Tab_40ALASKA MUNICIPAL BOND BANK
$29,400,000
GENERAL OBLIGATION AND REFUNDING BONDS, 2016 SERIES FOUR
BOND PURCHASE CONTRACT
October 18, 2016
Alaska Municipal Bond Bank
333 Willoughby Avenue, 11th Floor
Post Office Box 110405
Juneau, Alaska 99811
Ladies and Gentlemen:
RBC Capital Markets, LLC (the "Representative"), acting on behalf of itself and as
representative of Goldman, Sachs & Co. (collectively, the "Underwriters"), hereby offers to enter
into this Bond Purchase Contract (the "Purchase Contract") with the Alaska Municipal Bond
Bank (the "Bond Bank"). The offer made hereby is subject to acceptance by the Bond Bank by
execution and delivery of this Purchase Contract to the Representative at or prior to 11:00 p.m.,
Alaska time, on the date set forth above. If the offer made hereby is not so accepted, this
Purchase Contract will be subject to withdrawal by the Representative upon notice delivered by
the Representative to the Bond Bank at any time prior to the acceptance hereof by the Bond
Bank. The Bond Bank acknowledges that (a) the purchase and sale of the 2016 Series Four
Bonds (defined herein) pursuant to this Purchase Contract is an arm's-length commercial
transaction between the Bond Bank and the Underwriters, (b) in connection with such
transaction, each Underwriter is acting solely as principal and not as an agent or fiduciary of the
Bond Bank, (c) no Underwriter has assumed (i) a fiduciary responsibility in favor of the Bond
Bank with respect to the offering of the 2016 Series Four Bonds or the process leading thereto
(whether or not any Underwriter has advised or is currently advising the Bond Bank on other
matters) or (ii) any other contractual obligation to the Bond Bank except the obligations
expressly set forth in this Purchase Contract, (d) the Bond Bank has consulted with its own legal,
financial and other professional advisors to the extent it deemed appropriate in connection with
the offering of the 2016 Series Four Bonds, and (e) each Underwriter has financial and other
interests that differ from those of the Bond Bank.
Capitalized terms used in this Purchase Contract that are not otherwise defined shall have
the meanings given to such terms in the 2005 General Obligation Bond Resolution adopted by
the Board of Directors of the Bond Bank on July 13, 2005, as amended (the "2005 General Bond
Resolution"), or Series Resolution No. 2016-05, adopted by the Board of Directors of the Bond
Bank on September 6, 2016 (the "Series Resolution," and together with the 2005 General Bond
Resolution, the "Bond Resolution").
I. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, covenants and agreements set forth herein, the Underwriters hereby agree to
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purchase from the Bond Bank for offering to the public, and the Bond Bank hereby agrees to sell
to the Underwriters for such purpose, all (but not less than all) of its General Obligation and
Refunding Bonds, 2016 Series Four, in the aggregate principal amount of $29,400,000 (the
"2016 Series Four Bonds"). The purchase price for the 2016 Series Four Bonds shall be
$33,419,535.65 (representing the aggregate principal amount of the 2016 Series Four Bonds,
plus an original issue premium of $4,118,869.55, less an Underwriters' discount of $99,333.90).
2. The 2016 Series Four Bonds. The 2016 Series Four Bonds shall be issued under
and secured by the Bond Resolution and pursuant to AS 44.85.005 - 44.85.420, as amended (the
"Act"). The 2016 Series Four Bond proceeds are to be used: (a) to make a new loan to the City
of Ketchikan; (b) to refund certain outstanding bonds previously issued by the Bond Bank
(together with the outstanding bonds previously issued by the Bond Bank to be refunded by a
portion of the Bond Bank's General Obligation and Refunding Bonds, 2016 Series Three, the
"Refunded Bonds"); and (c) to pay a portion of the costs of issuing the 2016 Series Four Bonds.
The loan to the City of Ketchikan is to be used to pay a portion of the costs of improvements to
harbor facilities in the City of Ketchikan.
The Bank of New York Mellon Trust Company, N.A., serves as Trustee (the "Trustee")
under the Bond Resolution. The 2016 Series Four Bonds shall be dated as of the date of their
initial delivery to the Representative and shall mature on the dates and in the principal amounts,
bear interest at the rates per annum, be subject to redemption on the dates and at the redemption
prices, and be initially offered to the public at the prices, or the prices corresponding to the
yields, all as set forth in Schedule 1 attached hereto. The 2016 Series Four Bonds shall otherwise
be as described in the Preliminary Official Statement relating to the 2016 Series Four Bonds
dated September 30, 2016 (including all appendices thereto, all documents and information
incorporated therein by reference and any supplements or amendments thereto made prior to the
execution of this Purchase Contract, the "Preliminary Official Statement").
The scheduled payment of principal of and interest on the 2016 Series Four Bonds stated
to mature in the years 2034 and 2035 (collectively, the "Insured Bonds") is to be insured by a
municipal bond insurance policy (the "Policy") to be issued by National Public Finance
Guarantee Corporation ("National").
3. Purchase. It shall be a condition to the Bond Bank's obligation to sell and deliver
the 2016 Series Four Bonds to the Underwriters at the Closing (defined herein) that the entire
aggregate principal amount of the 2016 Series Four Bonds referred to in Section 1 shall be
purchased, accepted and paid for by the Underwriters at the Closing, and it shall be a condition
to the Underwriters' obligation to purchase, accept delivery of and pay for the 2016 Series Four
Bonds at the Closing that the entire aggregate principal amount of the 2016 Series Four Bonds
referred to in Section 1 shall be issued, sold and delivered by the Bond Bank.
4. Official Statement.
(a) The Bond Bank has deemed, and hereby deems, the Preliminary Official
Statement final for purposes of paragraph (b)(1) of Rule 15c2-12 ("Rule 1 5c2-l2") promulgated
by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), except for the omission of the information permitted to be
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omitted under paragraph (b)(1) of Rule 15c2-12. The Bond Bank has authorized and hereby
ratifies and approves the distribution and use of the Preliminary Official Statement by the
Underwriters in connection with the public offering and sale of the 2016 Series Four Bonds prior
to the availability of the Official Statement (defined herein).
(b) The Official Statement shall be dated as of the date of this Purchase
Contract and shall be identical in form and content to the Preliminary Official Statement, with
the addition of pricing information, Such Official Statement, together with such changes,
including all appendices thereto, all documents and information incorporated therein by
reference, is referred to as the "Official Statement." The Bond Bank agrees to deliver to the
Underwriters as many copies of the Official Statement as the Underwriters reasonably request to
comply with paragraph (b)(4) of Rule 15c2-12 and all applicable rules of the Municipal
Securities Rulemaking Board (the "MSRB"). The Bond Bank agrees to deliver those Official
Statements within seven business days after the execution hereof, but in any event at least three
business days prior to the Closing. The Bond Bank also agrees that if an amendment or
supplement to the Official Statement is accepted by the Representative after the date hereof, the
Bond Bank shall deliver or cause to be delivered to the Underwriters as many copies of such
amendment or supplement as the Underwriters reasonably request to comply with the rules of the
MSRB. The Bond Bank hereby approves the use and distribution by the Underwriters of the
Official Statement in connection with the public offering and sale of the 2016 Series Four Bonds.
(c) The Preliminary Official Statement and/or the Official Statement and any
amendments or supplements thereto may be delivered in printed and/or electronic form to the
extent permitted by applicable rules of the MSRB and as may be agreed by the Bond Bank and
the Representative. If the Official Statement is prepared for distribution in electronic form, the
Bond Bank hereby confirms that it does not object to distribution of the Official Statement in
electronic form.
