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HomeMy WebLinkAboutAgenda - 03-02-2006-8bCPRBH Draft No. 3/Februai~= 23, 2006 CONTRACT OF PURCHASE April 13, 200b Orange County Public Facilities Company Hillsborough, North Carolina $ j~na.ountJ Certificates ofParticipation (Orange County Public Ir~aprovetnent Projects), Series 2006A In Certain Payments to be Made Under an Installment Financing Contract by URAl'~jGE CC~U!'~jTY. I~~URTH CAROLIl'~jA Ladies and Gentlemen: The undersigned Banc of America Securities LLC and Siebert Brandford Shank & Co., LLC {collectively, the "Underwriters") offer to enter into this Contract of Purchase (this "Purchase Contract") with Orange County Public Facilities Company (the "Company") for the purchase and sale by the Underwriters of the Certificates of Participation (Orange County Public Improvement Projects), Series 2QO6A (the " 2006A Certificates"), evidencing interests in certain payments to be made under an Installment Financing Contract dated as of April 1, 20Q6 (the "Financing Contract"), between the Company and Orange County, North Carolina {the "County"). This offer is made subject to the terms and provisions of this Purchase Contract and satisfaction of each of the following conditions (i) acceptance by the Company and {ii) delivery to the Underwriters of a Letter of Representation dated the date hereof in the form attached hereto as Exhibit A and duly executed by the County (the "Letter of Representation"). Upon satisfaction of the foregoing conditions, this Purchase Contract will be in full force and effect in accordance with its terms and will be binding on the Company and the Underwriters. If the foregoing conditions are not satisfied as provided abo~~e, this offer is subject to withdrawal by the Underwriters upon written notice delivered to the Company at any time prior to acceptance. This ofTer is made subject to your acceptance of this Purchase Contract on or before noon on April 13, 2006. All terms not otherwise defined herein shall have the same meanings as set forth in the Financing Contract or the Tnist Agreement described below. 1. Purchase and Sale of Certificates. Upon the terms and conditions and in reliance upon the respective representations, «~arranties and covenants herein and in the Letter of Representation, the Underwriters hereby agree to purchase from the Company, and the Company hereby agrees to sell to the Underwriters all (but not less than all) of $[amount] aggregate principal amount of the 2006A Certificates at the purchase price (the "Purchase Price") of $ (equal to the par amount of the 2006A Certificates less an Underwriters' discount of $ plus accrued interest of $ , assuming a Closing Date of April 26, 2006), as shown in Schedule 1 attached hereto. The 2006A Certificates will be executed and delivered pursuant to and secured by a Trust Agreement dated as of April 1, 2006 (the "Trust Agreet~nent"), by and between the Company and The Bank of New York, as trustee (the "Trustee"), and will mature, subject to the right of redemption, as more fully described in the Trust Agreement.. The 2006A Certificates will bear interest from their date, and will have such other terms and provisions, as described in the Final Official Statement (hereinafter defined in Section 2 hereof). The 2006A Certificates are being executed and delivered to (i) provide funds for the acquisition, construction and equipping of a new middle school (the "Middle School") and other public improvement projects (collectively, the "Facilities") and (ii) pay certain costs incurred in connection with the execution and delivery of the 2006A Certificates. The Financing Contract. provides for payment by the County of moneys sufficient to pay the scheduled payments on the 2006A Certificates and all other expenses of the Company associated with the Facilities. As security for the 2006A Certificates, the Company will assign to the Trustee for the benefit of the registered owners of the 2006A Certificates (the "Owners") substantially all of its rights under the Financing Contract and certain moneys and securities held by the Trustee under the Trust Agreement. As security for its obligations under the Financing Contract, the County will execute and deliver to the deed of trust trustee, for the benefit of the Company, a Deed of Trust and Security Agreement dated as of April 1, 2006 (the "Deed of Trust"), granting, among other things, a lien of record on site of the Middle School and the buildings, fixtures and improvements thereon (the "llilortgaged Pra~erty"), subject to Permitted Encumbrances. Pursuant to the Financing Contract, Installment Payments payable ley the County thereunder will be paid directly to the Trustee. The Middle School will be subject to a Lease dated as of April 1, 2006 (the "Lease") between the County, as lessor, and The Orange County Board of Education {the "Board of Education") as lessee. The Board of Education will also enter into an Agency Agreement dated as of April 1, 2006 (the "Agent}%Agr°ee~nent") with the County whereby the County will appoint the Board of Education as its agent to carry out the design, acquisition, construction, installation, renovation and equipping of the Middle School. The Underwriters agree to make a bona fide public offering of all of the 2006A Certificates at the initial offering prices or yields set forth on the cover of the Final Official Statement. The Undet-~~~riters, ho«~ever, reserve the right to change such initial offering prices or yields as the Underwriters deem necessary in connection «~~ith the marketing of the 2006A Certificates and to offer and sell the 2006A Certificates to certain dealers (including dealers C-883838v3 13361.00022 2 depositing the 2006A Certificates into investment trusts, including investment trusts managed by the Underwriters) and others at prices lower than the initial offering prices or yields set forth in the Final Official Statement. The Underwriters also resei•~=e the right to over-allot or effect transactions which stabilize or maintain the market price of the 2006A Certificates at a level above that which might otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any time. The Underwriters will provide to Sanford Holshouser LLP, Raleigh, North Carolina {"Special Counsel") and others such evidence of the initial public sale price of the 2046A Certificates as the Company or the County may request and will supplement such information as may be necessary to continue its accuracy. The Undet-~~vriters represent and warrant that the 2446A Certificates will be offered only pursuant to the Preliminary Official Statement (defined below in Section 2) and the Final Official Statement and only in states where the offer and sale of the 2046A Certificates are legal, either as exempt securities, as exempt transactions or as a result of registration of the 2406A Certificates for sale in any such state. The Underwriters have designated Banc of America Securities LLC to act as their representative (the "Representative"), and hereby represents that it as Representative has been duly authorized to execute this Contract of Purchase and to perform other functions, as herein set forth, for and on behalf of the Underwriters. 2. Off cial Statement. (a) The Company agrees to cause the County to deliver to the Underwriters, at such addresses as the Under«--~riters shall specify, as many copies of the final Official Statement dated April 13, 244b relating to the 2006A Certificates (the "Final Official Statement"} as the Underwriters shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule'') and with Rule G-32 and all other applicable rules of the Municipal Securities Rulernaking Board. The Company agrees to cause the County to deliver such Final Official Statements within seven business days after the execution hereof. It is understood that, in undertaking to cause the County to deliver Final Official Statements pursuant to this subparagraph (a), neither the Company nor the directors, officers, employees or agents of same are undertaking any responsibility for the accuracy or completeness of the information in the Final Official Statement concerning the County. The Underwriters represent that a copy of the Final Official Statement will be deposited before the "end of the under°tivriting peg°iod," as defined below, with each of the follo«~ing municipal securities information repositories: FT Interactive Data Bloomberg Municipal Repository Attn: NRIvISIR 104 Business Park Drive 144 William Street, 15~' Floor Skillman, NJ 08558 New Y"ork, NY 14438 Municipal Securities Rulemaking DPC Data Inc. Board One Executive Drive 1900 Duke St., Ste. 600 Fort Lee, NJ 07024 Alexandria, yjA 22314 Standard & Poor's Securities Evaluations, Inc. 55 Water Street, 45~' Floor New ~rork, NY 10041 (b) The Company will take all actions and provide all information reasonably requested by the Underwriters to ensure that the Preliminary Official Statement and the Final Official Statement at all tunes during the initial offering and distribution of the 2006A Certificates do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will not amend or supplement, or approve any amendment or supplement of, either the Preliminary Official Statement or the Final Official Statement without the prior written consent of the Underwriters («~hich consent will not be unreasonably withheld); provided, however, that, if between the date of this Purchase Contract and 2~ days from the end of the underwriting period, as defined below, any event occurs or any fact is disclosed of which event or fact the Company has actual knowledge which might cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a. material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under «~hich they were made, not misleading, the Company will promptly notify the Underwriters, and, if in the opinion of the Underwriters such event or disclosure requires the preparation and publication of a supplement or amendment to the Official Statement, the Company will supplement or amend the Official Statement in form and manner approved by the Underwriters, and the County shall pay all expenses in association therewith, including reasonable attorneys' fees. For purposes of this Purchase Contract, the "et~d of the underwriting periocP' will mean the later of (i) the Closing or (ii) the time that the Under•~vriters no longer retain, directly or as a member of an under-~writing syndicate, an unsold balance of the 2006A Certificates for sale to the public. Unless otherwise notified in «~riting by the Underwriters, the Company shall treat the Closing as the "end of the underwriting peg°i od." (c) The Company agrees to use all reasonable efforts to cause the County to authorize and approve the Preliminary Official Statement dated April 2006 (the "Preliminary Official Statement") and the Final Official Statement (the Final Official Statement, the Preliminary OfTcial Statement and any amendments or supplements that may be authorized for use with respect to the 2006A Certificates are herein referred to collectively as the "O~cial Statement"), to consent to their distribution and use by the Underwriters and to authorize the execution of the Final Official Statement by a duly authorized officer of the County. C-883838v3 13361.00022 4 3. Representations, Warranties crud Covenants af' the Company. The Company represents and «Tarrants to the Underwriters that: (a) the Company is a nonprofit corporation duly created and validly existing and in good standing under the laws of the State of North Carolina and has the power and authority and all necessary licenses and permits to conduct its business as described in the Preliminary Official Statement and the Final Official Statement; (b) to the best of its knowledge, both at the time of its acceptance hereof and at the date of Closing (hereinafter defined), the statements and information contained in the Final Official Statement relating to the Company are and will be true, correct and complete in all material respects and do not and will not contain any untrue statement of a. material fact or omit any statement or information t~-•hich is necessary to make the statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; provided, however, that the Company makes no representation with respect to the information in the Final Official Statement. supplied by the County (including the financial and statistical information in Appendix A thereto) or the Underwriters, or any other party, if applicable, other than that it has no knowledge or notice that such information is inaccurate or misleading; (c) the Company will cooperate with the Underwriters and their counsel at the Underwriters' sole expense in taking all necessary action to qualify the Certificates for offer and sale under the securities or "Blue Sky" la~~-•s of such jurisdictions as the Underwriters may reasonably request and authorize the Llnder~writers, at the Underwriters' sole expense, to make any necessary filings on behalf of the Company in taking any such necessary action; provided, however, that the Company will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with such qualification; {d) the execution and delivery by the Company of this Purchase Contract, the Trust Agreement, the Financing Contract, and the Final Official Statement were duly approved by the Company's Board of Directors in complete conformity with the Articles of Incorporation and the Bylaws of the Company and North Carolina law; (e) the approval, execution and delivery of this Purchase Contract, the Trust Agreement and the Financing Contract and compliance with the provisions thereof and hereof under the circumstances contemplated thereby and hereby, do not and twill not conflict with, constitute a breach of or default under, or result in the creation of a lien on any property of the Company {except as contemplated therein) pursuant to applicable law or any indenture, bond order, deed of trust, mortgage, agreement or other instrument to which the Company is a party except as described in the Final Official Statement, or conflict with or violate any applicable law, administrative rule, regulation, judgment, court order or consent decree to which the Company is subject; (f) there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, or public board or body, pending or, to the best of its knowledge, threatened (i) contesting the corporate existence C-883838v3 13361.00022 c or powers of the Company or the titles of the ot~icers of the Company to their respective offices, (ii) seeking to prohibit, restrain or enjoin the collection of revenues by the Company or the application of the proceeds of the 2006A Certificates wherein an unfavorable decision, ruling or finding would materially adversely affect the financial position of the Company or the validity or enforceability of the 2006A Certificates, the Trust Agreement, the Financing Contract or this Purchase Contract, (iii} contesting or affecting the ~•~alidity of the Trust Agreement, the Financing Contract or this Purchase Contract or (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Final Official Statement (nor, to the best knowledge of the Company, is there any basis therefor); (g) the Company is not in default in the payment of the principal of or interest on any indebtedness for bon•o~=ed money or under any instrument under or subject to which any indebtedness has been incurred, and to the best of its knowledge, no event has occurred or is continuing that, with the lapse of time or the giving of notice or both, l~~ould constitute an event of default under any such agreement; (h) any certificate signed by the President or Vice President of the Company and delivered to the Underwriters ~~~ill be deemed to be a representation and warranty by the Company to the Underwriters as to the statements made therein; (i) when duly executed and delivered at the Closing in accordance with the provisions of this Purchase Contract, the Trust Agreement and the Financing Contract t~-ill have been duly authorized, executed and delivered by the Company and will constitute valid and binding agreements of the Company enforceable in accordance with their terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights; and (j) when duly executed and delivered at the Closing in accordance with the provisions of this Purchase Contract, the 204bA Certificates will constitute valid and binding proportionate undivided interests in the Company's rights to receive the installment payments and certain other revenues pursuant to the Financing Contract enforceable in accordance with their terms. 4. Cor~oratian to Use All Reasonable Efforts to Cause County to Act. The Company will use all reasonable efforts to cause the County to deliver, at the signing hereof, a Letter of Representation in the form of Exhibit A hereto, and at the Closing, a certificate signed by the County Manager of the County as set forth in Section 7(e)(iii)(12). 5. Closing. At 10:00 a.m. (New York time) on April 26, 2006 or at such other time or date as has been mutually agreed on by the Company, the County and the Underwriters (the "Closing Date"}, the Company will deliver, or cause to be delivered, to the Underwriters, at the offices of The Depository Trust Company ("DTC"), 55 Water Street, New York, New York 10041, or at such other place as the Unde7-~~vriters, the Company and the County may mutually agree upon, the 2006A Certificates in definitive form, duly executed and authenticated and registered in the name of Cede & Co. and in such denominations as the Underwriters will have requested in writing not less than two business days before the Closing Date, together with the C-883838v3 13361.00022 other documents hereinafter mentioned; and the Underwriters will accept such delivery and pay the Purchase Price of the 2006A Certificates with bank wire transfer in federal funds payable to the order of the Trustee on behalf of the County. The activities relating to the final execution and delivery of the 2006A Certificates, the Financing Contract, the Deed of Trust and the Trust Agreement and the payment therefor and the delivery of all certificates, opinions and other instruments described in Section 7 of this Purchase Contract shall occur at the offices of Coleman, Gledhill, Hargrave & Peek, P.C., Hillsborough, North Carolina. The payment for the 2006A Certificates and simultaneous delivery of the 2006A Certificates to the UndeY•~~•riters is herein referY•ed to as the "Closing." The 2006A Certificates will be delivered in book-entry form as definitive registered 2006A Certificates initially as one certificate for each maturity, registered in the name of Cede & Co., as nominee of DTC, as registered owner of all of the 200&A Certificates, duly executed and authenticated, with CUSIP identification numbers typed thereon. Neither the failure to type such numbers on any 200~A Certificate nor any error in them will constitute cause for a failure or refusal by the Underwriters to accept delivery of the 2006A Certificates and pay the Purchase Price of the 2006A Certificates. The 2006A Certificates will be made available for checking and packaging by the Underwriters at DTC's facilities in New York, New York, as the Underwriters and the Trustee shall agree not less than 24 hours prior to the Closing. 