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HomeMy WebLinkAboutBNY Western Trust Co. Stradling Yocca Carlson & Rauth Draft of 02/18/03 ASSIGNMENT AGREEMENT by and between TRUCKEE-DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION and BNY WESTERN TRUST COMPANY as Trustee Dated as of March 1, 2003 relating to TRUCKEE-DONNER PUBLIC UTILITY DISTRICT REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2003A AND TAXABLE SERIES 2003B DOCSSF\361 15v2\22925A006 ASSIGNMENT AGREEMENT This Assignment Agreement is made and entered into as of March 1, 2003 by and between the Truckee-Donner Public Utility District Financing Corporation, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the"Corporation") and BNY Western Trust Company, a national banking association duly organized and existing under the Taws of the United States of America as trustee (the"Trustee"); NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: Section 1. Assignment The Corporation, for good and valuable consideration in hand received, does hereby sell, assign and transfer to the Trustee without recourse, for the benefit of the owners of the Revenue Certificates of Participation, Series 2003A and Series 2003E (the"Certificates"), to be executed and delivered by the Trustee pursuant to the Trust Agreement,dated as of March 1,2003 (the "Trust Agreement"), by and among the Truckee-Donner Public Utility District(the"District"), the Corporation and the Trustee, all of its rights, title, and interest in the Installment Purchase Agreement, dated as of March 1, 2003 (the "Installment Purchase Agreement'), by and between the District and the Corporation including the right to receive all Installment Payments from the District under the Installment Purchase Agreement (but not including the right to be indemnified and the right to receive notices pursuant to the Installment Purchase Agreement), together with any and all of the other rights of the Corporation under the Installment Purchase Agreement as may be necessary to enforce payment of such Installment Payments when due or otherwise to protect the interests of the owners of the Certificates. The assignment herein is absolute and presently effective. Section 2. Acceptance. The Trustee hereby accepts the foregoing assignment for the purpose of securing the right assigned to it to receive all such installment payments from the District under the Installment Purchase Agreement and the other rights assigned to it, subject to the terns and provisions of the Trust Agreement, and all such installment payments shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Trust Agreement. Section 3. Conditions, This Assignment Agreement shall confer no rights or impose no obligations upon the Trustee beyond those expressly provided in the Trust Agreement. This Assignment Agreement shall constitute a complete assignment by the Corporation of all of its rights under and pursuant to the Installment Purchase Agreement, except as otherwise provided herein. DOCSSrA36115v2\22925.0006 IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above. TRUCKEE-DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION By: Its: President BNY WESTERN TRUST COMPANY, as Trustee By: Its: Authorized Officer -2- DOCSSR3611 5v2C2925.0006 SAB&W LLP Draft of 2/26/03 REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2003 Evidencing the Interests of the Owners Thereof in Installment Payments to be Made by the TRUCKEE-DONNER PUBLIC UTILITY DISTRICT Series 2003A Taxable Series 2603B PURCHASE CONTRACT 2003 Board of Directors Truckee-Donner Public Utility District Truckee, California Ladies and Gentlemen: The undersigned, Bear, Steams & Co. Inc. (the "Underwriter"), hereby offers to enter into this Purchase Contract (the "Purchase Contract") with you, the Truckee-Donner Public Utility District(the "District"), which upon the District's acceptance of this offer, will be binding upon the District and the Underwriter. This offer is made subject to acceptance by you prior to 11:59 P.M., California time, on the date hereof. If this offer is not so accepted, this offer will be subject to withdrawal by the Underwriter upon notice delivered to you at any time prior to acceptance. Upon acceptance, this Purchase Contract shall be in full force and effect in accordance with its terms and shall be binding upon the District and the Underwriter. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Official Statement(as hereinafter defined). 1. Purchase. Sale and Delivery of the 2003 Certificates. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase and the District agrees to cause the Trustee (as defined below) to execute and deliver to the Underwriter all (but not less than all) of$ aggregate principal amount of Truckee-Donner Public Utility District Revenue Certificates of Participation, Series 2003A (the "2003A Certificates") and $ aggregate principal LAI 480126v2 amount of Revenue Certificates of Participation, Taxable Series 2003B (the "200313 Certificates" and collectively with the 2003A Certificates, the "2003 Certificates"). The 2003 Certificates are being delivered to provide funds (i) to pay a termination payment to be made by the District in connection with the termination of a power purchase agreement (the "Settlement Obligation"), (ii) to fund a reserve fund for the 2003 Certificates, and (iii)to pay costs of delivery of the 2003 Certificates, as further described in the Official Statement. Pursuant to an Installment Purchase Agreement, dated as of 1, 2003 (the "Installment Purchase Agreement"), by and between the District and the Truckee-Donner Public Utility District Financing Corporation (the "Corporation"), in consideration for the Corporation's assistance in financing the Settlement Obligation, the District sells to the Corporation and the Corporation purchases from the District certain assets and facilities comprising a portion