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EXHIBIT A <br />LETTER OF REPRESENTATION <br />April 13, 2006 <br />Banc of America Securities LLC <br />Charlotte, North Carolina <br />Siebert Brandford Shank & Co., LLC <br />Washington, D.C. 20006 <br />$jAmountJ <br />Certificates afParticipation <br />(Orange County Public Itnpravement Projects), <br />Series 20©6A <br />In Certain Payments to be Made <br />Under an Installment Financing Contt°act by <br />ORAI'~jGE C(aLi1~TTY, I~jORTH CAR(aLll'VA <br />Ladies and Gentlemen: <br />This letter is being delivered to Banc of America Securities LLC and Siebert Brandford <br />Shank & Co., LLC (collectively, the "Under°writers"), in consideration for your entering into a <br />Purchase Contract dated the date hereof (the "Purchase Contract") with Orange County Public <br />Facilities Company (the "Corporation") for the purchase of the above-referenced Certificates of <br />Participation (the " 2t~06A Certificates"). Pursuant to the Purchase Contract, the Underwriters <br />have agreed to purchase from the Company, and the Company has agreed to sell to the <br />Underwriters the 2006A CeY-tif°icates. In order to induce the Company to enter into the Purchase <br />Contract and as consideration for the execution, delivery and sale of the 2006A Certificates by <br />the Company and the purchase of them by the Underwriters, the County makes the <br />representations, warranties and covenants contained in this letter. Unless the content clearly <br />indicates otherwise, each capitalized term used in this Letter of Representation will have the <br />meaning set forth in the Purchase Contract. <br />I. Approval of Official Statement. The County has heretofore authorized and <br />approved the Preliminary Official Statement dated April 2006 {the "Preliminary Official <br />Statement") and hereby authorizes and approves the final Official Statement dated April 13, 2006 <br />(the "Final Official Statement," the Preliminary Official Statement and any amendments or <br />supplements that may be authorized for use with respect to the 2006A Certificates are herein <br />referred to collectively as the "Official Statement"). The County consents to the distribution and <br />use of the Preliminary Official Statement and Final Official Statement by the Undei•~uriters. <br />C-883838v3 13361.00022 ~- <br />