6. Termination of Purchase Cantract. The Underwriters have the right to cancel its obligation to purchase the 2006A Certificates by notifying the County and the Company of its election to do so, if between the date hereof and the Closing Date: (a) legislation shall have been enacted or introduced by the Congress of the United States, or adopted by either House of the Congress, or enacted or introduced by the General Assembly of the State of North Carolina, or adopted by either House of the General Assembly, or shall have been reported out of committee of either the Congress or the General Assembly, or be pending in committee of either the Congress or the General Assembly, or a decision shall have been rendered by a court of the United States, including the Tax Court of the United States, or a court of the State of North Carolina, or a ruling or an official release shall have been made or a regulation or temporary regulation shall have been proposed or made or a press release or some other form of notice or announcement shall have been issued by the Treasury Department of the United States or the Internal Revenue Service or other federal or state authority having jurisdiction over tax matters, «Tith respect to federal or State of North Carolina taxation upon revenues or other income of the general character to be derived by the County or the Company, or upon interest received on obligations of the general character of the 2006A Certificates, or other action or events shall have transpired which would, in the reasonable judgment of the Underwriters, have the purpose or effect, directly or indirectly, of changing the federal or State of North Carolina tax consequences of any of the transactions contemplated in connection herewith; (b) there shall occur any event, which in the reasonable judgment of the Underwriters (i) «~ould ha~•~e a material and adverse affect on the market price or marketability of the 2006A Certificates, (ii) would make untrue, incorrect or incomplete in any material respect any statement or information contained in the Official Statement, C-883838v3 13361.00022 or (iii) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein, under the circumstances in «~hich they were made, not materially misleading; (c) in the reasonable judgment of the Underwriters, the market price or marketability of the 2006A Certificates or the ability of the Underwriters to enforce contracts for the sale of 2006A Certificates shall have been materially adversely affected by an amendment of or supplement to the Official Statement; {d) there shall have occurred any outbreak of hostilities or other local, national or international calamity or crisis, or a default with respect to the debt obligations of, or the institution of proceedings under the federal bankruptcy laws by or against, the County, any state of the United States or agency thereof, or any county or city located in the United States having a population of over one million persons, the effect of which on the financial markets of the United States will be such as, in the reasonable judgment of the Underwriters, makes it impracticable for the Underwriters to market the 2006A Certificates or enforce contracts for the sale of the 200&A Certificates; {e) there shall have occurred and be in force a general suspension of trading on the New York Stock Exchange or other national securities exchange, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or other national securities exchange, «~hether by virtue of a deteY7nination by any such exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; (f) a general banking moratorium shall have been declared by federal, State of North Carolina or State of New Y"ork authorities having jurisdiction and be in force; (g) there shall occur any material adverse change in the affairs of the County or the Company that is not disclosed in the Official Statement.; (h) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates} or the extension of credit by, or the charge to the net capital requirements of underwriters established by the New York Stock Exchange, the Securities and Exchange Commission, any other federal or state agency or the Congress of the United States, or by Executive Order; or {i) a decision of any federal or state court or a ruling or regulation (final, temporary or proposed) of the Securities and Exchange Commission or other governmental agency shall have been made or issued that would (i) make the 2006A Certificates, or securities similar to the 2006A Certificates subject to the registration requirements of the Securities Act of 1933, as amended, or {ii) require the qualification of an indenture in respect of the 2006A Certificates or any such securities under the Trust Indenture Act of 1939, as amended. 7. Canditians to obligations af- the Undef°wyiters. The obligation of the Under«n-iters to purchase the 2006A Certificates is subject: (a) to the performance by the Company of its obligations to be performed hereunder at and before the Closing; (b) to the performance by the County of its obligations to be performed under the Letter of Representation at and prior to the Closing; (c) to the accuracy of the representations and ~~~an-anties of the Company herein as of the date hereof and as of the time of the Closing; (d) to the accuracy of the representations and warranties of the County in the Letter of Representation as of the date hereof and as of the time of the Closing; and (e) to the following conditions, including the delivery by the County of such documents as are enumerated herein in form and substance satisfactory to Robinson, Bradshaw & Hinson, P. A., counsel to the L7ndei-~~~•riters: (i) At the time of Closing; (1) the Final Official Statement, this Purchase Contract, the Financing Contract, the Deed of Trust, the Lease, the Agency Agreement and the Trust Agreement are in full force and effect and have not been amended, modified or supplemented fi-om the date hereof except as may have been agreed to in writing by the Under~rriters; (2) the proceeds of the sale of the 2006A Certificates are deposited and applied as described in the Final Official Statement; and (3) the County has duly adopted and there are in full force and effect such resolutions as, in the opinion of Special Counsel, shall be necessary in connection with the transactions contemplated hereby. (ii) Receipt of the 2UQ6A Certificates, the Financing Contract, the Deed of Trust, the Lease, the Agency Agreement and the Trust Agreement at or before the Closing. The terms of the 2006A Certificates, as delivered, shall in all instances be as described in the Final Official Statement. The terms of the Financing Contract, as delivered, shall, among other things, specify the County's and any other obligated person's undertaking to provide continuing disclosure in accordance with the Rule and Section 2(n) of the Letter of Representation. (iii) At or prior to the Closing, the Underwriters shall receive copies of the following documents: (1) Final approving opinion of Special Counsel dated the Closing Date, in substantially the form set forth in Appendix C to the OtTicial Statement. C-883838v3 13361.00022 ry (2) Supplementary opinion of Special Counsel addressed to the Underwriters and dated the Closing Date, in substantially the form attached hereto as Exhibit B. (3) An opinion of Coleman, Gledhill, Hargrave & Peek, P.C., Hillsborough, North Carolina, counsel for the County, dated the Closing Date, addressed to the Underwriters, in substantially the form attached hereto as Exhibit C. (4) An opinion of , counsel to the Company, dated the Closing Date, addressed to the Underwriters, in substantially the form attached hereto as Exhibit D. (5) An opinion of Robinson, Bradshaw & Hinson, P.A., counsel to the Underwriters, dated the Closing Date, addressed to the Underwriters, in form satisfactory to the Under«~riters. (6) The Final Official Statement. (7) Certified copies of all resolutions of the County relating to the 2006A Certificates, the Financing Contract, the Lease, the Agency Agreement and the Deed of Trust. (8) Certified copies of such documents of the Company approving the execution and delivery of the Financing Contract, the Trust Agreement and this Purchase Contract as may be required by Special Counsel. (9) A specimen 2006A Certificate. (10) Letters fi•om Moody's Investors SeY•~~ice, Standard & Poor's, a division of The McGra~~~-Hill Companies, and Fitch, Inc. to the effect that the 2006A Certificates have been assigned ratings of , and ,respectively, which ratings shall be in effect as of the date of Closing. (11) A certificate, in form and substance satisfactory to the Underwriters and their counsel, of the President or any duly authorized officer or official of the Company satisfactory to the Underwriters and their counsel, dated as of the Closing Date, to the effect that: (i) each of the Company's representations, warranties and covenants contained herein are true and correct as of the Closing Date; (ii) the Financing Contract, the Tnlst Agreement and this Purchase Contract have been entered into by the Company and are in full force and effect and {iii) the 2006A Certificates have been duly executed and delivered by the Company. (12) A certificate, in form and substance satisfactory to the Underwriters and their counsel, dated the Closing Date, executed by an C-883838v3 13361.00022 1 n appropriate ot~icial of the County to the effect that (i) the representations and warranties of the County in the Letter of Representation are true and correct in all material respects as of the date of Closing and (ii) the Financing Contract, the Lease, the agency Agreement and the Deed of Trust have been entered into by the County and are in full force and effect. (13) Executed copies of the County's certification as to non- arbitrage and other matters relative to the tax status