of the Electric System (the "Property") to be purchased back by the District from the Corporation pursuant to the Installment Purchase Agreement. The 2003 Certificates evidence the interests of the owners thereof in installment payments (the "Installment Payments") to be made by the District. The 2003 Certificates shall be delivered pursuant to a Trust Agreement, dated as of , 2003 (the "Trust Agreement"), by and among the District, the Corporation and BNY Western Trust Company, as trustee (the "Trustee"). The Corporation will assign certain of its interests in the Installment Purchase Agreement to the Trustee pursuant to the [Trust Agreement.] The 2003 Certificates shall be dated the date of delivery thereof. The 2003 Certificates shall mature in the amounts and on the dates and will accrue interest at the rates set forth in Exhibit A hereto. The 2003 Certificates shall be substantially in the form described in, and shall be issued and secured under, the provisions of the Trust Agreement. Payment of principal and interest with respect to the 2003 Certificates when due (not including acceleration or prepayment) will be insured under separate municipal bond insurance policies (collectively, the "Policy") to be issued simultaneously with the delivery of the 2003 Certificates by (the "Insurer"). (b) The purchase price for the 2003A Certificates shall be $ (representing the $ aggregate principal amount of the 2003A Certificates less $ of Underwriter's discount and [plus $ original issue premium]) and the purchase price for the 2003B Certificates shall be $ (representing the $ aggregate principal amount of the 2003B Certificates less $ of underwriter's discount and [plus $ original issue premium]). (c) At 8:00 o'clock A.M., California time, on , 2003, or at such other time or on such other date as the District and the Underwriter mutually agree upon (the "Closing Date"), the Trustee will, subject to the terms and conditions hereof, deliver or cause to be delivered to the Underwriter, at a location or locations to be designated by the Underwriter in New York, New York, the 2003 Certificates (delivered through the book-entry system of The Depository Trust Company), duly executed, and the parties will deliver or cause to be delivered, at the offices of Stradling Yocca Carlson & Rauth, 2 LAl 480126v2 A Professional Corporation, 44 Montgomery Street, Suite 4200, San Francisco, California 94104, or at such other place as shall have been mutually agreed upon by the District and the Underwriter, the other documents mentioned herein. The Underwriter will accept such delivery and pay the purchase price of the 2003 Certificates as set forth in subparagraph (b) above in immediately available funds (such delivery and payment being herein referred to as the "Closing") to the order of the Trustee in an amount equal to the purchase price. (d) The Underwriter agrees to make a bona fide public offering of the 2003 Certificates at the initial offering prices set forth in the Official Statement, which prices may be changed from time to time by the Underwriter after such offering. (e) The District will undertake pursuant to a Continuing Disclosure Agreement, to provide certain annual financial information and operating data and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in Preliminary Official Statement (as hereinafter defined) and will also be set forth in the final Official Statement(as hereinafter defined). 2. Use and Preparation of Preliminaa Official Statement. The District hereby ratifies, confirms and approves of the use and distribution by the Underwriter prior to the date hereof of the Preliminary Official Statement dated , 2003 relating to the 2003 Certificates (which, including the cover page and all appendices thereto, is referred to herein as the "Preliminary Official Statement'). The District has deemed final the Preliminary Official Statement as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12"), except for information permitted to be omitted therefrom by Rule 15c2-12. The District hereby acknowledges that the Preliminary Official Statement has been made available to investors on the internet at the [Thomson Prospectus] website. The District hereby agrees to cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, copies of the final Official Statement, dated the date hereof(including any amendments or supplements to such Official Statement as have been approved by the District and the Underwriter) (the "Official Statement'). The District hereby agrees to deliver or cause to be delivered to the Underwriter copies of the Official Statement in sufficient quantity to enable the Underwriter to comply with applicable rules of the Municipal Securities Rulemaking Board ("MSRB"). The Underwriter hereby agrees to deliver a copy of the Official Statement to a national repository as soon as practicable after the date hereof and to each investor that purchases any of the 2003 Certificates. The Underwriter shall advise the District of the date and repository of such filing. 