5. Representations and Agreements of the Bond Bank. The Bond Bank represents to
and agrees with the Underwriters that as of the date hereof and as of the date of the Closing:
(a) The Bond Bank has full legal right, power and authority to adopt the Bond
Resolution, to execute and deliver this Purchase Contract, the Loan Agreement, the Amendatory
Loan Agreement, the Escrow Deposit Agreements, each between the Bond Bank and the Trustee
relating to the Refunded Bonds (the "Escrow Deposit Agreements") and the Continuing
Disclosure Certificate of the Bond Bank substantially in the form set forth in Appendix G to the
Preliminary Official Statement (the "Disclosure Certificate"), to issue the 2016 Series Four
Bonds for the purposes described in the Preliminary Official Statement and in the Bond
Resolution, to pledge and assign to the payment of the 2016 Series Four Bonds, subject to any
agreements heretofore or hereafter made with the holders of any other notes or bonds of the
Bond Bank pledging any particular revenues or assets not pledged under the 2005 General Bond
Resolution, the full faith and credit of the Bond Bank, all Municipal Bonds, all Municipal Bonds
Payments, the investments thereof, the proceeds of such investments and all funds and accounts
established by the 2005 General Bond Resolution, subject to the application thereof to the
purposes and on the conditions permitted by the terms of the Bond Resolution, and to observe
and perform the covenants and agreements contained in the Bond Resolution, this Purchase
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Contract, the Loan Agreement, the Amendatory Loan Agreement, the Escrow Deposit
Agreements, the Disclosure Certificate and the 2016 Series Four Bonds.
(b) By all necessary official action, the Bond Bank has authorized, ratified
and approved the Official Statement and the distribution by the Underwriters of the Official
Statement to purchasers and prospective purchasers of the 2016 Series Four Bonds.
(c) The Bond Bank has duly adopted the Bond Resolution at meetings duly
noticed, called and held, and the Bond Resolution is in full force and effect and has not been
repealed; the Bond Bank has duly authorized and approved the execution and delivery of, and the
observance and performance by the Bond Bank of its covenants and agreements contained in,
this Purchase Contract, the Loan Agreement, the Amendatory Loan Agreement, the Escrow
Deposit Agreements, the Disclosure Certificate and the 2016 Series Four Bonds, and the
consummation by the Bond Bank of all transactions contemplated thereby to have been
consummated at or prior to the date of the Closing; and the Bond Bank is in compliance in all
respects with its obligations in connection with the issuance of the 2016 Series Four Bonds
contained therein.
(d) The Preliminary Official Statement, other than information concerning
DTC, the Underwriters and the information under the caption "BOND INSURANCE" and in
Appendix D (as to which no representation is made in this subsection), did not as of the date of
the supplement thereto dated October 12, 2016, and does not as of the date of this Purchase
Contract contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(e) The information in Appendix D of the Preliminary Official Statement has
been obtained from sources that the Bond Bank believes to be reliable, and nothing has come to
the attention of the Bond Bank that would cause the Bond Bank to believe that such information,
as of the date of the supplement to the Preliminary Official Statement dated October 12, 2016,
and as of the date of this Purchase Contract, contained or contains an untrue statement of a
material fact or omitted or omits any statement of material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.
(0 The Official Statement, other than information concerning DTC, the
Underwriters and the information under the caption "BOND INSURANCE" and in Appendix D
(as to which no representation is made in this subsection), does not as of the date of this Purchase
Contract and, if supplemented or amended pursuant to Section 5(h), at the time of each
supplement or amendment thereto, as so supplemented or amended, will not, contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
(g) The information in Appendix D of the Official Statement has been
obtained from sources that the Bond Bank believes to be reliable, and as of the date of this
Purchase Contract, nothing has come to the attention of the Bond Bank that would cause the
Bond Bank to believe that such information contains an untrue statement of a material fact or
omits any statement of material fact necessary to make the statements therein, in light of the
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circumstances under which they were made, not misleading, and, if the Official Statement is
supplemented or amended pursuant to Section 5(h), at the time of each supplement or
amendment thereto, nothing shall have come to the attention of the Bond Bank that would cause
the Bond Bank to believe that such information contains an untrue statement of a material fact or
omits any statement of material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(h) If, between the date of this Purchase Contract and the date that is 25 days
following the "end of the underwriting period" (as defined in Rule 15c2-12), any event shall
occur or any fact shall become known to the Bond Bank that might or would cause the Official
Statement, as then supplemented or amended, to contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, the Bond Bank shall promptly
notify the Representative thereof and if, in the reasonable opinion of the Representative, such
event, fact or condition requires the preparation and publication of a supplement or amendment
to the Official Statement, the Bond Bank at its expense shall supplement or amend the Official
Statement such that the Official Statement, as so supplemented or amended, does not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading.
(i) The Bond Bank is a public body corporate and politic constituted as a
public corporation and an instrumentality of the State of Alaska (the "State") within the
Department of Revenue but having a legal existence independent of and separate from the State,
exercising public and essential governmental functions and created by the Act.
) Between the date hereof and the Closing, the Bond Bank will not without
prior written notice to the Representative supplement or amend the Official Statement or offer or
issue any general obligation bonds or securities (other than its General Obligation and Refunding
Bonds, 2016 Series Three) or offer or issue to any party other than the Underwriters any bonds or
securities in lieu of the 2016 Series Four Bonds and will not, without prior written notice to the
Representative, offer or issue any other bonds, notes or other obligations for borrowed money or
incur any other material liabilities, direct or contingent, other than in the ordinary course of its
business.
(k) With respect to the issuance and sale of the 2016 Series Four Bonds, the
Bond Bank is not in material breach of or in material default under the Bond Resolution or any
constitutional provision, law, ordinance, regulation, order, permit, loan agreement, note, bond,
resolution, agreement or other instrument relating to the issuance of the 2016 Series Four Bonds
to which the Bond Bank is, or on the date of the Closing will be, a party or to which the Bond
Bank or any of its properties or assets is otherwise subject or in any way relating to the Bond
Resolution, this Purchase Contract, the Loan Agreement, the Amendatory Loan Agreement, the
Escrow Deposit Agreements, the Disclosure Certificate, the 2016 Series Four Bonds or the
Official Statement; and no event to the Bond Bank's knowledge has occurred and is continuing
that constitutes or that, with the passage of time or the giving of notice, or both, would constitute
a material breach of or a material default or event of default under the Bond Resolution, this
Purchase Contract, the Loan Agreement, the Amendatory Loan Agreement, the Escrow Deposit
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Agreements, the Disclosure Certificate, the 2016 Series Four Bonds or any constitutional
provision, law, ordinance, regulation, order, permit, loan agreement, note, bond, resolution,
agreement or other instrument relating to the issuance of the 2016 Series Four Bonds to which
the Bond Bank is, or on the date of the Closing will be, a party or to which the Bond Bank or any
of its properties or assets is otherwise subject.
(I) The adoption of the Bond Resolution and the execution and delivery of
this Purchase Contract, the Loan Agreement, the Amendatory Loan Agreement, the Escrow
Deposit Agreements, the Disclosure Certificate and the 2016 Series Four Bonds and the
observance and performance of the Bond Bank's covenants and obligations hereunder and
thereunder will not conflict with or constitute a material breach of or material default by the
Bond Bank under the Bond Resolution or any constitutional provision, law, ordinance,
regulation, order, permit, loan agreement, note, bond, resolution, agreement or other instrument
to which the Bond Bank is, or on the date of the Closing will be, a party or to which the Bond
Bank or any of its properties or assets is otherwise subject, nor will any such adoption,
execution, delivery, observance or performance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever by the Bond Bank
upon any of its properties or assets or under the terms of any such constitutional provision, law,
ordinance, regulation, order, permit, loan agreement, note, bond, resolution, agreement or other
instrument, except as provided by the Bond Resolution, this Purchase Contract, the Loan
Agreement, the Amendatory Loan Agreement, the Escrow Deposit Agreements, the Disclosure
Certificate or the 2016 Series Four Bonds.
