Ordinance 2010-06

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Ordinance 2010-06 Powered By Docstoc
					                                               COUNTY OF                YORK     PENNSYLVANIA



                                                         ORDINANCE NO 2010 06




                              OF        THE      OFCOUNTY
                                                     YORK   PENNSYLVANIA
                              APPROVING AMENDMENTS TO EXISTING QUALIFIED
                              INTEREST RATE MANAGEMENT AGREEMENTS OF THE
                              COUNTY           APPROVING AND RATIFYING A RELATED
                              INTEREST           RATE   MANAGEMENT    PLAN   AND
                              AUTHORIZING OFFICERS OF THIS COUNTY TO SIGN
                              DOCUMENTS AND TAKE RELATED ACTIONS




                              WHEREAS the             County        of York      the               is
                                                                                       County           a
                                                                                                            political   subdivision of the


             Commonwealth of         Pennsylvania        the        Commonwealth           is                        its Board of
                                                                                                governed by                          County

             Commissioners        the      Board       and     is   a    local   government unit             as    defined in the Local


             Government Unit Debt Act 53 Pa CS Chs 80 82                         the Debt Act           of the Commonwealth and


                             WHEREAS            on
                                                      April   21     2010 the     County   enacted Ordinance No 2010 01                  the


              2010 Debt Ordinance            which authorized and secured the issuance of 80 840 000 maximum


             aggregate   principal   amount General           Obligation       Notes   Series of 2010          the      2010 Notes      and


              76 090 000 maximum aggregate                                           General
                                                        principal        amount                 Obligation        Bonds Series of 2013


              the 2013 Bonds         for   refunding projects        described in the 20 I 0 Debt Ordinance and


                             WHEREAS            the    Depatiment         of   Community        and Economic            Development      the


              Department     of the Commonwealth                approved       the                  of the
                                                                                     proceedings               County     related to such


             general obligation   indebtedness which            approval    of the     Department       was   evidenced     by   Certificate

             of Approval No GON 13096 dated                         18   2010 and
                                                          May
787796   I
                     WHEREAS           on    June 1 2010 the             County   issued the 2010 Notes under the terms of


the 2010 Debt Ordinance and                       a   Bond     Agreement          dated June I         2010        the    2010    Bond


Agreement           between the       County          and PNC Bank National Association                      the    Paying Agent

having   an    office in     Pittsburgh Pennsylvania                as   paying agent      for the 2010 Notes and the 2013


Bonds and


                    WHEREAS            concurrently          with    issuing     the 2010 Notes          and   incurring       the debt


represented by      the 2013 Bonds           the      County   transferred three      Qualified     Interest Rate         Management

Agreements         the     QIRMAs           as    defined in the Debt Act from the General                                       Bonds
                                                                                                                Obligation

Series A Band C of 2008 that                 were      refunded     by   the 2010 Notes and        assigned        such   QIRMAs      to


corresponding      net    principal   due   annually on the         2010 Notes and the 20 I3 Bonds and


                    WHEREAS            the counterparty             on    the   QIRMAs        is the   Royal       Bank of Canada


  RBC      and the        County   is required to pay RBC                different fixed interest rate             each             and
                                                                     a                                       on
                                                                                                                          QIRMA

RBC is   currently required        to pay the         County   a   variable     rate on   each   QIRMA equal          to 100      of the


SIFMA index         on
                          outstanding       notional amounts that do not to exceed the                      outstanding principal

amounts of the      cOlTesponding      2010 Notes and the 2013 Bonds                      collectively   the    Obligations         and


                    WHEREAS            the       County      has determined to amend all three                        QUIRMAs by

substituting   a   formula based      on a       LIB OR taxable index in lieu of the SIFMA                      tax   exempt index

the UBOR Amendments                    and


                   WHEREAS the Board of the                     County      desires to approve         an   atnended Interest Rate


Management         Plan      IRMP       prepared by            Investment Management              Advisory Group            Inc     the




                                                                    2
  IF A      serving     as    the
                                    independent      financial advisor        contemplated by the            Debt Act similar in             DIm



 to    those   previously approved by                 the                   but                         information and schedules
                                                             County               now
                                                                                           including

 reflecting the    LIBOR Amendments and



                       WHEREAS            as
                                                required by           the Debt Act the maximum                net                          fiscal
                                                                                                                       payments    by

 year for   periodic     scheduled payments                by   the   County      not   including    any termination                          on
                                                                                                                           payments

the    QlRMAs      shall not exceed those based                         the fixed interest rates
                                                                  on
                                                                                                            payable by     the   County       as




specified      in each of the        QIRMAs plus            interest at the Maximum Rate                          defined herein
                                                                                                       s     as                         on   the

related   Obligations         and


                       WHEREAS the Board desires to take and                              to   authorize and approve such ftrrther


acts    including      the execution and        delivery of such agreements                    certificates and documents             as
                                                                                                                                           may

be necessary      or   desirable in connection with the LillOR Amendments


                       NOW THEREFORE                        BE IT RESOLVED                      by   the Board of the        County           as



follows


                    SECTION 1                   The Board             hereby adopts       and affirms the IRMP             including         the

related schedules            attached hereto         as    Exhibit A          The Board also ratifies all               previous      lRMPs


prepared    for the    County that      refer   to   the   QlRMAs           The IFA is retained        as   the independent financial


advisor pursuant         to   the Debt Act           and Rhoads               Sinon LLP is retained                    bond counsel
                                                                                                                  as                          in

connection with the LillOR Amendments


                   SECTION 2                    The Board         hereby ratifies         and approves each
                                                                                                                    QIRMA        to   update

and reflect the LIBOR Amendments                            substantially      as   set    forth in    new     ISDA Confirmations




                                                                        3
amending   the   County         variable rate payment                                                 in the forms attached hereto
                           s
                                                                  obligations substantially

as   Exhibit B     The President            or    Vice President of the Board is authorized                   to execute the       final


Confirmations and all other documents                      required       to   implement     the LIBOR Amendments             as    and


when recommended           by      the IFA        As   required by        the Debt Act RBC remains in              one   of the three



highest rating categories          of a nationally                        credit rating agency
                                                        recognized

                 The Board          hereby finds and            declares the    following

                               1           the notional amounts of the                                which
                                                                                      QIRMAs                  term



                 hereafter shall be deemed to include the LIBOR Amendments at all


                 times shall not exceed the then                   outstanding principal         amounts of the


                 related   Obligations            issued   or   incurred


                             2            the term of each                           does exceed the latest
                                                                          QIRMA

                 maturity date           of the   applicable Obligations

                             3            each     QIRMA          contains      a
                                                                                    provision     requmng the


                 termination thereof if its              Related Bonds           are no
                                                                                            longer outstanding

                            4             the fixed annual interest rate which shall be
                                                                                                         required

                 to be     paid by         this    County        under each         QIRMA       per    anmun    is



                 specified      therein


                            5             the maximum net payments                          fiscal year due and
                                                                                     by

                 payable by         the    County      shall    not   exceed        i for              scheduled
                                                                                            periodic

                 payments          not    including     any termination payments due tmder each




                                                                      4
               QIRMA          the    fixed interest rate set forth               therein   and       ii    the


               Maximum Rate specified herein due                   on   the   respective Obligations

                          6          the    source   of   payment       of the    County   s   obligations

               with respect         to   each   QIRMA     shall be its        taxes and    other    general

               revenues




                         7           each       QIRMA     contains       provisions addressing             the


              actions to be taken if the credit           rating   ofRBC changes and


                         8           the    periodic   scheduled payments             due under each


              QIRMA       and payments due in respect of principal of and interest                         on




              the   Obligations shall        be senior in   right   and   priority   of payment to any


              termination payments due under               a   QIRMA

              SECTION 3                    The    County hereby CONenants          and ratifies the       following

                                     To include the       periodic      scheduled    amounts
                        a
                                                                                                    payable

              under each      QIRMA          for each fiscal year of the         County    in the   budget

              of the County for that fiscal
                                            year and


                        b            To     appropriate    those     amounts        from    the     general

              revenues    of the         County   for the payment of amounts due under each


              QIRMA

              The    County       does     hereby pledge        its full faith      credit and      taxing       power for the


budgeting appropriation     and   payment of periodic scheduled payments due under the QIRMAs




                                                            5
                    The       County    does    hereby    covenant               that the
                                                                           i                periodic    scheduled payments due

 under each      QIRMA            and the payments in respect of                            of and interest
                                                                               plillcipal                          on    the   Obligations

 shall be     equally   and   ratably payable     atld secured       ii    to   include any termination payment                  or   similar


 payment required        under each      QIRMA       which may become due and                 payable by      the   County       under the

 terms of each     QIRMA in           the   County   s   then cmTent                          time
                                                                          budget     at any          during a fiscal           year    or   in   a



budget adopted          in    a    future fiscal year and        iii      to    include in its annual financial statements


information with respect              to each
                                                QIRMA including                 any information       required          pursuant      to any


Statement issued        by the      Governmental                       Standards Board
                                                     Accounting                                 The    County shall            continue to


perform ongoing monitoring                  of the financial consequences of each                  QlRMA            as    well    as   other


outstanding qualified             interest rate management agreements                payable by      the   County subject              to   the

terms of appropriate written           agreements

                   SECTION 4                   Officers    and       agents of the County                  shall    file       appropriate

proceedings      with the      Department regarding         the LIB OR Amendments                 as
                                                                                                       may be           required by         the

Debt Act



                   SECTION 5                  Any    reference in this Ordinance to                   officer
                                                                                                an                 or   member of the

Board    or   employee       of the   County    shall be deemed        to refer to his or       her    duly qualified           successor


or   assistant in office if applicable


                   SECTION 6                  This Ordinance shall be effective in accordance with the Debt


Act




                                                                 6
                SECTION 7             In the event                               section sentence clause
                                                         any provision                                               or
                                                                                                                          part   of


this Ordinance shall be held to be invalid such
                                                            invalidity   shall   not   affect   or
                                                                                                     impair   any    remaining

provision   section   sentence   clause   or
                                               part of this Ordinance it         being   the intent of the          County that

such remainder shall be and shall remain in full force and effect


                SECTION 8             All      Ordinances    or
                                                                  parts of Ordinances insofar           as    the   same   shaH

be inconsistent herewith shall be and the        same
                                                        expressly are repealed




                                                        7
                 DUL Y ENACTED             by   the Board of   County Commissioners   of the   County   In



lawful session   duly   assembled this 1   8th day of August   20 10




                                                    COUNTY OF YORK PENNSYLVANIA




                                                   By




                                                   By




                                                   By

  AT




                    1i11
             Chief Clerk



SEAL
                  EXHIBIT       A


INTEREST RATE MANAGEMENT PLAN
                              WITH SCHEDULES




                EXHIBIT A
                Page   I of66
                                                                                               FINAL DRAFT

                                                                                            August   18 2010




                                       County   of York   Pennsylvania

                                      Interest Rate Management Plan



 OVERVIEW


       In accordance with the requirements of Act 23 of 2003
                                                               amending the Pennsylvania Local
 Government Unit Debt Act     LGUDA or the Debt Act          this report shall presently serve as
 the Interest Rate
                   Management Plan as that phrase is defined in the Debt Act the Plan or
  IRMP        of the             of York
                       County              Pennsylvania the County              This Plan amending and
 substituting   for earlier IRMPs of or
                                           pertaining to the County has   been   prepared by Investment
Management Advisory Group Inc         IMAGE               which constitutes an    Independent Financial
Advisor as that phrase is defined in the Debt Act            This Plan shall cover all Qualified Interest
Rate Management Agreements QrRMAs           as that
                                                            phrase is defined in the Debt Act including
but    limited to the 2010 UBOR Conversion hereinafter defined and all other interest rate
      not

swaps caps floors swaptions and similar derivative instruments and amendments and transfers
thereof currently payable or guaranteed by the County including such agreements entered into
by YClDA hereinafter defined with respect to bonds or other obligations which are payable by
or
   guaranteed by the County

       This analysis has been performed specifically with regard to the 2010 LIBOR Conversion
which may be entered into by the County in the near future amending the Fixed
                                                                                   Pay Swaps
 hereinafter defined of the County The County has also guaranteed certain sums payable under
a
  Guaranty Agreement with the York County Industrial Development Authority YClDA
under other    QIRMAs which       will be further described below


Proposed     2010 LIBOR Conversion


        The   County   is   considering amending   three currently
                                                         outstanding QIRMAs payable by the
County      refeITed to in   previous IRMP s as    the    2001 GASP Fixed
                                                                    Pay Swap 2000A GASP
Fixed Pay Swap and 2003 GASP Fixed Pay Swap together and hereafter referred to as the
 Fixed Pay Swaps      As a result of the refunding and restructuring of the
                                                                            County s General
Obligation Bonds Series A Band C of 2008 the 2008 Bonds on June 1 2010 the Fixed Pay
Swaps were reassigned to the County s three refunding General Obligation Notes Series of2010
 the 2010 Notes    numbered 1 2 and 3 secured by Ordinance No 2010 01 enacted on
                                                                                        April
21 2010 the 2010 Notes Ordinance       and a Bond Agreement dated June 1 2010 the 2010
Bond Agreement    between the
                              County and PNC Bank National Association pNC as holder
of the 2010 Notes The 2010 Notes Ordinance and the 2010 Bond Agreement also secure
General Obligation Bonds Series of 2013 the 2013 Bonds in original aggregate principal
amount of      80 840 000 to refund the 2010 Notes
                                                   upon        maturity   on   June 1   2013   together   the
 Swapped Obligations
                                                                                            FINAL DRAFT

             The
              contemplated amendments to the existing Fixed Pay
                                                                Swaps consist of converting the
  swap floating rate index payable to the
                                          County from SIFMA to a percentage of I Month UBOR
   referred to hereinafter as the 2010 LIBOR
                                               Conversion    The fixed interest rates
  the County on each of the Fixed                                                     payable by
                                   Pay Swaps will not change

            The Fixed
                     Pay Swaps relate to the Swapped Obligations which are multi
                                                                                          modal
  cUlTently in the Floating Rate Mode as described in the 2010 Bond
                                                                           Agreement between the
  County and PNC acting as paying agent for the Swapped
                                                               Obligations the Paying Agent
  This Floating Rate Mode
                             cUlTently determines the floating interest rate payable on the 2010
 Notes based on a formula
                             equal to a percentage of the I Month LIBOR index plus a
  the current formula is 65                                                               spread
                               of one month LIBOR plus 10          The 2013 Bonds
 2010 Notes could be issued in a different interest                                 replacing tbe
                                                     rate mode    The Swapped Obligations bear
 interest at a maximrun rate of25    the Swapped Obligations Maximum Rate


