Agenda - 03-02-2006-8bCP - Laserfiche WebLink

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All terms not otherwise defined herein shall have the same meanings as set forth in the Financing Contract or the Tnist Agreement described below. 1. Purchase and Sale of Certificates. Upon the terms and conditions and in reliance upon the respective representations, «~arranties and covenants herein and in the Letter of Representation, the Underwriters hereby agree to purchase from the Company, and the Company hereby agrees to sell to the Underwriters all (but not less than all) of $[amount] aggregate principal amount of the 2006A Certificates at the purchase price (the "Purchase Price") of $ (equal to the par amount of the 2006A Certificates less an Underwriters' discount of $ plus accrued interest of $ , assuming a Closing Date of April 26, 2006), as shown in Schedule 1 attached hereto. The 2006A Certificates will be executed and delivered pursuant to and secured by a Trust Agreement dated as of April 1, 2006 (the "Trust Agreet~nent"), by and between the Company and The Bank of New York, as trustee (the "Trustee"), and will mature, subject to the right of redemption, as more fully described in the Trust Agreement.. The 2006A Certificates 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 2006A Certificates are being executed and delivered to (i) provide funds for the acquisition, construction and equipping of a new middle school (the "Middle School") and other public improvement projects (collectively, the "Facilities") and (ii) pay certain costs incurred in connection with the execution and delivery of the 2006A Certificates. The Financing Contract. provides for payment by the County of moneys sufficient to pay the scheduled payments on the 2006A Certificates and all other expenses of the Company associated with the Facilities. As security for the 2006A Certificates, the Company will assign to the Trustee for the benefit of the registered owners of the 2006A Certificates (the "Owners") substantially all of its rights under the Financing Contract and certain moneys and securities held by the Trustee under the Trust Agreement. As security for its obligations under the Financing Contract, the County will execute and deliver to the deed of trust trustee, for the benefit of the Company, a Deed of Trust and Security Agreement dated as of April 1, 2006 (the "Deed of Trust"), granting, among other things, a lien of record on site of the Middle School and the buildings, fixtures and improvements thereon (the "llilortgaged Pra~erty"), subject to Permitted Encumbrances. Pursuant to the Financing Contract, Installment Payments payable ley the County thereunder will be paid directly to the Trustee. The Middle School will be subject to a Lease dated as of April 1, 2006 (the "Lease") between the County, as lessor, and The Orange County Board of Education {the "Board of Education") as lessee. The Board of Education will also enter into an Agency Agreement dated as of April 1, 2006 (the "Agent}%Agr°ee~nent") with the County whereby the County will appoint the Board of Education as its agent to carry out the design, acquisition, construction, installation, renovation and equipping of the Middle School. The Underwriters agree to make a bona fide public offering of all of the 2006A Certificates at the initial offering prices or yields set forth on the cover of the Final Official Statement. The Undet-~~~riters, ho«~ever, reserve the right to change such initial offering prices or yields as the Underwriters deem necessary in connection «~~ith the marketing of the 2006A Certificates and to offer and sell the 2006A Certificates to certain dealers (including dealers C-883838v3 13361.00022 2