of the 2006 A Certificates under Section 148 of the Interrlal Revenue Code of 1986, as ame~nde~d. (14) Evidence that the Deed of Trust has been duly recorded and that the financing statements, if any, have been duly filed with regard to the Mortgaged Property. (15) A copy of a title insurance policy issued by [Investors Title Insurance Company] naming the Trustee and the Company as beneficiaries and insuring title to the real estate comprising the 1~•Iortgaged Property. (16) Such additional legal opinions, certificates, proceedings, instruments and other documents as counsel to the Underwriters, Special Counsel, or counsel to the Company or the County may reasonably request to evidence compliance by the Company or the County with legal requirements, the truth and accuracy, as of the time of Closing, of the respective representations of the Company and the County herein contained and the due performance or satisfaction by each of them at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. The Underwriters have entered into this Purchase Contract in reliance upon the respective representations, warranties and covenants of the Company and the County contained in this Purchase Contract and in the Letter of Representation. Unless excused by the Underwriters, the Underwriters' obligations under this Purchase Contract are at all times subject to the conditions set forth in this Section '7 and any other express condition contained in any other Section of this Purchase Contract. If any condition to the Underwriters' obligations is not excused or satisfied on or before the Closing Date (or in the case of events described in Section 6 above, immediately upon the occurrence of such event), the Underwriters' obligation and, except as otherwise provided in this Purchase Contract, the obligations of the Company and the County will be immediately discharged, and the Underwriters may terminate this Purchase Contract at any time. If, however, the Company is unable to satisfy the conditions to the obligations of the Underwriters contained in this Purchase Contract, or if the obligations of the Undet•~writers to purchase and accept delivery of the 2006 Certificates is terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriters nor the Company shall be under further obligation hereunder; except that the respective obligations to pay expenses, as provided in Section 10, shall continue in full force and effect. X11 of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase C-883838v3 13361.00022 1 Contract will be deemed to be in compliance with the provisions of this Purchase Contract if, but only if, in the reasonable judgment of the Undet-~vriters and counsel to the Underwriters, they are satisfactory in form and substance. The Undei-~~•riters hereby expressly reserve the right to «~aive any of the conditions to their obligations contained in this Purchase Contract. 8. Mutual Perfor•tnance. The obligations of the Company under this Purchase Contract are subject to the performance by the Underwriters of their obligations under this Purchase Contract. 9. Continuation of Obligations. All representations, warranties and agreements of the Company shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Under-writers, and shall survive the Closing. The obligations of the Company under Section 10 shall survive any termination of this Purchase Contract by the Underwriters pursuant to the terms hereof. 10. Expenses. The Company «~ill use all reasonable efforts to cause the County to pay, but only from the proceeds of the 2006A Certificates or moneys made available pursuant to the Trust Agreement, all expenses incident to the performance of its obligations under this Purchase Contract, including, but not limited to, mailing or delivery of the 2006A Certificates, costs of printing the 2006A Certificates, the Preliminary Official Statement and the Final Official Statement, any amendment or supplement to the Preliminary Official Statement or the Final Official Statement and this Purchase Contract, the cost of preparation (including printing, copying and distribution) of the Financing Contract, the Deed of Trust and Trust Agreement, fees and disbursements of Special Counsel, fees and disbursements of UndeY-~~vriters' counsel, fees and disbursements of County's counsel, fees and disbursements of Trustee's counsel, fees and disbursements of the Company's counsel, fees and expenses of the County's accountants, any fees charged by investment rating agencies for the rating of the 2006A Certificates, fees of the Local Government Commission and the North Carolina Municipal Council, fees of the Trustee and any paying agent fees and additional miscellaneous fees and costs incurred in connection with and related to the transaction. The Underwriters shall pay all advertising expenses and blue sky expenses in connection with the public offering of the 2006A Certificates and all other expenses incurred by the Underwriters in connection with their public offering and distribution of the 200&A Certificates, including the CUSIP Service Bureau service charge for the assignment of CUSIP numbers for the 2006A Certificates, but excluding fees and disbursements of Underwriters' counsel. The Company shall not be liable for payment of any of the above expenses, fees or disbursements, nor any other expenses, fees or disbursements ~~~hich are charged or shall arise as a result of the delivery of the 2006A Certificates. 1 1. Notices. Any notice or other communication to be given to the County under this Purchase Contract may be given by delivering the same in writing to Orange County, Orange County Office Building, 208 South Cameron Street, Hillsborough, North Carolina 27278, Attention: Director, Finance. Any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in writing to Banc of America Securities LLC, 214 North Tryon Street, Charlotte, North Carolina 28255, Attention: Mr. Robert Hobson. Any notice or other communication to be given to the Company C-883838v3 13361.00022 1 2 under this Purchase Contract may be given by delivering the same in «~riting to the Grange County Public Facilities Company, 248 South Cameron Street, Hillsborough, North Carolina 27278, Attention: Notice Under Financing Documents for Grange County [«~ith a copy to Newsom, Graham, Hedrick, Kennon & Cheek, P.A., Attention: John L. Ci1ll]. 12. Benefits of Purchase contract. This Purchase Contract is made solely for the benefit of the Underwriters and the Company and their respective successors or assigns, and no other person, including any purchaser of the 2446 A Certificates, shall acquire or have any right hereunder or by virtue hereof. 13. Approvals by Underwriters. The approval of the Underwriters in connection with this Purchase Contract or any document contemplated by it will be in writing signed by the LJndenvriters and delivered to the Company or the County. 14. Assignment. This Purchase Contract may not be assigned by the Company without the prior written consent of the Underwriters. Any assignment for which consent is not given will be void. 15. Business Days. The term "business day" as used in this Purchase Contract will mean any day on which the New York Stock Exchange is open for business. 16. Severability. If any one or more of the provisions of this Purchase Contract is, for any reason, held to be illegal or invalid, such illegality or invalidity will not affect any other provisions of this Purchase Contract and this Purchase Contract will be construed and enforced as if such illegal or invalid provisions had not been contained herein. 17. Governing Law. This Purchase Contract is governed by and is to be construed in accordance with the laws of the State of North Carolina. 18. Effective Date; counterparts. This Purchase Contract shall become effective on your acceptance hereof. This Purchase Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 19. Survival of Representations and Warranties. Notwithstanding any provisions herein to the contrary, any and all representations, warranties and agreements in this Purchase Contract shall survive regardless of (a} any investigation or any statement in respect thereof made by or on behalf of the Lnderwriters, (b) delivery of any payment by the Underwriters for the 2446A Certificates hereunder and (c) any termination of this Purchase Contract. C-883838v3 13361.00022 1 3 Very truly yours, BANC OF AMERICA SECURITIES LLC SIEBERT BRANDFORD SHANK & CO., LLC BY: BANC' OF AMERICA SECURITIES LLC as Representative of the Underwriters By: Managing Director Accepted and confirmed as of the date first above written: ORANGE COUNTY PUBLIC' FACILITIES C011~IPANY By: President Signature page to the Contract of Purchase grange County, North Caroli7~a Certificates ofParticipatio7~, Series 2006 C-883838v3 13361.00022 SCHEDULEI INITIAL PUBLIC OFFERING PRICES OF THE 2006A CERTIFICATES Maturity Date Principal Interest Price April 1 Amount Rate or Y field EXHIBIT A LETTER OF REPRESENTATION April 13, 2006 Banc of America Securities LLC Charlotte, North Carolina Siebert Brandford Shank & Co., LLC Washington, D.C. 20006 $jAmountJ Certificates afParticipation (Orange County Public Itnpravement Projects), Series 20©6A In Certain Payments to be Made Under an Installment Financing Contt°act by ORAI'~jGE C(aLi1~TTY, I~jORTH CAR(aLll'VA Ladies and Gentlemen: This letter is being delivered to Banc of America Securities LLC and Siebert Brandford Shank & Co., LLC (collectively, the "Under°writers"), in consideration for your entering into a Purchase Contract dated the date hereof (the "Purchase Contract") with Orange County Public Facilities Company (the "Corporation") for the purchase of the above-referenced Certificates of Participation (the " 2t~06A