           Following
                   the 2010 LIBOR Conversion the
                                                      aggregate notional amount of the three Fixed
 Pay Swaps     79 965 000 will not exceed the
                                                aggregate principal atTIount      80 840 000 of the
 2010 Notes or the aggregate
                              principal amount of the 2013 Bonds then outstanding The annual
 notional amounts of the Fixed
                                Pay Swaps relate to portions of the annual principal due on the
 Swapped Obligations through their final maturities See Appendix A
 the annual principal amounts due on the                                illustrating the schedule of
                                          Swapped Obligations The effective date of the 2010
 LIBOR Conversion is assumed for this
                                        analysis to be August 18 2010

           Followingthe 2010 LIBOR Conversion the
                                                       County will continue to pay to the Royal
Bank of Canada       RBC or the Counterparty      interest on the outstanding notional amounts at
a fixed rate  which will be netted against interest
                                                    receipts from the Counterparty on the same
notional amounts equal to approximately 84       of the USD LIBOR BBA index
month                                                                              having a ane
        tnahnity     I Month LIBOR or LIBOR            The final percentage af LffiOR will be
determined at the time the 2010 LffiOR Conversion is entered into LIBOR
                                                                                 is an index that
reflects prevailing taxable bond interest rates The net interest
                                                                 payments under the 2010 LffiOR
Conversion is calculated and
                               payable semimillually on June 1 and December 1 of each                year
during its term        which correspond    to   the   CUlTent interest payment dates        the
                                                                                       on
                                                                                                  Swapped
Obligations

           Historical data between 1985 and 2010 inclusive indicates that the
                                                                              average annual return
for   a
          party paying 100     of SIFMA versus receiving 68 5     of I Month LIBOR have been
approximately equivalent         If this
                                     relationship between the two indexes continues over the
proposed     term of the Fixed
                            Pay Swaps the County would expect the transaction to yield a net
benefit of               74 basis
           approximately          points 74      based on the receiving
                                                                        approximately 84 of 1
Month LIB OR far the
                      remaining life ofthe Fixed Pay Swaps




                                                       2
                                                                                                                                                                                                                                    FINAL DRAFT
                          t
                                                                             Historical Basis                                                  Cashtlow Receipt
                                                                                                                                       Swap                                                                      1
                                                                    1                                    AH e             I                           R          C1 IH                                     N         I       t      11
                                                                                                                                                                                                                                    nnu      B lIdit
                                     t   H                   1I111A                    2               L     lOR                   2            l                   oll1lll
                                                                                                                                                                    lIJUR                                          II l
                                                                                                                                                                                                  RECI                              t        j      1
                                              1985                  5   30                                   8 23u l1                                        6 9211                                                10
                                                                                                                                                                                                                   62                       1 291       504
                                              1986              4 49 t                                       6 8901p                                         5 79111                                   130                                1 037 953
                                               987              4 82t1u                                      7 00                                            5 88                                      1
                                                                                                                                                                              1                             06                               850        911
                                               988              5AS I              1                        7 80l             1

                                                                                                                                                             6 5501                                    1
                                                                                                                                                                                                       10                    S               880        307
                                              1989                  4411
                                                                    6                                                 J

                                                                              0                             9 27          u                                  7            7l 9u                        35
                                                                                                                                                                                                       1                                1   083526
                                              1990              5 911l 1                                    8 2411                                               92O I                                 1 01                                  808 031
                                              1991              4 3711         l

                                                                                                            5 890 0                                          4        91115                            0 58                  S              464     606
                                           1992                 2       81    Jjl                        3 7suA                                              3 15                                      0 34                                  272 183
                                           1993                 2 37                                     3 190        0                                      2 68                                      0 31
                                                                                                                                                                          0
                                                                                                                                                                                                                                            249 545
                                           1994                 2 84                                     4 49                                                3 77                                     0 93                                   741137
                                           1995                 3            8S
                                                                              D                          5 96                                                5 01                                      16
                                                                                                                                                                                                       1                                    92      7    3
                                           1996                 3 43                                         45
                                                                                                             5                                               4 58                                      1 15                                   16    630
                                          1     97              3 66                                     5 650 0                                             4 75                                      1 09                                 870     020
                                          1998                  3 43                                     5 56                                                4 67                                     1
                                                                                                                                                                                                      24                                    993 668
                                          1999                  3   29                                       25
                                                                                                         5                                                    41
                                                                                                                                                              4                                        J
                                                                                                                                                                                                       I2                                   895 179
                                          2000               4 12                                            6
                                                                                                             42                                             19                                        1 27                                J 015
                                                                                                                                                           5                                                                                        219
                                          2001               2 6                                        3 86                                             3 24                                         0 63                                  503 148
                                          2002               1 38                                        1 77                                                 1
                                                                                                                                                              48                                      0 11                                        354
                                                                                                                                                                                                                                                  86
                                          2003               1 03                                        1 21 Vo                                         1 02                                         0 02                                  14 555
                                          2004               1 23                                        1 51                                            1 27                                         0 04                                   30125
                                          2005              2 46                                        3 40                                             2 86                                         0 39                                  313    867
                                          2006                  45
                                                                3                                       5    10                                         4 29                                          0 84                                  669 933
                                          2007              3 62                                        5 25                                            4 41                                          0 78                                627 628
                                          2008              2 21                                        2 65                                            2 23                                          9 01
                  I                                                                                                                                                                                                                          11 146
                      I                   2009              0       40                                  0 33                                            0 28                                          0 12                                        97
                                                                                                                                                                                                                                                  368
                                          2010              0       25                                  0 28                                            0 24                                          0 01


                                                                                                         8 50                             I
                                         ion8
                  A6sump
                  1 Counry               c    ecutes 3      79 965 million                      non
                                                                                                       amortizi11g Swnp                             COnVCl
                                                                                                                                                    5lon
                                                                                                                                                                    agreeing             tn   COl1     ll   Lhr Khort      tcLm   index      on

                                    from SIFMA
                  Swaps                                   to 84              of 1 M        L1110R
                  2           Ave
                                  oge SIflMA nod LIBOR mte                                  b    ed    upnn       c   lendo ycnr foreocb
                                                                                                                                         pedoll                                    del   iled
                  3           Annual benefit lcs b sed upun                                 hm   ing   the fllll                                                                  the           1 1    0       1
                                                                                                                                  s
                                                                                                                                  Vop
                                                                                                                                        olltBtooding ullong                             onnu

                  4           Pricing subject        to   ch oge with mnrkel conditions



       The associated 2010 Notes    currently bear interest based on 65 of I Month LIBOR plus
100 basis  points             100
                            The current financing structure includes Fixed Pay Swaps hedging the
2010 Notes based on an underlying taxable index of I Month LIBOR Since the
                                                                                       County is
effectively paying a percentage of LIB OR plus a spread on the 2010 Notes and receiving SIFMA
on the floating
                leg of the Fixed Pay Swaps the current structure could be considered a reverse
basis swap     If this stmcture were to remain
                                                outstanding and the relationship between SIFMA
and I Month LIBOR revert back to their historical averages this would negatively
                                                                                         impact
County by increasing the County s overall cost of borrowing The proposed 2010 LIBOR
Conversion would eliminate basis risk and tax risk described further herein under Section V
Risk Analysis at least for the next 3 years while the 2010 Notes are                     The
                                                                           outstanding
conversion could provide the County with a better correlated structure based on the same
underlying    taxable index of I Month LIBOR                                                                                                  Historical                                                             and
                                                                                                                                                                  analysis                                                   other                supporting
information   provided               by IMAGE and RBC are included in                                                                                         Appendix B

       Under the
                    proposed 2010 LIBOR Conversion the County would amend and update the
existing Fixed   Pay Swaps confirmations with RBC to reflect the 2010 LIBOR Conversion RBC
                                                                                                                          3
                                                                                    FINAL DRAFT
      qualifies   to   serve   as   a
                                        party    to
                                                          QIRMP
                                                   under criteria established in the Debt Act see
                                                      a

   discussion of Counterparty Risk below The
                                                    County has entered into engagement agreements
   with IMAGE to serve as independent financial advisor
                                                              and Rhoads     Sinon LLP to serve as
   special counsel in connection with the 2010 LIBOR Conversion These fin1JS will
  services and render opinions relative to the 2010 LIBOR                                   provide
                                                             Conversion will be compensated under
  the temlS of the engagement agreements
                                             by the County from a payment to the County by RBC
  under the terms of the 2010 LIBOR
                                            Conversion and after it is entered into as listed
                                                                                                  in
  Appendix C TIlis payment to the County equal to the professional fees will have the affect of
  decreasing the percentage of I Month LIBOR that would be payable if the up front
                                                                                       payment was
  not made and therefore will increase
                                          the net payments that would otherwise be
                                                                                     payable by the
  County to RBC over time under the Fixed Pay Swaps

 I           County     Debt    Outstanding

             The   County had
                          total debt outstanding backed by its full faith credit and
      225 685 000
                                                                                     taxing power of
                   of this date This amount consists of 174 395 000 of non
                       as
                                                                                   electoral debt as
  defined in the Debt Act evidenced
                                       by general obligation bonds of the County itself and lease
  rental debt as defined in the Debt Act evidence
                                                         by a guaranty of outstanding bonds of
   9 905 000 of taxable bonds of the YClDA and a
                                                     guaranty of 41 385 000 of tax exempt bonds
 ofthe York County Solid Waste Authority YCSW A             A schedule of all currently
 debt obligations including fixed annual debt service and for                            outstanding
                                                                floating rate debt estimated annual
 debt service is shown in Appendix A No new debt is
                                                          proposed or associated with entering into
 the 2010 LIBOR Conversion


 II          County Authority Swaps Background

             In addition to the 2010 LIBOR Conversion                   the   County   has other  QIRMAs allocable to
its    own
              general obligation         bonds and notes           of this date
                                                              as                     The   County has also effectively
guaranteed        two swaps that        are
                                              currently outstanding covering      bonds    issued by YCIDA

        On June 29 2000 GASP issued its Variable Rate Demand
                                                                County Guaranteed Revenue
Bonds Series A of 2000 the 2000A GASP Bonds           in the aggregate principal amounts of
 22 035 000 On October 19 2001 GASP had issued its
                                                            Variable Rate Demand County
Guaranteed Revenue Bonds Series of 2001 the 2001 GASP Bonds                in the aggregate
principal amount of 32 435 000 All sums that were due on the 2000A GASP Bonds and on the
2001 GASP Bonds were
                          payable by the County under Loan Agreements and Guaranty
Agreements The interest rates on the 2000A GASP Bonds and on the 200 1 GASP Bonds were
initially    in a variable mode with           weekly resets by    a
                                                                       remarketing     agent   subject   to   optional   tender
and    a   maximum rate of 15 0


       On June 27 2003 GASP entered into a fOlward
                                                        starting interest rate swap with RBC
with respect to the 32 435 000 then
                                    outstanding principal amount of the 2001 GASP Bonds
under the tenns of which GASP and the
                                           County under the existing Loan Agreement and

                                                              4
                                                                         FINAL DRAFT
  Guaranty Agreement    wi make fixed rate payments of 4 06    and receive
 payments based on 100  of the Bond Market Association now SIFMA
                                                                           floating rate
                                                                  Index commencing on
 January 2 2004 the 2001 GASP Fixed Pay Swap

          On October 30 2003 GASP issued its Variable Rate
                                                                    Demand County Guaranteed
  Revenue Bonds Series of 2003 the 2003 GASP Bonds in
                                                               the aggregate principal amounts of
   32 620 000 All sums that were due on the 2003
                                                      GASP Bonds were payable by the
 under a Loan Agreement and Guaranty                                                       County
                                          Agreement The interest rates on the 2003 GASP Bonds
 were
       initially in a variable mode with weekly resets by a remarketing agent
 tender and a maximum rate of 15 0
                                                                               subject to optional


         On November     16 2004 YCIDA entered into a
                                                         floating rate 100     of LIBOR
 receipt fixed rate 4 71    pay the 2003B YCIDA Bonds Fixed Pay Swaps
                                                                              relating to a
 portion of the YCIDA s outstanding 8 375 000 Variable Rate Demand County Guaranteed
 Economic Development Revenues Bonds York
                                                County Economic Development Corporation
 Project Series 2003B Taxable the 2003B YCIDA Bonds             The 2003B YCIDA Bonds
 Fixed Pay Swaps is on an initial notional amount of 5 000 000
                                                                declining to 3 000 000 on
December 1 2009 RBC is the provider of the 2003B YClDA Bonds Fixed
                                                                             Pay Swaps The
final termination date of the 2003B YCIDA Bonds
                                                  Swap is December I 2014 which is not later
than the final maturity date of the 2003B YCIDA Bonds The
                                                              remaining portion of the 2003B
YCIDA Bonds in the amount of 2 375 000                 to 5 375 000 will remain as
                                            increasing                              unhedged
floating rate bonds Also the 2 000 000 Variable Rate Demand                      County
                                                                       Guat anteed Economic
Development          Revenues Bonds         York             Economic
                                                   County                  Development Corporation Project
Series 2003A Taxable            the   2003A YCIDA Bonds                 also guaranteed by the County remain
unhedged    in   a
                     floating
                      rate mode The maximum interest rate                    on   the 2003A YClDA Bonds and
on   the 2003B YClDA Bonds is 25 0


        On March 16     2005 GASP at the
                                             County s request entered into two forwat d starting
floating rate receiptfixed rate pay swaps with RBC together the 2000A 2003 GASP Fixed Pay
Swap      relating to I the 2000A GASP Bonds the 2000A GASP Fixed Pay Swap               and 2
the 2003 GASP Bonds the 2003 GASP Fixed Pay Swap                payable and guaranteed by the
County The 2000A 2003 GASP Fixed Pay Swaps were structured with a declining notional
 principal amount that mirrored the principal amortization schedules on the 2000A GASP Bonds
and 2003 GASP Bonds
                           respectfully The 2000A 2003 GASP Fixed Pay Swaps were structured
so that after their effective date     June I 2006 GASP would begin receiving semiannual
payments equal to the notional amount of each of the 2000AJ2003 GASP Fixed
                                                                                    Pay Swaps
multiplied by a floating rate based on 100 of the Bond Market Association now SIFMA
index over that period      On the same payment dates GASP was required to make
                                                                                     payments
based on the same notional amounts multiplied by a fixed rate of 4 335     on the 2000A GASP
Fixed Pay Swap and 4    43     on the 2003 GASP Fixed
                                                        Pay Swap The GASP via the County
also made
           regularly scheduled payments on the associated Bonds

