreement unless the context otherwise requires: "2007 Series A Bonds" means the $15,095,007 Series A Bonds (Full Faith and Credit), dated December 1, 2007, issued pursuant to the 2007 Trust Agreement. "2007 Trust Agreement" means the Trust Agreement dated as of December 1, 2007 among the Issuer, the Town and the Trustee. "2009 Series A Refunding Bonds" means the $13,175,000 Series A Refunding Bonds (Full Faith and Credit Issue), dated March 13, 2009, issued pursuant to the 2009 Supplemental Trust Agreement. "2009 Supplemental Trust Agreement" means the Supplemental Trust Agreement dated as of March 13, 2009 among the Issuer, the Town and the Trustee. "2012 Series A Bonds" means the $6,725,000 2012 Series A Bonds (Full Faith and Credit Issue), dated February 23, 2012, issued pursuant to Section 201 of the 2012 Supplemental Trust Agreement. "2012 Supplemental Trust Agreement" means the Supplemental Trust Agreement dated as of February 23, 2012 among the Issuer, the Town and the Trustee. "2016 Series A Refunding Bonds" means the $8,995,000 2016 Series A Refunding Bonds (Full Faith and Credit Issue), dated December 15, 2016, issued pursuant to Section 201 of this Supplemental Trust Agreement. "2016 Series A Bondholder" means, as of anytime, any registered owner of the 2016 Series A Refunding Bonds as shown in the register kept by the Trustees as bond register. "Bond Counsel" means Locke Lord LLP or any other attorney at law or a firm of attorneys mutually acceptable to the Trustee and the Issuer of nationally recognized standing in matters pertaining to the tax - exempt nature of interest on bonds issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any state of the United States of America. "Supplemental Trust Agreement" means this Supplemental Trust Agreement dated as of December 15, 2016 among the Issuer, the Town and the Trustee. "Trust Agreement" means the 2007 Trust Agreement, as amended and supplemented by the 2009 Supplemental Trust Agreement, as supplemented by the 2012 Supplemental Trust Agreement, and as further supplemented by this Supplemental Trust Agreement. "Trustee" means U.S. Bank National Association or its successor -3- Any reference in this Supplemental Trust Agreement to the Issuer, the Trustee or the Town shall include those which succeed to their functions, duties or responsibilities pursuant to or by operation of law or which are lawfully performing their functions. Any reference in this Supplemental Trust Agreement to any statute or law or chapter or section thereof shall include all amendments, supplements or successor provisions thereto. ARTICLE II. The 2016 Series A Refunding Bonds Section 201. Issuance of 2016 Series A Refunding Bonds. The 2016 Series A Refunding Bonds shall be issued in fully registered form in denominations of $5,000 or integral multiples thereof, and shall be issued by means of a book -entry system as described below. The Bonds issued hereunder shall be designated "Nantucket Islands Land Bank 2016 Series A Refunding Bonds (Full Faith and Credit Issue) ". The 2016 Series A Refunding Bonds shall be substantially in the form set forth in Exhibit A with such variations, omissions and insertions as are permitted or required hereby. The 2016 Series A Refunding Bonds shall be dated, shall bear interest, shall mature, shall be redeemable and shall be issued pursuant to such other terms as provided for by the resolution of the Issuer authorizing this Supplemental Trust Agreement, and as more fully described in the 2016 Series A Refunding Bond form attached as Exhibit A and in the schedule of certain terms attached as Exhibit B. Section 202. Book -Entry System. The 2016 Series A Bonds will be issued by means of a book -entry system, with bond certificates immobilized at The Depository Trust Company ( "DTC "). Transfer of ownership of the 2016 Series A Refunding Bonds, if and for as long as DTC acts as securities depository therefor, shall be made only through DTC and its participants in accordance with the rules and regulations specified by DTC. Notwithstanding anything in this Agreement to the contrary, if and for as long as DTC acts as securities depository therefor, notices of prepayment of the 2016 Series A Refunding Bonds or any portion thereof shall be sent to DTC by first class mail not less than thirty days nor more than sixty days prior to the date fixed for redemption. In the event that (a) DTC determines not to continue to act as securities depository therefor or (b) the Issuer determines that continuation of the book -entry system of evidence and transfer of ownership of the 2016 Series A Refunding Bonds would adversely affect the interest of the beneficial owners of such 2016 Series A Refunding Bonds, the Issuer will discontinue the book -entry system with