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96 <br /> Attachment 5 MW Draft of 08/16/2019 <br /> $[ 1 <br /> ORANGE COUNTY,NORTH CAROLINA <br /> LIMITED OBLIGATION BONDS, SERIES 2019B <br /> BOND PURCHASE AGREEMENT <br /> October [_], 2019 <br /> Orange County,North Carolina <br /> Hillsborough,North Carolina <br /> Ladies and Gentlemen: <br /> The undersigned, Robert W. Baird & Co. Incorporated ("Baird") on its own behalf and as <br /> representative of FTN Financial Capital Markets (together, the "Underwriters"), offers to enter into the <br /> following purchase agreement (this "Bond Purchase Agreement") with Orange County, North Carolina <br /> (the "County"), which, upon the County's acceptance of this offer, will be binding upon the County and <br /> the Underwriters. This offer is made subject to the County's acceptance of this Bond Purchase <br /> Agreement,which acceptance shall be evidenced by the execution and delivery(manually or by facsimile <br /> transmission) of this Bond Purchase Agreement by a duly authorized officer of the County on or before <br /> 12:00 P.M., Eastern Time, on the date hereof. Upon such acceptance, execution and delivery, this Bond <br /> Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding <br /> upon the County and the Underwriters. Except as expressly otherwise defined herein, capitalized terms <br /> used herein shall have the same meanings as set forth in the Preliminary Official Statement (as defined <br /> below). <br /> (1) Purchase and Sale. (a) Upon the terms and conditions and based on the representations, <br /> warranties and covenants hereinafter set forth, the Underwriters hereby agree to purchase from the <br /> County, and the County hereby agrees to sell to the Underwriters, all (but not less than all) of the <br /> $[ ] aggregate principal amount of the County's Limited Obligation Bonds, Series 2019B (the <br /> "Bonds"), dated the date of payment for and the delivery of the Bonds (such payment and delivery being <br /> herein sometimes called the "Closing"). The purchase price for the Bonds shall be $[] <br /> (representing the principal amount of the Bonds, plus/less [net] original issue premium/discount of <br /> $[ ], and less underwriters' discount of$[ ]) (the "Purchase Price"). The Underwriters <br /> shall pay the Purchase Price for the Bonds on the day of the Closing by wiring $[�, at the <br /> County's direction,to the Trustee(as defined below). <br /> (b) The Bonds shall be issued and secured under and pursuant to a Trust Agreement <br /> dated as of June 1, 2018 (the "2018 Trust Agreement"), and a Second Supplemental Trust Agreement <br /> dated as of November 1, 2019 (the "Second Supplemental Trust Agreement" and, collectively with the <br /> 2018 Trust Agreement, as previously supplemented, the "Trust Agreement"), each between the County <br /> and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The County is <br /> authorized pursuant to Section 20 of Chapter 160A of the General Statutes of North Carolina(the "Act"), <br /> to issue the Bonds for the purpose of providing funds to the County to (i) acquire, construct, equip and <br /> otherwise improve a variety of County facilities and assets, and (ii) pay certain costs incurred in <br /> connection with the sale and issuance of the Bonds. The County's issuance of the Bonds has been <br /> authorized by a resolution adopted by the Board of Commissioners of the County on October [_], 2019 <br /> (the "Approving Resolution"). As security for performance of the County's obligations under the Trust <br /> Agreement, the County will execute and deliver to a deed of trust trustee (the "Deed of Trust Trustee"), <br />