AG 2008 07 21 - Laserfiche WebLink

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July 1, 2008 Cabarrus County Government 6i Church Street, SE Concord, North Cazolina 28026 Attention: Pam Dubois Re: Engagement of Southwest Securities, lnc. as Underwriter Ladies and Gentlemen: We understand [hat Cabarrus County, North Carolina ("Issuer")has selected Southwest Securities, Inc ("SOUTHWEST") to serve as Senior Managing Underwriter for the period July I, 2008 through December 31, 2010, (including 2 one year options to extend the contract after December 31,2010, upon mutual agreement) for a proposed issuance of all Cabarrus County fixed and variable~te-race public ofE~rina and pri~:ate p[acxmentl municipal bonds and anv derivative tlnancines ([he `Bonds" or "Bond Issue"). We appreciate the opportunity [o serve you in this manner. This letter will serve as an agreement regarding the terms of this of engagement. [n addition, we would like to take this opportunity to set forth some pertinent information about the process of underwriting. Although SOUTHWEST will work closely with you during the period preceding the pricing and sale of any proposed Bond Issue with the aim of timely completion of the financing , we must emphasize that requirements of the Securities & Exchange Commission prevent us from making any final commitment [o underwrite bonds unless certain events have occurred. Such a commitment is subject to satisfactory completion of all documentation for an offering (including a Bond Purchase Agreement containing all provisions necessary to satisfy federal securities laws and the rules of the Municipal Securities Rulemaking Board, and all other applicable rules and regulations); absence of any material adverse change in [he financial markets of the United States or in the tinancial condition, operations or prospects of [he Issuer; receipt of all required governmental approvals and appropriate legal opinions; an underwriter's review ("due diligence"); and approval by SOUTHWEST'S Municipal Securities Group Capital Commitment Committee. This Agreement is therefore not a final commitment by SOUTHWEST, express or implied, to underwrite or purchase any securities, nor does i[ obligate SOUTHWEST to enter into an Underwriting Agreement or Bond Purchase Agreement. While we anticipate a successful conclusion to this engagement, we prefer to identify these conditions [o our final commitment at the outset. During the course of the engagement, SOUTHWEST will assist Issuer and Issuer's counsel or bond counsel in preparing an official statement with respect to a local government financing. SOUTHWEST will participate when required in discussions with bond counsel, finance officials ~~