DTC. If the Issuer fails to identify another qualified depository to replace DTC, the Trustee will authenticate and deliver replacement 2016 Series A Refunding Bonds in the form of fully registered certificates. The Issuer is hereby authorized to make such representations and enter into such agreements as it deems necessary and appropriate in furtherance of the provisions of this section. Section 203. Delivery of Materials Pursuant to Section 303 of the 2007 Trust Agreement. Prior to delivery by the Trustee of the 2016 Series A Refunding Bonds, there shall be filed with the Trustee all of the materials required under Section 303 of the 2007 Trust Agreement. ARTICLE III. Prepayment of 2016 Series A Refunding Bonds before Maturity Section 301. No Prepayment of Principal. The 2016 Series A Refunding Bonds are not subject to prepayment prior to maturity. ARTICLE IV. Rebate Section 401. Rebate. The Issuer hereby covenants to pay any amount due under Section 148(f) of the Internal Revenue Code of 1986 as amended. ARTICLE V. Representations and Agreements of Issuer Section 501. Reaffirmation of the Issuer's Representations and Agreements. The Issuer hereby confirms as of the date hereof and the date of original delivery of the 2016 Series A Refunding Bonds the representations, warranties and agreements made in Article 6 of the 2007 Trust Agreement as such representations, warranties and agreements relate to the 2016 Series A Refunding Bonds and the Trust Agreement. Section 502. Debt Service Reserve Fund. Pursuant to Section 502A of the 2007 Trust Agreement, the amount of the Series A Debt Service Reserve Fund Requirement will be recalculated upon the issuance of Additional Bonds. The 2016 Series A Refunding Bonds are Additional Bonds as defined in the 2007 Trust Agreement. Accordingly, upon the issuance of the 2016 Series A Refunding Bonds on December 15, 2016, the Series A Debt Service Reserve Fund Requirement is recalculated to be $2,767,778.75. ARTICLE VI. Continuing Disclosure Section 601. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate applicable to it and this Section 601 of this Supplemental Trust Agreement. Notwithstanding any other provisions of this Trust Agreement, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee, at the request of the owners of at least 25% aggregate principal amount of Outstanding Bonds, shall, or any owner (including a beneficial owner) of the Bonds, may seek specific performance of the Issuer's obligations to comply with the Continuing Disclosure Certificate and not for money damages in any amount. -5- ARTICLE VII. Amendment of Supplemental Trust Agreement Section 701. Amendments to Supplemental Trust Agreement Not Requiring Consent of 2016 Series A Bondholders. The parties may, without the consent of, or notice to, any of the 2016 Series A Bondholders, enter into agreements supplemental to this Supplemental Trust Agreement and financing statements or other instruments evidencing the existence of a lien as shall not, in their opinion, be inconsistent with the terms and provisions hereof for any one or more of the following purposes: (a) To cure any ambiguity, inconsistency or formal defect or omission in this Supplemental Trust Agreement; (b) to amend this Supplemental Trust Agreement to comply with the terms of the 2007 Trust Agreement, including to comply with the requirements of Section 303 of the 2007 Trust Agreement; and (c) To effect any other change in this Supplemental Trust Agreement which, in the judgment of the Trustee and Bond Counsel, is not to the prejudice of the Trustee or the holders of the 2016 Series A Refunding Bonds. Section 702. Amendments to Supplemental Agreement Requiring Consent of 2016 Series A Bondholders. With the written approval of all 2016 Series A Bondholders, the parties may execute and deliver supplemental agreements or waivers for the purpose of modifying, altering, amending, adding to or rescinding or waiving (generally or in a particular circumstance) any terms or provisions contained in this Supplemental Trust Agreement or in any 2016 Series A Refunding Bond. ARTICLE VIII. Miscellaneous Section 801. Severability. In the event that any provision of this Supplemental Trust Agreement shall be held to be invalid in any circumstance, such invalidity shall not affect any other provision or circumstance. Section 802. Captions; Index. The captions, headings and index in this Supplemental Trust Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Supplemental Trust Agreement. Section 803. Counterparts. This Supplemental Trust Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute but one and the same indenture. Section 804. Governing Law; Sealed Instrument. The validity and interpretation of this Supplemental Trust Agreement and the 2016 Series A