3. Representations. Warranties and Agreements of the District. The District hereby represents and agrees with the Underwriter as follows: (a) The District is, and will be on the Closing Date, a public utility district of the State of California organized and operating pursuant to the laws of the State of California with the full power and authority to execute and deliver the Official Statement and to enter into the Trust Agreement, the Installment Purchase Agreement, the 3 LAI 480I26v2 Continuing Disclosure Agreement and this Purchase Contract (collectively, the "Legal Documents"); (b) By all necessary official action of the District prior to or concurrently with the acceptance hereof, the District has duly approved, ratified and confirmed the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the District of the obligations on its part contained in, the Legal Documents; (c) The District is not in any material respect in breach of or default under any applicable constitutional provision,law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a parry or to which the District or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument; and the execution and delivery of the Legal Documents, and compliance with the provisions on the District's part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any material nature whatsoever upon any of the properties or assets of the District under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Trust Agreement or the Installment Purchase Agreement; (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, to the best knowledge of the District, after reasonable investigation, pending or threatened against the District in any material respect affecting the existence of the District or the titles of its officers to their respective offices or contesting or affecting, as to the District, the validity or enforceability of the Legal Documents or contesting the powers of the District or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Legal Documents; (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would-materially adversely affect the due performance by, the District of its obligations in connection with the execution and delivery of the 2003 Certificates 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 2003 Certificates, and, except 4 LA 1480126Q as described in or contemplated by the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the District of its obligations under the Legal Documents have been duly obtained; (f) The District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order(i) to qualify the 2003 Certificates 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 the Underwriter may designate and (ii) to determine the eligibility of the 2003 Certificates for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the 2003 Certificates;provided, however, that in no event shall the District be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject; (g) As of the date thereof, the Preliminary Official Statement dial not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the 2003 Certificates, the Official Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) If between the date thereof and the date which is 25 days following the End of the Underwriting Period for the 2003 Certificates, an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the District will notify the Underwriter, and, if in the opinion of the District, the Underwriter or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District will forthwith prepare and furnish to the Underwriter (at the expense of the District) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance reasonably satisfactory to the Underwriter). For the purposes of this subsection, between the date of the Official Statement and the date which is 25 days following the End of the Underwriting Period, the District will furnish such information with respect to itself as the Underwriter may from time to time reasonably request; 5 LA 1460126v2 (j) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (i) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days following the End of the Underwriting Period, the portions of the Official Statement so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading; (k) After the Closing, the District will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing or which should be disapproved by counsel for the Underwriter; (1) Between the date of this Purchase Contract and the Closing Date, except as disclosed in the Official Statement, the District will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities direct or contingent, payable from Revenues of its Electric System, other than in the ordinary course of its business; (m) As used herein and for the purposes of the foregoing, the term "End of the _ Underwriting Period" for the 2003 Certificates shall mean the earlier of (i)the Closing Date unless the District shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the 2003 Certificates has occurred under Rule 15c2-12; provided, however, that the District may treat as the End of the Underwriting Period for the 2003 Certificates the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period; (n) The audited financial statements of the District contained in Appendix A to the Official Statement and the unaudited financial statements of the District contained in Appendix B to the Official Statement do and will fairly present the financial position and results of operations of the District as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles applied consistently; (o) Any certificate signed by any authorized official of the District and delivered to the Underwriter in connection with the execution and delivery of the 2003 Certificates, shall be deemed a representation and warranty by the District to the Underwriter as to the statements made therein. 4. Conditions to the Obligations of the Underwriter. The Underwriter hereby enters into this Purchase Contract in reliance upon the representations and warranties of the District contained herein and the representations to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the District of its obligations both on and as of the date hereof and as of the 6 LAI 480126v2 Closing Date. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the 2003 Certificates shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations of the District contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the District made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) The Underwriter shall receive, within seven (7) business days of the date hereof, copies of the Official Statement and any amendments or supplements as have been approved by the Underwriter, in such reasonable quantity as the Underwriter shall have requested; (b) The representations and warranties of the District contained herein shall be true and correct in all material respects on the date hereof and on the Closing Date, as if made on and at the Closing Date; (c) At the Closing Date, the Legal Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the District, as applicable, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and shall be in full force and effect; and there shall be in full force and effect such resolution or resolutions of the board of directors of the District as, in the opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation, San Francisco, California ("Special Counsel"), shall be necessary or appropriate in connection with the transactions contemplated hereby; (d) Between the date hereof and the Closing Date, the market price or market- ability of the 2003 Certificates shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the District terminating the obligation of the Underwriter to accept delivery of and make any payment for the 2003 Certificates),by reason of any of the following: (1) an amendment to the Constitution of the United States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of the State of California or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for 7 LAI 4$0126J2 consideration by either such Committee by the staff of such Committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, with respect to federal or State of California taxation upon Revenues of the District's Electric System or other income of the general character to be derived by the District or upon interest received with respect to obligations of the general character of the 2003A Certificates which, in the reasonable judgment of the Underwriter, may have the purpose or effect, directly or indirectly, of affecting the tax status of the District, its property or income, its securities (including the 2003 Certificates) or the interest thereon, or any tax exemption granted or authorized by State of California legislation or, in the reasonable judgment of the Underwriter, materially and adversely affecting the market for the 2003 Certificates or the market price generally of obligations of the general character of the 2003 Certificates; (2) legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter shall have been made or issued to the effect that obligations of the general character of the 2003 Certificates, or the 2003 Certificates are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended; (3) the declaration of war or engagement in major military hostilities by the United States or the occurrence of any other national emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States; (4) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange; (5) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the 2003 Certificates or obligations of the general character of the 2003 Certificates or securities generally, or the material increase 8 LAI 480126v2 of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (6) an order, decree or injunction of any court of competent jurisdic- tion, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the 2003 Certificates, or the issuance, offering or sale of the 2003 Certificates, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (7) the withdrawal or downgrading of any rating of the 2003 Certificates by any rating agency then rating the 2003 Certificates; or (8) any event occurring, or information becoming known which in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact 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 under which they were made, not misleading; (e) Prior to or simultaneous with the execution of this Purchase Contract, the Underwriter shall have received from the District a letter, dated the date of the Preliminary Official Statement, addressed to the Underwriter, consenting to the posting of the Preliminary Official Statement on the [Thomson Prospectus] website, substantially in the form attached hereto as Exhibit D; (f) At or prior to the Closing Date, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter: (1) The Official Statement and each supplement or amendment, if any thereto, executed on behalf of the District; (2) Copies of the Legal Documents, duly executed and delivered by the respective parties thereto; (3) The approving opinion of Special Counsel, dated the Closing Date and addressed to the District, in substantially the form attached to the Official Statement as Appendix G thereto; (4) The supplemental opinion of Special Counsel, dated the Closing Date and addressed to the Underwriter in substantially the form attached hereto as Exhibit B; 9 LAI 480126v2 (5) The opinion of General Counsel of the District, dated the Closing Date and addressed to the Underwriter, in substantially the form attached hereto as Exhibit C; (6) The opinion of counsel to the Corporation, dated the Closing Date and addressed to the District and the Underwriter, to the effect that (i) the Corporation is a California corporation duly organized and validly existing pursuant to the laws of the State of California; (ii) the Trust Agreement and the Installment Purchase Agreement have been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the Corporation enforceable in accordance with their respective terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought; and (iii) assuming due execution and delivery thereof by the Trustee and the District, the execution and delivery of the Trust Agreement by the Corporation is effective and sufficient to transfer all right, title and interest of the Corporation in the Installment Purchase Agreement as are purported to be transferred thereby (including the Installment Payments) to the Trustee; (7) The opinion of counsel to the Trustee, dated the Closing Date and addressed to the District and the Underwriter, to the effect