       On   February     22 2006      the            entered into
                                            County                  a   basis swap with RBC the   2006 Basis

                                                         5
                                                                                                      FINAL DRAFT
 Swap     relating   to the   County     s   74 890 000
                                                    outstanding fixed rate General Obligation Bonds
 Series of2006 the 2006 Bonds         issued on January 24 2006 Under the 2006 Basis Swap the
 County pays RBC on the outstanding notional amounts at a rate equal to 100 of the STFMA
 index which will be netted against receipts from the
                                                           Counterparty on the same notional amount
 equal to 67 ofthe USD LIBOR BBA index having a one month maturity I Month LIBOR
 plus a fixed spread of 42 39 basis points      lOOth
                                                I         of 1 0   or 4239
                                                                               Payments to or by the
 County under the 2006 Basis Swap run through the sinking fund for the 2006 Bonds and are
 netted with the debt service otherwise payable to the
                                                            paying agent The stmcture of the 2006
 Basis Swap is similar to that which is proposed for the 2009 Basis
                                                                        Swap except under prevailing
 market conditions the spread will be greater on the 2009 Basis
                                                                    Swap

         On September 20 2006 the
                                    County entered into a 74 890 000 constant maturity swap
 with RBC the 2006 Constant Maturity Swap       relating to the County s fixed rate 2006 Bonds
 Under the 2006 Constant
                           Maturity Swap the County pays RBC interest on the outstanding
 notional amounts of the 2006 Bonds at a rate equal to 100    of I Month LffiOR netted
                                                                                    against
 receipts from RBC on the same notional amounts equal to 100 of the USD ISDA Swap Rate
 having a ten year maturity  10 Year LIBOR       plus a fixed spread of 42 39 basis points
  IIOOlh of 10   or 4239              to or by the County under the 2006 CMS
                            Payments                                         Swap like the
2006 Basis   Swap     run
                          through the sinking fund            for the 2006 Bonds and     are     netted with the debt
service otherwise    payable to the paying agent

       On June 2 2008 GASP issued its Variable Rate Demand
                                                                County Guaranteed Revenue
Bonds   Series of 2008 the     2008 GASP Bonds       in the
                                                            aggregate principal amounts of
 33 375 000 to refund and retire all of the 2003 GASP Bonds All sums
                                                                       that were due on the
2008 GASP Bonds            were
                                  payable by       the             under       Loan
                                                         County        Agreement and Guaranty
                                                                           a

Agreement     The interest rates         n   the 2008 GASP Bonds
                                                          were initially in a variable mode with

weekly resets by a remarketing agent subject to optional tender and a maximum rate of25 0
A notice filing under the Debt Act was undertaken to allocate the 2003 GASP Fixed
                                                                                     Pay Swap to
the 2008 GASP Bonds the 2008 GASP Fixed
                                               Pay Swap

        On December 1          2008 the County issued i its General               Obligation      Bond Series A of
2008    2008A Bond          which retired the 2000A GASP Bonds ii                  its General     Obligation   Bond
Series B of 2008   Z008A Bond    which retired the 200 I GASP Bonds and iii its General
Obligation Bond Series C of 2008  Z008C Bond     which retired the 2008 GASP Bonds The
2008 Bonds are described above At the same time the County and GASP with the consent of
RBC    entered into    a   Novation Agreement that assigned all duties and obligations under the
2000A GASP Fixed       Pay Swap        the
                                       2001   GASP Fixed Pay Swap and the 2003 GASP Fixed Pay
Swap   from GASP      to   the County directly under the County s existing ISDA Master document
at1d Schedule    The Loan Agreements and                 Guaranty Agreements associated with the                GASP
obligations  were terminated and there are               no longer any
                                                                       outstanding obligations of               GASP
payable by the County         A notice   filing   under the Debt Act   was     undertaken   to    allocate the 2000A
GASP Fixed Pay              to the 2008A Bond         the 2001 GASP Fixed
                 Swap                                                             Pay Swap       to the 2008B Bond
the 2008 GASP Fixed         Pay Swap     to the   2008C Bond       collectively   now   the Fixed     Pay Swaps   of


                                                          6
      the                                                                                      FINAL DRAFT
            County

              On March 20 2009 the
                                             County     entered into   basis swap with RBC the 2009 Basis
                                                                       a
  Swap relating to a portion              of the
                                                    County     s   83 II 0 000
                                                                               outstanding fixed rate General
  Obligation Bonds Series A B      and C of 2008 the
                                                        2008 Bonds       dated December I 2008
  Under   the 2009 Basis
                           Swap the County pays RBC on the outstanding notional amount of
    50 995 000 a rate equal to 100  of the SIFMA index which will be
                                                                       netted against receipts from
  the Counterparty on the same notional
                                           amount equal to 70    of the USD LIBOR BBA index
  having a three month maturity 3 Month LIBOR
   1 lO01h of 10
                                                       plus a fixed spread of 88 basis points
                     or  88
                                 Payments to or by the County under the 2009 Basis
  through the sinking fund for the 2008 Bonds and are netted with                        Swap run
                                                                       the debt service otherwise
  payable to the paying agent

         On July 30 2009 the County
                                       optionally terminated the 2009 Basis Swap including all
 associated terms and obligations of the
                                         agreement As a result of the termination the
 received a termination payment from RBC in                                           County
                                             the amount of 1 780 000

        On December 10 2009 the
                                     County optionally terminated the 2006 Constant Maturity
 Swap including   all associated terms and
                                            obligations of the agreement Asa result of the
 termination the County received a termination
                                               payment from RBC in the amount of I 870 000

         Effective June 1 2010 the
                                    County currently refunded the 200S Bonds and paid costs of
 issuance from the proceeds of the 2010 Notes in
                                                   aggregate principal of SO 840 000 The 2010
 Notes are scheduled to mature on June 1 2013 when
                                                        they will be retired from the proceeds of
the 2013 Bonds underwritten or remarketed under the
                                                       terms of a Bond Purchase
                                                                                 Agreement with
PNC that was approved in the 2010 Notes Ordinance As a
                                                                result the outstanding Fixed Pay
Swaps are currently assigned to the principal due on 2011 2012 and 2013 on the 2010 Notes and
the annual debt incurred thereafter
                                     under the Debt Act assuming the 2010 Notes are retired
the 2013 Bonds                                                                                by


            The   proposed   Fixed   Pay Swaps     as   amended   by the 2010 LIBOR Conversion the 2006
Basis    Swap     and the 2003B YCIDA Bonds Fixed
                                                               Pay Swaps are sometimes collectively referred
to as   the County Swaps


III         Fees Paid   or
                             Payable   in Connection with the 2010 LlBOR
                                                                         Conversion

            The Debt Act states that     a   QIRMA       must contain
                                                            among other provisions a schedule
listing     all consulting advisory
                                    brokerage or similar fees paid or payable by the local
government unit in connection with the qualified interest
                                                          management agreement and a schedule
of any finder s fees consulting fees or
                                           brokerage fees paid or payable by the other
                                                                                       party in
connection with the qualified interest
                                       management agreement A schedule listing all
                                                                                    consulting
advisory brokerage or similar fees to be paid by the County RBC and
                                                                            any other party in
connection with the 2010 LlBOR Conversion
                                          is shown in                      Appendix   C


                                                           7
                                                                                                  FINAL DRAFT

IV        Scheduled Periodic           Payments    under the 2010 LIBOR Conversion


          A schedule of fixed and in the
                                    case of
                                             floating rate obligations estimated and maximum
periodic scheduled annual payments payable by the County and to be received from RBC
following the 2010 LIBOR Conversion in each year during the term of the Fixed
                                                                                 Pay Swaps is
shown in Appendix D     The maximum periodic annual payment schedules are based on the
County receiving 0 under the Fixed Pay Swaps plus the maximum variable payments on the
2010 Notes equal to 15  which would result in maximum net payments by the
                                                                              County
V        Risk    Analysis        the
                            on
                                        Proposed   2010 LIB OR Conversion

         The    following   is   ananalysis of potential 1       risks   to the
                                                                                County by entering into the 2010
LIBOR Conversion            2    the risks inherent in the
                                              County                      s
                                                                              currently outstanding debt and 3
risksalready assumed by the County under the documents                        supporting the other County Swaps
including the 2003A YCIDA Bonds the 2003B YCIDA Bonds and                            their related swaps


         Classifications of Risks        Inherent in   Swap   Contracts


         Interest Rate Risk is the risk that short term interest rates
                                                                       payable on floating rate bonds
         payable by the County increase in the future due to a change generally in the tax exempt
         bond market or due specifically to credit concerns
                                                                relating to the County The County
        currently has exposure to floating interest rates on the 20 I0 Notes based on the one
        month LIBOR index in addition to the fixed rate
                                                             payments due on the Fixed Pay Swaps
        The interest payments on the 8 375 000
                                                    outstanding 2003B YCIDA Bonds are floating
        in addition to the fixed rate payments on the 2003B YCIDA Bonds Fixed
                                                                                     Pay Swaps and
        the 2 000 000 2003A YCIDA Bonds remain
                                                          floating which are payable fi om sources
        other than County general revenues but would be
                                                              paid in whole or in pat1 by County in
        the event of a default    YCIDA
                               by

        Although   the 2006 Fixed Rate Bonds do not have interest rate risk the associated 2006
        Basis   Swap includes interest rate risk to the County
                                                               Historically the receipt of 68 5 of
        I Month LIBOR and the
                                      payment of SIFMA has effectively cancelled each other
        resulting in the overall benefit to a basis swap being the applicable fixed spread As is
        further discussed in the explanation of Basis Risk if the 68 5 of I Month LIBOR is not
        sufficient   to   offset the SIFMA payment due to any of the factors described below
         primarily   Tax Risk      at higher levels of short term interest rates ie
                                                                                    applicable LIBOR
        and SIFMA the risk and the and any resulting mismatch will be greater and could result
        in net payments by the County under the 2006 Basis
                                                                  Swap At lower levels of short term
        interest rates the interest rate risk as a result of a mismatch will be
                                                                                substantially smaller
        Interest rate increases
                                       resulting from rating downgrades due specifically to County credit
        perceptions by      the       rating agencies and the marketplace and resulting mismatches

                                                         8
                                                                                     FINAL DRAFT
  between the  County s hond payments and receipts based on a nationwide index can be
  avoided by the County
                         observing sound fiscal policies If the mode of the 2010 Notes is
  changed to a weekly reset by a remarketing agent the LIse of
                                                                municipal bond insurance
   and the insured AAA
                         rating and attracting a high quality liquidity provider for the
  remarketed 2010 Notes should also allow them to be
                                                       remarketed at variable rates
  approximating the SIFMA index As the 2006 Basis Swap payments receipts do not rely
  on the
         specific credit perception of the      County only
                                                  the             general relationship      of the tax
  exempt   and taxable indices utilized will
                                                impact the cashflow benefits

  The proposed 2010 LIB OR Conversion does            not   add any additional interest     rate risk to
  the   County

  Countervartv Risk is the risk that the
                                       swap counterparty will not perform pursuant to
 the swap contract s tenns  The counterparty on all of the
                                                           County Swaps is cllnently
 RBC    Under the proposed Fixed Pay
                                       Swaps for example if RBC defaults and the
 County elects to terminate the Fixed Pay Swaps s the        County
                                                                 would return to          an
 unhedged floating rate position reassuming the full interest rate risk of 2010 Notes and
 2013 Bonds Under the liquidated
                                   damages clause in the outstanding SIFMA Fixed Pay
 Swaps documents an early termination of the agreement would
                                                                      require a tennination
 payment regardless of the cause of the termination Of        at fault based on
                                                       party                     prevailing
 market interest rates at the time of the tennination          This would not      change   under the
 proposed 2010 LIBOR Conversion

 With   regard   to the 2006 Basis   Swap   under the
                                                    liquidated damages clause in the Swap
 Documents       an   early
                       termination of the agreement would require a
                                                                        payment regardless
 ofthe cause of the termination or
                                   party at fault a by the County to RBC if the long term
    of LIBOR to SIFMA ratio has increased or
                                                 remained approximately the same or b a
payment by RBC to the County if the long tenn               of UBOR to SIFMA ratio has
decreased since the date the 2006 Basis Swap was entered into The overall market
                                                                                       level
of interest rates while
                        factoring into the termination payment is not as significant as the
ratio ofSIFMA to LIBOR in determining the
                                                exposure of one party to the other under the
2006 Basis Swap


RBC is the counterpmiy on all of the
                                     County Swaps               RBC   s   credit
                                                                         rating is currently
Aaa by Moody s Investor s Service AA      Standard
                                            by              Poor s Corporation and AA by
Fitch Investors Service These are relatively
                                                high ratings in the second highest rating
category    and compare
                            favorably to other providers of such swaps of municipal
obligations in the market RBC s credit ratings exceed the Debt Act s minimum credit
rating requirement of at least the third highest rating category from a nationally
recognized rating agency       Nevertheless the County should
                                                                    continuously monitor
exposure  levels ratings thresholds and collateralization
                                                          requirements ifnecessary on all
County Swaps by regularly consulting with a qualified swap advisory firm


                                            9
                                                                             FINAL DRAFT
  Termination Risk is the risk that a swap could be tenninated
                                                                         unintentionally and
  prematurely as a result of any ofseveral events which may include a covenant default
  the counterpmiy which would relate to                                                    by
                                             counterparty risk a credit rating downgrade
  against the County or RBC due to financial distress or otherwise bond payment
  defaults cross defaults   and other specified tennination events as defined in the
                                                                                        swap
  documents As stated above for
                                   counterparty risk a premature tennination regardless of
 fault or the party causing the tennination could result in a tennination
                                                                             payment being
 owed by the County dependent on the
                                        prevailing interest rate market in to the case of the
 Fixed Pay Swaps and the SIFMA LIBOR ratio in to the case of the 2006
                                                                            Basis Swap The
 party not causing the tennination event typically has the option of
                                                                         tenninating or not
 terminating the contract but who makes the payment and the amount of the payment are
 determined entirely by market conditions