Refunding Bonds shall be governed by the M laws of The Commonwealth of Massachusetts. It is intended that this Supplemental Trust Agreement shall have the effect of a sealed instrument. Section 805. Agreements to Constitute Covenants. Words of agreement and promises shall also constitute covenants. [The balance of this page is intentionally left blank.] -7- IN WITNESS WHEREOF, the Issuer has caused this Supplemental Trust Agreement to be executed and delivered in its name and behalf by its Chairman or Vice Chairman, the Town has caused this Supplemental Trust Agreement to be executed and delivered by its Finance Director or Treasurer, and to evidence its acceptance of the trusts hereby created, the Trustee has caused this Supplemental Trust Agreement to be duly executed in its name and behalf by a Vice President or Trust Officer all as of the date appearing on the first page hereof. Attest: Secretary Attest: NANTUCKET ISLANDS LAND BANK Title: TOWN OF NANTUCKET By: Town Clerk Title: (Town Seal) U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: Title: -1- EXHIBIT A [Form of 2016 Series A Refunding Bond] UNITED STATES OF AMERICA THE COMMONWEALTH OF MASSACHUSETTS NANTUCKET ISLANDS LAND BANK 2016 SERIES A REFUNDING BOND (FULL FAITH AND CREDIT ISSUE) ORIGINAL ISSUE DATE: DATE OF REGISTRATION: MATURITY DATE: INTEREST RATE: INTEREST PAYMENT DATES: June 1 and December 1 (commencing June 1, 2017) CUSIP NUMBER: 630187 PRINCIPAL AMOUNT: THIS 2016 SERIES A REFUNDING BOND DOES NOT CONSTITUTE A GENERAL OBLIGATION OF THE ISSUER OR A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE COUNTY OF NANTUCKET OR THE COMMONWEALTH OF MASSACHUSETTS OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE TOWN OF NANTUCKET BUT IS PAYABLE ONLY FROM THE FUNDS AND REVENUES PLEDGED FOR ITS PAYMENT AND IS ADDITIONALLY SECURED BY A PLEDGE OF THE FULL FAITH AND CREDIT OF THE TOWN OF NANTUCKET, ALL AS PROVIDED BY THE ENABLING ACT AND THE TRUST AGREEMENT REFERRED TO BELOW. 1. Payment Provisions. The Nantucket Islands Land Bank (the "Issuer "), for value received, promises to pay to CEDE & CO. or registered assigns or legal representatives (the "Registered Owner ") (but only from the limited sources and in the manner hereinafter described), the PRINCIPAL AMOUNT hereof on the MATURITY DATE hereof, unless redeemed prior thereto as hereinafter provided, upon the presentation and surrender hereof at the corporate trust office of U.S. Bank National Association in Boston, Massachusetts, as trustee, or its successor, as trustee (herein called the "Trustee ") under a Trust Agreement dated as of December 1, 2007, as amended and supplemented by a Supplemental Trust Agreement dated as of March 13, 2009, as further supplemented by a Supplemental Trust Agreement dated as of A -1 February 23, 2012, and as further supplemented by a Supplemental Trust Agreement dated as of December 15, 2016, each among the Issuer, the Trustee and the Town of Nantucket, Massachusetts (herein collectively called the "Agreement "), and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity or earlier redemption of this 2016 Series A Refunding Bond at the rate per annum stated hereon, payable semi - annually on the first days of June and December of each year, commencing June 1, 2017. Principal, premium, if any, and interest are payable in lawful money of the United States of America. The record date for payment of interest is the fifteenth day of the month preceding the date on which the interest is to be paid, provided that with respect to overdue interest or interest on any overdue amount, the Trustee may establish a special record date. The special record date may be not more than twenty (20) days before the date set for payment. The Trustee will mail notice of a special record date to the registered owners of the 2016 Series A Refunding Bonds (the "Bondholders ") at least ten (10) days before the special record date. The Trustee will promptly certify to the Issuer that it has mailed such notice to all Bondholders, and such certificate will be conclusive evidence that such notice was given in the manner required hereby. 