that(i) the Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the State of California and has full power and authority to execute and deliver the Trust Agreement and the Continuing Disclosure Agreement and to perform its obligations thereunder; (ii) the Trust Agreement and the Continuing Disclosure Agreement have been duly authorized, executed and delivered by the Trustee and constitute the valid and binding obligations of the Trustee enforceable against the Trustee in accordance with their terms, except insofar as the validity, binding nature and enforceability of the Trustee's obligations thereunder may be limited by the effect of(a) insolvency, reorganization, arrangement, moratorium, fraudulent transfer and other similar laws, (b) the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, specific performance or injunctive relief and (c) the effect of general principles of equity; (8) The opinion of Sidley Austin Brown & Wood LLP, Los Angeles, California, Underwriter's Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that (i) the 2003 Certificates are exempt from registration under the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (ii)based upon their participation in the preparation of the Official Statement as Underwriter's Counsel and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to their attention which would cause them to believe that the Official Statement (excluding therefrom the information 10 LAI 490126v2 relating to the Insurer and its Policy, DTC and the book-entry system and the financial statements and the statistical data included in the Official Statement and the appendices thereto, as to which no opinion need be expressed), as of the date thereof and the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (9) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the District satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that (i) the representations of the District contained in this Purchase Contract are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii)there is no action, suit, proceeding, inquiry or investigation, to the best knowledge of such official, pending or threatened (a) to restrain or enjoin the execution or delivery of the 2003 Certificates, (b) in any way contesting or affecting the validity of the 2003 Certificates or the Legal Documents or (c)in any way contesting the existence or powers of the District, nor to the best knowledge of such official after reasonable investigation, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would make invalid or materially adversely affect the authorization, execution, delivery or performance by the District of the foregoing; and (iii) no event affecting the District has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement relating to the District or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein relating to the District not misleading in any material respect; and (iv) since December 31, 2001, except as referred to in or as contemplated by the Official Statement, with respect to its Electric System, the District has not incurred any financial liabilities, direct or contingent, or entered into any transactions and there has not been any adverse change in the condition, financial or physical, of the Electric System, in any case that would materially and adversely affect the ability of the District to meet its obligations under the Installment Purchase Agreement; (10) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Corporation satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that (i) the Corporation is, and was at all relevant times, a California corporation duly organized and validly existing under the laws of the State of California; (ii) the Installment Purchase Agreement and the Trust Agreement were duly executed and delivered in the name and on behalf of the Corporation by officers of the Corporation duly authorized to execute, attest and deliver such agreements on behalf of the Corporation, and constitute the legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, except as limited by applicable reorganization, insolvency, liquidity,readjustment 11 LAI 480126Q of debt or other laws affecting the enforcement of the rights of creditors of the Corporation and by general principles of equity; (iii) the Corporation has complied with all the terms of the Trust Agreement and the Installment Purchase Agreement to be complied with by the Corporation prior to or concurrently with the Closing and such documents are in full force and effect as to the Corporation; and (iv)the information in the Official Statement under the caption "THE CORPORATION" is true and correct; (11) A certificate, dated the Closing Date, signed by a duly authorized officer of the Trustee, satisfactory in form and substance to the Underwriter, to the effect that (i) the Trustee is a banking corporation duly organized and existing under and by virtue of the laws of the State of California, having the full power and being qualified to enter into and perform its duties under the Trust Agreement and the Continuing Disclosure Agreement; (ii) to the best of such officer's knowledge, the execution and delivery of the Trust Agreement and the Continuing Disclosure Agreement and compliance with the provisions on the Trustee's part contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject; (iii)to the best of such officer's knowledge, the Trustee has not been served with any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, nor is any such action threatened against the Trustee, as such but not in its individual capacity, affecting the existence of the Trustee, or the titles of its officers to their respective offices, or contesting or affecting the validity or enforceability of the Trust Agreement and the Continuing Disclosure Agreement against the Trustee, or contesting the powers of the Trustee or its authority to enter into, adopt or