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HomeMy WebLinkAboutA009 - Draft Bond Purchase Agreement CHAPMAN DRAFT DATED SEPTEMBER 30,2019 BOND PURCHASE AGREEMENT , 2019 City of Ames, Iowa City Hall 515 Clark Avenue Ames, Iowa 50010 Attention: Mayor Mary Greeley Medical Center 1111 Duff Avenue Ames, Iowa 50010 Attention: Chief Executive Officer Re: $35,000,000 City of Ames, Iowa Hospital Revenue Bonds (Mary Greeley Medical Center), Series 2019 Ladies and Gentlemen: The undersigned, DNT Asset Trust, as initial purchaser (the "Purchaser") hereby offers to enter into this Bond Purchase Agreement (this "Bond Purchase Agreement") with the City of Ames, Iowa (the "Issuer") and Mary Greeley Medical Center, a hospital and "city enterprise" organized and existing under the laws of the State of Iowa (the "Hospital"), for the sale by the Issuer and purchase by the Purchaser of the above-referenced bonds (the "Bonds"). This offer is made subject to the written acceptance hereof by the Issuer and the Hospital and delivery of such acceptance to the Purchaser (in the form of one or more executed counterparts hereof) at or prior to 12:00 Noon,New York,New York time, on the date hereof. Upon such acceptance,this Bond Purchase Agreement will be in full force and effect in accordance with its terms and will be binding upon the Issuer, the Purchaser and the Hospital. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture or the Continuing Covenant Agreement, as each are defined below. The Bonds are being issued pursuant to a Fourth Supplemental Indenture of Trust dated as of October 1, 2019 (the "Fourth Supplement"), amending and supplementing an Indenture of Trust dated June 1, 2003, as previously supplemented and amended by a (i) First Supplemental Indenture of Trust dated as of October 1, 2011, (ii) a Second Supplemental Indenture of Trust dated as of November 1, 2012 and (iii) a Third Supplemental Indenture of Trust dated as of June 1, 2016 (as supplemented and amended, the "Indenture"), among the Issuer, Wells Fargo Bank, National Association, as trustee and paying agent/registrar (the "Trustee") and the Hospital. The Hospital, JPMorgan Chase Bank, National Association, as bondholder Greely BPA(JPMorgan).doc 000100 representative, and the Purchaser will enter into a Continuing Covenant Agreement dated as of , 2019 (the"Continuing Covenant Agreement"), with respect to the Bonds. 1. Upon the terms and conditions and subject to the satisfaction of the conditions precedent set forth herein and in the Continuing Covenant Agreement and based on the representations, warranties and covenants set forth herein and in the Continuing Covenant Agreement, the Purchaser hereby agrees to purchase from the Issuer and the Issuer hereby agrees to sell to the Purchaser, all (but not less than all) of the Bonds at the purchase price of $35,000,000. 2. The Bonds will be limited obligations of the Issuer payable solely from amounts pledged therefor pursuant to the Indenture. This Bond Purchase Agreement, the Bonds, and the Indenture are referred to herein as the "Issuer Documents. " 3. The Issuer hereby represents to the Purchaser as follows: (a) The Issuer (a) is a [municipal corporation and political subdivision], duly organized and validly existing under the laws of the State of Iowa and (b) has all governmental power and authority, and all governmental licenses, authorizations, consents and approvals, to conduct its own business and to execute, deliver and perform the Issuer Documents. (b) No consent, approval, authorization or order of any court or governmental body is required for the performance by the Issuer of its obligations under the Issuer Documents. (c) Neither the execution and delivery of the Bonds, this Bond Purchase Agreement or the other Issuer Documents, nor compliance with the provisions thereof, by the Issuer conflicts with or will result in a breach of or default under (i) any indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound or (ii) to the best of the Issuer's knowledge, any other law, rule, regulation or ordinance or judgment, order or decree of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties. (d) (i)As of the Effective Date (as hereinafter defined), the Issuer will have taken all action required to be taken by it to authorize the issuance and delivery of the Bonds and the performance of its obligations thereunder, (ii)the Issuer has full legal right, power and authority to enter into this Bond Purchase Agreement and the other Issuer Documents and to perform its obligations hereunder and thereunder, and (iii)this Bond Purchase Agreement and the other Issuer Documents have been duly authorized and (assuming due authorization, execution and delivery by the