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�.v .� � i ... _ .��___��_�... .�, ��.g...�_� .. . _�. <br /> LETTER AGREEMENT FOR PURCHASE <br /> May 29,2013 <br /> City of Redwood City <br /> 1017 Middlefield Road <br /> Redwood City, California 94063 <br /> Attention: Director of Finance <br /> City of Redwood City Public Financing Authority <br /> 1017 Middlefield Road <br /> Redwood City, California 94063 <br /> Attention: Finance Director <br /> Re: $3,360,000 Lease Agreement, dated as of May 1, 2013, between the City of <br /> Redwood City Public Financing Authority and the City of Redwood City, <br /> assigned to Compass Bank, an Alabama banking corporation <br /> Ladies and Gentlemen: <br /> The undersigned, Compass Bank, an Alabama banking corporation (the "Purchaser"), <br /> offers, upon the following terms, to acquire (i) the rights, title and interest of the City of <br /> Redwood City Public Financing Authority (the "Authority") under the Lease Agreement <br /> (hereinafter defined), including its rights to recei�ve Lease Payments to be made by the City of <br /> Redwood City (the "City") under the Lease Agreement, dated as of May 1, 2013 (the "Lease <br /> Agreement"), between the City and the Authority; provided that the Authority's rights to <br /> indemnification and payment or reimbursement for any costs or expenses thereunder have been <br /> retained by the Authority to the extent such rights accrue to the Authority and shall have been . <br /> assigned to the Purchaser to the extent such rights accrue to the Purchaser, by entering into an <br /> Assignment Agreement, dated as of May 1, 2013 (the "Assignment Agreement"), with the <br /> Authority, and (ii) except for the Authority's obligation under Section 4 thereaf, the rights, title <br /> and interest of the Authority under the Site and Facility Lease, dated as of May 1, 2013 (the"Site <br /> and Facility Lease"), between the City and the Authority. Capitalized terms not otherwise <br /> defined herein shall have the meanings ascribed thereto in the Lease Agreement. <br /> 1. Purchase and Purchase Price; Terms of Authority's Obligations. The City and the <br /> Authority agree to execute and deliver the Site and Facility Lease and the Lease Agreement, and <br /> the Purchaser agrees to purchase the Authority's rights, title and interest under the Lease <br /> Agreement, as described more specifically above and in the Assignment Agreement, at a <br /> purchase price of$3,360,000. The Lease Payments under the Lease Agreement and the interest <br /> rate applicable thereto shall be as shown in Exhibit A hereto. <br /> 338801 2.DOC <br />