Certificates"). Pursuant to the Purchase Contract, the Underwriters have agreed to purchase from the Company, and the Company has agreed to sell to the Underwriters the 2006A CeY-tif°icates. In order to induce the Company to enter into the Purchase Contract and as consideration for the execution, delivery and sale of the 2006A Certificates by the Company and the purchase of them by the Underwriters, the County makes the representations, warranties and covenants contained in this letter. Unless the content clearly indicates otherwise, each capitalized term used in this Letter of Representation will have the meaning set forth in the Purchase Contract. I. Approval of Official Statement. The County has heretofore authorized and approved the Preliminary Official Statement dated April 2006 {the "Preliminary Official Statement") and hereby authorizes and approves the final Official Statement dated April 13, 2006 (the "Final Official Statement," the Preliminary Official Statement and any amendments or supplements that may be authorized for use with respect to the 2006A Certificates are herein referred to collectively as the "Official Statement"). The County consents to the distribution and use of the Preliminary Official Statement and Final Official Statement by the Undei•~uriters. C-883838v3 13361.00022 ~- The County agrees to deliver to the Underwriters, at such addresses as the Underwriters shall specify, as many copies of the Final Official Statement as the Underwriters shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule") and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The County agrees to deliver such Final Official Statements within seven business days after the execution hereof. The County will take all actions and provide all information reasonably requested by the Underwriters to ensure that the Official Statement at all tunes during the initial offering and distrihution of the 2446A Certificates does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Company nor the County will amend or supplement, or approve any amendment or supplement of, the Official Statement without the prior written consent of the Underwriters (which consent will not be uru•easonably withheld); provided, however, that, if between the date of this Purchase Contract and 25 days from the end of the underwriting period, as defined below, any event occurs or any fact is disclosed which might cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the County will promptly notify the Underwriters, and, if in the opinion of the Underwriters, such event or disclosure requires the preparation and publication of a supplement or amendment to the Official Statement, the County will supplement or amend the Official Statement in the form and manner approved by the Underwriters. For purposes of this Letter of Representation, the "end of the underwriting peg°iod" will mean the later of (i}the Closing or (ii) the time that the Undei-~vriters no longer retain, directly or as a member of an underwriting syndicate, an unsold balance of the 2406A Certificates for sale to the public. Unless otherwise notified in writing by the Underwriters and the County shall treat the Closing as the ``end of the underwr°iting period." The County represents and warrants that (a} it has deemed the Preliminary Official Statement final as of its date except for omitted information permitted under paragraph (b)(1) of the Rule and (b) the Official Statement constitutes as of this date a final official statement within the meaning of paragraph (e)(3} of the Rule. 2. Representations, Yvarranties and Covenants of County. The County represents and warrants to and agrees with the Underwriters that: (a) the County is a political subdivision, validly organized and existing under the laws of the State of North Carolina; (b) on the date hereof and at the Closing Date, the statements and information contained in the Official Statement, except for the information contained under the captions "THE 244&A CERTIFICATES - Book-Entry-Only System," "THE COMPANY" and "MISCELL_4NEOUS -Underwriting" and in Appendices C and D thereto, are and will be true, correct and complete in all material respects and do not and t~-ill not contain any untrue statement of a material fact or omit to state a material fact C-883838v3 13361.00022 ~-2 necessary to make the statements made therein, in the light of the circumstances under «~hich they «~•ere made, not misleading; (c) the audited financial reports of the County for the fiscal year ended June 30, 2005, included in appendix a to the Official Statement, present fairly the financial position of the County for the periods specified, and such financial reports and statements have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects to the periods involved, except as otherwise stated in the notes thereto; (d) other than as set forth in or contemplated by the Official Statement, since June 30, 2005, there has been no material adverse change in the general affairs, financial position, results of operations or condition, financial or otherwise, of the County, and the County has not incurred liabilities that would materially affect the ability of the County to discharge its obligations under this Letter of Representation, the Deed of Trust, the Lease, the agency Agreement and the Financing Contract (collectively, the "bounty Documents"), direct or contingent; (e) the County has received and there remain currently in full force and effect, or will receive prior to the delivery of the 200ba Certificates, all consents, approvals, authorizations and orders of governmental or regulatory authorities that would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the County of its obligations under the County Documents; (f) at a meeting of the Board of Commissioners of the County that ~~•as duly called and at which a quorum teas present and acting throughout, the Board of Commissioners duly approved the execution and delivery by the County of the County Documents; (g) the approval, execution and delivery of the County Documents by the County and compliance with the provisions thereof and hereof, under the circumstances contemplated thereby and hereby, do not and will not conflict with, constitute a breach of or default under, or result in the creation of a lien on any property of the County (except as contemplated therein) pursuant to applicable law or any indenture, bond order, deed of trust, mortgage, agreement or other instrument to which the County is a party or by which the County is bound, or conflict «~•ith or violate any applicable law, administrative rule, regulation, judgment, court order or consent decree to which the County is subject; (h) to the best of its knowledge, after due and reasonable investigation, there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, or public board or body, pending or threatened (i) contesting the corporate existence or powers of the County or the titles of the officers of the County to their respective ot~ices, (ii} seeking to prohibit, restrain or enjoin the collection of revenues by the County or the application of the proceeds of the 20Uba Certificates wherein an unfavorable decision, ruling or finding would materially adversely affect the financial position of the County or the operation of its facilities or the validity or enforceability of the County Documents, (iii) contesting, questioning or C-883838v3 13361.00022 ~_~ affecting the validity of the County Documents, (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Final Official Statement (nor, to the best knowledge of the County, is there any basis therefor), (v) challenging the right of the County to acquire, construct, install or equip the Facilities or (vi) challenging the transactions contemplated by the Financing Contract, the Deed of Trust, the Lease or the Agency Agreement or the Purchase Contract; (i) the County is not in default on the payment of the principal of or interest on any indebtedness for borrowed money or under any instrument relating to such indebtedness and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, might constitute an event of default under any such instrument, and no event has occurred which with the passage of time or the giving of notice, or both, would constitute an event of default as defined in the Financing Contract; (j) the County will furnish such information and will cooperate with the Underwriters in taking such actions as the Under-writers may reasonably request to qualify the 2006A Certificates for offer and sale under the Blue Sky or other securities laws and regulations of any state and other jurisdictions of the United States which the Underwriters may designate; provided, however, that the County will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with such qualification; (k) the County will take all action and provide all information required to be taken or provided by the Company under the Purchase Contract in connection lwith the preparation and distribution of the Official Statement, and the terms and conditions of the Purchase Contract relating to such preparation and distribution, including without limitation the provisions of Section 2 thereof, are incorporated by reference in this Letter of Representation, mutatis mutandis; (1) on the Closing Date, the County Documents will have been duly authorized, executed and delivered and will constitute valid and binding obligations of the County enforceable in accordance with their terms (except insofar as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights); (m) if, at any time prior to the earlier of (i) receipt of notice frotn the Underwriters pursuant to Section 2(b) of the Purchase Contract that Official Statements are no longer