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a'~ ~ ,.-.,.. A^. . <br />STANDARD <br />&POOR'S <br />January 24, 2007 <br />Cabarrus County <br />-_ Cabarrus County Government Center <br />65 Church St., SE <br />PO Box 707 <br />Concord, NC 28026 <br />Attention: Ms. Pamela S. Dubois, Deputy County Manager <br />55 Wafer Street, 38th Floor <br />New York, NY 10041.0003 <br />te1212438-2066 <br />reference no.: 815321 <br />Re: US$32,830,000 Cabarrus County Development Corporation, North Carolina, Certificates <br />Of Participation, (Cabarrus County), Series 2007, dated: Date of Delivery, due: February 1, <br />2027 <br />Dear Ms. Dubois: <br />Pursuant to your request for a Standard & Poor's rating on the above-referenced obligations, we <br />have reviewed the information submitted to us and, subject to the enclosed Terms and Conditions, <br />have assigned a rating of "AA-". Standard & Poor's views the outlook for this rating as stable. A <br />copy of the rationale supporting the rating is enclosed. <br />The rating is not investtnent, financial, or other advice and you should not and cannot rely upon <br />the rating as such. The rating is based on information supplied to us by you or by your agents but <br />does not represent an audit. We undertake no duty of due diligence or independent verification of <br />any information. The assignment of a rating does not create a fiduciary relationship between us <br />and you or between us and other recipients of the rating. We have not consented to and will not <br />consent to being named an "expert" under the applicable securities laws, including without <br />limitation, Section 7 of the Securities Act of 1933. The rating is not a "market rating" nor is it a <br />recommendation to buy, hold, or sell the obligations. <br />This letter constitutes Standard & Poor's permission to you to disseminate the above-assigned <br />rating to interested parties. Standard & Poor's reserves the right to inform its own clients, <br />subscribers, and the public of the rating. <br />Standard & Poor's relies on the issuer/obligor and its counsel, accountants, and other experts for <br />the accuracy and completeness of the information submitted in connection with the rating. This <br />rating is based on financial information and documents we received prior to the issuattce of this <br />letter. Standard & Poor's assumes that the documents you have provided to us are final. If any <br />subsequent changes were made in the final documents, you must notify us of such changes by <br />sending us the revised final documents with the changes clearly marked. <br />~' <br />