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

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~tt~ct l YIti.Q~A-~- .'t-~.' • EXHIBIT A LETTER OF REPRESENTATION December , 2010 BB&T Capital Markets, a division of Scott & Stringfellow, LLC Charlotte, 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: This letter is being delivered to BB&T Capital Markets, a division of Scott & Strinfellow, • LLC (the "Underwriter"), in consideration for your entering into a Contract of Purchase dated the date hereof (the "Purchase ContracP') with Orange County Public Facilities Company (the "Company") for the purchase of the above-referenced Limited Obligation Bonds, Series 2010 (the "Bonds"). Pursuant to the Purchase Contract, the Underwriter has agreed to purchase from the Company, and the Company has agreed to sell to the Underwriter the Bonds. In order to induce the Company to enter into the Purchase Contract and as consideration for the execution, delivery and sale of the Bonds by the Company and the purchase of them by the Underwriter, the undersigned, Orange County, North Carolina (the "County"), makes the representations, warranties and covenants contained in this letter. Unless the context clearly indicates otherwise, each capitalized term used in this Letter of Representation will have the meaning set forth in the Purchase Contract. 1. Approval of Official Statement. The County has heretofore authorized and approved the Preliminary Official Statement dated November 30, 2010 (the "Preliminary Official Statement") and hereby authorizes and approves the fmal Official Statement dated December _, 2010 (the "Final Official Statement," the Preliminary Official Statement and any amendments or supplements that may be authorized for use with respect to the Bonds 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 Underwriter. The County agrees to deliver the Official Statement to the Underwriter, in such quantity as may be requested by the Underwriter no later than the earlier of (i) seven business days after • the date of the Purchase Contract or (ii) one business day prior to the Closing, in order to permit the Underwriter to comply with the Rule, and the applicable rules of the MSRB, with respect to A-1 3025651x2 15249.00084