required to be delivered under the Rule (as defined in the Purchase Contract) or (ii) 90 days after the Closing, any event occurs as a result of which the Preliminary Official Statement or the Final Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the County shall promptly notify the Underwriters thereof in writing; provided, however, that the County shall have such obligations with respect to information in the Preliminary Official Statement and Final Official Statement concerning and supplied by the Company or the Underwriters only to the extent the County has actual knowledge or notice of any such event; any information C-883838v3 13361.00022 A- supplied by the County for inclusion in any amendments or supplements to the Preliminary Official Statement or Final Official Statement will not contain any untrue or misleading statement of a material fact relating to the County or omit to state any material fact relating to the County necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the request of the Underwriters therefor, the County shall prepare and deliver to the Underwriters at the County's expense as many copies of an amendment or supplement which will correct any untrue statement or omission as the Underwriters may reasonably request; (n) in the Financing Contract the County will covenant to comply with the information reporting requirements adopted by the Securities and Exchange Commission or the Municipal Securities Rulemaking Board «-~ith respect to tax-exempt obligations such as the 200&A Certificates; (o) the County has not been notified of any listing or the proposed listing by the Internal Revenue Services as an issuer whose arbitrage certifications may not be relied upon; and (p) any certificate signed by any official of the County and delivered to the Underwriters «i11 be deemed to be a representation by the County to the Underwriters as to the statements made therein. 3. Inclerni~ificatio~~. (a) To the fullest extent permitted by applicable law, the County agrees to indemnify and hold harmless the Undei•~uriters against any and all losses, damages, expenses {including reasonable legal and other fees and expenses), liabilities or claims (or actions in respect thereof), to which the Unde7-~writers or the other persons described in subsection (b) of this Section may become subject under any federal or state securities laws or other statutory law or at common la«~~ or otherwise, caused by or arising out of or based upon any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in the Official Statement. (except for the information contained under the captions "THE 2006A CERTIFICATES - Book-Entry-Only System," "THE COMPANY" and "MISCELLANEOUS - Undern~riting" and in Appendices C and D thereto) or caused by any omission or alleged omission from the Official Statement of any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The indemnity provided under this Section will extend to the extent permitted by applicable law upon the same terms and conditions to each officer, director, employee or agent of the Underwriters, and each person, if any, who controls the Underwriters within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934. Such indemnity «~ill also extend, «~ithout limitation, to any and all expenses whatsoever reasonably incurred by any indemnified party in coiulection with investigation, preparing for or defending against, or providing evidence, producing documents or taking any other reasonable action in respect C-883838v3 13361.00022 ~- of, any such loss, damage, expense, liability, or claim (or action in respect thereof), «~hether or not resulting in any liability, and will include the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever as set forth herein if such settlement is effected with the written consent of the County. (c) Within a reasonable time after an indemnified party under subsections (a} and (b) of this Section has been served with the summons or other first legal process or has received written notice of the threat of a claim in respect of which an indemnity may be claimed, such indemnified party must, if a claim for indemnity in respect thereof is to be made against the County under this Section, notify the County in writing of the commencement thereof; but the omission to so notify the County ~~~ill not relieve it from any liability that it may have to any indemnified party other than pursuant to subsections (a) and (b) of this Section. The County will be entitled to participate at its own expense in the defense, and if the County so elects within a reasonable time after receipt of such notice, or if all indenmified parties seeking indemnification in such notice so direct, the County must, to the fullest extent permitted by applicable law, assume the defense of any suit brought to enforce any such claim, and such defense will be conducted by counsel chosen promptly by the County and reasonably satisfactory to the indemnified party; provided, however, that, if the defendants in any such action include such an indemnified party and the County, or include more than one indenmified party, and any such indemnified party has been advised by its counsel that there may be legal defenses available to such indemnified party that are different from or additional to those available to the County or another indemnified party, and that in the reasonable opinion of such counsel are sufficient to make it undesirable for the same counsel to represent such indemnified party and the County, or another defendant indemnified party, such indemnified party will have the right to employ separate counsel in such action {and the County will not be entitled to assume the defense thereof on behalf of such indemnified party), and in such event the reasonable fees and expenses of such counsel will, to the fullest extent permitted by applicable law, be borne by the County. Nothing contained in this subsection (c) «~ill preclude any indemnified party, at its own expense, from retaining additional counsel to represent such party in any action with respect to which indemnity may be sought from the County hereunder. (d) If the indemnification provided for in subsections (a} and (b) of this Section is unavailable to or insufficient to hold harniless and indemnify any indemnified party in respect of any losses, damages, expenses, liabilities, or claims {or actions in respect thereof) referred to therein, then the County, to the extent permitted by applicable law, on the one hand, and the Under«~riters, on the other hand, will contribute to the amount paid or payable by the indemnified party as a result of such losses, damages, expenses, liability or claims (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the County on the one hand and the Underwriters on the other hand from the offering of the 2006A Certificates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, or if the indemnified party failed to give the notice required under the subsection (c) above, then the County, to the extent permitted by applicable law, on the one hand and the Undenuriters on the other hand will contribute to such amount paid or payable by the indemnified party in such proportion as is appropriate to reflect not only C-883838v3 13361.00022 ~_~ such relative benefits but also the relative fault of the County on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, damages, expenses, liabilities or claims (or actions in respect thereof}, as well as any other relevant equitable considerations. The relative benefits received by the County on the one hand and the Underwriters on the other hand will be deemed to be in such proportion so that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount payable to the Underwriters hereunder (i. e., the excess of the aggregate public offering price for the 2006A Certificates as set forth on the cover page of the Official Statement over the price to be paid by the Underwriters to the County upon delivery of the 2006A Certificates as specified in Section 1 of the Purchase Contract) bears to the aggregate public offering price as described above, and the County is responsible for the balance. The relative fault will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the County on the one hand or the Underwriters on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In the event the Underwriters have knowledge of a claim subject to the contribution provided by this subsection {d), the Underwriters agree within a reasonable time of obtaining such knowledge, to convey notice of such claim to the County. It is agreed and understood that if the Underwriters fail under the circumstances set forth in the preceding sentence, to convey the above referenced notice to the County, then the County will not be obligated to provide contribution pursuant to this subsection (d). The County and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by any method of allocation that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, damages, expenses, liabilities or claims (or actions in respect thereof} referred to in this subsection (d} will be deemed to include any legal or other expenses reasonably incurred by such indeinnitied party in connection t~-~ith investigating or defending any such action or claim. (e) The indemnity and contribution provided by this Section swill be in addition to any other liability that the County may otherwise have hereunder, at common law or otherwise, and is provided solely for the benefit of the Underwriters and each director, officer, employee, agent, attorney and controlling person referred to therein, and their respective successors, assigns and legal representatives, and no other person will acquire or have any right under or by virtue of such provisions of this Letter of Representation. 