perform its obligations under the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Trust Agreement and the Continuing Disclosure Agreement against the Trustee; (12) A specimen of the Policy issued by the Insurer; (13) The opinion of counsel to the Insurer, dated the Closing Date, addressed to the Corporation and the Underwriter, in the form previously submitted to the Underwriter; (14) Certified copies of the resolutions of the District authorizing the execution and delivery of the Legal Documents and the Official Statement; (15) Certified copies of the resolutions of the Corporation authorizing the execution and delivery of the Trust Agreement and the Installment Purchase Agreement; (16) Evidence that any ratings on the 2003 Certificates described in the Official Statement are in full force and effect as of the Closing Date; 12 LAI 480I26v2 (17) A copy of any Preliminary Blue Sky Survey and Legal Investment Survey with respect to the 2003 Certificates,prepared by Underwriter's Counsel; (18) A copy of the audited financial statements of the District included as Appendix A to the Official Statement; (19) Arbitrage certifications by the District with respect to the 2003 Certificates in form satisfactory to Special Counsel; and (20) Such additional legal opinions, certificates, proceedings, instru- ments, insurance policies or evidences thereof and other documents as the Underwriter, Underwriter's Counsel or Special Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the representations of the District herein and of the statements and information contained in the Official Statement, and the due performance or satisfaction by the District at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the District in connection with the transactions contemplated hereby and by the Legal Documents and the Official Statement. If the District shall be unable to satisfy the conditions to the Underwriter's obligations contained in this Purchase Contract or if the Underwriter's obligations shall be terminated for any reason permitted herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the District and neither the Underwriter nor the District shall have any further obligations hereunder. In the event that the Underwriter fails (other than for a reason permitted by this Purchase Contract) to accept and pay for the 2003 Certificates at the Closing, the amount of one percent (1%) of the principal amount of the 2003 Certificates will be accepted as liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter and the acceptance of such amount shall constitute a full release and discharge of all claims and rights of the District against the Underwriter. 5. Exnenses. All expenses and costs incident to the authorization, execution, delivery and sale of the 2003 Certificates to the Underwriter, including the costs of preparing and printing of the 2003 Certificates, the Preliminary Official Statement and the Official Statement (in reasonable quantities), any bond insurance premiums, the fees of accountants, financial advisors and consultants, the initial fees of the Trustee and its counsel, the initial fees and expenses of the Corporation and its counsel in connection with the execution and delivery of the 2003 Certificates and the fees and expenses of Special Counsel shall be paid from the proceeds of the 2003 Certificates. In the event that the 2003 Certificates for any reason are not executed and delivered, or to the extent proceeds of the 2003 Certificates are insufficient or unavailable therefor, any such fees, costs and expenses owed by the District, which otherwise would have been paid from the proceeds of the 2003 Certificates, shall be paid by the District. All out-of-pocket expenses of the Underwriter, including traveling and other expenses, the California 13 LAI 480126v2 Debt and Investment Advisory Commission fee and the fees and expenses of Underwriter's Counsel, shall be paid by the Underwriter. 6. Notices. Any notice or other communication to be given under this Purchase Contract may be given by delivering the same in writing to the respective parties at the following address: Underwriter: Bear, Stearns & Co. Inc. 1999 Avenue of the Stars, 32nd Floor Los Angeles, California 90067-6100 Attention: Public Finance, Senior Managing Director District: Truckee-Donner Public Utility District 11570 Donner Pass Road Truckee, California 96160 Attention: General Manager 7. Survival of Representations and Warranties. The representations and warranties of the District set forth in or made pursuant to this Purchase Contract shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Contract regardless of any investigations or statements as to the results thereof made by or on behalf of the Underwriter and regardless of delivery of and payment for the 2003 Certificates. & Effectiveness and Counterpart Si matures. This Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution hereof by a duly authorized officer of the District and shall be valid and enforceable as of the time of such execution. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 9. Parties in Interest. This Purchase Contract is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. No assignment of this Purchase Contract shall be made by the Underwriter without the consent of the District. 10. Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof. 14 LAI 480126Q 11. Governing Law. This Purchase Contract shall be construed in accordance with the laws of the State of California. Very truly yours, BEAR, STEARNS &CO. INC., as Underwriter By: Title: Senior Managing Director ACCEPTED: TRUCKEE-DONNER PUBLIC UTILITY DISTRICT By: Title: General Manager 15 LAI 480126Q EXHIBIT A 2003 Certificates Payment Schedules $ 2003A Certificates Payment Date Principal Interest Price or (July 1) Amount Rate Yield $ 2003B Certificates Payment Date Principal Interest Price or (July 1) Amount Rate Yield A-I LA 480126v2 EXHIBIT B FORM OF OPINION OF STRADLING YOCCA CARLSON & RAUTH Bear, Stearns & Co. Inc. 1999 Avenue of the Stars, 32nd Floor Los Angeles, California 90067-6100 Re: REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2003 Evidencing the Interests of the Owners Thereof in Installment Payments to be Made by the TRUCKEE-DONNER PUBLIC UTILITY DISTRICT Ladies and Gentlemen: This letter is addressed to you as the Underwriter (the "Underwriter") pursuant to Section 4(f)(4) of the Purchase Contract dated , 2003 (the "Purchase Contract'), between you and the Truckee-Donner Public Utility District (the "District') providing for the purchase of$ principal amount of Revenue Certificates of Participation, Series 2003A (the "2003A Certificates") and $ principal amount of Revenue Certificates of Participation, Taxable Series 2003 B (the "2003 B Certificates" and together with the 2003A Certificates, the 2003 Certificates") evidencing interests of the Owners thereof in Installment Payments to be made by the District). The 2003 Certificates are being executed and delivered pursuant to a Trust Agreement (the "Trust Agreement') dated as of , 2003, by and among the District, the Truckee-Donner Public Utility District Financing Corporation (the "Corporation") and BNY Western Trust Company, as trustee. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement or, if not defined in the Trust Agreement,in the Purchase Contract. In addition to the opinions set forth in our final legal opinion concerning the validity of the 2003 Certificates and certain other matters, dated the date hereof and addressed to the Corporation (but which may be relied upon by yourselves to the same extent as if such opinion were addressed to you), as of the date hereof, we are of the following opinions or conclusions: 1. The 2003 Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. 2. The Official Statement dated , 2003, with respect to the 2003 Certificates (the "Official Statement') and the execution and delivery thereof have been duly approved by the District. B-1 LAI 480126v2 3. The Purchase Contract and the Continuing Disclosure Agreement have been duly authorized, executed and delivered by the District and (assuming due authorization, execution and delivery by and validity against the other parties thereto) are valid and binding agreements of the District. We call attention to the fact that the rights and obligations under the Purchase Contract and the Continuing Disclosure Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, assignment, 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 or legal remedies against public entities in the State of California. We express no opinion with respect to any indemnification, contribution, choice of law, choice of forum or waiver provisions contained in the Purchase Contract or the Continuing Disclosure Agreement. 4. The statements contained in the Official Statement under the captions "THE 2003 CERTIFICATES", "SECURITY AND SOURCES OF PAYMENT FOR THE 2003 CERTIFICATES", "TAX MATTERS", "APPENDIX E - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS", and "APPENDIX F — PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT" and "APPENDIX G — PROPOSED FORM OF OPINION OF SPECIAL COUNSEL," insofar as such statements expressly summarize certain provisions of the Trust Agreement, the Installment Purchase Agreement and the Continuing Disclosure Agreement, and our opinion concerning certain federal tax matters relating to the Certificates, are accurate in all material respects. This letter is furnished by us as Special Counsel. No attorney-client relationship has existed or exists between our firm and you in connection with the 2003 Certificates or by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as Underwriter of the 2003 Certificates, is solely for your benefit as such Underwriter 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 the 2003 Certificates or by any other party to whom it is not specifically addressed. Very truly yours, B-2 LAI 480126v2 EXHIBIT C FORM OF OPINION OF DISTRICT COUNSEL Bear, Stearns & Co. Inc. 1999 Avenue of the Stars, 32nd Floor Los Angeles, California 90067-6100 Re: REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2003 Evidencing the Interests of the Owners Thereof in Installment Payments to be Made by the TRUCKEE-DONNER PUBLIC UTILITY DISTRICT Ladies and Gentlemen: I am General Counsel to the Truckee-Donner Public Utility District (the "District'), a public utility district organized and existing pursuant to Division 7 of the Public Utilities Code of the State of California, as amended. This opinion is rendered in connection with the execution, sale and delivery of$ principal amount of Revenue Certificates of Participation, Series 2003A (the"2003A Certificates") and $ principal amount of Revenue Certificates of Participation, Taxable Series 2003B (the ° 2003B Certificates" and together with the 2003A Certificates, the "2003 Certificates") evidencing interests of the Owners thereof in Installment Payments to be made by the District. Capitalized terms used herein not otherwise defined shall have the meanings ascribed thereto in the hereinafter referenced Trust Agreement. In rendering this opinion, I have examined the following documents: (i)the Trust Agreement dated as of 2003 (the "Trust Agreement'),by and among the District, the Truckee-Donner Public Utility District Financing Corporation (the "Corporation") and BNY Western Trust Company, as trustee (the "Trustee"); (ii) the Installment Purchase Agreement dated as of , 2003 (the "Installment Purchase Agreement'), by and between the District and the Corporation; (iii) the Purchase Contract dated , 2003 (the "Purchase Contract"), by and between the District and you, the Underwriter; (iv) the Continuing Disclosure Agreement dated as of 2003 (the "Continuing Disclosure Agreement'), by and between the District and the Trustee; and (v) the Official Statement dated , 2003 (the "Official Statement'), relating to the 2003 Certificates. In addition, I have examined such other documents and instruments, including certificates of public officials, and have made such investigations of law and of fact as I have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein. Based on the foregoing, I am of the opinion that: 1. The District is, and was at all relevant times, a public utility district duly organized and validly existing under the laws of the State of California. 