2. Description of 2016 Series A Refunding Bond Issue. This 2016 Series A Refunding Bond is one of an issue of $8,995,000 2016 Series A Refunding Bonds (Full Faith and Credit Issue) (the "2016 Series A Refunding Bonds ") issued under the Agreement. The proceeds of the 2016 Series A Refunding Bonds will be used by the Issuer to refund certain outstanding bonds of the Issuer issued pursuant to Chapter 669 of the Acts of 1983, as amended (the "Enabling Act "), including costs incidental thereto and to the financing thereof. This Bond is issued pursuant to and in full compliance with the Constitution and laws of The Commonwealth of Massachusetts, including the Enabling Act, and pursuant to the resolutions duly adopted by the Issuer, which resolutions also authorize the execution and delivery of the Agreement. The 2016 Series A Refunding Bonds, together with any Additional Bonds (as defined in the Agreement) as may be issued on a parity therewith under the Agreement are to be equally and ratably secured and entitled to the protection given by the Agreement. Reference is hereby made to the Agreement for a description of the nature and extent of the security for the Series A Bonds, the rights, duties and obligations and immunities of the Issuer, the Trustee and the holders of the Series A Bonds and the terms upon which the Series A Bonds are or may be issued and secured. 3. Registration of 2016 Series A Refunding Bonds in Book-Entry nly System. The 2016 Series A Refunding Bonds are being issued by means of a book entry system, with bond certificates immobilized at The Depository Trust Company ( "DTC ") evidencing ownership of the 2016 Series A Refunding Bonds in principal amounts of $5,000 or integral multiples thereof, and with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Bond certificates are not available for distribution to the public. The principal or prepayment price, if any, of and interest on this 2016 Series A Refunding Bond are payable by the Trustee, as paying agent, to the Registered Owner of this 2016 Series A Refunding Bond, as nominee of DTC. Transfer of principal, prepayment price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer of principal, prepayment price, if any, and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. A -2 The Issuer and Trustee are not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the 2016 Series A Refunding Bonds or (b) the Issuer determines that continuation of the book entry system of evidence and transfer of ownership would adversely affect the interests of the beneficial owners of the 2016 Series A Refunding Bonds, the Issuer will discontinue the book entry system with DTC. If the Issuer fails to identify another qualified securities depository to replace DTC, the Trustee will authenticate and deliver replacement 2016 Series A Refunding Bonds in the form of fully registered certificates. This 2016 Series A Refunding Bonds is transferable only upon the books of the Issuer which shall be kept for such purpose by the Trustee, but only in a manner which will maintain immobilization of bond certificates at one or more securities depositories. This 2016 Series A Refunding Bonds may not be transferred or exchanged in a manner which would involve the delivery of bond certificates to the beneficial owners of 2016 Series A Refunding Bonds unless the book entry system has been discontinued by the Issuer in accordance with the preceding paragraph, in which case replacement 2016 Series A Refunding Bonds may be issued in accordance with law and such procedures as the Issuer shall deem appropriate. 4. Optional Prepay. The 2016 Series A Refunding Bonds shall not be subject to optional prepayment prior to maturity. 5. Tax Exem tp ion. The Issuer hereby covenants that it will take all lawful action necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the 2016 Series A Refunding Bonds in order that interest on the 2016 Series A Refunding Bonds be and continue to be excluded from gross income for federal income tax purposes and it will refrain from taking any action that would cause interest on the 2016 Series A Refunding Bonds to become included in gross income for federal income tax purposes. 6. Continuing Disclosure. In connection with the offering of the 2016 Series A Refunding Bonds the Issuer has executed a Continuing Disclosure Certificate (as it may be amended from time to time, the "Certificate "). The Issuer hereby covenants to comply with the provisions of the Certificate, and reference is made to the Certificate for a description of the nature and extent of the obligations of the Issuer and the rights of the Registered Owner under the Certificate. The Certificate is described in the Official Statement relating to the 2016 Series A Refunding Bonds. A copy of the Certificate is available from the Issuer upon request. 