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HomeMy WebLinkAboutPurchase Agreement • PURCHASE AGREEMENT The undersigned purchaser, Western Alliance Business Trust, a Delaware statutory trust, and a wholly owned affiliate of Western Alliance Bank(the "Purchaser"), hereby agrees to purchase the City of Waterloo,by and through its Board of Trustees of the Municipal Communications Utility, State of Iowa, Communications Utility Revenue Capital Loan Notes, Series 2025, (the "Notes"), in the principal amount of$60,000,000,to be dated December 30, 2025 (the "Note Date"), and bearing interest from the date of each advance thereunder, until payment thereof,payable June 1, 2026, and semiannually thereafter on the first day of June and December in each year until maturity at the rates provided in the hereinafter defined Note Resolution. The Notes shall be issued as a single note payable to and registered in the name of the Purchaser. The terms and conditions of the Note are set forth in the Resolution approved by the Board of Trustees of the Municipal Communications Utility on December 22, 2025 (the "Note Resolution"), a copy of which has been delivered to the Purchaser. The Notes shall mature and bear interest as follows: Principal Interest Maturity Amount Rate December 1st $60,000,000 5.15% 2030 The interest rate on the Notes set forth above is subject to adjustment as set forth in the Resolution. On the final Maturity Date, all remaining outstanding principal of the Notes plus accrued interest thereon shall be immediately due and payable. The Purchaser hereby agrees to perform under the terms of this Agreement, and to purchase the Notes from the City of Waterloo, by and through its Board of Trustees of the Municipal Communications Utility (the"Issuer"), at a price of$60,000,000 on the Note Date, subject to the terms and conditions for purchase set forth in the Continuing Covenant Agreement. The undersigned, for and on behalf of the Purchaser hereby represents, certifies and agrees as follows: 1. The Purchaser is a sophisticated investor and has sufficient knowledge and experience in financial and business matters generally, including the purchase and ownership of municipal debt obligations,to be able to evaluate the risks and merits of the investment represented by its purchase of the Notes. 2. The Purchaser has been advised to rely on the Purchaser's own professional accounting, tax, legal and financial advisors with respect to its purchase of the Notes, and it has done so to the extent it has determined appropriate under the circumstances. 3. The Purchaser has sought such advice as the Purchaser has deemed necessary and the Purchaser has sufficient knowledge, and experience in financial and business matters, including purchase and ownership of municipal obligations,to be able to evaluate the risks and merits represented by the Notes. 4. The Purchaser understands that(i)the Notes are payable solely and only from the Net Revenues of the Municipal Communications Utility; and(ii)the Notes will not be a general obligation of the City or secured by a pledge of its full faith and credit or payable in any manner by taxation and the City shall be in no manner liable by reason of the failure of the Net Revenues to be sufficient for the payment of the Notes. 5. The Purchaser is aware that the operation of the Municipal Communications Utility involves certain economic variables and risks that could affect adversely the security of the Notes. The Purchaser understands that the Municipal Communications Utility's ability to timely pay the principal of and interest on the Notes will be affected by and be dependent upon a number of factors beyond the reasonable control of the Municipal Communications Utility. 6. The Purchaser is able to bear the economic risks of such Notes. 7. The Purchaser understands that no offering statement,prospectus, offering circular or other comprehensive offering statement containing material information with respect to the Issuer,the Municipal Communications Utility,the Notes and the security therefore,the Note Resolution, the Project or the City is being issued and that, in due diligence,the Purchaser has sought such advice as it has deemed necessary and has made its own inquiry and analysis with respect to the Issuer,the Municipal Communications Utility,the Notes and the security therefore,the Note Resolution,the Project,the City and other material factors affecting the security and payment of the Notes. 8. The Purchaser acknowledges that it has been supplied with financial information which is adequate for a reasonable investor in making investment decisions, and has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Issuer,the Municipal Communications Utility,the Project,the Notes and the security therefor,the Note Resolution, and including purchase and ownership of municipal and other obligations, so that as a reasonable investor, the Purchaser has been able to make its decision to purchase the Notes. 9. The Purchaser is acquiring the Notes for its own account and not with a view to resale or other distribution thereof;provided that the Purchaser reserves the right to sell,transfer or redistribute the Notes in accordance with the terms of the Note Resolution, Continuing Covenant Agreement, and all applicable federal and state securities laws. The Purchaser will provide an Investment Letter in the form attached hereto as Exhibit A prior to closing. The Purchaser further agrees that it will not sell or transfer the Notes until (1) an Investment Letter in the form attached hereto as Exhibit A has been executed by such(i) "qualified institutional buyer" as defined in Rule 144A promulgated under the 1933 Act, or(ii) commercial bank organized under the laws of the United States, or any state thereof, or any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of -2- ti any such country, and, in any such case, having a combined capital and surplus, determined as of the date of any transfer, of not less than$5,000,000,000, (2) such Investment Letter is furnished to the Registrar and the Transfer Agent for the Notes, and (3)all conditions of the Investment Letter and this Agreement are satisfied. 10. The Purchaser understands that the Notes (a) are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the laws of Iowa or the "Blue Sky" laws and regulations of any other state, (b)will not be listed on any stock or other securities exchange, (c)will carry no rating from any rating service, and (d)will not be readily marketable. The Lender agrees not to offer, sell or transfer the Notes or make any change in registration of the Notes without having first determined that the sale or transaction which necessitates or prompts the transfer or change of registration may be made without violating the Securities Act of 1933,the Iowa Uniform Securities Act and any other applic421e laws, rule or regulations. 