(m) There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, government agency, public board or body, pending against the
Bond Bank or, to the Bond Bank's actual knowledge, threatened against the Bond Bank, of the
nature described as follows:
(i) affecting the existence of the Bond Bank or the titles of its officers
to their respective offices, or
(ii) affecting or seeking to prohibit, restrain or enjoin the issuance, sale
or delivery of the 2016 Series Four Bonds or the pledge and assignment of the Bond Bank
pursuant to the Bond Resolution or the application of the proceeds of the sale of the 2016 Series
Four Bonds, or
(iii) contesting or affecting the powers of the Bond Bank with respect
to, or the validity or enforceability of, or any authority for, any of the Bond Resolution, this
Purchase Contract, the Loan Agreement, the Amendatory Loan Agreement, the Escrow Deposit
Agreements, the Disclosure Certificate or the 2016 Series Four Bonds, or the observance and
performance by the Bond Bank of its covenants and obligations under any of the foregoing, or
(iv) affecting the ownership of any of the Bond Bank's assets, or
(v) contesting the tax-exempt status of interest on the 2016 Series Four
Bonds, or
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(vi) contesting the completeness or accuracy of the Preliminary Official
Statement or the Official Statement or asserting that the Preliminary Official Statement or the
Official Statement contained or contains any untrue statement of a material fact or omitted or
omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(n) The Bond Bank shall furnish such information, execute such instruments
and take such other action not inconsistent with law in cooperation with the Representative as
may be reasonably requested to: (i) qualify the 2016 Series Four Bonds for offer and sale under
the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the
United States as may be designated by the Representative and (ii) determine the eligibility of the
2016 Series Four Bonds for investment under the laws of such states and other jurisdictions,
except that the Bond Bank shall not be required in connection therewith, or as a condition
thereof, to bear any cost thereof or to execute a general consent to service of process or to qualify
to do business in connection with any such qualification or determination in any jurisdiction.
(o) The 2016 Series Four Bonds, when issued and delivered in accordance
with the Bond Resolution and sold to the Underwriters as provided herein, will be, this Purchase
Contract is, and the Loan Agreement, the Amendatory Loan Agreement, the Escrow Deposit
Agreements and the Disclosure Certificate, when executed and delivered, will be, legal, valid
and binding obligations of the Bond Bank, enforceable in accordance with their respective terms,
except to the extent that enforceability may be limited by or rendered ineffective by bankruptcy
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting
creditors' rights generally or the application of equitable principles and the exercise of judicial
discretion in appropriate cases; the owners of the 2016 Series Four Bonds will be entitled to the
benefits of the Bond Resolution; and upon such issuance and delivery, the 2016 Series Four
Bonds shall constitute legal, valid and binding obligations of the Bond Bank, issued in
conformity with and entitled to the benefit and security of the Bond Resolution.
(p) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, court, board, agency or commission having jurisdiction
of the matter that are required to be obtained by the Bond Bank prior to the sale of the 2016
Series Four Bonds for the due authorization of, that would constitute a condition precedent to or
the absence of which would materially adversely affect the due observance and performance by
the Bond Bank of its covenants and obligations in connection with the issuance and sale of the
2016 Series Four Bonds under the Bond Resolution and this Purchase Contract, the execution
and delivery of this Purchase Contract, the Loan Agreement, the Amendatory Loan Agreement,
the Escrow Deposit Agreements, the Disclosure Certificate and the 2016 Series Four Bonds or
the observance or performance by the Bond Bank of its covenants and obligations under any of
the Bond Resolution, this Purchase Contract, the Loan Agreement, the Amendatory Loan
Agreement, the Escrow Deposit Agreements, the Disclosure Certificate and the 2016 Series Four
Bonds, have been duly obtained, except for such approvals, consents and orders as may be
required under the Blue Sky or securities laws of any state in connection with the offering and
sale of the 2016 Series Four Bonds, as to which no representation is made.
(q) The financial statements and other historical financial information of the
Bond Bank contained in the Preliminary Official Statement fairly present the financial position
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of the Bond Bank as of the dates indicated, for the periods therein specified; and except as
otherwise disclosed in the Preliminary Official Statement and the Official Statement, there has
been no material adverse change in the financial condition or results of operations of the Bond
Bank since the respective dates thereof.
(r) Any certificate signed by any official of the Bond Bank and delivered to
the Representative shall be deemed to be a representation and agreement by the Bond Bank (and
not by any official in his or her individual capacity) to or with the Underwriters as to the
statements made therein as if set forth herein.
(s) The Bond Bank has never defaulted in the payment of principal of or
interest on any of its debt obligations, and the Bond Bank has not failed within the previous five
years to comply in all material respects with any of its undertakings pursuant to paragraph (b)(5)
of Rule 15c2-12, except as disclosed in the Preliminary Official Statement and the Official
Statement.
(t) The Bond Bank will undertake, pursuant to the Disclosure Certificate, to
provide certain annual financial information and notices upon the occurrence of certain events,
and the form of this undertaking is accurately set forth in the Preliminary Official Statement and
will be accurately set forth in the Official Statement.
(u) The Bond Bank will cause each Obligated Person (as defined in the
Preliminary Official Statement) to enter into a written agreement or contract for the benefit of the
holders of the 2016 Series Four Bonds to provide to the MSRB certain annual financial
information, including audited financial statements and operating data, and timely notice of any
failure to provide required information on or before the date specified in such agreement or
contract.
6. Closing. At 8:00 a.m., Pacific time, on November 3, 2016, or at such other date
and time as shall have been mutually agreed upon by the Bond Bank and the Representative, the
Bond Bank shall deliver or cause to be delivered (a) to the Trustee in accordance with the FAST
closing procedures of DTC, the 2016 Series Four Bonds in definitive form duly executed by the
Bond Bank and (b) to the Representative, the other documents specified in Section 7(c); and
subject to the terms and conditions contained herein, the Representative shall accept such
delivery and pay the purchase price of the 2016 Series Four Bonds as set forth in Section 1 in
immediately available funds, in an aggregate amount equal to the aggregate purchase price set
forth in Section 1.
Payment for the delivery of the 2016 Series Four Bonds as aforesaid shall be made
through the offices of DTC in New York, New York, and all other documents hereinafter
mentioned shall be delivered to the offices of Orrick, Herrington & Sutcliffe LLP ("Bond
Counsel") in Seattle, Washington, or at such other place as shall have been mutually agreed upon
by the Bond Bank and the Representative. Such payment and delivery is referred to as the
"Closing." The Representative shall order CUSIP identification numbers, and the Bond Bank
shall cause such CUSIP identification numbers to be printed on the 2016 Series Four Bonds, but
neither the failure to print such number on any 2016 Series Four Bond nor any error with respect
thereto shall constitute cause for a failure or refusal by the Underwriters to accept delivery of and
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to pay for the 2016 Series Four Bonds in accordance with the terms of this Purchase Contract.
The 2016 Series Four Bonds shall be prepared and delivered at least one business day prior to the
date of the Closing to the Trustee in the form of one certificate for each maturity, fully registered
in the name of Cede & Co. (or such other name as may be requested by an authorized
representative of DTC), as nominee of DTC.
7. Closing Conditions. The obligations of the Underwriters hereunder shall be
subject to the performance by the Bond Bank of its obligations hereunder at or prior to the
Closing and are also subject to the conditions described below.