other parties thereto) when executed, constitute valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, subject to equitable principles, bankruptcy, insolvency and similar laws and public policy limiting the right to indemnification. -2- (e) To the best knowledge of the Issuer, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or for which actual notice has been received, or, threatened against or affecting the Issuer (or, to the knowledge of the Issuer, any meritorious basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent the Issuer from functioning, or contesting or questioning the existence of the Issuer or the titles of the present officers of the Issuer to their offices or (ii) wherein an unfavorable decision, ruling or finding would adversely effect(A)the existence or powers of the Issuer, (B)the exclusion of interest on the Bonds from the gross income of the recipients thereof pursuant to the Code, (C) the transactions contemplated by this Bond Purchase Agreement and the other Issuer Documents, or (D)the validity or enforceability of this Bond Purchase Agreement and the other Issuer Documents or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the aforesaid documents. 4. The Hospital hereby makes each of the representations and warranties set forth in the Continuing Covenant Agreement, which representations and warranties, together with the related definitions of terms contained therein, are incorporated herein by this reference with the same effect as if each and every such representation and warranty and definition were set forth herein in its entirety. 5. The Purchaser hereby represents and warrants to and covenants with the Issuer and the Hospital as follows: (a) The Purchaser is a "qualified institutional buyer" within the meaning of Rule 144A of the Securities Act of 1933, as amended; and the Purchaser is purchasing the Bonds for its own account, and not with a present view toward resale or distribution; provided that the Purchaser reserves the right to sell, transfer or redistribute the Bonds subject to the provisions of the Indenture and the Investor Letter. (b) At or prior to the Effective Date, the Purchaser shall execute the Investor Letter and deliver the Investor Letter to each addressee thereof. 6. The closing of the sale of the Bonds will be held at the offices of Dorsey& Whitney LLP ("Bond Counsel"), on , 2019 (the "Effective Date"), or at such other time as shall have been mutually agreed_upon by the Issuer, the Hospital and the Purchaser. The Issuer will deliver or cause to be delivered the Bonds in physical form, duly executed and authenticated to the Purchaser at the offices of Bond Counsel, along with the documents provided for herein and in Section 4.01 of the Continuing Covenant Agreement. Subject to the conditions of this Bond Purchase Agreement and those set forth in the Continuing Covenant Agreement, the Purchaser will accept such delivery and pay the purchase price thereof as set forth herein by wire transfer (which payment in any event shall be in immediately available funds) payable to the order of the Trustee. Upon initial issuance and delivery, the Bonds will be in the form of a single fully-registered Bond. -3- 7. If the Issuer or the Hospital is unable to satisfy the conditions to the obligations of the Purchaser contained in this Bond Purchase Agreement and the Continuing Covenant Agreement, this Bond Purchase Agreement will terminate and the Purchaser, the Hospital, and the Issuer will be under no further obligation hereunder. The Purchaser may, in its discretion, waive any one or more of the conditions imposed by this Bond Purchase Agreement or the Continuing Covenant Agreement and proceed with the closing on the Effective Date. 8. This Bond Purchase Agreement will be governed by and construed in accordance with the laws of the State of Iowa. 9. This Bond Purchase Agreement may be executed in multiple counterparts, each of which will be deemed an original but all of which together will constitute but one and the same instrument. This Bond Purchase Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by e-mail with a pdf copy or other replicating image attached, and any printed or copied version of any signature pages,so delivered shall have the same force and effect as an originally signed version of such signature page. [Remainder of page intentionally left blank] -4- IN WITNESS WHEREOF, the parties hereto have caused this Bond Purchase Agreement to be duly executed as of the date first above written. CITY OF AMES,IOWA By: Name: Title: MARY GREELEY MEDICAL CENTER By: Name: Title: Signature Page to Mary Greely Bond Purchase Agreement DNT ASSET TRUST By: Name: Title: Signature Page to Mary Greely Bond Purchase Agreement