OTHER-2025-036-Bond purchase agreement

Browse Search

Supplement #3 dated as of June 1 , 2025 (the "Third Deed of Trust Supplement") , supplementing the Existing Deed of Trust (as so supplemented, the "Modified Deed of Trust") , granting a first lien of record on the Mortgaged Property, subject to Permitted Encumbrances . (c) The Bonds shall be dated the date of the Closing, shall mature on the dates and in the amounts , shall bear interest at the rates and shall have the terms stated in Exhibit A attached hereto . (2) Sale of All the Bonds , Offering . It shall be a condition to the County ' s obligation to sell and deliver the Bonds to the Underwriters , and to the obligation of the Underwriters to purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds is sold and delivered by the County, and accepted and paid for by the Underwriters at the Closing. The Underwriters intend to make a bona fide public offering of all the Bonds at a price or prices not in excess of the initial public offering price or prices set forth in Exhibit A . The Bonds may be offered and sold to certain dealers (including dealers depositing such Bonds into investment trusts or mutual funds) at prices lower than such public offering prices . The Underwriters reserve the right to make such changes in such prices as the Underwriters shall deem necessary in connection with the offering of the Bonds . (3 ) Establishment of Issue Price . (a) Baird, on behalf of the Underwriters , agrees to assist the County in establishing the issue price of the Bonds and shall execute and deliver to the County at Closing an "issue price" or similar certificate , together- with the supporting pricing wires or equivalent communications , substantially in the form attached hereto as Exhibit B , with such modifications as may be appropriate or necessary, in the reasonable judgment of Baird, the County, and Sanford Holshouser PLLC ("Bond Counsel ") , to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds . (b) The County will treat the first price at which 10% of each maturity of the Bonds (the " 10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test) . At or promptly after the execution of this Bond Purchase Agreement, Baird shall report to the County the price or prices at which the Underwriters have sold to the public each maturity of the Bonds . (c) Baird confirms that any selling group agreement and any retail distribution agreement (to which Baird is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires , contains or will contain language obligating each underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by Baird that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by Baird . The County acknowledges that, in making the representation set forth in this subsection, Baird will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public , the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires , and ( ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public , the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires . The County further acknowledges that the Underwriters shall not be liable for the failure of any dealer who is a member of a selling group , or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds . -2 -