(a) The representations of the Bond Bank contained or incorporated in the
Bond Resolution, this Purchase Contract, the Loan Agreement, the Amendatory Loan
Agreement, the Escrow Deposit Agreements, the Disclosure Certificate and the 2016 Series Four
Bonds shall be true, complete and correct in all material respects as of the date hereof and as of
the date of the Closing as if made on the date of the Closing.
(b) At the time of the Closing, (i) each of the Bond Resolution, this Purchase
Contract, the Loan Agreement, the Amendatory Loan Agreement, the Escrow Deposit
Agreements and the Disclosure Certificate shall be in full force and effect and shall not have
been amended, modified or supplemented after the date thereof except as shall have been agreed
to in writing by the Representative or as otherwise permitted by the terms of such document;
(ii) the Bond Bank shall have performed its respective obligations required under or specified in
the Bond Resolution, this Purchase Contract, the Loan Agreement, the Amendatory Loan
Agreement, the Escrow Deposit Agreements, the Disclosure Certificate or the 2016 Series Four
Bonds to have been performed at or prior to the Closing; and (iii) the Policy shall have been duly
executed, issued and delivered by National.
(c) At or prior to the Closing, the Representative shall receive the following
documents, in each case reasonably satisfactory in form and substance to the Representative and
to Foster Pepper PLLC, counsel to the Underwriters:
(i) The Official Statement executed by an authorized officer of the
Bond Bank.
(ii) Executed or certified copies (as appropriate) of each of the
following, with only such changes or amendments after the date hereof as may have been agreed
to in writing by the Representative:
(A) the Bond Resolution;
(B) the Loan Agreement and the Amendatory Loan Agreement;
(C) the Escrow Deposit Agreements;
(D) the Disclosure Certificate; and
(E) the Bond Bank's Blanket Issuer Letter of Representations
toDTC.
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(iii) The approving opinion of Bond Counsel, dated the date of the
Closing, substantially in the form set forth in Appendix A to the Preliminary Official Statement.
(iv) The supplemental opinion of Bond Counsel, dated the date of the
Closing and addressed to the Underwriters, substantially in the form attached hereto as
Exhibit A.
(v) A letter of Bond Counsel, dated the date of the Closing and
addressed to the Underwriters, substantially in the form attached hereto as Exhibit B.
(vi) The opinions of Bond Counsel, dated the date of the Closing and
addressed to the Underwriters, to the effect that the Refunded Bonds are no longer considered
outstanding under the resolutions of the Bond Bank pursuant to which they were issued.
(vii) A certificate of the Department of Law of the State, dated the date
of the Closing, substantially in the form attached hereto as Exhibit C.
(viii) An opinion of Foster Pepper PLLC, counsel to the Underwriters,
dated the date of the Closing and addressed to the Underwriters, to the effect that:
(A) the offer and sale of the 2016 Series Four Bonds by the
Underwriters are exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act");
(B) the Bond Resolution is exempt from qualification under the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act");
(C) the Disclosure Certificate and this Purchase Contract
together provide a suitable basis for the Underwriters to reasonably determine, pursuant to
paragraph (b)(5)(i) of Rule 15c2-12, that the Bond Bank has undertaken, in a written agreement
or contract for the benefit of the holders of the 2016 Series Four Bonds, to provide the annual
financial information and notices required by paragraph (b)(5)(i) of Rule 15c2-12; and
(D) without undertaking to determine independently or
assuming any responsibility for the accuracy, completeness or fairness of the statements
contained in the Official Statement, no information came to the attention of the attorneys in that
firm rendering legal services in connection with the issuance of the 2016 Series Four Bonds that
caused those attorneys to believe that the Official Statement (except any financial, economic or
statistical data contained in the Official Statement, any information contained in the Official
Statement regarding DTC, National or how interest on the 2016 Series Four Bonds is treated for
federal or State income tax purposes, and the information contained in Appendices A, C, D, E
and H to the Official Statement, as to all of which no opinion or belief need be expressed), as of
its date and as of the date of the Closing, contained or contains any untrue statement of a material
fact or omitted or omits to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances in which they were made, not misleading.
(ix) The opinions of bond counsel to each Governmental Unit, each to
the effect that, with respect to that Governmental Unit:
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(A) the Governmental Unit is duly organized and legally
existing under the laws of the State;
(B) the applicable Loan Agreement or Amendatory Loan
Agreement between the Governmental Unit and the Bond Bank has been duly authorized and
executed by the Governmental Unit and is a valid and binding obligation of the Governmental
Unit;
(C) each applicable Municipal Bond has been duly authorized
and executed by the Governmental Unit and is issued in full compliance with the provisions of
the Constitution and laws of the State and the legislation of the Governmental Unit relating
thereto;
(D) each applicable Municipal Bond constitutes a valid and
binding obligation of the Governmental Unit, except only to the extent that enforcement of
payment may be limited by bankruptcy, insolvency or other laws affecting creditors' rights and
by the application of equitable principles and the exercise of judicial discretion in appropriate
cases; and
(B) interest on each applicable Municipal Bond is excluded
from gross income for federal income tax purposes; and interest on each applicable Municipal
Bond is free from taxation by the State except for transfer, estate and inheritance taxes.
(x) A certificate of the Bond Bank, dated the date of the Closing, to
the effect that:
(A) the representations of the Bond Bank contained in this
Purchase Contract are true and correct in all material respects on and as of the date of the Closing
as if made on the date of the Closing;
(B) the Official Statement, other than information concerning
DTC, the Underwriters, the reoffering prices and yields on the 2016 Series Four Bonds and the
information under the caption "BOND INSURANCE" and in Appendix D (as to which no
representation need be made in this paragraph), as of its date did not and as of the date of the
Closing does not contain an untrue statement of a material fact or omit any statement of material
fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading;
(C) the information relating to entities other than the Bond
Bank contained in the Official Statement has been obtained from sources that the Bond Bank
believes to be reliable, and nothing has come to the attention of the Bond Bank that would cause
the Bond Bank to believe that such information, as of the date of the Official Statement and as of
the date of the Closing, contained an untrue statement of a material fact or omitted any statement
of material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;
(D) since the date of the Official Statement, no material adverse
change in the financial condition or operations of the Bond Bank has occurred, and no other
11
51547619.3
information has come to the attention of the Bond Bank, that should be disclosed in the Official
Statement in order that the Official Statement not contain an untrue statement of a material fact
or omit to state a material fact or necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading.
(xi) A report from Causey Derngen & Moore P.C., independent
certified public accountants, verifying the mathematical accuracy of the computations
determining • the adequacy of the cash and maturing principal of and interest on the defeasance
obligations to pay, when due, the principal of and interest on the Refunded Bonds.
(xii) Evidence satisfactory to the Representative that the 2016 Series
Four Bonds have been assigned ratings of "AA" (outlook negative) by Fitch Ratings and "AA"
(watch negative) by S&P Global Ratings and, based on the issuance of the Policy, that the
Insured Bonds will be assigned a rating of "AA-" by S&P Global Ratings.