 The most       common cause   of unintended termination is      a   credit   rating downgrade against
 one of the parties to the transaction The
                                           existing and proposed County Swap Documents
 provide for a tennination event if the County s credit rating falls below BBBIBaa2 at
 RBC    option
        s             or   in the event RBC        credit            falls below BBB Baa2
                                               s
                                                            rating                                  at the
 County s option

 RBC    s    credit
                 ratings of AA AaaJAA as previously discussed are relatively high at two
 grades   above the termination threshold
                                                   Swap documents can provide for
 collateralization from both the
                                    Counterparty
                                              or the Issuer that          a    require         downgraded
party   post marketable securities such as treasury obligations
        to
                                                                               as   collateral held   bya
third party custodian at various
                                   rating levels triggered as                 a   result of slIccessive
downgrades that can be liquidated in the event of a telmination Collateral posted
                                                                                      by the
County is the subject of legal restrictions on the ability of a public
funds for that purpose IMAGE believes that
                                                                       body to segregating
                                               given the current credit ratings of RBC and
the County the
                 County need not require RBC to post collateral to support its
                                                                                 obligations
under Fixed Pay Swaps following the 2010 LIBOR Conversion


Market Access Risk is the risk that the
                                        County is unable to access the debt market when
it has capital needs in the future in association with a
                                                         swap transaction     This risk is
subject to overall general market conditions as well as the County s credit at the time
Given the County s current rating and financial condition market access
                                                                          risk appears to
be minimal This could change however if the
                                                     County fails to continue observing
prudent fiscal policies The County is not assuming any additional Market Access Risk
as a result of the 2010 LIBOR
                              Conversion


 Basis Risk in relation to the fixed
                                      pay County Swaps is the risk of a mismatch arising
between the    monthly floating    rate payments receivable
                                                              by the County from the
 Counterparty and the monthly interest payments due on the County s floating rate bonds
Ifthe floating swap payments
                               by the Countelparty based on 84 of I Month LIBOR are
less than what the County owes on its
                                         underlying bonds it will be          to    required
                                                                                     the          pay

                                          10
                                                                   FINAL DRAFT
 difference in addition to fixed payments due on the
                                                     County Swaps Since the 2010
 LIBOR Conversion results in changing the underlying index from SIFMA to I Month
 LIBOR         the basis risk is
                            essentially eliminated for at least the three year teml of 2010
 Notes     or as        the 2010 Notes and 2013 Bonds are based on I Month LlBOR
                     long       as


 Depending on the future terms of the 20 13 Bonds basis risk could be reintroduced at that
 time if the rate on the Bonds is based on the SIFMA index or tax
                                                                        exempt interest rates
 generally If this occurs the basis differential could increase if the County s financial
 situation deteriorates resulting in remarketed rates on the           rate bonds which are
                                                                                        floating
 higher   than the SIFMA index                    causing a negative          mismatch of payments and            receipts

 In relation to the 2006 Basis                              the
                                                   Swap            County      asswned the risk that the
                                                                                                                  relationship
 between taxable            rate      index        LIBOR          and   tax            rate    index
                                                                              exempt                       SIFMA      changes
 considerably        for   a    sustained         period    of time         Averaged   over    the
                                                                                                        past 24   years   while
 variances      occur
                         periodically              100       of SIFMA has
                                                           equaled approximately 67      of
 LIBOR It is           impossible to predict
                                       the future relationship between these indexes The
 COlmty is exposed to Basis Risk under the 2006 Basis Swap to the extent that SIFMA
 trades at greater than expected percentages of LIB OR for extended
                                                                     periods of time and or
 in a high interest rate environment The most significant factor affecting
                                                                             any sustained
 long term basis differential would be a change in marginal tax rates A more complete
discussion ofTax Risk is contained elsewhere


In the event Basis Risk begins to negatively impact the County to a
                                                                     significant degree the
County may elect to terminate any of its swaps at any time in the future possibly resulting
in a termination payment by the County to RBC


Tax Risk is the risk issuers of most tax exempt floating rate debt face because the
floating fate demanded by bondholders on variable rate demand bonds will increase if
marginal       income       tax       rates   decline        and the benefit
                                                                    of tax exemption is reduced
Currently      the   County          does face tax risk on the 2010 Notes the interest on which are
                                            not

calculated based           on   the taxable one month LIBOR index       The County would face tax
risk ifthe 2010 Notes  were restructured remarked based on the tax
                                                                    exempt SIFMA index
as   variable   demand bonds The possibility of primarily federal tax law
                rate
                                                                               changes is
known as tax risk which also creates basis risk if the underlying index for a
                                                                              swap that is
based on taxable rates such as LIBOR and the bond payments are at tax
                                                                          exempt          floating
rates Using a percentage of the taxable                           LIBOR index 67          for
                                                                        example to hedge tax
exempt obligations is a common strategy         for municipal issuers but it places tax lisk with
the issuer since       the interest rate payments could increase following an adverse tax law
change    but the      taxable rate index would not increase the
                                                                   payments receivable by the
issuer   creating the       mismatch described above


In the 2006 Basis                      the
                           Swap               County       receives     a
                                                                            payment equal     to   67     of LIB OR
                                                                                                                      plus a
Fixed    Spread      and makes          a
                                            payment equal          to 100       of SIFMA           As the    relationship of
SIFMA     to    LIBOR           historically        it has    approximated        68     is based         primarily on the

                                                             I1
                                                                                     FINAL DRAFT
      benefit     received    holders of tax exempt debt
                              by                                any change in the benefit of tax
      exemption will result in a COnClllTent change of the benefit of the 2006 Basis
                                                                                         Swap Any
      decrease in marginal tax rates from the current
                                                              top rate of 35      or similar tax law

      changes will negativelv impact the cashflow benefit resulting from the 2006 Basis
                                                                                               Swap
      Alternatively any increase in marginal tax rates will positively impact the cashflow
      benefit   There can be no assurances that
                                                        marginal tax rates or the benefit of tax
      exemption on municipal bonds will not change during the life of the 2006 Basis
                                                                                           Swap In
      addition as was discussed previously Tax Risk and Basis
                                                                      Risk are increased as the level
     of interest rates rises resulting in the
                                              possibility of larger negative or positive cash flows
     from the 2006 Basis Swap Although no
                                                  representation can be made in regards to future
     tax changes the overall risk to the
                                             County is reduced as the lmderIying 2010 Notes and
     2013 Bonds amortize and resulting amortization of the Fixed
                                                                          Pay Swaps occurs and is
     also mitigated as time elapses the present value cost of
                                                                 any negative tax changes is less in
     the future


     As described                      the
                       previously            proposed 2010 LIBOR Conversion eliminates         tax risk     by
     converting     the Fixed
                                   Pay Swaps   to LIBOR Fixed
                                                                 Pay Swaps   since the   underlying   index
     of would be based        on l Month LlBOR on the 20IO Notes lmtil at least until 2013 when
     they   are   refunded     After 2013 tax risk could be reintroduced based on the
                                                                                      structure of
     the 2013 Bonds


     LiQuiditv Remarketine Risk is the risk that the                            be unable
                                                     County will                              to   obtain   a

     reasonably priced       renewal of existing   Standby   Bond Purchase
                                                                       Agreements or new letters
    or line of credit to
                         support the County s obligation to purchase bonds that are tendered
    and cannot be remarketed      In the event that liquidity is not available and the
                                                                                       underlying
I
    bonds would have be retired
                                    presmnably with fixed rate refunding bonds which under
    the Debt Act would
                          require the related swap s to be terminated A termination payment
    might then be due depending on the general level of interest rates at the time IMAGE
    does not believe Liquidity Remarketing Risk is material for the
                                                                       County

    Amortization Risk is the risk of the County            facing a termination payment resulting from
    the remaining notional amount of an
                                                        outstanding swap exceeding the outstanding
    principal     amount of the
                              underlying bonds Under the Debt Act the notional amount of a
    swap cannot exceed the     outstanding principal amount of the underlying bonds As has
     occurred with all of the
                              County s previous Swaps the scheduled reduction in the notional
     amounts of the Fixed
                            Pay Swaps will not exceed the principal amortization of the 2010
    Notes or 2013 Bonds        The Fixed Pay Swaps do not exceed the full
                                                                               principal of the
    outstanding 2010   Notes and 2013 Bonds           reduction in the principal amount of
                                                 Any                                       any
    of the 2010 Notes and 2013 Bonds below the annual
                                                             notional amount of the Fixed Pay
    Swaps will require a partial termination of the Fixed Pay Swaps in an amount calculated
    by the Counterparty under the documents This could result in a termination payment by
    the County in an unfavorable market conditions and
                                                               adversely impact the County s


                                                   12
                                                                                                       FINAL DRAFT
               ability   optionally redeem the 2010
                         to                                          Notes   or   2013 Bonds in connection with a cash
               defeasance refunding or restmcturing


               Like the 2006 Basis           Swap     the Fixed                   documents contain a provision which
                                                                    Pay Swap
               allows the Fixed          Pay Swaps    to   also                   bonds which are issued by the County
                                                                  apply to new
               to  refund the 2010 Notes or 2013 Bonds
                                                                             including fixed rate bonds To avoid a
               termination payment the annual maturities of the refunding bonds could                         not   be less than
               the scheduled annual notional amounts
                                                     remaining on the Fixed                    Pay Swaps Any principal
               maturities     on   the    refunding   bond that exceed the notional           amounts of the Fixed
                                                                                                                   Pay
               Swaps     would not be covered
                                              by that transaction

               Yield Curve Risk does           not            to the     Fixed
                                                      apply                       Pay Swaps   and is   not
                                                                                                             applicable   to the
               other
                       County Swaps

VI             ONGOING MONITORING


           Appendix A and D                   contain schedules of the fixed estimated and maximum net
scheduled     periodic payments                 a  due under the Swapped Obligations and 2010 LIBOR
Conversion             b due   on   all indebtedness issued         or
                                                                         guaranteed by the COlmty      and    c   due under all
otherCounty Swaps The 2003A and B                                 YCIDA Bonds and        corresponding       2003B YCIDA
Bonds Fixed Pay Swaps are illustrated for                         infonnation purposes but      are    self liquidating from
non
    County revenues

           The Debt Act
                      requires the County to monitor and disclose certain infonnation relating to
interest      risk basis risk termination risk credit risk market access risk and other risks
               rate

including the valuation of the market and termination cost value of all swaps payable by the
County The County has retained DerivActiv of which IMAGE is a co owner a qualified swap
monitor to monitor report and document the following items
                                                                    including coordinating such
matters with the County s auditors and financial pcrsonnel on no less than an annual basis


           1           Maintain      database of existing County Swaps including a description of all
                                     a


                        outstanding interest rate swap agreements including bond series type of swap
                        rates paid and received
                                                by the County total notional amount average life of each
                        swap agreement remaining term of each swap agreernent
        2              Material changes to
                                             swap agreements
        3              Termination exposure of each of the County Swaps
        4              Credit rating ofRBC or other swap counterparty
        5              If applicable information concerning any potential or actual default
                                                                                               by a swap
                       COllnterparty under the swap documents including but not limited to the financial
                       impact to the County
        6              If applicable infonnation
                                                  concerning any potential or actual default by County to
                       a swap counterparty under the
                                                       swap documents including but not limited to the
                       financial impact to the County


                                                                   13
                                                                                          FINAL DRAFT
         7        Assist in   an   election to terminate any of the   County Swaps

         DerivActiv provides these services in a separate
                                                               engagement with the        County   and is
 available to assist the County is its
                                       monitoring and reporting        responsibilities

 VII    FAIR AND       REASONABLENESS OPJNJON                   TO BE RENDERED BY IMAGE


        For   a
               swap tratlsaction to be considered a Qualified Interest Rate Management Plan under
 the Debt Act    an Independent Financial Advisor      as defined in the Debt Act
                                                                                     must render an
 opinion   to the Local Govenunent Unit that the
                                                          financial terms and conditions      of the
 transaction including the interest rate to be
                                               paid or received are  fair and reasonable to the local
govemment unit as of the date of the award          IMAGE regularly monitors and oversees
                                                                                               swap
transactions by municipal entities throughout the United States and is
                                                                                  familiar with the
methodology for pricing such transactions Because the County has elected to enter into the
2010 LIBOR Conversion on a
                                 negotiated basis and the inherent complexity of such transaction
it must rely on IMAGE to assure that the
                                               County is receiving fair and reasonable pricing and
terms consistent with the facts and circumstances of the trade A
                                                                     representative of IMAGE will
be
    present on the recorded conference call during which the final terms
                                                                               particularly the
percentage of I Month LIBOR to be received by the County will be confirmed and
                                                                                    accepted by
a County representative Prior to the call based on the proposed final terms of the transaction
 and again during the call the IMAGE
                                             representative will orally confirm the fairness and
reasonableness of the financial terms which will subsequently
                                                                 by confirmed in a written opinion
of the firm Appendix E contains the substantial form of
                                                             Opinion proposed to be rendered by
IMAGE to the County to comply with the
                                             requirements of the Debt Act and provide comfort to
the County that the financial terms of the 2010 LIBOR Conversion will be fair
                                                                                and reasonable




                                                     14
                                         Appendix   A


Current Debt Service        All
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                     Appendix   B

Presentation Materials   Provided   By   IMAGE and RBC
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                        InvestmentManagement
                        Advisory Group Inc



 Memo
            To             Chuck Noll Chief Clerk
                           COlmty   of York


            From           David EckhartRobert Kintner


            Date        August      3    2010


            Re          Proposed Swap Conversion Transaction



The    COlUlty      of York the     County has requested Investment Management Advisory Group                                  IMAGE
 to   advise     on   RBCs     proposal to convert the County s three SIFMA based floating to fixed                       interest      rate

swaps   SIFMA Swaps     to a LIB OR index     LIBOR Swaps     transaction referred to herein as Swap
Conversion  The current debt associated with the SIFMA Swaps is in the form of General Obligation
Notes owned              PNC dated June 1 2010 The purpose of t1lc outstanding SIFMA Swaps is to hedge the
                      by
associated debt The         following outlines several points and considerations for the County to review as they
contemplate         the proposed conversion of the SIFMA Swaps to LIBOR Swaps