4. Survival of Reps°esentations, YVa~°ranties and Covenants. :411 representations, warranties and agreements in this Letter of Representation will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriters, (b) delivery of any payment by the Underwriters for the 2006A Certificates hereunder, and (c) any termination of the Purchase Contract. C-883838v3 13361.00022 ~_~ 5. Binding an Successors crud Assigns. This Letter of Representation will be binding upon the County and the successors and assigns of the County and inure solely to the benefit of the Underwriters and, to the extent set forth herein, any director, officer, employee, or agent of the Underwriters and, to the extent set forth herein, persons controlling the Underwriters, and their respective personal representatives, successors and assigns, and no other person or firm or entity will acquire or have any right under or by virtue of this Letter of Representation. Acceptance of this Letter of Representation by the Underwriters is waived. (This page intentionally left blank.) C-883838v3 13361.00022 ~_ p ORANGE COUNTI', NORTH CAROLINA By: Chair of the Board of Commissioners Signature page to the Lette~° ofRepresentation grange County, 1'~'orth Car°olina Certificates ofParticipation, Ser°ies 2(?06A C-883838v3 13361.00022 ~_ry EZHIBIT B [Letterhead of Sanford Holshouser LLP] April 26, 2006 Banc of America Securities LLC Charlotte, North Carolina Siebert Brandford Shank & Co., LLC Washington, D.C. 20006 $jAmountJ Certifrcates afParticipation (Orange County Public Itnpravernent Projects), Series 20©6A In Certain Payments to be Made Under an Installment Financing Cantract with ORAI'~jGE CCaU1~TTY, I~jORTH CAR(aLll'VA Ladies and Gentlemen: We have acted as special counsel to Orange County, North Carolina (the "County") in connection with the execution and delivery by Orange County Public Facilities Company (the "Company"} of $[Amomit] Certificates of Participation (Orange County Public Improvement Projects}, Series 2006A (the " 2QOSA Certificates"), evidencing interests in certain payments pursuant to an Installment Financing Contract dated as of April 1, 2006 between the Company and the County, under and pursuant to the terms of a Trust Agreement dated as of April 1, 2006 (the "Trrast Agreement") between the Company and The Bank of New York, as trustee. All terms used herein as defined terms and not othen~vise defined herein shall have meanings specified therefor in the Trust Agreement. In our capacity as special counsel, we have on this date delivered our opinion relating to the 2006A Certificates, the tax status of the interest component of the Installment Payments and certain other matters, which opinion may be relied upon by you to the same extent as if addressed to you. In connection with this opinion, we have examined the opinions dated the date hereof of [Newsom, Graham, Hedrick, Kennon & Cheek, P.A.], counsel to the Company, Robinson, Bradsha«~ & Hinson, P. A., counsel to the Underwriters, and Coleman, Gledhill, Hargrave & Peek, P. C., counsel for the County, the final Official Statement dated April 13, 2006 with respect to the Certificates (the "Official Statement"), and such other documents, certificates, opinions of counsel, instruments and records, and have made such investigations of law, as we have deemed C-883838v3 13361.00022 B' 1 necessary and appropriate as a basis for the opinions hereinafter expressed. In our examination, ewe have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of originals of such copies. As to any facts material to this opinion, which we did not independently establish or verify, we have relied upon statements and representations of representatives or agents of the Company, the County and others. On the basis of and in reliance upon the foregoing, we are of the opinion that (i}the statements in the Official Statement under the captions "INTRODUCTION," "THE 2006A CERTIFICATES" (except statements under the subcaption "- Book-Entry-Only System"), "SECURITY AND SOURCES OF PAYMENT," "CONTINUING DISCLOSURE OBLIGATION" and "APPENDIX B -SUMMARY OF PRINCIPAL LEGAL DOCUMENTS," insofar as such statements purport to summarize certain provisions of the Contract, the Deed of Trust, the Trust Agreement and the 2006A Certificates, present a fair summary of such provisions and (ii} the statements in the Official Statement under the caption "LEGAL MATTERS -Tax Treatment" present fairly and accurately the matters referred to therein. We are further of the opinion that in connection with the ofTering and sale of the 2006A Certificates, the 2006A Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Tnist Agreement does not need to be qualified under the Trust Indenture Act of 1939, as amended. ~ ~ Furthermore, in the course of our participation in the preparation of the Official Statement and our representation of the County as Special Counsel, and without having undertaken to determine independently the accuracy and completeness of the statements contained in the Official Statement, nothing has come to our attention that would lead us to believe that the Official Statement (except for financial and statistical data, information concerning The Depository Trust Company and the book-entry system for the 2006A Certificates, and information under the Section "MISCELLANEOUS -Underwriting," contained in the Official Statement, as to «~hich r~~e express no opinion) as of its date contained, and as of the date hereof contains, any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. This opinion is furnished to you solely for your benefit as Underwriters and may not be used, circulated, quoted or other«Tise referred to without our prior written consent. Veit' truly yours, C-883838v3 13361.00022 B-2 EXHIBIT C [Letterhead of Coleman, Gledhill, Hargrave & Peek, P.C.] April 26, 2006 Banc of America Securities LLC Charlotte, North Carolina Siebert Brandford Shank & Co., LLC Washington, D.C. 20006 Sanford Holshouser LLP Raleigh, North Carolina Orange County, North Carolina Hillsborough, North Carolina Orange County Public Facilities Company Hillsborough, North Carolina $[Am.ount] Certificates ofParticipation (Orange County Public Improvement Projects), Series 2d06A In Certain Payments to be Made Under an Installment Financing Contract by Orange County, North Carolina Ladies and Gentlemen: We are counsel for Orange County, North Carolina {the "Count}%"} and have sensed in such capacity in connection with the execution and delivery by Orange County Public Facilities Company (the "Company") of the above-captioned Certificates of Participation (the " 200SA Certificates"). The 2006A Certificates are being delivered to the Underwriters today pursuant to a Contract of Purchase, dated April 13, 2006 (the "Cantract of Purchase"}, by and between the Company and Banc of America Securities LLC and Siebert Brandford Shank & Co., LLC (the "Underwriters"). Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given such terms in the Contract of Purchase. In connection with this opinion, we have examined the Official Statement, the Contract. of Purchase, the Trust Agreement, the Financing Contract, the Deed of Trust, the Lease, the Agency Agreement, the Letter of Representation that is Exhibit A to the Contract of Purchase C-883838v3 13361.00022 C-1 and such other documents, records, proceedings and matters of law as we have considered necessary to enable us to render the opinions set forth below and based on existing statutes, regulations, rulings and judicial decisions, it is our opinion that: 1. The County has full power and authority to execute the Contract of Purchase, the Financing Contract, the Deed of Trust, the Lease, the Agency Agreement and the Letter of Representation (collectively, the "County Docut~aents") and to acquire, construct, install and equip the Facilities (as defined in the Financing Contract) as provided in the Contract of Purchase, the Financing Contract, the Deed of Trust and the Trust Agreement. 2. The County (i) has duly authorized the execution and delivery of the County Documents and has duly approved the Preliminary Official Statement and the Official Statement, (ii) has duly approved and consented to the use by the Llnden~riters of the Preliminary Official Statement in connection with the public offering and sale of the 2006A Certificates, (iii) has approved the teiYns of the Trust Agreement and (iv) has taken or will take all action necessary or appropriate to carry out the execution, sale and delivery of the 2006A Certificates to the Underwriters and the consummation of the transactions contemplated by the above-described instruments. 3. The execution and delivery of the County Documents and the performance by the County of its obligations thereunder are within the powers of the County and will not in any material respect conflict with or constitute a breach or result in a violation of (i) any state constitutional or statutory provision, (ii) any agreement or other instrumetrt to which the County is a party or by which it is bound, or (iii) any order or decree of any court, or any rule, regulation or ordinance of North Carolina or any local governmental authority having jurisdiction over the County or its properties. 4. To the extent obtainable as of the date hereof, the County has received, and there remain currently in full force and effect, all consents, approvals, authorizations and orders of any governmental or regulatory authority that are required to be obtained by the County as a. condition precedent to the lawful acquisition, construction, installation and equipping of the Facilities and the execution and delivery of the 2406A Certificates or the execution and delivery of the County Documents or the performance by the County of its obligations thereunder (provided no representation or warranty is expressed as to any action required under state securities or Blue Sky laws in connection with the purchase or distribution of the 2006A Certificates by the Underwriters). 