Agmt15 Raymond James and Assoc. Port of RWC sale of refunding bonds

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� EXECUTION COPY $6,940,000 " PORT OF REDWOOD CITY REFUNDING REVENUE BONDS,SERIES 2015 BOND PURCHASE AGREEMENT Apri123,2015 Boazd of Commissioners of the Port Department of the City of Redwood City 675 Seaport Blvd. Redwood City,CA 94063 Ladies and Gentlemen: Raymond lames&Associates,Inc.(the "Underwriter'�offers to enter into this Bond Purchase Agreement(the "Purchase Agreement")with the Board of Commissioners of the Port Department of the City of Redwood City(the "Port")on the basis of the representations,warranties,and covenants contained in this Purchase Agreement and upon the terms and conditions contained herein,for the ( purchase by the Underwriter from the Port of$6,940,000 principal amount of Port of Redwood City � Refunding Revenue Bonds,Series 2015(the "Series 201 S Bonds"),which upon acceptance will be binding upon the Port and the Underwriter. This offer is made subject to the acceptance by the Port on or before l 1:59 p.m.,California time,on the date hereof,and,if not so accepted,will be subject to withdrawal by the Underwriter upon written notice delivered to the Port at any time prior to such acceptance. If the Underwriter withdraws this offer,or the obligation of the Underwriter to purchase the Series 2015 Bonds is otherwise terminated pursuant to Secrionl0,then and in each case,the Port shall have no further obligation to the Unde�writer,including the payment of any costs set forth under Section 10(a). Capitalized terms used in this Purchase Agreement and not otherwise defined herein shall have the respecrive meanings given to such tetms as set forth in the Master Indenture,dated as of April 1, 1999,as supplemented by the First Supplemental lndenture,dated as of April 1, 1999,a Second Supplemental Indenhue,dated as of June 1,2012,and a Third Supplemental Indenhue,dated as of May 1,2015(the "Third Supplemental Indenture"and collectively,the 'Indenture"),each by and between the Port and U.S.Bank National Association,as trustee(the "Trustee")and if not otherwise defined therein,shall have the meanings given to such terms as set forth in the Official Statement(defined below). Section 1. Purchase and Sale of the Series 2015 Bonds. (a) Upon the terms and conditions and in reliance upon the representations,warranties and agreements set forth in this Purchase Agreement,the Underwriter hereby agrees to purchase from the Port for reoffering to the public,and the Port agrees to sell to the Underwriter for such purpose,all(but not less than all)of the$6,940,000 principal amount of the Series 2015 Bonds. The Series 2015 Bonds shall t 31498-0011\BPA-FIN SFV213730?9.5