7. Additional Provisions. The holder of this 2016 Series A Refunding Bond shall have no right to enforce the provisions of the Agreement or to institute or appear in proceedings with respect to the Agreement or its enforcement except as provided in the Agreement. Modifications or alterations of the Agreement, or of any supplements thereto, may be made only as provided by the Agreement. The 2016 Series A Refunding Bonds shall not constitute the personal obligation, either jointly or severally, of the members of the officers of the Issuer. FEW This 2016 Series A Refunding Bond shall not be valid or entitled to any security or benefit under the Agreement until the certificate of authentication hereon shall have been signed by the Trustee. IN WITNESS WHEREOF, the Issuer has caused this 2016 Series A Refunding Bond to be duly executed by the manual or facsimile signature of its Chairman, and attested by the manual or facsimile signature of its Secretary or Assistant Secretary. This 2016 Series A Refunding Bond is intended to take effect as a sealed instrument. Nantucket Islands Land Bank IC Attest Secretary FM Chairman TRUSTEE'S CERTIFICATE OF AUTHENTICATION This 2016 Series A Refunding Bond is one of the 2016 Series A Refunding Bonds described in the aforementioned Agreement. U.S. Bank National Association, as Trustee By: Authorized Officer A -5 EXHIBIT B $8,995,000 Nantucket Islands Land Bank 2016 Series A Refunding Bonds (Full Faith and Credit Issue) 1. Date of the Bonds — December 15, 2016 2. Date of maturities — December 1 3. Years of maturities, principal amounts, and interest rates: Year of Principal Interest Year of Principal Interest Maturity Amount Rate Maturity Amount Rate 2018 $750,000 3.00% 2023 $ 910,000 3.00% 2019 790,000 3.00 2024 945,000 3.00 2020 820,000 3.00 2025 980,000 3.00 2021 855,000 3.00 2026 1,005,000 3.00 2022 890,000 3.00 2027 1,050,000 3.00 4. Optional redemption -- The 2016 Series A Refunding Bonds shall not be subject to optional redemption prior to maturity. AM 60369272.1 TABLE OF CONTENTS Page ARTICLE I. INTRODUCTION AND DEFINITIONS ......................... ............................... 2 Section 101. Description of Instrument and Parties ......................... ............................... 2 Section 102. Definitions and Interpretations ................................... ............................... 3 (a) Use of "Here" as Prefix ............................................... ............................... 3 (b) Terms .......................................................................... ............................... 3 (c) Definition of Terms ..................................................... ............................... 3 ARTICLE 1I. THE 2016 SERIES A REFUNDING BONDS ................. ............................... 4 Section 201. Issuance of 2016 Series A Refunding Bonds .............. ............................... 4 Section 202. Book -Entry System ..................................................... ............................... 4 Section 203. Delivery of Materials Pursuant to Section 303 of the 2007 Trust Agreement................................................................... ............................... 5 ARTICLE III. PREPAYMENT OF 2016 SERIES A REFUNDING BONDS BEFOREMATURITY ..................................................... ............................... 5 Section 301. No Prepayment of Principal ........................................ ............................... 5 ARTICLEIV. REBATE ........................................................................... ............................... 5 Section401. Rebate ......................................................................... ............................... 5 ARTICLE V. REPRESENTATIONS AND AGREEMENTS OF ISSUER .......................... 5 Section 501. Reaffirmation of the Issuer's Representations and Agreements ................ 5 Section 502. Debt Service Reserve Fund ......................................... ............................... 5 ARTICLE VI. CONTINUING DISCLOSURE ........................................ ............................... 6 Section 601. Continuing Disclosure ................................................ ............................... 6 ARTICLE VII. AMENDMENT OF SUPPLEMENTAL TRUST AGREEMENT .................. 6 Section 701. Amendments to Supplemental Trust Agreement Not Requiring Consent of 2016 Series A Bondholders ...................... ............................... 6 Section 702. Amendments to Supplemental Agreement Requiring Consent of 2016 Series A Bondholders ........................................ ............................... 6 ARTICLE VIII. MISCELLANEOUS ......................................................... ............................... 7 Section801. Severability ................................................................. ............................... 7 Section802. Captions; Index ........................................................... ............................... 7 Section 803. Counterparts ................................................................ ............................... 7 Section 804. Governing Law; Sealed Instrument ............................ ............................... 7 Section 805. Agreements to Constitute Covenants .......................... ............................... 7 -i-