5. To the best of our knowledge, the County is not in violation or breach of or default under any applicable law or administrative regulation of the State of North Carolina or the United States, or to our knowledge, any applicable judgment or decree or administrative ruling or any agreement, resolution, certificate or other instrument to which the County is a party or is othert~~ise subject, which violation, breach or default would in any ~~~ay materially adversely affect the County's financial condition or activities or the transactions contemplated by the Contract of Purchase or the execution and delivery of the 20Q6A Certificates, to the best of our knowledge, no event has occurred and is continuing which with the passage of time or giving of notice, or both, would constitute such a violation or breach thereof or default thereunder. C-883838v3 13361.00022 C-2 6. To the best of our knowledge, the execution and delivery of the County Documents and compliance with the provisions of each will not in any material respect conflict ~~-~ith or constitute a breach or violation of or a default under any applicable law, rule or regulation of the State of North Carolina or of any department, division, agency or instrumentality thereof, or, to our knowledge, any applicable order, judgment or decree of any court or other governmental agency or body or any bond, note, loan agreement, resolution, certificate, agreement or other instnunent to which the County is a party or by which it is bound. 7. To the extent required prior to the date hereof, the County has complied with all applicable la«~s and regulations of governmental authorities in connection «Tith the acquisition, construction, installation and equipping of the Facilities. 8. Except as disclosed in the Official Statement, to the best of our knowledge, there is no litigation or proceeding of any nature pending, or to our knowledge, threatened, ~~~herein an unfavorable decision, ruling or finding would adversely affect the condition, financial or otherwise, of the County or the transactions contemplated by the Contract of Purchase or which, in any way, would adversely affect the validity of the Contract of Purchase, the Trust _~greement, the Financing Contract, the Deed of Trust, the Letter of Representation or the 2006 Certificates. We are members of the Bar of the State of North Carolina and we do not purport to express any opinion except as to the laws of the State of North Carolina. The opinions expressed herein are rendered solely for your benefit in connection with the subject transaction and may not be relied upon by you or any other person for any other purposes, without our prior t~~ritten consent. Very truly yours, [to be signed "Coleman, Gledhill, Hargrave & Peek, P. C. "] C-883838v3 13361.00022 C-3 EXHIBIT D [Letterhead of Counsel to the Company] April 26, 2006 Banc of America Securities LLC Charlotte, North Carolina Siebert Brandford Shank & Co., LLC Washington, D.C. 20006 Sanford Holshouser LLP Raleigh, North Carolina $[Am.ount] Certificates afParticipatian (Orange County Public Improvensent Projects), Series 2d06A In Certain Payments to he Macle Under an Installment Financing Contract by Orange County, North Carolina Ladies and Gentlemen: We have acted as counsel to Orange County Public Facilities Company (the "Company") and have served in such capacity in connection ~~~ith the execution and delivery by the Company of the Certificates of Participation described above (the " 20©bA Certificates"). We have, as such counsel, examined the folio«~ing documents: I. Copies of the Articles of Incorporation and Bylaws of the Company; 2. A copy, certified by the Secretary of the Company to be a true and correct copy, of those certain resolutions adopted by the Board of Directors of the Company at a duly called special meeting of the Directors on , 2006 (the "Resolutions"), in connection with the execution, sale and delivery of the 2006A Certificates; 3. An executed copy of the Trust Agreement, dated as of April 1, 2006 (the "Trust Agreement"), bet~.~-~een the Company and The Bank of Ne«-~ fork, as trustee (the "Trustee"); C-883838v3 13361.00022 D- 4. An executed copy of the Installment Financing Contract, dated as of April 1, 2006 {the "Contract"), between the Company and Orange County, North Carolina (the "County"); 5. An executed copy of the Contract of Purchase, dated as of April 13, 2006 (the "Purchase Contract") between the Company and Banc of America Securities LLC and Siebert Brandford Shank & Co., LLC (the "Undertivr•iters"), relating to the sale of the 2006A Certificates; 6. The Preliminary Official Statement relating to the 2006A Certificates, dated April 2006 (the "Preliminary Official Statement") the Official Statement relating to the 2006A Certificates, dated April 13, 2006 (the "Qj~cial Statement"); and 7. Such other documents and related matters of law as we have deemed necessary in order to render this opinion. Based upon the foregoing, we are of the opinion, as of the date hereof and under existing law, that: 1. The Company is duly created and validly existing and in good standing as a nonprofit corporation under the laws of the State of North Carolina. 2. The Resolutions were duly adopted by the Company in accordance with its Articles of Incorporation and Bylaws and remain in full force and effect on the date hereof. 3. The Company has full power and authority to enter into the Purchase Contract, the Contract, and the Trust Agreement. 4. The Purchase Contract, the Contract and the Trust Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties thereto, constitute valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, except that the enforceability of such agreements may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other lat~~s affecting the enforcement of creditors' rights generally and, to the extent that certain remedies require, or may require, enforcement by a court of equity, by such principles of equity as the court having jurisdiction may impose. 5. The 2006A Certificates have been duly authorized, executed and delivered by the Company. 6. The Company has duly approved the Preliminary Official Statement and has duly authorized, executed and delivered the Official Statement. 7. The Company obtained all required authorizations, approvals, consents or other orders of and made all required filings or registrations with any court or governmental agency or body required for the valid authorization, execution, sale and delivery of the 2006A Certificates; provided, however, that no representation is made as to any requirements under federal or state securities laws or regulations in connection with the offering and sale of the 2006A Certificates by the Under-~writers. C-883838v3 13361.00022 ~_ 2 8. To the best of our knowledge, the Company is not in violation or breach of or default under any applicable law or administrative regulation of the State of North Carolina or the United States or any applicable judgment or decree or administrative ruling or any agreement, resolution, certificate or other instrument to which the Company is a party or is otherwise subject, which violation, breach or default would in any way materially adversely affect the Company's activities or transactions contemplated by the Purchase Contract or the execution and delivery of the 2006A Certificates, and, to the best of our knowledge, no event has occurred and is continuing which with the passage of time or giving of notice, or both, would constitute such a violation or breach thereof or default thereunder. 9. To the best of our knowledge, there is no litigation or any other proceeding before any court or public board, agency or body pending or to our kno«-ledge threatened wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Purchase Contract or which, in any way, would adversely affect the validity of the Contract, the Trust Agreement, the Purchase Contract or the 2006A Certificates or the exemption of interest with respect to the 2006A Certificates from federal or State of North Carolina taxation as described in the Official Statement. 10. The execution and delivery by the Company of the Contract, the Trust Agreement, the Purchase Contract and the 2006x1 Certificates, and compliance with the provisions of each, will not conflict with or constitute a breach or violation of or a default under any applicable law, rule or regulation of the United States or of the State of North Carolina or of any department, division, agency or instrumentality thereof having jurisdiction over the Company, or, to the best of our knowledge, any applicable order, judgment or decree of any court or other governmental agency or body or any bond, note, loan agreement, resolution, certificate, agreement or other instrument to which the Company is a party or by which it or its property is bound. 11. The information contained in the Official Statement under the heading "THE COMPANY" is true and correct in all material respects and does not omit any statement which should be included or referred to therein and that is not included elsewhere in the Official Statement in order to make such information not misleading. This opinion is rendered solely for your benefit in connection with the subject transaction and may not. be relied upon by you or any other person for any other purposes, without our prior written consent. Respectfully submitted, C-883838v3 13361.00022 ~_~