(xiii) A certificate of the Trustee, dated the date of the Closing, to the
effect that:
(A) the Trustee is a national banking association duly organized
and validly existing under the laws of the United States of America, having the full power and
authority to enter into and perform its obligations under the Bond Resolution and the Escrow
Deposit Agreements, to accept and administer the trusts created under the Bond Resolution and
the Escrow Deposit Agreements and to authenticate and deliver the 2016 Series Four Bonds;
(B) the 2016 Series Four Bonds have been duly authenticated
and delivered by the Trustee;
(C) no consent, approval, authorization or other action by any
governmental or regulatory authority having jurisdiction over the Trustee that has not been
obtained is or will be required for the performance by the Trustee of its obligations under the
Bond Resolution and the Escrow Deposit Agreements or for the authentication and delivery of
the 2016 Series Four Bonds;
(D) the performance by the Trustee of its obligations under the
Bond Resolution and the Escrow Deposit Agreements and the authentication and delivery by the
Trustee of the 2016 Series Four Bonds will not conflict with, result in a violation or breach of or
constitute a default under any material agreement or material instrument to which the Trustee is a
party or by which it is bound, or any law or any rule, regulation, order or decree of any court or
governmental body having jurisdiction over the Trustee or any of its activities or properties
(except that no representation need be made with respect to any federal or state securities or blue
sky laws or regulations) or (except with respect to the liens of the Bond Resolution and the
Escrow Deposit Agreements) result in the creation or imposition of any lien, charge or other
security interest or encumbrance of any nature whatsoever upon any of the property or assets of
the Trustee; and
(E) to the Trustee's knowledge, there is no litigation, action,
suit, proceeding, inquiry or investigation by or before any court, governmental agency, public
board or body, pending or threatened in any way affecting or contesting the existence of the
12
51547619.3
Trustee, the authentication or delivery by the Trustee of the 2016 Series Four Bonds, the
performance by the Trustee of its obligations under the Bond Resolution and the Escrow Deposit
Agreements or wherein an unfavorable decision, ruling or finding would adversely affect the
transactions contemplated in connection with the authentication and delivery of the 2016 Series
Four Bonds or the performance by the Trustee of its obligations under the Bond Resolution and
the Escrow Deposit Agreements.
(xiv) The Policy and any other documents executed in connection
therewith; a certificate of National, dated the date of the Closing, in customary form, signed by
an authorized officer of National, to the effect that the information provided by National for
inclusion in the Official Statement is accurate; and an opinion of counsel to National, dated the
date of the Closing, in customary form, addressed to the Underwriters and the Bond Bank,
addressing, among other matters, the enforceability of the Policy.
(xv) The endorsement of National to its existing surety policy
increasing the face amount to an amount sufficient, together with other money credited to the
Reserve Fund on the date of Closing, to satisfy the Reserve Fund Requirement on the date of
Closing.
(xvi) Such additional legal opinions, certificates, instruments, permits,
consents and other documents as the Representative may reasonably request to evidence the truth
and accuracy, as of the date hereof and as of the date of the Closing, of the Bond Bank's
representations contained in the Bond Resolution, this Purchase Contract, the Loan Agreement,
the Amendatory Loan Agreement, the Escrow Deposit Agreements, the Disclosure Certificate
and the 2016 Series Four Bonds and of the statements and information contained or incorporated
in the Official Statement, as the same may be supplemented or amended, and the due observance
and performance by the Bond Bank at or prior to the date of the Closing of all covenants and
obligations then to be observed or performed and all conditions then to be satisfied by the Bond
Bank and to evidence the exclusion from gross income for federal and State income tax purposes
of the interest and any original issue discount on the 2016 Series Four Bonds.
8. Termination. The Representative may terminate this Purchase Contract, without
liability therefor, by written notification from the Representative to the Bond Bank if at any time
after the date of this Purchase Contract and at or prior to the Closing, any one or more of the
following shall occur:
(a) Legislation shall have been enacted by the Congress of the United States
or the legislature of the State, or introduced by amendment or otherwise in or passed by either
House of the Congress or the legislature of the State, or recommended or endorsed to the
Congress for passage by the President of the United States or the Governor of the State, or
favorably reported for passage to either House of the Congress of the United States by any
committee of such House to which such legislation has been referred for consideration, or
recommended or endorsed for passage or presented for consideration by any member of any such
committee or by the Treasury Department of the United States, the Internal Revenue Service or
the staff of the Joint Committee on Taxation of the Congress, or a decision shall have been
rendered by a court of the United States or the State, or the United States Tax Court, or an order,
ruling, regulation (final, temporary or proposed) or official statement shall have been made by or
13
51547619.3
on behalf of the Treasury Department of the United States, the Internal Revenue Service or other
governmental agency of appropriate jurisdiction, with respect to federal or State taxation of
interest received on securities of the general character of the 2016 Series Four Bonds or which
would have the effect of changing, directly or indirectly, the federal or State tax consequences of
receipt of interest on securities of the general character of the 2016 Series Four Bonds in the
hands of the owners thereof, which in the reasonable opinion of the Representative would
adversely affect the market price or ability of the Underwriters to enforce contracts for the sale of
the 2016 Series Four Bonds.
(b) Any legislation, constitutional amendment, ordinance, rule or regulation
shall be introduced in or enacted by any governmental body, board, department or agency of the
State or the United States, or a decision by any court of competent jurisdiction within the State or
any court of the United States shall be rendered, affecting the Bond Bank, which, in the
reasonable opinion of the Representative, will materially adversely affect the market price or
ability of the Underwriters to enforce contracts for the sale of the 2016 Series Four Bonds.
(c) There shall have occurred any new national outbreak of hostilities or any
escalation in existing national hostilities, or any other national or international calamity or crisis
or an actual or imminent default or moratorium in respect of payment of any United States
Treasury bills, bonds or notes, the effect of which, in the reasonable opinion of the
Representative, would adversely affect the market price or ability of the Underwriters to enforce
contracts for the sale of the 2016 Series Four Bonds.
(d) A general banking moratorium shall have been declared by federal, New
York or State authorities or a major financial crisis or material disruption in commercial banking
or securities settlement or clearance services shall have occurred.
(e) There shall be in force a general suspension of trading, minimum or
maximum prices for trading or maximum ranges for prices of securities, or restrictions
concerning the extension of credit by, or changes to, the net capital requirements of underwriters
or other restrictions not in force or not being enforced as of the date hereof on the New York
Stock Exchange or other national securities exchange.
(f) A stop order, ruling or regulation by the Securities and Exchange
Commission shall hereafter be issued or made, the reasonable effect of which is that the
issuance, offering or sale of the 2016 Series Four Bonds, as contemplated herein or in the
Official Statement, or of obligations of the general character of the 2016 Series Four Bonds, is in
violation of any provisions of the Securities Act, the Exchange Act or the Trust Indenture Act or
any rule or regulation promulgated under the Securities Act, the Exchange Act or the Trust
Indenture Act.
(g) There shall occur any change or any development involving a prospective
change, in or affecting the business, properties or financial condition of the Bond Bank, except
for changes that the Preliminary Official Statement discloses are expected to occur, which, in the
reasonable opinion of the Representative, materially impairs the market price or ability of the
Underwriters to enforce contracts for the sale of the 2016 Series Four Bonds.
14
51547619.3
(h) There shall have occurred or any notice shall have been given of any
intended review, downgrading, suspension, withdrawal, or negative change in credit watch status
by any national rating service to any of the Bond Bank's obligations outstanding under the 2005
General Bond Resolution (including the ratings to be accorded the 2016 Series Four Bonds) or to
the claims-paying ability of National.
(i) An event, fact or condition described in Section 5(h) shall have occurred
or become known which, in the reasonable opinion of the Representative, requires the
preparation and publication of a supplement or amendment to the Official Statement, and in such
event, (i) the Bond Bank refuses to supplement or amended the Official Statement or (ii) the
effect of the Official Statement as so supplemented or amended is, in the reasonable opinion of
the Representative, to materially impair the market price or ability of the Underwriters to enforce
contracts for the sale of the 2016 Series Four Bonds.
(j) Legislation shall be enacted, or a decision of a court of the United States
shall be rendered or any action shall be taken by, or on behalf of, the Securities and Exchange
Commission or any other governmental agency having jurisdiction in the subject matter which,
in the opinion of counsel to the Underwriters, has the effect of requiring the contemplated
distribution of the 2016 Series Four Bonds or any underlying arrangement to be registered under
the Securities Act or the Exchange Act, or the Bond Resolution to be qualified under the Trust
Indenture Act or that would make the offering and sale of the 2016 Series Four Bonds illegal.