Structure ofAssociated Debt


The associated debt to the SIFMA                   Swaps is currently in the foml of three 2010 Notes where the interest
rate   is   currently      based   on a     floating option fonnula equal to 65 of One Month LIB OR plus 100 basis
points 100             The term         of the loan is three years The remaining teml ofthe associated debt is based on a
bond    purchase agreement              with PNC


Since the current SIFMA           Swaps are based on the tax exempt SIFMA Municipal Swap Index and the loan
is based     on    the taxable I Month LlBOR Index a Swap Conversion would provide the COlUlty with a bettcr
correlated transaction where the                floating receipts on       t1le LIB OR   Swaps   would offset the   floating payments
on    the 2010 Notes since both could be based                       on   I month LIBOR      The    Clment   stmcture   of the SIFMA
Swaps hedging          the 2010 Notes in      a reverse basis swap County is paying a rate on 2010 Notes
                                                  essence      is
based       on   LIBOR and     receiving    floating leg of Swaps ll1erefore when SIFMA LIBOR ratios
                                                SIFMA         on

return back to historical
                          averages tbe County could be negatively impacted from a cashflow and fair value
 mark to market perspective through the County s current swap hedge structure The Swap Conversion
would eliminate any basis and               tax   risk   at   least for the next 3 years of the 2010 Notes

Economics and Structure of Conversion



By converting the SIFMA Swaps to LIBOR the County is essentially receiving the economics in the
pricing of a basis swap similar to the transaction entered into in 2009 as well as the currently outstanding
basis swap associated witb the 2006 fixed rate bonds However instead of layering on a new basis swap
the County would simply amend the SIFMA Swaps to reflect the change in structure that as a result
embeds the economic value associated with a basis swap



                                                      886 Vaughn Road         sIOwn P
                                                                             PO         19465
                                                Telephone 610 326 4900      Facsimile 610 3264902
                                                                                                                                                                                                fJ   1   1
                                                                                                                                                                                                             12

      RBCs proposal included two
                                        alternatives page 5 of RBC s
      receive a percentage of 3 Month LIBOR                            proposalpresentation where the County could
      Month LIB OR without a
                                                      plus a fixed spread or receive a much higher
                                                                                                     percentage of 3
                                     spread After reviewing each alternative the
      provides   better perf0l111anCe from a                                          straight percentage of UBOR
                                              fair value mark to market value
                                                                                perspective as interest rates lise The
      sensitivity analysis herein suppolis this point

     One additional consideration of the
                                             structure is whether to convert to
                                                                                 3 Month UBOR as per RECs
     proposal or I Month UBOR The historical difference between I
                                                                                 Month and 3 Month UBOR is
     approximately 10 basis points based on the last 25
                                                               years of historical data The cunent
     approximately 8 basis points However given the difference between                                spread is
                                                                               I Month and 3 Month UBOR
     suggest basing the Swap Conversion on I Month UBOR                                                       we

    in a better cOITelated                                       consistent with the 2010 Notes 111is will
                           transaction at least for the next three                                         result
                                                                    years and we would expect more favorable
    results for GASB 53
                           hedge accounting when testing the effectiveness of the UBOR
    County  s December 3 I
                             20I 0 fiscal year end           I
                                                                                               Swaps as of the

    By converting                  to           approximately                 86
                                             based on current market of I Month UBOR based all the
    years of historical market data                                                                     last 25
                                         estimate the average annual benefit to the
                                                                             we
    basis points or 669 000 based                                                   COLmty of approximately 84
                                        on a Ilotional amount of   79 965 000     The following is a schedule
    illustrating the historic average annual rates for SIFMA and I Month
                                                                          LIBOR since 985

                                                lIistorical Basis                           Swap   C shtlow
                                                                                                                               RCt   jpt            1
                                           PA                             A       n                 HI            CI
                                                                                                                  lV   I                       NI       l       11   111   Ii    1     d
              11                   SJ II                 2                                                                                                                                  1
                                                                        LlIlOR          2           of   1                   R
                                                                                                                           lllll      IlECElPf
                                           5                                                                                                                         II    u

                   1985                        30                            8 23                        7 08                              1 78                                1 423 173
                   1986                    4
                                           49                                6 89                        5 93                              1   44                              1148 186
                   1987                4       82                            7 00                        6 02                              1 20                                  962918
                   1988                    5
                                           45        o
                                                                             7 80                        6    71                           1 26                                1005 060
                   1989                    44
                                           6                                  9
                                                                              27                         7    98                           1   54                              1 231 845
                   1990                5 91                                  8 24                        7 08                              1
                                                                                                                                           18                                   939 781
               1991                    4   37                                5 89                        5 07                          0 70                                     558 877
               1992                    2   81                                3 75                        3 22                                  0
                                                                                                                                               42                               332081
               1993                    2 37                               3 19                           2 74                          0       38                               300 580
               1994                    2 84                                   49
                                                                              4                          3 86                              L02                                  812 913
               1995                    3   85                             5 96                               513                       1 28                                1 025 144
              1996                     3   43                                45
                                                                             5                           4 69                          126                                      003 814
              1997                 3 66                                  5 65                        4 86                              t20                                     960     79
              1998                 3       430                               5
                                                                             56                      4 711                             1   35                              1 082 650
              1999                         29                            5 25                        4 52                              122                                     979 205
              2000                 4       12                                6
                                                                             42                      5 52                                  40
                                                                                                                                           1                               I 117 840
              2001                 2       61                            3    136 VfJ                3       32                       0    7J                                  564 8J7
             2002                  1       38                            1 77                        1    52                          0 14                                      114   622
             2003                  1 03                                  1 21                        1 04                             O OJ                                           4791
             2004                  1 23
                                                                         151                                 0                        0 07                                      54 344
             2005                  2       46                                40
                                                                             3                       2    93                               46
                                                                                                                                           0                               368 268
             2006                  3 45                                  5 10                        4    39                          0    94                                  751 529
             2007                  3       62                            5 25                            5
                                                                                                         41                           0 89                                     711 520
             2008                  2   21                                2   65                      2   28                           0 07                                      53571
             2009                  0 40
                                                                                                    0 28                              0 12                                      92 071
             2010                  0 25                                                             0 24                              0 01                                       6310




Assumptions
1   County   executes          n   79      965 milli             non   amOlTi       ing Swap conversion agreeing              to conl ect      the shurl    term     index      on

Swaps from SJFMA 86                        of 1M LIIl JR

2
  AvelllJjC SlFMh and              UROR              tes based upon calendar year for each
                                                                                            period detailed
    Annual benefit         Qoss        b        ed  pon h   ing the full swap ourstanding during the        period
                                                                                                          nnnt
4   Pricing subject       to   change           with market conditions


                                                                              886 Vaughn Road                Potlslown P  19465
                                                                        Telephone 610     4900
                                                                                          326                 Facsimile 610 326 4902
                                                                                                                                                                                                                     3



             Fair Value Sensitivity Analysis                                             SIFMA        Swaps      versus               of l Month LIBOR
                                                                                                                                                                                  Swaps
             The chart below
                           provides a sensitivity analysis of the fair values of the CUITent SIFMA Swaps versus the
         Swap Conversion into LIBOR Swaps assuming a receipt of 86 of I Month LIBOR The fair values
         change based on a general increase or decrease in interest rates In addition the LIB OR Swaps are further
         adjusted based on changes in      tax
                                           exempt   to taxable ratios or SIFMA to LIB OR ratios Relative
                                                                                                          changes in
         the SIFMA and LIBOR swap rates are applied as unifolTI1 shifts across the
                                                                                       swap curve and do not account
         for any potential future
                                  changes in the shape oftlle yield curve

         TheSwap Conversion may improve the mark to market value of the                                                                              Swaps            as    interest   rates    increase and
         SIFMAfLIBOR ratios return back to the historical averages


         r                                                                                                                                                                                                   1
                                                                             Fair V Jue MaI J             to Mllrket
                                                                                                                                             Seust iYlf Al1aJ
                                                                                                                                             I                    i
         i                                                                                                                                                                                                       I
                              UO OOO OOO                       r

                               5 000 000

                                                   0
                                                       i
                                                           r
                                                                                                                                                                                                                 I
                                 000 000
                                                           i

                               0 000 000                   j
     I

                                 000          000f
     I                          15               i
                                                       r
     i                         O OOO OOO

                             425 000 000               JL                                                                                                        T
                                                                       SIFMA                g6     IIVI            IORAfio
                                                                                                                              I                                         5Rntio
                                                       I                                                    w                     I        5 RntlO                                      0
                                                                                                                                                                                        1      10
     I
                                                       l                Swnp                    LlBOR           ChAnge
                                                                                                                              i
                                                                                                                                          ChAnge           I      CI1AIlge               Ratio
     I                                                                                                                                                                                                  I
                                                       I                                        Swn                                                        i                            C hnlllle
     I                1I
                      100B        i                                    s60
                                                                       4      836                                                           94 898                                     9
                                                                                                                                                                                       l                     I
     I                                    POillI5f                                          3 894 g66           5 879 690                                         2 495 740
                                                                                                                                                                                                             I
                    UlOO Bnsi             PlJlIltsI                lH84 67j                 1 952 208             i7JS8
                                                                                                                2 9                              j   O                6
                                                                                                                                                                      151               6 36 101        i
                                                                                                                                                           1
                                                                                                                                                                            309
 I
 I
                      O Ba                I
                                                                                  2                                          g                                                                               I

                                                                                                                                                                                                             I
 I
                                                                   J
                                                                                                E9    2                               113                               19
                                                                                                                                                                                        1   a       J        I
                                                                                                                             If
                                              11                                            I
                                                                   1              2                                                         j
 i                                P                    1                                L                                             I
                                                                                                                                                       OJ         9 5 1
                                                                                                                                                                                                    i
                                                                                                                                                                                                            J

GASB 53                 Hedge Accounting                                     Considerations


Beginning   December 31 20 I 0 the County s 2010 fiscal year end you will be required to
                                                                                              report the fair
value of each of the swaps in their financial reports This is as a result ofthe new GASB Statement 53
which is effective for State and Local Government s fiscal year ends after June 15th ofthis year The
County will be                    required                         to test the effectiveness of each swap transaction to the associated debt on an
mmual basis If     swap passes one of the effectiveness test methods described under GASB 53 the fair
                                      a

value of the
              swap would be reported on your Balance Sheet Statement of Net Assets and the change in
fair value fi om December 31 2009 to December 31 2010 would be                  as a deferred intlow or                                                         reported
outflow of                   resources                 This              more          favorable      accounting          treatment would mean that the movements in the
swap fair value would not affect the                                                     County       s   Income Statements  annually However if the swap does not
pass any of the effectiveness test methods the                                                               change in fair value will impact the COlUlty s Income
Statement Statement of Activities and would be                                                               reported as an investment gain or loss The swap would
be considered                   an            investment derivative and its                                 value would be reported as investment gain or loss on
statement of activities flows                                                or
                                                                                  change        statement


hl consideration of the new                                                                       and
                                                                             accounting                   reporting requirements                         the      County          should understand the
implications if the                 swap is not structured properly so that it closely correlates to the associated debt Based
on            the   straight    percentage of 1 Month LIBOR conversion structure it would be reasonable to                 that                                                                     expect



                                                                                            886 Vaughn Road Iollslown P 19465
                                                                                      Telephone 610 326 4900 F csimile 610 326 4902
                                                                                                                                 14

  the conversion swaps will be effective and provide the
                                                                                   COLlnty   with more favorable   hedge accounting
  treatment


  Risk Considerations


  Basis Risk           The risk that the
                              relationship between the taxable rate index LIBOR and the tax exempt rate
  index        SIFMA
                  changes considerably for a sustained period of time As explained earlier the current
  financing stmcture includes SIFMA Swaps hedging the 2010 Notes based on I Month LIBOR This
  structure includes basis risk and also could be viewed as a reverse basis
                                                                            swap The Swap Conversion to 1
  Month LIBOR removes the basis 11sk the
                                              County is currently exposed to at least over the new three years
  since the base indices             on   the debt and swaps could be based         on   I Month LIB OR

 Tax Risk             The                   of
                            possibility          primarily federal     tax law    changes  is lmown as tax risk which also creates
 basis risk if the          underlying      index for    a   swap that is based    on taxable rates such as LIBOR ancl the bond
 payments        are at tax                             rates
                                   exempt floating              Typically   tax risk is the risk issuers of most tax exempt
                                                                                                                           floating
 rate debt face             because the      floating    rate demanded      by   bondholders
                                                                          variable rate demand bonds will
                                                                                               on

 increase if marginal income tax rates decline and the benefit of tax
                                                                      exemption is reduced However since
 the County restructured the associated debt in the fOlro of the 2010 Notes based on I
                                                                                         Month LlBOR the
 COWlty faces tax risk since the hedge is based on the SIFMA        Municipal Swap
                                                                                 Index The current     stmcture
 is                    to tax risk if the
   susceptible                                  tax rates increase As discussed earlier in this memo the
                                                 marginal                                                County
 currently has         an embedded reverse basis
                                                 swap The Swap Conversion would eliminate tax risk since the
 2010 Notes          are    based    on a
                                          percentage of I Month LIBOR and the conversion would result in the               COlmty
 receiving a percentage              of I Month LIBOR instead ofSIFMA


 Counterparty          Risk         The risk that RBC will not
                                                        perfonn pursuant to the swap contract s telms The
 counterparty         011   all of the
                            County Swaps is currently RBC Under the Swap Conversion to LIBOR Swaps
 if RBC were to default and the
                                   County elects to tenninate the LlBOR Swaps the County would return to
   an unhedged floating rate position
                                          reassuming the full interest rate risk of the 2010 Notes Under the
 liquidated damages clause in the associated swap documents an early tenninatioll of the agreenlent would
 require a tennillation payment regardless of the cause of the tennination or party at fault based on
 prevailing market interest rates at the time ofthe tenrunation

RBC is the                                 all of the
                 counterparty         County Swaps RBC s credit rating is currently Aaa by Moody s
                                      on

