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

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RBII Draft No. 31February 23, 2006 PRELIMINARY OFFICIAL STATEMENT DATID APRIL 4, 2006 Ratings: Nloody's: New Issue Standard 3c Poor's: _ Full Book-Entry Fitch: _ (See "Ratings" herein) In tlae opirriorr of S~recirrl Corrrrsel, render ~ristirrg Irnv arld srrbjeet to conditions described in the Section "LEGAL MATTERS - Trrx Trerrtmertt„ " interest camponerrts of payrraerrtx so designated arrd rrtrule Zry tlae Coruity with respect to the 10I16_A Cer7i~crrtes (I) will not be included in gross income for ferlerrrl income tax: presposes, (Z) wi1Z not be rm item of trrx preference_fot•pusposes of the,federal alternative ndninutrn income trrx imposed on ZnrlZvir&eals and corporations, rmd {3) will be exempt_frorrr existing State of forth Carolina income taxation. Suc.Zr interest rmg~ be inclrerled in the crrlculrrtior! o f a corporation's alterrraiive nrinirnum irrcorne tax, and rr holder of the ~006_A Certificates maybe subject to other ferler a1 tax corrseriuerlces as described ir! flee Section "LEG_4L .i14TTERS -Tax Treatnaerat." $[Amount] Certificates of Participation (Orange County Public Improvement Projects), Series 2006A in Certain Payments to Be Made Under an Installment Financing Contract By ORANGE COUNTY, NORTH CAROLINA Dated: Date of Delivery Due: April I, as shown below The 2006A Certificates offered hereby will represent. proportionate and undivided interests in certain payments to be made by Orange County, North Carolina (the "County'}, under an hrstallment Financing Contract dated as of April 1, 2006 (the "FPnancing Contract") between the County and Orange County= Public Facilities Company {the "Conaparay"} relating to the financing of the construction, equipping and installation of a new middle school {the "Middle School') and other public improvement projects, as described herein. No deficiency judgment can be obtained against the Comrty if proceeds from any foreclosure sale of the Middle School and the mxlerlying real propertti~ following an event of default by the County under the Financing Contract (togetlrer with other funds held by the trustee under a Trust Agreement, and available for such pw•pose) are insufficient to pay the 2006A Certificates in full. Neither the 2006A Certificates nor the County's obligation to make payments under the Financing Contract sro•ill constitute a pledge of the County's faith and credit or taxing power within the meaning of any constitutional provision. See "THE 2006A CERTIFICATES - Secm•ity and Sources of Payment" herein. Principal with respect to the 2006A Certificates will be payable on April 1 as shown below, and interest will be payable semiannually on each October 1 and April I, commencing October 1, 2006, to The Depository Trust Company, New York, New York {"DTC"'), which will in turn remit such payments to DTC participants far subsequent distribution to beneficial owners, as described herein. Tlae 2006A Cert~hcaies will be subject to optiaral, mandatory and e.xtr-aom'inary przpa~maent, as described laereira. NIATURTTY SCIiEDUI,Eft Due Due April 1 Amount Interest Rate Price or Yield April 1 Amount Interest Rate Price or Yield $ __% Term Certificates Due April 1, -Yield The 2006A Certificates are offered when, as and if delivered, subject to the approval of Sanford Holshouser LLP, Raleigh, North Carolina, Special Counsel. Certain other matters will be passed upon for the County by Coleman, Gledhill, Hargraee and Peek, P.C., Hillsborough, North Carolina; for the Company by its counsel, ;and for the Underwriters by Robinson, Bradshaw & Hinson, P.A., Charlotte, North Carolina. Delivery of the 2006A Certificates is expected through DTC on ar about April 26, 2006. Banc of America Securities LLC [Siebert Brandford Shank & Co., LLC] *Preliminary; s~r~jectto change. April __, 2006 C-S83836v~F 13361.00022