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8 <br />Exhibit A --Draft Documents <br />(a) A Financing Agreement and Deed of Trust to be dated on or about <br />December 10, 2002, from the County to a deed of trust trustee for the Bank's benefit <br />of Branch Banking and Trust Company ("BB&T"), providing for the advance of <br />funds to the County, setting forth the County's repayment obligation and imposing <br />a security interest in a portion of the Projects (consisting of all or a portion of the <br />Orange High School property) to secure the County's obligations under the Financing <br />Agreement. <br />(b) A Project Fund Agreement to be dated on or about December 10, 2002 <br />(the "Financing Agreement"), between the County and BB&T, providing for the <br />custody of financing proceeds pending their expenditure on costs of the Projects. <br />The County expects that the Financing Agreement and the Project Fund <br />Agreement will be in forms substantially similar to those used by the County in prior <br />financings with BB&T. <br />(c) A Lease Agreement to be dated on or about December 10, 2002, <br />providing for the County to lease the Orange High School property back to The <br />Orange County Board of Education (the "School Board"). <br />(d) An Agency Agreement to be dated on or about December 10, 2002, <br />providing for the School Board to undertake the acquisition and construction of the <br />planned improvements to Orange High School as the County's agent. <br />The County expects that the Lease Agreement and the Agency Agreement will <br />be in forms substantially similar to those used by the County in prior installment <br />financings for school improvements. <br />ALTFINANPLANPHRES21119 8 <br />