Investor s Service AA                 by   Standard
                                         Poor s Corporation and AA by Fitch Investors Service These are
relatively high ratings in the second highest rating category and compare favorably to other providers of
such swaps of municipal obligations in the market Nevertheless the
                                                                      County should continuously monitor
exposure levels ratings thresholds and collateralization requirements if necessary on all County Swaps


Termination Risk               The risk that   a
                                                 swap could be terminated unintentionally and prematurely as a result of
any of several events               which may include a covenant default by the
                                                                                  counterparty which would relate to
counterparty risk              a   credit rating downgrade against the County or RBC due to financial distress or
otherwise  bond payment defaults cross defaults and other specified tennination events as defined in the
swap documents As stated above for counterparty risk a premature termination regardless offault or the
party causing the termination could result in a tennination payment being owed   the
                                                                                by      County dependent
on
       prevailing interest rate market The party not causing the tennination event typically has the option
      the
of terminating or 110t terminating the contract but who makes the
                                                                  payment and the amount of the payment
are detennined
                entirely by market conditions

The    most    common         cause   of unintended tennination is     a credit
                                                                                rating downgrade against one of the parties
to the transaction           The    existing COlUlty Swap     Documents provide for a termination event if the
                                                                                                                  County s
credit      rating   falls below BBB Baa2               at RBGs option    or in the event RBGs credit
                                                                                                        rating falls below
BBB Baa2              the
                 at         County s option


                                                       886 Vaughn Road Pottstown PA 19465
                                                 Telephone 610 326 4900 Facsimile 610 326 4902
                                                                                                          15



REC s credit    ratings   of AA Aaa AA as previously discLlssed are
                                                                      relatively high at two grades above the
termination threshold      Swap documents can provide for collateralization from both the Counterparty or the
Issuer that   require a downgraded party to post marketable securities such as treasmy obligations as
collateral   held by a third pal1y cLlstodian at various
                                                           rating levels triggered as a result of successive
downgrades that can be liquidated in the event of a termination Collateral posted by the County is the
subject of legal restrictions on the ability of a public body to segregating funds for that purpose IMAGE
believes that given the credit rating of REC and the
                                                          County the County need not require RBC to post
collateral to support its obligations lUlder the
                                                 Swap Conversion

Conclusion


In conclusion    the County should carefully consider the information
                                                                      provided in this memo including the
risks to assist in the decision making process of whether to proceed with the
                                                                               proposed Swap Conversion
transaction The County has entered into similar transactions in the
                                                                      past including the 2009 Basis Swap
temunated last year at a positive market value and the
                                                           currently outstanding 2006 Basis Swap These
transactions have provided the
                                  County with significant economic benefits while taking measurable risks
 Le basis risk and tax risk      IMAGE believes the proposed transaction provides the County with the
following benefits significant economic benefit potential removal of basis and tax risk    hedge
                                                                                              con elation
benefits and  potential for more favorable accounting and mark to market perfonnal1ce       If YOll have any
questions or require f1ll1her information
                                          please feel free to contact liS




                                          886 Vaughn Road Pottstown PA 19465
                                    Telephone 610 326 4900 Pacsimile 610 326 4902
                                       Appendix   C


           Summary   of All Fees and   Expenses   to Paid in Connection With
                             2010 LlBOR Conversion


       After making appropriate inquiries IMAGE has determined that the
                                                                            following
sums represent all fees and expenses that will be paid in connection with the 2010
LIBOR Conversion      These sums will be paid by the County from payment to the
County by the Counterparty under the ternlS of 20 I 0 LIBOR Conversion
                                                                       following the
swap confirmation conference call   These payments        the
                                                          by       have the effect of
                                                                County
reducing the percentage of I Month LIBOR that would otherwise be received on the
20 0 LIBOR Conversion        It is not expected that the County will pay any fees or
expenses associated with the 20 0 UBOR Conversion from other funds


        IMAGE will receive a total fee of 65 000 for its services as the
                                                                           independent
financial advisor to the County
                                  including producing the Interest Rate Management
Plan rendering a fair market pricing letter that the
                                                     percentage of I Month LIBOR and
other terms of the 2010 LIBOR Conversion are fair and
                                                              reasonable and any other
services described in its engagement letter


       The law finn of Rhoads and Sinon LLP will receive a total fee of 13 500 for its
servicesas Special Counsel to the
                                  County described in its engagement letter
             Appendix   D


Expected    and Maximum
                            Payments

     2010 LIBOR Conversion
and Total
            Outstanding Debt Service
                  II                  8
     j       l               I       i
                             01



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                                                                                                                                                                                            2Eff
                 Appendix   E


Form of IMAGE Fair and Reasonableness
                                        Opinion
                                                                                               DRAFT

                  Investment Management
                  Advisory Group Inc




   August   18 20 10


  Mr Charles R Noll
  The Board of Commissioners
  Administrative Center
  28 East Market Street
  York PA 17401 1588


  Re    Independent Swap Advisor         as   defined in Act 23 Fair and
                                                                         Reasonableness
                                                                              Opinion
        Regarding 20 t0 LlBOR Conversion relating to County ofYork
        General Obligation Bonds Series of2010                        Pennsylvania
                                               Notes and Series 2013 Bonds the
        Obligations                                                                             Swapped

 Dear   County

 In connection     with the 2010 LIBOR Conversion
                                                         transaction between the
  Pennsylvania   the                                                                County of York
                       County and Royal Banle of Canada RBC confirmed and dated as of
  August      2010 the 2010 LIBOR Conversion
                                                      Investment Management Advisory
    IMAGE      has served as the Independent                                              Group Inc
                                                Financial Advisor as that phrase is defined in the
 Pennsylvania Local Government Unit Debt Act as amended the Debt Act to
                                                                                     the County The
 2010 LIBOR Conversion consists of
                                        amending three existing Fixed Pay Swaps by converting the
 swap floating rate index payable to the County from SIFMA to a
 All other terms of transaction will remain the same                 percentage of I Month LIBOR
 total outstanding notional amount of
                                                     including  the notional amount schedules with a
                                            80 840 000     IMAGE has perfonned a market based
valuation on the 2010 LIBOR Conversion
                                                  A telephone conference call was
                                                                                        concluded at
approximately                ET on
                                    August      2010 which included representatives of the
RBC and IMAGE and the final                                                                  County
                                  financial temlS of the 2010 LIBOR Conversion were
an authorized                                                                            accepted by
               County official On this call RBC disclosed to the
of the transaction                                                  County the following final terms
                     i the percentage of I Month LIBOR described below ii the amount of
one time                                                                                          the
          payment to the County and intended to
                                                   pay transaction fees and iii the breakdown of
RBC s spread described below


        Our evaluation is based        the
                                  on
                                              following infomlation
        1   RBC has furnished IMAGE with the
                                                               existing ISDA Master Agreement and Schedule
            between RBC and the County with a
                                                              substantially final amended ISDA Confirmations
             the   Confirmations      outlining the terms and conditions of the 2010 LIBOR
            Conversion IMAGE confirmed with
                                                    RBC each of the principal terms to assure that
            the assumptions it utilized in
                                            modeling the transaction conformed to the actual terms


                                       886   Vaughn   ROlld   Poltsfown PA   9465
                                                                                                   II Pug   t

                               Telephone 610 326 4900          racsimile 6JO 326 4902
                                                                                                   DRAFT
                 employed by the 2010 LIBOR Conversion      The 20 0 LlBOR Conversion was
                 executed under the
                                    existing ISDA Master Agreement and Schedule between the
                 County and RBC dated February 22 2006

            2    Using    the telms contained
                                                     within the Confirmations       IMAGE has evaluated
                 market   rates   for transactions                                                      swap
                                                    comparable to the size and stmcture of the 20 I0 LIBOR
                 Conversion assuming that          i the payment fixed
                                                                        legs of the 2010 LIBOR          Conversion
                 payable to RBC is equal to the        existing
                                                         fixed rate the
                and ij the                                                County Pay Fixed Amounts
                            receipts on the floating leg of the 2010 LIBOR Conversion
                County the RBC Pay Floating Amounts are                                  payable to the
                                                                  equal to        of the USD LIBOR
                BBA having a one month
                                            maturity as set forth in the executed Confilmation The
                cashflows on both legs of the 2010 LIBOR
                                                              Conversion are computed based
                                                                                              upon the
                amortizing notional amounts as detailed in the executed Confirmations

           3    As   a result of
                                  executing the 2010 LIBOR Conversion the
                 LIBOR was adjusted from mid market                                percentage of I Month
                                                             pricing to reflect the following
                 spreads in the SIFMAlLIBOR ratio markets credit                                   hedging
                                                                       operational charges and an amount
                 to compensate RBC for services to
                                                       the County deemed to be fair and reasonable
                 IMAGE Pursuant to arms                                                                 by
                                               length negotiations between the County and RBC with
                input from IMAGE and in
                                             recognition of significant time effort and services provided
                by RBC as acknowledged by the County the spread adjustment on the
                I Month LIBOR was                                                            percentage of
                                         approximately           basis points 0            below the mid
                market percentage of               which was earned by RBC as
                                                                                  swap counterparty The
                present value of 1 basis point 0 01     of yield was equal to
                on the trade date
                                                                               approximately
                                    August       2010 RBC disclosed its spread below the mid
                                                                                                    market
               rate the RBC
                                 Spread and its components prior to and during the conference call and
               before the authorized COlJmty official
                                                       verbally awarded the 2010 LIB OR Conversion to
               RBC The breakdown of the RBC
                                                     spread was as follows        basis points 0        or
                           for credit charge and profit and
                                                                hedging expenses of           basis points
                0 0        or                In light of current extraordinary market conditions we
               believe RBC s Spread was reasonable and IMAGE has confirmed
                                                                                      that RBC s claimed
               mid mat ket value was on market at the time of execution           To our
                                                                                           knowledge no
               payments were made by RBC to any other party than the
                                                                           County as a result of the 2010
               LIBOR Conversion


          4 To establish the basis for mid market
                                                  pricing                we   contacted national   broker dealers
            who have an established
                                             industry
                                             reputation as                competitive providers
                                                                                    of the type of
             swap contemplated herein We also used specific market data derived from interest
                                                                                               rate
             curves and ratios found on
                                          Bloomberg and structured the 2010 LIBOR Conversion
             using financial modeling software Based on the foregoing we calculated the mid
            market value at approximately the same level as RBC
                                                                            The County official
            participating in the conference call verbally accepted the terms recited by RBC and
            reviewed by IMAGE under the 2010 LIBOR Conversion

      Based upon the above described information and such other
                                                                       documents calculations and
mattersas  we have deemed
                               appropriate a the terms atld conditions of the 2010 LIBOR
Conversion for a counterparty to be
                                    willing to take on the interests and obligations as        in   specified

                                          886 Vaughn Road Polls own PA 19465                           2lPugc
                                    Telephone 6 0 326 4900 Facsimile 610 326 4902
                                                                                                       DRAFT
  the 2010 LlBOR Conversion
                                   Confilmations in an anns length market transaction
  the time of the trade reflect a fair market value                                    committed to at
                                                    of snch transactions
                                                                         and were reasonable given the
  methodology described above and b as interpreted by the Debt Act the
                                                                                        2010 LIBOR
  Conversion contains financial terms and conditions
                                                         which are reasonable to the
  date of the award                                                                   County as of the

           The
             County determined to enter into the 2010 LIBOR Conversion on a
  than                                                                       negotiated rather
       competitive basis with RBC without our involvement
                                                          except to confirm RBC as a qualified
  provider under the Debt Act IMAGE did not inquire whether       other
                                                                     any        counterparty may have
 executed   a similar swap for a different
                                            percentage of LIBOR or spread to mid market We acted
 solely as the Independent Financial Advisor as defined in the Debt Act to the
 the 2010 UBOR Conversion and not as a                                            County in relation to
                                               financial advisor generally to the
 capacity as investment banker to the County presented the                        County RBC in its
selected the 20ID LIBOR Conversion structure based             County with alternatives The County
                                                           on its own evaluation of
                                                                                      this information
and the information contained in the interest rate
                                                         management plan prepared by IMAGE the
  IRMP       We have
                       perfonned no due diligence on the County s or RBC s financial condition
IMAGE is not an agent or affiliate of RBC We
                                                      were not
the ultimate financial outcome of this                          rendering an opinion on suitability or
                                          transaction which will rely on market financial and
circumstances that are impossible to                                                              legal
                                        predict We make no                  representation   as   to the
                                                                                                           counterparty   s
ongoing financial    soundness


          IMAGE is         established
                      an
                                         bidding
                                             agent and arranger of swaps within the
                                                                                        industry for
municipal indexed interest rate       swaps    options and derivatives and is professionally
knowledgeable and experienced in     the financial aspects and risks of such transactions
                                                                                            IMAGE
 obtains information which serves as the basis for all
                                                            valuation calculations from sources it
believes to be reliable and consistent with
                                              prevailing market conditions at the time and date of
such calculation All valuations
                                   represent IMAGE s estimates of a market based assessment of
any derivative transaction   As atl arranger of interest rate
                                                               swaps IMAGE continually conducts
transactions among participants in these markets
                                                   including both dealers and end users



INVESTMENT MANAGEMENT ADVISORY GROUP
                                     INe



By
         Robert W Jones
         Managing   Director




                                                                                                              3   I rag
                                      886    Vaughn Road    PoustOWI1 PA J9465
                                 Telephone   610 326 4900    Facsimile 610 326 4902
                           EXHIBIT B

 AMENDED CONFIRMATIONS TO
                          QUALIFIED INTEREST
           RATE   MANAGEMENT AGREEMENTS


amending previous County   ISDA Master   Agreement and Schedule




                     EXHIBrT B
                    Page    1 of 25
    Dl   Fr
                 August   4 20 0
                                   Preliminary         ubjcct   to   cJwlIge   and final
                                                                                           legal   and credit
                                                                                                                approval
       f1ENDMENT          supersedes   ollr   c10curnent dated 01 Dee 200R




   Fax It 1 717 771 9804



                                                                                   ITBD 2010
   COUNTY OF YORK THE
                                         PENNSYLVANIA

  YORK COUNTY ADMINISTRATIVE
                             OFFICES
  ONE WEST MARKETWAY 4TH FLOOR
  YORK PA
  USA 17401

  Attention               CHIEF CLERK              ADMINISTRATOR
  Re        SWAP Transaction MATURING 01 Jun
                                             2030 FOR USD 19 090 000 00

