State Bond Agreement

STATE BOND AGREEMENT

This State Bond Agreement (the "Agreement") is made and entered into this day of , , by and between the State: (the "Issuer"), whose principal office is located at , and the Purchaser: (the "Purchaser"), whose principal office is located at .

RECITALS

WHEREAS, the Issuer has determined to issue its bonds for lawful public purposes in an aggregate principal amount not to exceed (the "Bonds"); and

WHEREAS, the Purchaser desires to purchase, and the Issuer desires to sell, the Bonds on the terms and conditions set forth in this Agreement; and

WHEREAS, the Issuer represents that it has authority under applicable law to execute and deliver the Bonds and to enter into this Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires: "Bond" or "Bonds" means the obligations issued by the Issuer pursuant to this Agreement; "Closing" means the delivery of the Bonds to the Purchaser in exchange for payment of the Purchase Price; "Purchase Price" means the aggregate price to be paid by the Purchaser for the Bonds as set forth in Section 3.

2. AUTHORIZATION AND TERMS OF BONDS

2.1 Issuance. Subject to the terms and conditions of this Agreement, the Issuer shall issue and deliver Bonds in the aggregate principal amount of , designated as Series .

2.2 Interest and Maturity. The Bonds shall bear interest at a rate of per annum, payable at such intervals and with maturity on . Interest shall accrue and be paid as set forth in the form of bond attached to this Agreement and incorporated by reference.

2.3 Form and Registration. The Bonds shall be issued in registered form and shall be in substantially the form approved by the Issuer's authorized officers and by bond counsel. The Issuer shall maintain a register of bondholders and shall provide for transfer and registration as required by law and the terms of the Bonds.

3. PURCHASE AND SALE; PURCHASE PRICE

3.1 Purchase and Sale. The Issuer shall sell to the Purchaser, and the Purchaser shall purchase from the Issuer, the Bonds at Closing upon the terms set forth in this Agreement.

3.2 Purchase Price. The Purchase Price shall be , which price accounts for accrued interest and any discount or premium agreed by the parties.

3.3 Closing. The Closing shall occur on , or such other date as mutually agreed in writing. At Closing, the Issuer shall deliver executed Bonds and all customary closing documents; the Purchaser shall deliver the Purchase Price by wire transfer or other immediately available funds.

4. REPRESENTATIONS AND WARRANTIES

4.1 Issuer Representations. The Issuer represents and warrants to the Purchaser as of the date of this Agreement and as of Closing that: (a) it is a duly constituted public body corporate and politic with full legal right and power to issue the Bonds and to execute this Agreement; (b) the Bonds, when issued and delivered in accordance with this Agreement, will be valid and binding obligations enforceable against the Issuer in accordance with their terms; and (c) there is no action, suit, proceeding or governmental investigation pending or, to the Issuer's knowledge, threatened that would materially impair the Issuer's ability to perform its obligations under this Agreement.

4.2 Purchaser Representations. The Purchaser represents and warrants to the Issuer that: (a) it is duly organized, validly existing and in good standing under applicable law and has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) it is acquiring the Bonds for its own account for investment and not with a view to distribution in violation of applicable securities laws; and (c) no consent, approval or authorization of any governmental authority is required to enable the Purchaser to perform its obligations under this Agreement except as disclosed in writing to the Issuer.

5. TAX COVENANTS

The Issuer covenants to take such action, to the extent within its control, as may be necessary to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, if and to the extent applicable, including compliance with covenants regarding use of bond proceeds, records, and rebate of investment earnings. The Issuer shall deliver to the Purchaser at or prior to Closing an appropriate certificate of the Issuer regarding tax status of the Bonds.

6. CONDITIONS TO CLOSING

The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the fulfillment on or before Closing of the conditions precedent that: (a) all representations and warranties of the other party remain true and correct in all material respects; (b) no law or order shall prohibit or restrain issuance of the Bonds; (c) customary opinions of bond counsel and certificates of officers of the Issuer shall be delivered; and (d) all necessary authorizations and approvals of the Issuer shall have been obtained and remain in full force and effect.

7. EVENTS OF DEFAULT; REMEDIES

7.1 Events of Default. Each of the following constitutes an Event of Default under this Agreement: (a) failure by either party to observe or perform any covenant, agreement or obligation set forth in this Agreement, if such failure is not remedied within thirty (30) days after written notice; (b) any representation or warranty made by either party proves to be false or misleading in any material respect when made; or (c) insolvency, bankruptcy or appointment of a receiver for either party.

7.2 Remedies. Upon the occurrence of an Event of Default, the non-defaulting party shall be entitled to pursue all remedies available at law or in equity, including specific performance, injunctive relief and damages. The rights and remedies under this Agreement are cumulative and shall be in addition to any other rights the non-defaulting party may have.

8. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by written notice.

9. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties. No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercise of such right.

10. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures for all purposes.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State in which the Issuer is located, without regard to conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement embodies the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

12. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties agree to execute such further instruments and to take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

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