AG 2007 12 17 - Laserfiche WebLink

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uBs Cabarrus County Government 65 Church Street, SE Concord, North Carolina 28026 Attention: Pam Dubois Re: Engagement of UBS Securities LLC as Underwriter Ladies and Gentlemen: UBS Securities LLC Joseph A. Niggel Managing Director 401 South Tryon Street Suite 2500 Charlotte, North Carolina 28202 Jce.NiggelQubs.com Tel. (704) 343-0025 Fax. (704)373-7790 www.ubs.com November 27, 2007 We understand that Cabazrus County, North Cazolina ("Issuer") has selected UBS Securities LLC ("UBS") to serve as Senior Managing Underwriter (to include Remarketing Agent for any variable rate bond issuance and Counterparty for any derivative transactions) for the period January 1, 2008 through December 31, 2010, (Which assignment includes 2 one year options to extend the contract after December 31,2010, upon mutual agreement) for a proposed issuance of all Cabarrus County municipal bonds (the "Bonds" or "Bond Issue"). We appreciate the opportunity to serve you in this manner. This letter will serve as an agreement regarding the terms of this of engagement. In addition, we would like to take this opportunity to set forth some pertinent information about the process of underwriting. Although UBS 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 fmancing , we must emphasize that requirements of the Securities & Exchange Commission prevent us from making any fmal commitment to 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 Boazd, and all other applicable rules and regulations); absence of any material adverse change in the fmancial markets of the United States or in the fmancial condition, operations or prospects of the Issuer; receipts of all required governmental approvals and appropriate legal opinions; an underwriter's review ("due diligence"); and approval by UBS's Municipal Securities Group Capital Commitment Committee. This Agreement is therefore not a final commitment by UBS, express or implied, to underwrite or purchase any securities, nor does it obligate UBS 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 to our fmal commitment at the outset. G ~(~