            Our Ref No 1629965            1688334




 Dear Sir   or   Madam


 The purpose of this letter is to set forth the terms
                                                      and conditions ofthe Transactions entered into
 the Trade Date                                                                                       between us           on
                specified below the Transaction This letter constitutes a Confirmation as
                                                                                               referred to in the
 ISDA Master Agreement specified below


 The definitions and provisions contained in the
                                                 2006 ISDA Definitions as published
 and Derivatives Association Inc are                                                 by the International Swaps
                                       incorporated into this Confirmation In the event ofany inconsistency
 between those definitions and provisions and this Confirmation this
                                                                     Confirmation will                    govern

 I This Confirmation
                      supplements forms part of and is subject to the ISDA Master Agreement dated as of22
Feb 2006 as amended and
                            supplemented from time to time the Agreement between you and us All
provisions contained in the Agreement govern this Confirmation
                                                                 except as expressly modified below
2 The terms of the
                     particular Swap          Transaction to which this Confirmation relates         are as   follows

Notional Amount               USD 19 090 000 00

Trade Date                    01 Dec 2008


Effective Date                0   Dee 2008

Tennination Date              01 Jun 2030



                              Subject   to    adjustment   in accordance with the Modified
                              Business            Convention
                                                                                                       Following
                                          Day
Fixed Amounts
   FIxed Notional Amount                    USD 19 090 OOO OO       see   Cash flow attached

   Fixed Rate   Payer                       COUNTY OF YORK TH E                   PENNSYL VANIA
   Fixed Rate   Payer Payment    Dates      SEMINANNUALLY commencing 0001 Jun 2009                              to
                                                                                            sobject
                                            adjustment in accordance with the Modified
                                            Bosiness Day Convention
                                                                                       Following

   Fixed Rate                               4 33500 percent

  Fixed Rate    Day   COllnt Fraction      30 360

  Business    Day                          London New York

  Fee                                      Not
                                                 applicable
  Floating Amounts J
   From and including the Effective
  Date to but excluding TBD        2010

 Floating   Notional Amount                 USD 19 090 000 00       see   Cash flow attached

 Floating Rate Payer                       ROYAL BANK OF CANADA

 Spread                                    0 00000 percent


 Floating Rate Payer Payment      Dates    SEMI ANNUALLY
                                                               commencing 011 01 Jun 2009             subject   to
                                           adjustment in accordance with the Modified
                                                                                               Following Business
                                           Day Convention     and there will be     no
                                                                                         adjustment   to the
                                           Calculation Period

 Floating Rate for initial Calculation     To be determined
 Period


 Floating Rate Option                      USD SIFMA      Municipal Swap       Index

Designated Maturity                        1 WEEK


Determination Date                        Each   Wednesday     or   if such
                                                                       day is not a New York Business
                                          Day   then the next succeeding New York Business
                                                                                              Day during
                                          the Calculation Period except that the initial rate shall be
                                                                                                       that
                                          rate determined for the
                                                                   Wednesday immediately preceding the
                                          Effective Date provided however if
                                                                                       tbeFloating
                                                                                             Rate          Option
                                          for any Reset Date is the           Index then the Determination
                                                                          Kenny
                                          Date for such Reset Date shall be
                                                                               Tuesday or if such day is not
                                          a New York Business           then the next
                                                                   Day                succeeding New York
                                          Business Day during the Calculation Period
                                                                                          except that the
                                          initial rate shall be that rate determined fOl the
                                                                                             Wednesday
                                          immediately preceding the Effective Date
Floating   Rate Day Count Fraction        ActuallActual

Reset Dates
                                          Each   Thursday or ifsuch day is not a New York Business Day
                                          then the nextsucceeding New York Business Day during the
                                          Calculation Period
      Method of Averaging
                                                 Weighted Average
   Business    Day                              London New YOlk




  Compounding                                   Not applicable

  Fee
                                                Not   applicable
  Floating Amounts II
   From and including JTBD 201
                                 OJ to
  but excluding the Tennination Date


  Floating   Notional Amount                   usn 19 090 000 00       see   Schedule A attached

 Floating Rate Payer                           ROY AL BANK OF CANADA                 PARTY A

 Spread                                        0 00000 percent


 Floating    Rate   Payer Payment     Dates    SEMI ANNUALL Y
                                                              commencing        on ITBD subject to
                                               adjustment in accordance with the Modified
                                                                                          Following    Business
                                               Day Convention and there will be no adjustment to the
                                               Calculation Period

 Floating Rate for initial Calculation         To be determined
 Period


Floating    Rate Option                       USD LIBOR BBA            JTBD
Designated Maturity                           rTBD    MONTH

Floating   Rate   Day     Count Fraction      Actual 360

Reset Dates                                   The first
                                                          day   of each Calculation Period

Business    Day     for   Payments            New York

Business   Day      for Rate Resets
                                              London

Compounding                                   Not applicable

Fee                                           Not   applicable
  3 Account Details



 Payments        ROYAL BANK            CHASUS33
 to              OF CAN ADA
                                       JPMORGAN CHASE BANK               N A NEW YORK
                                       Account     001 1 153004
                                       ROYCCAT3IMM
 Payments       COUNTY OF              PLEASE PROVIDE WIRE INSTRUCTIONS
 to             YORK THE
                PENNSYLVANIA




4 Offices



 a    The Office of COUNTY OF YORK THE
                                                    PENNSYLVANIA for the Transaction is YORK




 b The Office of ROYAL BANK OF CANADA for
                                          the Transaction is TORONTO




5 Other


      a   RELATED BONDS


     For purposes of this Transaction Related Bonds shall mean
                                                                         initially Party B s General
     Obligation Note Floating Rate Mode Series of 2010 No 2010 1 and
                                                                                   any debt obligations
     issued by Party B to
                          subsequently refund such Related Bonds in which case the refunded obligations
     which are no longer outstanding as defined in the Debt
                                                              Act will no longer constitute the Related
     Bonds



      b MAXIMUM INTEREST RATE


  The maximum interest rate the Maximum Interest Rate
                                                              payable by Pmiy B for periodic
  scheduled payments pursuant to this Transaction not
                                                      including termination payments will not
  exceed 4 335  per annum


 The maximum       net  payments by fiscal year of Party B shall not exceed
      i   theperiodic scheduled payments not including termination payments          at   the Maximum Interest
          Rate specified for this Transaction and

 ii       the maximum interest   rate of25 00
                                                 payable   on   the Related Bonds   to   which this Transaction
          relates
 c
     DEFINITIONS

For purposes of this Transaction
                                 the definition of Bond Ordinance
the Agreement is amended as                                                        in Part 5 16 of the Schedule       to
                                  follows

 Swap Resolution    or   Ordinance    ShaH     mean      the ordinance enacted
Board of                                                                             November 5 2006 by the
                                                                                    on
           County Commissioners       of    Party   B
                                                        authorizing   and
also refer   to                                                             approving this Transaction and shall
                  any and   all   ordinance   s   or   resolution s         of Palty B hereafter
supplementing such docmnents       as a   result of issuance of debt                               atnending or
Related Bonds                                                               obligations   to   refund atlother series of
 This Confimlalion may be executed and delivered in
                                                    counterparts including by facsimile transmission or be
 created by an exchange oftelexes or by an exchange of electronic messages on an electronic
                                                                                            messaging system
 which in each case upon your confinnation in the manner
                                                         prescribed hereunder will be deemed for all purposes
 to be a legally binding transaction


Please confinn that the foregoing correctly sets forth the tenns of our
                                                                        agreement by signing in the space
provided below and returning same to us by facsimile transmission or send to us within two 2 Business Days
a letter
         by facsimile transmission or telex or electronic messaging system similar to this letter which sets forth
the material telms of the foregoing Transaction to which this Confirmation relates and which indicates
                                                                                                           your
agreement to those     tenns



Royal   Bank of Canada confirms and COUNTY OF YORK
                                                                THE PENNSYL VANIA acknowledges that
this Confirmation has been executed by Royal Bank of Canada
                                                                  by means of a computer based system and that
such execution shall have the same legal effect as if a signature had been
                                                                           manually written on such
Confirmation and that such Confirmation shall be deemed to have been
                                                                         signed by Royal Bank of Canada for the
purposes of any statute or rule of law that requires such Confirmation to be signed The parties acknowledge
that in any legal proceedings between them respecting or in atlY
                                                                  way relating to this Confirmation each  party
expresslywaives any right to raise any defense or waiver of liability based upon the execution of this
Confirmation by Royal Bank of Canada by means of an
                                                       electronically produced signature


Telephone      No              41842 5t06                 Facsimile No                   416 842 4902


Yours     sincerely                                       Confirmed      as   of the date first written

For and   on   behalf of                                  For and   on   behalf of

ROYAL BANK OF CANADA                                      COUNTY OF YORK THE                     PENNSYLVANIA




By                                                        By
Authorized     signature                                  Authorized     signature
Sonia     Navage
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    DRAFT August 4 2010         Preliminary subject   to            and final
                                                           chnnge               legal   and credit    approval

    AMENDMENT supersedes         our   document dated 01 Dee 20 8




    Fax   1 717 77   9804


                                                                         TBD 2010


    COUNTY OF YORK THE               PENNSYLVANIA

    YORK COUNTY ADMINISTRATIVE OFFICES

    ONE WEST MARKETWAY 4TH FLOOR
YORK         PA
    USA 17401


Attention              CHIEF CLERK           ADMINISTRATOR

Re         SWAP Transaction MATURING 02 Jun 2031 FOR USD 30 645 000 00


            Our Ref No 1629908         1688275




Dear Sir or Madam


The purpose of this letter is to set forth the terms and conditions of the Transactions entered into between us   on

the Trade Date specified below the Transaction This letter constitutes a Confinnation as referred to in the
ISDA Master       Agreement specified   below


The definitions and    provisions   contained in the 2006 ISDA Definitions as published by the International
                                                                                                             Swaps
and Derivatives Association Inc          incorporated into this Confirmation In the event of any inconsistency
                                       are

between those definitions    and provisions and this Confirmation this Confmnation will govern


1    This Confirmation   supplements fonns part of and is subject to the ISDA Master Agreement dated as of22
Feb 2006     as   amended and   supplemented from time to time the Agreement between you and us All
provisions   contained   in the Agreement govern this Confirmation except as expressly modified below


2 The terms ofthe particular    Swap    Transaction to which this Confirmation relates       are as   follows


Notional Amount             USD 30 645 000 00


Trade Date                   01 Dee 2008


Effective Date              02 Dee 2008


Termination Date            02 Jun 2031



                            Subject    toadjustment in accordance      with the Modified      Following
                             Business   Day Convention
  FloatingAmounts I
  From and including the Effective
 Date to but   excluding fTBD          2010


 Floating   Notional Amount                 usn 30 645 000 00       see   Casb flow attached

 Floating Rate Payer                        ROYAL BANK OF CANADA

 Spread                                     0 00000 percent

 Floating   Rate   Payer Payment            SEMI ANNUALLY       commencing on 02 Jun 2009 subject to
 Dates                                      adjustment in accordance with the Modified Following Business
                                            Day Convention and there will be no adjustment to the
                                            Calculation Period

 Floating   Rate for initial Calculation   To be determined
 Period


 Floating   Rate   Option                  USD SIFMA
                                                              Municipal Swap Index

 Designated Maturity                       lWEEK




 Determination Date                        Each Wednesday              if such
                                                                  or
                                                                        day is not a New York Business
                                           Day   tben the next succeeding New York Business Day during
                                           tbe Calculation Period
                                                                    except that the initial rate shall be that
                                           rate determined for the Wednesday immediately preceding the
                                           Effective Date      provided    however if the   Floating   Rate   Option
                                           for any Reset Date is the Kenny Index then the Determination
                                           Date for such Reset Date shall be
                                                                             Tuesday or if such day is not
                                               New York Business            then the next succeeding New York
                                           a
                                                                       Day
                                           Business   Day during       the Calculation Period except that the
                                           initial rate shall be that rate determined for the     Wednesday
                                           immediately preceding         the Effective Date


Floating Rate Day     Count Fraction       Actual Actual

Reset Dates                                Each    Thursday or if such day is not a New York Business Day
                                           then   the next succeeding New York Business Day during the
                                           Calculation Period

Method of Averaging                        Weighted Average
Business    Day                            London New York




Compounding                                Not applicable


Fee                                        Not   applicable

Floating Amounts II
 From and including ITBD 2010J to

but excluding the Termination Date
 Floating   Notional Amount                    usn 30 645 000 00         see   Schedule A attached


Floating    Rate   Payer                       ROYAL BANK OF CANADA                     PARTY A


Spread                                         0 00000   percent

Floating    Rate   Payer Payment     Dates     SEMI ANNUALLY             commencing     on   TBD     sub iect to

                                               adjustment    ill accordance with the Modified         Following
                                               Business    Day Convention        and there will be                  to
                                                                                                     no
                                                                                                       adjustment
                                               the Calculation Period


Floating Rate for        initial Calculation   To be determined

Period


Floating    Rate   Option                      USD LIBOR BBA              TBD


Designated Maturity                            TBD MONTH


Floating Rate Day Count          Fraction      Actu al 360


Reset Dates                                    The first   day of each   Calculation Period

Business Day       for   Payments              New York


Business    Day    for Rate Resets             London


Compounding                                    Not   applicable

Fee                                            Not   applicable

Fixed Amounts


Fixed Notional Amount                          USD 30 645 000 00     see       Cash flow attached


Fixed Rate Payer                               COUNTY OF YORK THE                   PENNSYLVANIA

Fixed Rate   Payer Payment        Dates        SEMI ANNUALLY             commencing     on   02 Jun 2009 subject to
                                               adjustment    in accordance with the Modified        Following
                                               Business Day    Convention and there will        be no adjustment to
                                               the Calculation Period


Fixed Rate                                     4 06000   percent

Fixed Rate Day Count Fraction                  30 360

Business                                       London New York
            Day
Fee                                            Not applicable
 3 Account Details



Payments          ROYAL BANK               CHASUS33
to                OF CANADA                JPMORGAN CHASE BANK N A NEW YORK
                                           Account 001 1 153004
                                           ROYCCAT3IMM

Payments          COUNTY OF                 PLEASE PROVIDE WIRE INSTRUCTIONS
to                YORK THE
                  PENNSYLVANIA