9. Expenses. The Underwriters shall be under no obligation to pay and the Bond
Bank shall pay or shall cause to be paid the expenses incident to the performance of its
obligations hereunder, including: (a) the fees and disbursements of Bond Counsel, Western
Financial Group, LLC and any other experts, accountants, lawyers or consultants retained by the
Bond Bank and the fees and expenses of the Trustee, the escrow agent and the verification agent;
(b) the cost of preparation and printing and signing of the definitive 2016 Series Four Bonds and
the registration thereof; (c) the cost of preparing and distributing the Preliminary Official
Statement and the Official Statement and any supplements or amendments thereto; (d) charges of
rating agencies for rating the 2016 Series Four Bonds; and (e) the cost of premiums for the
Policy and any debt service reserve surety bond issued by National. The Bond Bank shall also
pay for any expenses (included in the expense component of the Underwriters' discount)
incurred by the Underwriters which are incidental to implementing this Purchase Contract and
the issuance of the Bonds, including, but not limited to, meals, transportation and lodging, if any,
and any other miscellaneous closing costs, but in no event shall the Underwriters' discount
exceed the amount set forth in the Series Resolution.
The Bond Bank acknowledges that it has had an opportunity, in consultation with such
advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being
incurred as part of the issuance of the Bonds.
The Underwriters shall pay all advertising expenses incurred by the Underwriters in
connection with the public offering of the 2016 Series Four Bonds, including the costs of
qualifying the 2016 Series Four Bonds for sale in various states chosen by the Underwriters, and
except as provided above, the fees and expenses of its counsel and all other expenses incurred by
15
51547619.3
the Underwriters in connection with its public offering and distribution of the 2016 Series Four
Bonds.
10. Notices. Any notice or other communication to be given to the Bond Bank under
this Purchase Contract (other than the acceptance hereof as specified in Section 1) may be given
by delivering the same in writing to Alaska Municipal Bond Bank, 333 Willoughby Avenue,
11th Floor, Post Office Box 110405, Juneau, Alaska 99811, Attention: Executive Director; any
notice or other communication to be given to the Underwriters under this Purchase Contract may
be given by delivering the same in writing to RBC Capital Markets, LLC, Two Embarcadero
Center, Suite 1200, San Francisco, California 94111; Attention: Tom Yang.
11. Governing Law. The validity, interpretation and performance of this Purchase
Contract shall be governed by the laws of the State of Alaska.
12. Parties in Interest. This Purchase Contract, when accepted by the Bond Bank in
writing as heretofore specified and when effective as herein provided, shall constitute the entire
agreement between the Bond Bank and the Underwriters and is solely for the benefit of the Bond
Bank and the Underwriters (including the successors or assigns thereof but not any purchaser of
2016 Series Four Bonds by virtue of such purchase). No other person shall acquire or have any
rights hereunder or by virtue hereof. All representations and agreements of the Bond Bank in this
Purchase Contract shall remain operative and in full force and effect, regardless of (a) any
investigation made by or on behalf of the Underwriters, (b) delivery of and payment for the 2016
Series Four Bonds hereunder or (c) any termination of this Purchase Contract.
13. Headings. The headings of the sections of this Purchase Contract are inserted for
convenience of reference only and shall not be deemed to be a part hereof.
14. Effectiveness. This Purchase Contract shall become effective upon the execution
hereof by an authorized representative of the Bond Bank and shall be valid and enforceable at the
time of such acceptance and receipt.
[Signature page follows]
16
51547619.3
15. Counterparts. This Purchase Contract may be executed in several counterparts,
which together shall constitute one and the same instrument.
Very truly yours,
RBC CAPITAL MARKETS, LLC
as Representative of the Underwriters
By:
Urn A Yang, vIa)igrng Direi
Accepted:
October 18, 2016, at p.m. Alaska Time
ALASKA MUNICIPAL
Fi
$II
J. Mikhell, Executive Director
17
$15476193
Schedule 1
GENERAL OBLIGATION AND REFUNDING BONDS, 2016 SERIES FOUR
MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS
AND REDEMPTION PROVISIONS
Maturity Date
(December 1) Principal Amount Interest Rate Yield
2016 $ 610,000 2.00% 0.99%
2017 950,000 3.00 1.23
2018 990,000 5.00 1.42
2019 1,045,000 5.00 1.64
2020 1,090,000 5.00 1.82
2021 1,145,000 5.00 1.98
2022 1,205,000 5.00 2.14
2023 1,260,000 5.00 2.36
2024 1,325,000 5.00 2.52
2025 1,390,000 5.00 2.68
2026 1,460,000 5.00 2.81
2027 1,535,000 5.00 2.95(2)
2028 1,615,000 5.00 3.08(2)
2029 1,690,000 5.00 3.16(2)
2030 1,780,000 5.00 3.25(2)
2031 1,865,000 5.00 3.322)
2032 1,960,000 5.00 3.382)
2033 2,055,000 5.00 3.44 (2)
2034 (l) 2,165,000 5.00 3 .49 (2)
2035 (l) 2,265,000 5.00 3.53 (2)
(1) Scheduled payment of principal and interest is to be insured by the Policy to be issued
by National.
(2) Calculated to the par call date of December 1, 2026,
Optional Redemption. The 2016 Series Four Bonds maturing on or after December 1,
2027, are subject to redemption in whole or in part at the option of the Bond Bank on any date on
or after December 1, 2026, at a price of 100% of the principal amount thereof to be redeemed
plus accrued interest to the date fixed for redemption.
Schedule 1-1
51547619.3
EXHIBIT A
FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
[Date of Closing]
RBC Capital Markets, LLC
San Francisco, California
Goldman, Sachs & Co.
Seattle, Washington
Alaska Municipal Bond Bank General Obligation and Refunding Bonds
2016 Series Four
(Supplemental Opinion)
Ladies and Gentlemen:
This letter is addressed to you, as Underwriters, pursuant to Section 7(c)(iv) of the Bond
Purchase Contract, dated October 18, 2016 (the "Purchase Agreement"), between you and the
Alaska Municipal Bond Bank (the "Bond Bank"), providing for the purchase of $29,400,000
aggregate principal amount of Alaska Municipal Bond Bank General Obligation and Refunding
Bonds, 2016 Series Four (the "2016 Series Four Bonds"), Concurrently with the 2016 Series
Four Bonds, the Bond Bank is issuing $80,435,000 aggregate principal amount of Alaska
Municipal Bond Bank General Obligation and Refunding Bonds, 2016 Series Three (the "2016
Series Three Bonds" and together with the 2016 Series Four Bonds, the "Bonds"). The Bonds
are being issued pursuant to the General Obligation Bond Resolution, adopted by the Board of
Directors (the "Board") of the Bond Bank on July 13, 2005 (as amended, the "2005 General
Bond Resolution"), as supplemented by Resolution No. 2016-05, adopted by the Board on
September 6, 2016 (the "2016 Series Three and Four Resolution" and together with the 2005
General Bond Resolution, the "Bond Resolution"). The Bond Bank has appointed The Bank of
New York Mellon Trust Company, NA., as trustee (the "Trustee") under the Bond Resolution.
The Bonds are issued for the stated purposes of (i) making a loan to the City of Ketchikan,
Alaska (the "City") to finance costs of harbor improvements; (ii) making a loan to the City to
refund a Municipal Bond (the "2006 Municipal Bond") issued by the City to the Bond Bank in
2006 to finance costs of a project; (iii) refunding bonds previously issued by the Bond Bank to
purchase the City's 2006 Municipal Bond; and (iv) paying a portion of the costs of issuing the
Bonds. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto
in the Bond Resolution or, if not defined in the Bond Resolution, in the Purchase Agreement.
