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SunTrust Leasing Corporation <br />300 East Joppa Road- Suite 700 <br />Towson, Maryland 21286 <br />Tel (410) 307-6604 <br />Fax (410) 307-6613 <br />Robert. Rynarzewski@suntrust.com <br />~/ .,` <br />v~~'Tr~t~sT=r.{ <br />Mr. Kenneth T Chavious <br />Finance Officer <br />Orange County, North Carolina <br />208 South Cameron Street <br />Hillsborough, North Carolina 27278 <br />Robert 7 Rynarzewski <br />Vice President <br />March 13, 2007 <br />0 <br />Via: Hand Delivery and Email to chavious(a~co.oran eg nc.us and email only to rjessu~7a,shlf.com <br />Dear Mr. Chavious: <br />SunTrust Leasing Corporation (°STLC") is pleased to present to Orange County, North Carolina <br />its proposal for facilities financing. The terms and conditions of our proposal are outlined as <br />below: <br />RE: Up to $50,000,000.00 Financing Proposal Pursuant to N.C.G.S. 160A-20 <br />LESSEE: Orange County, North Carolina. Lessee is a state or political <br />subdivision within the meaning of Section 103(c) of the <br />Internal Revenue Code of 1986, as amended (the ~~Code"). <br />LESSOR: SunTrust Leasing Corporation (STLC), or its Assignee. <br />TYPE OF FINANCING: Installment Purchase. Agreement /Certificate of Participation <br />(the ~~Agreement") subject to a security interest position with <br />all of the project assets. Said Agreement shall be a net <br />arrangement whereby Lessee is responsible for all operating <br />costs, maintenance, insurance, and taxes. The Agreement <br />shall be based on annual appropriation of funds during the <br />lease term. <br />SECURITY: Lessor will be secured interest position with all of the project <br />assets. <br />Non-BANK <br />QUALIFICATION: Lessee reasonably anticipates the total amount of tax-exempt <br />obligations to be issued by the Lessee, its subordinate entities, <br />or the issuing authority during calendar year of issuance will <br />exceed ten million ($10,000,000.00) dollars. For banks, <br />Section 265(b)3 of the Internal Revenue Code exempts certain <br />tax-exempt obligations issued not in excess of ten million <br />($10,000,000.00) dollars per calendar year. <br />PR0.7ECT: Finance the completion of the construction projects per <br />Exhibit-A below. <br />PR07ECT COST: $50,000,000.00 <br />