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

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All terms not otherwise defined herein shall have the same meanings as set forth in the • Contract or the Trust Agreement described below. 1. Purchase and Sale of Bonds. Upon the terms and conditions and in reliance upon the respective representations, warranties and covenants herein and in the Letter of Representation, the Underwriter hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Underwriter, all (but not less than all) of $[Amount) aggregate principal amount of the Bonds at the purchase price (the "2010 Purchase Price") of $ (equal to the par amount of the Bonds plus an original issue premium of $ and less an Underwriter's discount of $~. The Bonds will be executed and delivered pursuant to and secured by a Trust Agreement, dated as of December 1, 2010, between the Company and The Bank of New York Trust Company, N.A. (the "Trustee"), as trustee (the "Trust Agreement"), and will mature, subject to the right of prepayment, as more fully described in the Trust Agreement. The Bonds 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 Bonds are being executed and delivered to provide funds to: (a) refinance certain existing financing obligations of the County, (b) finance the acquisition of certain equipment and (c) pay certain costs incurred in connection with the issuance of the Bonds. The Contract provides for payment by the County of moneys sufficient to pay the scheduled payments with respect to the Bonds. As security for the Bonds and any Additional Bonds, the Company has assigned to the Trustee for the benefit of the registered owners of the Bonds (the "Owners") • substantially all of its rights under the Contract and certain moneys and securities held by the Trustee under the Trust Agreement. As security for its obligations under the Contract, the County has executed and delivered to the deed of trust trustee, for the benefit of the Company, a Deed of Trust and Security Agreement, dated as of December 1, 2010 (the "Deed of Trust"), granting a first lien of record on certain real property (the "Mortgaged Property"). Pursuant to the Contract, Installment Payments payable by the County thereunder will be paid directly to the Trustee. The Underwriter agrees to make a bona fide public offering of all of the.Bonds at the initial offering prices or yields set forth on the cover of the Final Official Statement. The Underwriter, however, reserves the right to change such initial offering prices or yields as the Underwriter deems necessary in connection with the marketing of the Bonds and to offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts, including investment trusts managed by the Underwriter) and others at prices lower than the initial offering prices or yields set forth in the Final Official Statement. The Underwriter also reserves the right to over-allot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any time. The Underwriter will provide to Sanford Holshouser LLP, Carrboro, North Carolina ("Bond Counsel") and others such evidence of the initial public sale price of the Bonds as the Company or the County may request and will supplement such information as may be necessary to continue its accuracy. The Underwriter represents and warrants that the Bonds 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 2 3025651v2 15249.00084