We have delivered our final legal opinion (the "Bond Opinion") as bond counsel to the
Bond Bank concerning the validity of the Bonds and certain other matters, dated the date hereof
and addressed to the Bond Bank. You may rely on such opinion, to the extent it relates to the
2016 Series Four Bonds, as though the same were addressed to you.
In such connection, we have reviewed the Purchase Agreement; the Continuing
Disclosure Certificate, dated the date hereof, of the Bond Bank (the "Bond Bank Continuing
Disclosure Certificate"); the Bond Resolution; the Loan Agreement, dated as of October 18,
2016, and the Loan Agreement, dated as of July 1, 2006, as amended by the Amendatory Loan
Agreement, dated as of October 18, 2016 (together, the "Loan Agreements"), each between the
Bond Bank and the City; the Tax Certificate, dated the date hereof (the "Tax Certificate"), of the
Bond Bank; authorizing ordinances and resolutions and tax certificates of the City; a Certificate
of the State of Alaska Department of Law, as counsel to the Bond Bank; opinions of counsel to
the City; certificates of the Bond Bank, the Trustee, the City and others; and such other
documents, opinions and matters to the extent we deemed necessary to render the opinions set
forth herein.
The opinions expressed herein are based on an analysis of existing laws, regulations,
rulings and court decisions and cover certain matters not directly addressed by such authorities.
Such opinions may be affected by actions taken or omitted or events occurring after the date
hereof. We have not undertaken to determine, or to inform any person, whether any such actions
are taken or omitted or events do occur or any other matters come to our attention after the date
hereof. We have assumed the genuineness of all documents and signatures presented to us
(whether as originals or as copies) and the due and legal execution and delivery thereof by, and
validity against, any parties other than the Bond Bank. We have assumed, without undertaking
to verify, the accuracy of the factual matters represented, warranted or certified in the
documents, and of the legal conclusions contained in the opinions, referred to in the third
paragraph hereof. We have further assumed compliance with all covenants and agreements
contained in such documents. In addition, we call attention to the fact that the rights and
obligations under the 2016 Series Four Bonds, the Bond Resolution, the Loan Agreements, the
Municipal Bonds, the Tax Certificate, the Bond Bank Continuing Disclosure Certificate and the
Purchase Agreement and their enforceability may be subject to bankruptcy, insolvency,
reorganization, receivership, arrangement, fraudulent conveyance, moratorium and other laws
relating to or affecting creditors' rights, to the application of equitable principles, to the exercise
of judicial discretion in appropriate cases and to the limitations on legal remedies against public
corporations of the State of Alaska. We express no opinion with respect to any indemnification,
contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty),
right of set-off, arbitration, choice of law, choice of forum, choice of venue, non-exclusivity of
remedies, waiver or severability provisions contained in the foregoing documents. Finally, we
undertake no responsibility for the accuracy, except as expressly set forth in numbered
paragraph 3 below, completeness or fairness of the Official Statement dated October 18, 2016
(the "Official Statement") or other offering material relating to the Bonds and express no opinion
relating thereto.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we
are of the following opinions or conclusions:
A-2
1. The 2016 Series Four Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended.
2. The Purchase Agreement, the Loan Agreements and the Bond Bank Continuing
Disclosure Certificate have been duly executed and delivered by, and are the valid and binding
agreements of, the Bond Bank,
3. The statements contained in the Official Statement under the captions
"DESCRIPTION OF THE 2016 SERIES THREE AND FOUR BONDS," "SECURITY AND
SOURCES OF PAYMENT FOR THE BONDS," "SUMMARY OF THE 2005 MASTER
BOND RESOLUTION," "TAX MATTERS" and "APPENDIX A - PROPOSED FORMS OF
BOND COUNSEL OPINIONS," excluding any material that may be treated as included under
such captions by cross reference or reference to other documents or sources, insofar as such
statements expressly summarize certain provisions of the Bond Resolution, and the form and
content of our Bond Opinion, are accurate in all material respects.
This letter is furnished by us as bond counsel to the Bond Bank. No attorney-client
relationship has existed or exists between our firm and you in connection with the 2016 Series
Four Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This
letter is delivered to you as Underwriters of the 2016 Series Four Bonds, is solely for your
benefit as such Underwriters and is not to be used, circulated, quoted or otherwise referred to or
relied upon for any other purpose or by any other person. This letter is not intended to, and may
not, be relied upon by owners of 2016 Series Four Bonds or by any other party to whom it is not
specifically addressed.
Very truly yours,
A-3
EXHIBIT B
FORM OF LETTER OF BOND COUNSEL
[Date of Closing]
RBC Capital Markets, LLC
San Francisco, California
Goldman, Sachs & Co.
Seattle, Washington
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Seattle, Washington
Alaska Municipal Bond Bank General Obligation and Refunding Bonds
2016 Series Three and Four
Ladies and Gentlemen:
We have acted as bond counsel to the Alaska Municipal Bond Bank (the "Bond Bank"),
as the issuer on this date of $80,435,000 aggregate principal amount of Alaska Municipal Bond
Bank General Obligation and Refunding Bonds, 2016 Series Three and $29,400,000 aggregate
principal amount of Alaska Municipal Bond Bank General Obligation and Refunding Bonds,
2016 Series Four (collectively, the "Bonds").
In that connection, we have reviewed certain portions of a printed copy of the official
statement of the Bond Bank, dated October 18, 2016, with respect to the Bonds (the "Official
Statement"); the General Obligation Bond Resolution, adopted by the Board of Directors (the
"Board") of the Bond Bank on July 13, 2005 (as amended, the "2005 General Bond
Resolution"), as supplemented by Resolution No. 2016-05, adopted by the Board on
September 6, 2016 (the "2016 Series Three and Four Resolution" and together with the 2005
General Bond Resolution, the "Bond Resolution"); the Loan Agreement, dated as of October 18,
2016 (the "Juneau Loan Agreement"), between the Bond Bank and the City and Borough of
Juneau ("Juneau"); the Loan Agreement, dated as of October 18, 2016, and the Loan Agreement,
dated as of July 1, 2006, as amended by the Amendatory Loan Agreement, dated as of
October 18, 2016 (together, the "Ketchikan Loan Agreements"), each between the Bond Bank
and the City of Ketchikan, Alaska ("Ketchikan"); each of the Loan Agreements and Amendatory
Loan Agreements (collectively, together with the Juneau Loan Agreement and the Ketchikan
Loan Agreements, the "Loan Agreements") between the Bond Bank and the Aleutians East
Borough, the City and Borough of Sitka, the City of Bethel, the City of Dillingham, the City of
Kodiak, the City of Nome, the Petersburg Borough, the City of Seward, the City of Wasilla, the
Kenai Peninsula Borough, the Kodiak Island Borough, the Municipality of Skagway and the
Northwest Arctic Borough (together with Juneau and Ketchikan, the "Governmental Units"); the
Bond Purchase Contract relating to the 2016 Series Three Bonds, dated as of October 18, 2016
(the "2016 Series Three Purchase Agreement"), between RBC Capital Markets, LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and the Bond Bank; the Bond Purchase Contract
relating to the 2016 Series Four Bonds, dated as of October 18, 2016 (the "2016 Series Four
Purchase Agreement"), between RBC Capital Markets, LLC, Goldman, Sachs & Co. and the
Bond Bank; the Debt Service Reserve Fund Policy; certificates of the Bond Bank, the
Governmental Units, the Trustee and others, the opinions referred to in paragraph 7(c) of the
2016 Series Three Purchase Agreement and in the opinions referred to in paragraph 7(c) of the
2016 Series Four Purchase Agreement, and we have made such investigations of law as we have
deemed appropriate as a basis for the conclusion hereinafter expressed. We do not assume any
responsibility for any electronic version of the Official Statement, and assume that any such
version is identical in all respects to the printed version. Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Official Statement.