11. The Purchaser understands that the Notes will not be designated as ' "Qualified Tax-Exempt Obligations" pursuant to Section 265(b)of the Internal Revenue Code of the United States, as amended, and that the Notes will not be Qualified Tax- Exempt Obligations. Dated this day of , 2025. WESTERN ALLIANCE BUSINESS TRUST By: -3- Accepted on behalf of the City of Waterloo, by and through its Board of Trustees of the Municipal Communications Utility, State of Iowa. Chairperson f t Fe Board of Trustees ATTEST: ecretary of t Boar of Trustees i-n • (SEAL)-- _ • -4- ti INVESTMENT LETTER , 20 WATERLOO FIBER 715 Mulberry Street Waterloo,Iowa 50703 Re: $60,000,000 CITY OF WATERLOO,IOWA COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2025 Ladies and Gentlemen: This letter is to provide you with certain representations and agreements with respect to our purchase of all of the above-referenced notes(the "Notes"), dated their date of issuance. The Notes were issued under and secured in the manner set forth in that certain Resolution adopted on December 22,2025, by the Board of Trustees of the Municipal Communications Utility of the City of Waterloo, Iowa (the "City"). Western Alliance Business Trust, (the "Bank," the "Purchaser," the "undersigned," "us" or "we," as applicable) is purchasing the Notes pursuant to a Loan Agreement and a Continuing Covenant Agreement each dated as of December 30,2025,between the City and the Bank. We hereby represent and warrant to you and agree with you as follows: 1. We understand that the Notes have not been registered pursuant to the Securities Act of 1933, as amended(the "1933 Act"),the securities laws of any state nor has the Resolution been qualified pursuant to the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions set forth therein. We acknowledge that the Notes(i)are not being registered or otherwise qualified for sale under the"blue sky" laws and regulations of any state,(ii)will not be listed on any securities exchange,and(iii)will not carry a rating from any rating service. 2. We have not offered, offered to sell, offered for sale or sold any of the Notes by means of any form of general solicitation or general advertising, and we are not an underwriter of the Notes within the meaning of Section 2(11)of the 1933 Act. 3. We have sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations,to be able to evaluate the risks and merits of the investment represented by the purchase of the Notes. 4. We have authority to purchase the Notes and to execute this letter and any other instruments and documents required to be executed by the purchaser in connection with the purchase of the Notes. -5- 5. The undersigned is a duly appointed, qualified and acting representative of the Bank and is authorized to cause the Bank to make the certifications,representations and warranties contained herein by execution of this letter on behalf of the Bank. 6. The Bank is a"qualified institutional buyer"as defined in Rule 144A promulgated under the 1933 Act,and is able to bear the economic risks of such investment. 7. The Bank understands that no official statement, prospectus, offering circular, or other comprehensive offering statement is being provided with respect to the Notes. The Bank has made its own inquiry and analysis with respect to the City,the Municipal Communications Utility,the System(as defined in the Resolution),the Notes and the security therefor, and other material factors affecting the security for and the likelihood of payment of the Notes. As a sophisticated investor the Bank has made our decision to purchase the Notes based solely upon our own inquiry and analysis. 8. The Purchaser acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, as well as such other information as the undersigned deems necessary or appropriate as a prudent and knowledgeable investor regarding the City,the Municipal Communications Utility,the System,the Notes and the security therefor to which a reasonable investor would attach significance in making investment decisions and evaluating the purchase of the Notes, and has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the City, the Municipal Communications Utility, the System the Notes and the security therefor, so that as a reasonable investor, it has been able to make its decision to purchase the Notes. 9. The undersigned further agrees that it will not sell or transfer the Notes until an Investment Letter in the form of this letter has been executed by such investor meeting the requirements of Section 10 below and such letter is furnished to the Registrar and the Transfer Agent for the Notes and all conditions of the Investment Letter are satisfied. 10. The Notes are being acquired by the Bank for investment for its own account and not with a present view toward resale or distribution;provided, however, that the Bank reserves the right to sell, transfer or redistribute the Notes in accordance with the terms of the Resolution,the Continuing Covenant Agreement,the Purchase Agreement,this Investment Letter, and all applicable federal and state securities laws,but agrees that any such sale,transfer or distribution by the Bank shall be to a Person: (a) that is an affiliate of the Bank; (b) that is a trust or other custodial arrangement established by the Bank or one of its affiliates,the owners of any beneficial interest in which are limited to qualified institutional buyers; or (c) that the Bank reasonably believes to be a qualified institutional buyer and a commercial bank organized under the laws of the United States, or any state thereof, or any other country which is a member of the Organization for Economic Cooperation and Development,or a political subdivision of any such country, and, in any case,having a combined capital and surplus -6- of not less than$5,000,000,000 as of the date of such sale,transfer or distribution who executes an investor letter substantially in the form of this letter. We hereby covenant and agree that we will not sell, offer for sale, pledge, transfer, convey, hypothecate, mortgage,or dispose of the Notes or any interest therein in violation of applicable federal or state law. 11. The undersigned agrees that it will not furnish to any third person information furnished to it by or on behalf of the Issuer and designated as confidential except as permitted and provided in the Continuing Covenant Agreement. (Signature page follows.) -7- Very truly yours, WESTERN ALLIANCE BUSINESS TRUST,PURCHASER By: Name: Title: 4935-8068-3139-2\24268-001 - 1 -