Agenda - 11-16-2010 - 4k - Laserfiche WebLink

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~ 5 RBH Draft No. 1 10/28/10 • CONTRACT OF PURCHASE December _, 2010 Orange County Public Facilities Company Hillsborough, North Carolina $[Amount] Limited Obligation Bonds, Series 2010 Evidencing Proportionate Undivided Interests in the Rights to Receive Certain Payments Pursuant to an Installment Financing Contract Between Orange County Public Facilities Company and Orange County, North Carolina Ladies and Gentlemen: The undersigned, BB&T Capital Markets, a division of Scott & Stringfellow, LLC (the "Underwriter") offers 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 Underwriter of the Limited Obligation Bonds, Series 2010 (the "Bonds"), evidencing proportionate undivided interests in rights to receive certain payments pursuant to an Installment Financing Contract, dated as of December 1, 2010 (the "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 Underwriter 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 Underwriter. If the foregoing conditions are not satisfied as provided above, this offer is subject to withdrawal by the Underwriter upon written notice delivered to the Company at any time prior to acceptance. This offer is made subject to your acceptance of this Purchase Contract on or before 5 p.m. on December _, 2010. • 3025651v2 15249.00084