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107 <br /> Attachment 5 <br /> $[ 1 <br /> ORANGE COUNTY,NORTH CAROLINA <br /> LIMITED OBLIGATION BONDS,SERIES 2020 <br /> BOND PURCHASE AGREEMENT <br /> April [_],2020 <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 FHN Financial Capital Markets (together, the "Underwriters"), offers to enter into the <br /> following purchase agreement(this"Bond Purchase Agreement")with Orange County,North Carolina(the <br /> "County"), which, upon the County's acceptance of this offer, will be binding upon the County and the <br /> Underwriters. This offer is made subject to the County's acceptance of this Bond Purchase Agreement, <br /> which acceptance shall be evidenced by the execution and delivery(manually or by facsimile transmission) <br /> of this Bond Purchase Agreement by a duly authorized officer of the County on or before 12:00 P.M., <br /> Eastern Time, on the date hereof. Upon such acceptance, execution and delivery, this Bond Purchase <br /> Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the <br /> County and the Underwriters. Except as expressly otherwise defined herein, capitalized terms used herein <br /> shall have the same meanings as set forth in the Preliminary Official Statement(as defined 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 County, <br /> 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 2020 (the "Bonds"), dated <br /> the date of payment for and the delivery of the Bonds(such payment and delivery being herein sometimes <br /> called the "Closing"). The purchase price for the Bonds shall be $[ ] (representing the principal <br /> amount of the Bonds, plus/less [net] original issue premium/discount of $[ ], and less <br /> underwriters' discount of$[ ]) (the "Purchase Price"). The Underwriters shall pay the Purchase <br /> Price for the Bonds on the day of the Closing by wiring $[ ], at the County's direction, to the <br /> 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 Third Supplemental Trust Agreement dated <br /> as of May 1, 2020 (the "Third Supplemental Trust Agreement" and, collectively with the 2018 Trust <br /> Agreement, as previously supplemented,the"Trust Agreement"), each between the County and The Bank <br /> of New York Mellon Trust Company,N.A., as trustee(the"Trustee"). The County is authorized pursuant <br /> to Section 20 of Chapter 160A of the General Statutes of North Carolina(the"Act"),to issue the Bonds for <br /> the purpose of providing funds to the County to(i)acquire,construct,equip and otherwise improve a variety <br /> of County facilities and assets and(ii) pay certain costs incurred in connection with the sale and issuance <br /> of the Bonds. The County's issuance of the Bonds has been authorized by a resolution adopted by the <br /> Board of Commissioners of the County on April 7, 2020 (the "Approving Resolution"). As security for <br /> performance of the County's obligations under the Trust Agreement, the County will execute and deliver <br /> to a deed of trust trustee (the "Deed of Trust Trustee"), for the benefit of the Trustee, a Deed of Trust <br /> Supplement #3 dated as of May 1, 2020 (the "Third Deed of Trust Supplement"), supplementing the <br />