4 Offices



 a   The Office of COUNTY OF YORK THE                       PENNSYL VANIA for the Transaction is YORK




b    The Office of ROYAL BANK OF CANADA for the Transaction is TORONTO




5 Other


      a    RELATED BONDS


     For  purposes of this Transaction     Related Bonds shall mean initially Party B                          s   General
     Obligation  Note Floating Rate Mode        Series of 2010 No 2010 2 and any debt                          obligations
     issued by Party B to subsequently refund such Related Bonds in which case the refunded                    obligations
     which   are no
                      longer outstanding           defined in the Debt Act will                     constihlte the Related
                                              as                                      no
                                                                                           longer
     Bonds



     b MAXIMUM INTEREST RATE


     The maximum interest rate   the Maximum Interest Rate       payable by Party B for periodic
     scheduled payments pursuant to this Transaction not including tennination payments will not
     exceed 4 06  per annum


     The maximum      net   payments   by fiscal   year of Party B shall not exceed
     0     the periodic scheduled      payments     not   including   termination payments atlhe Maximum interest
           Rate   specified   for this Transaction    and
     ii    the maximum interest rate of 25 00                              the Related Bonds
                                                          payable     on                       to which   this Transaction
           relates
 n   DEFINITIONS


For purposes of this Transaction the definition of Bond Ordinance                  in Part         of the Schedule to
                                                                                              16
                                                                                              5
the Agreement is amended         as   follows


 Swap Resolution or Ordinance Shall mean the ordinance enacted on November 5 2006 by the
Board of County Conm1issioners of Party B authorizing and approving this Transaction and shall
also   refer   to   any   and   all   ordinance            resolution       of
                                                  s   or                s
                                                                                Party B      hereafter   atnending   or

supplementing       such documents     as a   result of issuance of debt    obligations to   refund another series of
Related Bonds
This Confitmation may be executed and delivered in counterparts including by facsimile transmission or be
created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system
                                                                                                  all purposes
which in each case upon your confirmation in the manner prescribed hereunder will be deemed for
to be a   legally binding transaction

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing in the space
                                                                              to us within two 2 Business Days
provided below and returning same to us by facsimile transmission or send
a letter by facsimile transmission or telex or electronic messaging system similar to this letter which sets forth
the material telms ofthe foregoing Transaction to which this Confirmation relates and which indicates your
agreement    to those terms


                                                                          PENNSYLVANIA           acknowledges   that
Royal     Bank of Canada confirms and COUNTY OF YORK THE

this Confirmation has been executed by Royal Bank of Canada by       means of a computer based system and that

such execution shall have the same legal effect as if a signature had been manually written on such
Confirmation and that such Confirmation shall be deemed to have been signed by Royal BanIe of Canada for the
purposes of any statute      or            requires such Confirmation to be signed The paliies acknowledge
                                  rule of law that
that in any legal proceedings                respecting or in any way relating to this Confirmation each party
                                     between them
                                                                                   the execution of this
expressly waives any right to raise any defense or waiver ofliability based upon
Confirmation by Royal Bank of Canada by means of au electronically produced signature




                No                416 842 5106             Facsimile No                  416 842 4902
Telephone

Yours                                                      Confirmed      as   ofthe date first written
          sincerely

For and    on   behalf of                                  For and   on   behalf of


ROYAL BANK OF CANADA                                       COUNTY OF YORK TH E                   PENNSYLVANIA




By                                                         By

Authorized       signature                                 Authorized     signature

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DRAFT August 4 2010 I             reliminary subject    to   change   and final   legal   llnd credit appro al


AMENDMENT            supersedes   Ollr   document dated 01 Dee 20 8




Fax   1 717771 9804


                                                                           ITBD 20101

COUNTY OF YORK THE                   PENNSYLVANIA

YORK COUNTY ADMINISTRATIVE OFFICES
ONE WEST MARKETWA Y 4TH FLOOR
      PA
    YORI
USA 17401

Attention              CHIEF CLERK            ADMINISTRATOR

Re      SWAP Transaction MATURING 01 Jun 2033 FOR USD 32 605tOOO OO


         Our Ref No 1629892              1688255




Dear Sir or Madam


The purpose of this letter is to set forth the terms and conditions of the Transactions entered into between us     on

the Trade Date specified below the Transaction This letter constitutes a Confirmation as referred to in the

ISDA Master       Agreement specified     below


The definitions and provisions contained in the 2006 ISDA Definitions as published by the International Swaps
and Derivatives Association Inc are incorporated into this Confirmation In the event of any inconsistency
between those definitions and provisions and this Confirmation this Confirmation will govern


1 This Confirmation       supplements forms part of and is subject to the ISDA Master Agreement dated as          of22
Feb 2006     as   amended and   supplemented from time to time the Agreement between you and us All
provisions   contained   in the Agreement govern this Confirmation except as expressly modified below


2 The terms of the    particular Swap     Transaction to which this Confirmation relates       are as   follows



Notional Amount              USD 32 605 000 00


Trade Date                   01 Dee 2008


Effective Date               01 Dec 2008


Tennination Date             01 Jun 2033



                             Subject to adjustment      in accordance with the Modified          Following
                             Business     Day   Convention


Fixed Amounts

Fixed Notional AmoLlnt                      USD 32 605 000 00       see   Cash flow attached


Fixed Rate    Payer                         COUNTY OF YORK THE                   PENNSYL VANIA

Fixed Rate    Payer Payment   Dates         SEMI ANNUALLY           commencing      on   01 JUIl 2009 subject to
                                            adjustment   in accordance with the Modified         Following
                                            Business Day Convention

Fixed Rate                                  4 43000 percen t


Fixed Rate Day Count Fraction               30 360

Business Day                                London     New York


Fee                                         Not   applicable

Floating Amounts I
From and including the Effective
Date to but excluding rTBD      2010


Floating   Notional Amount                  USD 32 605 000 00       see   Cash flow attached


Floating Rate Payer                         ROYAL BANK OF CANADA


Spread                                      0 00000 percent


Floating Rate Payer Payment      Dates      SEMI ANNUALLY commencing on 01 Jun 2009 subject to
                                            adjustment in accordance with the Modified Following Business
                                            Day Convention     and there will be     no   adjustment to the
                                            Calculation Period


Floating   Rate for initial Calculation     To be determined
Period


Floating Rate Option                        USD SIFMA        Municipal Swap Index

Designated Maturity                         lWEEK

Determination Date                          Each   Wednesday       or       day is not a New York Business
                                                                        ifsuch

                                            Day    then the next   succeeding New York Business Day during
                                            the Calculation Period except that the initial rate shall be that
                                            rate determined for the Wednesday immediately
                                                                                               preceding the
                                            EtJective Date provided however if the Floating Rate Option
                                            for any Reset Date is the Kenny Index then the Determination
                                            Date for such Reset Date shall be Tuesday           or   if such   day is   not

                                            a New    York Business            then the next
                                                                        Day                   succeeding New       York
                                            Business   Day during       tbe Calculation Period   except    that the
                                            initial rate shall he that rate determined for the         Wednesday
                                            immediately preceding the         Effective Date


Floating Rate Day     Count Fraction        Actual Actual
 Reset Dates                                 Each   Thursday or if such day is not a New Yorl Business Day
                                             then the next succeeding New York Business Day during the
                                             Calculation Period

 Method of Averaging                         Weighted Average

 Business   Day                              London New York




 Compounding                                Not
                                                   applicable
 Fee                                        Not applicable


Floating Amounts II
From and including TBD 20101 to
but excluding the Tennination Date


Floating Notional       Amount              USD 32 605 000 00         see   Schedule A attached

Floating   Rate   Payer                     ROYAL BANK OF CANADA                    PARTY A

Spread                                      0 00000     percent

Floating   Rate   Payer Payment     Dates   SEMI ANNUALLY
                                                                        commencing   on   TBD  subject to
                                            adjustment     in accordance with the Modified
                                                                                                Following Business
                                            Day Convention        and   there will be no adjustment to the
                                            Calculation Period


Floating   Rate for initial Calculation     To be determined
Period


Floating   Rate   Option                    U8D LIBOR BBA               TBD


Designated Maturity                         TBD     MONTH


Floating Rate Day       Count Fraction      Actual360


Reset Dates                                 The first
                                                        day of each     Calculation Period

Business   Day    for   Payments            New York

Business   Day    for Rate Resets           London


Compounding                                 Not applicable


Fee                                         Not   applicable
3 Account Details



Payments         ROYAL BANK           CHASUS33
to               OF CANADA            JPMORGAN CHASE BANK N A NEW YORK
                                      Account      001 1   153004

                                      ROYCCAT3IMM


Payments         COUNTY OF            PLEASE PROVIDE WIRE INSTRUCTIONS
to               YORK THE

                 PENNSYL VANIA




4 Offices



a    The Office of COUNTY OF YORK THE                PENNSYLVANIA for the Transaction is YORK




b    The Office ofROYAL BANK OF CANADA for the Transaction is TORONTO




5 Other


     a    RELATED BONDS


     For purposes of this Transaction          Related Bonds    shall   mean
                                                                                initially     Pat ty B   s   General

     Obligation        Floating
                     Note           Rate Mode      Series of 2010   No 2010 3  and any debt              obligations
     issued by Party B to subsequently   refund such Related Bonds in which case the refunded            obligations
     which are no longer outstanding      as   defined in the Debt Act will    no
                                                                                    longer   constitute the Related
     Bonds


     b MAXIMUM INTEREST RATE


     The maximum interest rate the Maximum Interest Rate         payable by Party B for periodic
     scheduled payments pursuant to this Transaction not including termination payments will not
     exceed 4 43      per   annum




     The maximum net     payments by fiscal year of Party B shall not exceed
      i    the          scheduled payments not including termination payments           at the Maximum Interest
               periodic
           Rate specified for this Transaction and

     ii    the maximum interest rate of25 00      payable on the Related Bonds         to which   this Transaction
           relates


     a    DEFINITIONS
                                                                  in Part 5 16 of the Schedule to
For purposes of this Transaction the definition of Bond Ordinance
the Agreement is amended as follows



                                                                                                     Board of
 Swap   Resolution or Ordinance Shall mean the ordinance enacted on November 5 2006 by the
                                                 and approving this Transaction and shall also refer to any
County Commissioners of Party B authorizing
and all ordinance s or resolution s of Party B hereafter amending or supplementing such documents
                                                                                                         as a


result of issuance of debt obligations to refund another series of Related Bonds
Tllis Confirmation may be executed and delivered in counterparts including by facsimile transmission or be
created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system
which in each case upon your confirmation in the manner prescribed hereunder will be deemed for all plUlJoses
to be   a
            legally binding    transaction


Please confim1 thaI the    foregoing correctly sets forth the telms of our agreement by signing in the space
provided      below andreturning same to us by facsimile transmission or send to us within two 2 Business Days
a letter by facsimi Ie transmission or telex or electronic messaging system similar to this letter which sets forth
tbe material terms ofthe foregoing Transaction to which this Confirmation relates and which indicates your
agreement        to   those terms


Royal Bank of Canada           confirms and COUNTY OF YORK THE                         PENNSYLVANIA acknowledges that
this Confirmation has been executed            by Royal     Bank of Canada    by   means of a computer based system and that

such execution shall have the         same   legal effect   as
                                                                           manually written on such
                                                                 if a signature had been

Confirmation and that such Confirmation shall be deemed to have been signed by Royal Bank of Canada for the
purposes of any statute or rule of law that requires such Confirmation
                                                                       to be signed The parties acknowledge

that in any legal proceedings between them respecting or in any way relating to this Confirmation each party
expressly waives any right to raise any defense or waiver of liability based upon the execution of this
Confirmation by Royal Banle of Canada by means of an electronically produced signature




Telephone        No                 416 842 5106                        Facsimile No                  416 842 4902


Yours       sincerely                                                   Confirmed      as   of the date first written

For and     on   behalf of                                              For and   on   behalf of


ROYAL BANK OF CANADA                                                    COUNTY OF YORK THE                     PENNSYL VANIA




By                                                                      By

Authorized        signature                                             Authorized     signature

 Sonia      Navage
u

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p
                                                                     CERTIFICATE

                                                                     OF YORK PelIDsylvania the
                      undersigned Chief Clerk of the COUNTY
                                 1       the
                                                and correct copy of Ordinance No 2010 06 that was
 County    certify that the foregoing is a true
                                                          of the Board of County Commissioners of
enacted by affim1ative vote of a majOlity of all members
                                                       said Ordinance has     beendulyrecorded in
the   County   meeting duly held on August 18 2010
                              at a
                                                        to the intent to enact said Ordinance has
the ordinance book of the County a notice with respect
                                       Ordinance was available for inspection by any interested
been published as required by law said
                                                                           Local Government  Unit
                          in accordance with the requirements of the
                                           the
citizen   requesting                             same
                                               and such notice     and said Ordinance has not been
Debt Act of the Commonwealth of PelIDsylvania
                                                   of this Certificate
amended altered modified orrepealed as of the date

                                                                                                                 of the   County met     the
                                 I further          certify   that the Board of   County Commissioners
                                                                                                             65 Pa CS      S70l et seq    as

advance notice and                   requirements of the Sunshine Act
                                            public    comment
                                                                                    a notice of said
amended by advertising the time and place of said meeting by posting prominently
                                               or at the public building in which
                                                                                  said meeting was
meeting at the principal office of the County
                                                     for public comment at such meeting prior to
held and by providing a reasonable opportunity
                                            such Debt Act
enacting said Ordinance all as required by
                                                                    of the Board of County
                         certify that the total number of members
                                     I    further
                                              the vote of members   of the Board of County
 Commissioners of the County is three 3
                                                   was called and duly was
                                                                           recorded upon the
 Commissioners of the County upon said Ordinance
                                                            Commissioners of the County voted
 minutes of said meeting and members of the Board of County

 upon said Ordinance in
                        the                             following manner
                                                                                    v

                                                 Steve Chronister                       1   50


                                                                B Reilly            1
                                                 Christopher                                1



                                                 Doug Hoke                                  y


                                                                              affix the official seal ofthe                        County
                                         IN WITNESS WHEREOF I set my hand and
          thchayiosfAulgSst                         2010


                                                                                                 CfiiefClerk of the County of York
                                                                                                          Pennsylvania
  SEAL

				
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