In arriving at the conclusion hereinafter expressed, we are not expressing any opinion or
view on, and with your permission are assuming and relying on, without independent assessment
or inquiry, the validity, accuracy and sufficiency of the records, documents, certificates and
opinions referred to above, including the accuracy of all factual matters represented and legal
conclusions contained therein, including, without limitation, any representations and legal
conclusions regarding the valid existence of the Bond Bank and the Governmental Units, the due
authorization, issuance, delivery, validity and enforceability of the Bonds and the exclusion of
interest thereon from gross income for federal income tax purposes, and the legality, validity and
enforceability of the Bond Resolution, the Loan Agreements, the 2016 Series Three Purchase
Agreement, the 2016 Series Four Purchase Agreement and any laws, documents or instruments
that may be related to the authorization, issuance, payment or security of the Bonds. We have
assumed that all records, documents, certificates and opinions that we have reviewed, and the
signatures thereto, are genuine. Our services did not include financial or other non-legal advice.
We are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of any of the statements contained in the Official Statement and make
no representation that we have independently verified the accuracy, completeness or fairness of
any such statements. In our capacity as bond counsel to the Bond Bank, we participated in
conferences with your representatives, your counsel, representatives of the Bond Bank, the
Governmental Units, their respective counsels, the Trustee, Western Financial Group, LLC, as
the financial advisor to the Bond Bank, and others, during which the contents of the Official
Statement and related matters were discussed. Based on our participation in the above-
mentioned conferences (which did not extend beyond the date of the Official Statement), and in
reliance thereon, on oral and written statements and representations of the Bond Bank and the
Governmental Units and others and on the records, documents, certificates, opinions and matters
herein mentioned, we advise you as a matter of fact and not opinion that, during the course of
and subject to the limitations on our role as bond counsel with respect to the Bonds, no facts
came to the attention of the attorneys in our firm rendering legal services in connection with such
role which caused us to believe that the Official Statement as of its date and as of the date hereof
(except for any CUSIP numbers, financial, accounting, statistical, economic or demographic data
or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions
MIN
of opinion, any information about the Governmental Units, their assets, verification,
environmental matters, relationships among the parties, any information about litigation,
Appendices B and I, or any information about book-entry, DTC, ratings, Rating Agencies, the
Underwriter, Underwriting, the Reserve Fund Surety, the Reserve Fund Surety Provider, the
Bond Insurance Policy or the Bond Insurer included or referred to therein or omitted therefrom,
which we expressly exclude from the scope of this paragraph and as to which we express no
opinion or view) contained or contains any untrue statement of a material fact or omitted or
omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. No responsibility is undertaken or
opinion rendered with respect to any other disclosure document, materials or activity, or as to
any information from another document or source referred to by or incorporated by reference in
the Official Statement.
This letter is furnished by us as bond counsel to the Bond Bank. No attorney-client
relationship has existed or exists between our firm and you in connection with the Bonds or by
virtue of this letter. Our engagement with respect to this matter has terminated as of the date
hereof, and we disclaim any obligation to update this letter. This letter is delivered to you as
Underwriters of the Bonds, is solely for your benefit and is not to be used, circulated, quoted or
otherwise referred to or relied upon for any other purpose or by any other person. This letter is
not intended to, and may not, be relied upon by owners of Bonds or by any other party to whom
it is not specifically addressed.
Very truly yours,
EXHIBIT C
FORM OF CERTIFICATE OF STATE DEPARTMENT OF LAW
[Date of Closing]
The State of Alaska (the "State") Department of Law (the "Department"), in connection
with the issuance by the Alaska Municipal Bond Bank (the "Bond Bank") of $109,835,000
aggregate principal amount of the Bond Bank's General Obligation and Refunding Bonds, 2016
Series Three and 2016 Series Four (collectively, the "Bonds"), hereby confirms that:
1. To the best knowledge of the supervising attorneys in the Department, all
approvals, consents and orders of any State governmental authority, board, agency or
commission having jurisdiction that would constitute conditions precedent to the performance
by the Bond Bank of its obligations under the 2005 General Obligation Bond Resolution,
adopted by the Board of Directors of the Bond Bank (the "Board") on July 13, 2005 as amended
and as supplemented by Resolution No. 2016-05, adopted by the Board on September 6, 2016
(as so amended and supplemented, the "Bond Resolution"), the Bonds and each of the
transaction documents listed on Appendix A hereto (collectively, the "Transaction Documents")
have been obtained.
2. There is no litigation or proceeding pending against the State, including the Bond
Bank, or to the knowledge of the supervising attorneys in the Department, after due inquiry,
threatened, in any way affecting the existence of the Bond Bank, or the titles of its officers to
their respective offices, or seeking to restrain or to enjoin the authorization, sale, or delivery of
the Bonds, or the right, power and authority of the Bond Bank to issue the Bonds and to collect
the Municipal Bond Payments pledged to pay the principal of and interest on the Bonds, or the
pledge thereof, or in any way contesting or affecting the validity or enforceability as to the Bond
Bank of the Bond Resolution, the Bonds or any of the Transaction Documents, or contesting the
powers of the Bond Bank or its authority with respect to the Bond Resolution, the Bonds or the
Transaction Documents.
3. To the knowledge of the supervising attorneys in the Department, the information
in Appendix G under the caption "LITIGATION" relating to the State, including the Bond Bank,
in the Preliminary Official Statement dated October 5, 2016 as supplemented on October 12,
2016 or in the Official Statement dated October 18, 2016, related to the Bonds is true and
correct.
4. The Bond Resolution has been duly adopted by the Board of the Bond Bank and
is a valid and binding obligation of the Authority.
All capitalized terms used but not defined herein shall have the meanings ascribed thereto
in the Bond Resolution.
Dated this 3rd day of November 2016.
JAHNA LINDEMUTH
ATTORNEY GENERAL
By: Marjorie L. Vandor
Chief Assistant Attorney General
C-2
APPENDIX A
TRANSACTION DOCUMENTS
Loan Agreements, each dated as of October 18, 2016, between the Bond Bank and each
of the City and Borough of Juneau and the City of Ketchikan;
One or more Amendatory Loan Agreements, each dated as of October 18, 2016, between
the Bond Bank and each of (i) the City of Petersburg (two Amendatory Loan
Agreements); (ii) the Aleutians East Borough; (iii) the Kodiak Island Borough; (iv) the
City of Ketchikan; (v) the Kenai Peninsula Borough; (vi) the City of Wasilla; (vi) the
Municipality of Skagway (two Amendatory Loan Agreements); (vii) the City of Seward
(two Amendatory Loan Agreements); (viii) the City and Borough of Sitka (two
Amendatory Loan Agreements); (ix) the Northwest Artie Borough (two Amendatory
Loan Agreements); (x) the City of Nome (two Amendatory Loan Agreements); (xi) the
City of Kodiak (four Amendatory Loan Agreements); (xii) the City of Dillingham; and
(xiii) the City of Bethel;
Bond Purchase Agreement in connection with the 2016 Series Three Bonds, dated
October 18, 2016, between the Bond Bank and RBC Capital Markets, LLC on behalf of
itself and as representative of Merrill Lynch, Pierce, Fenner & Smith Incorporated;
Bond Purchase Agreement in connection with the 2016 Series Four Bonds, dated October
18, 2016, between the Bond Bank and RBC Capital Markets, LLC on behalf of itself and
as representative of Goldman, Sachs & Co.
Continuing Disclosure Certificate, dated November 3, 2016 (the "Continuing Disclosure
Certificate"), executed and delivered by the Bond Bank.