2. The resolution or resolutions of the District approving and authorizing the execution and delivery of the Trust Agreement, the Installment Purchase Agreement, the C-1 LAI 480126v2 Purchase Contract and the Continuing Disclosure Agreement by the District (the "District Resolutions") were duly adopted at meetings of the Board of Directors of the District, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. 3. There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending (with service of process having been accomplished) or, to my current actual knowledge after reasonable investigation, threatened against or affecting the District to restrain or enjoin the Installment Payments under the Installment Purchase Agreement, in any way contesting or affecting the validity of the 2003 Certificates, the Trust Agreement, the Installment Purchase Agreement, the Continuing Disclosure Agreement or the Purchase Contract. 4. The adoption of the District Resolutions and the execution and delivery by the District of the Trust Agreement, the Installment Purchase Agreement, the Continuing Disclosure Agreement, the Purchase Contract and the Official Statement, and compliance by the District with the provisions of the foregoing, as appropriate, under the circumstances contemplated thereby, does not and will not in any material respect conflict with or constitute on the part of the District a breach or default under any agreement or other instrument to which the District is a party (and of which I have current actual knowledge after reasonable investigation) or by which it is bound (and of which I have current actual knowledge after reasonable investigation) or any existing law, regulation, court order or consent decree to which the District is subject. 5. The Official Statement, the Trust Agreement, the Installment Purchase Agreement, the Continuing Disclosure Agreement and the Purchase Contract have been duly authorized, executed and delivered by the District and, assuming due authorization, execution and delivery by other parties thereto, the Trust Agreement, the Installment Purchase Agreement, the Continuing Disclosure Agreement and the Purchase Contract constitute legal, valid and binding agreements of the District, enforceable in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought. The enforceability of the foregoing agreements may be subject or limited by the unenforceability under certain circumstances of provisions imposing penalties, forfeitures or late payment charges upon delinquency in payment or occurrence of a default, and no opinion is expressed as to any indemnification provisions contained therein. 6. Except as described in the Official Statement, no authorization, approval, consent, or other order of the State of California or any other governmental authority or agency within the State of California having jurisdiction over the District is required for the adoption of the District Resolutions and for the valid authorization, execution, delivery and performance by the District of the Official Statement, the Trust Agreement, the Installment Purchase Agreement, the Continuing Disclosure Agreement or the Purchase Contract which has not been obtained, provided that no opinion is expressed with respect to qualification under Blue Sky or other state securities laws. 7. Without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement and based upon C-2 LAI 480126,2 the information made available to me in the course of my participation in the preparation of the Official Statement as General Counsel for the District, nothing has come to my attention which would cause me to believe that the Official Statement (excluding therefrom the information concerning the Insurer and its Policy, DTC and the book-entry system and the financial statements and the statistical data included in the Official Statement, as to which no opinion is expressed), as of the date thereof and the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 8. Under the laws of the State of California, the District has the authority to fix and collect rates and charges for electric service and is not presently subject to the regulatory jurisdiction of any state, regional or local governmental regulatory authority in connection with fixing and collecting such charges, and, to my current actual knowledge after reasonable investigation, no legislation is proposed or pending to restrict or limit such rates and charges except as set forth in the Official Statement. 9. The Net Revenues of the Electric System (as defined in the Official Statement) are free and clear of and from any and all liens and encumbrances other than as set forth in the Official Statement. This letter is furnished by me as General Counsel to the District. No attorney-client relationship has existed or exists between me and yourselves in connection with the delivery of the 2003 Certificates or by virtue of this letter. This letter is delivered to you as Underwriter of the 2003 Certificates and is solely for your benefit as such Underwriter and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. Respectfully submitted, C-3 LAI 480126Q EXHIBIT D FORM OF LETTER TO UNDERWRITER 2003 Bear Stearns & Co. Inc. Los Angeles, California Ladies and Gentlemen: With respect to the proposed sale to you of its Revenue Certificates of Participation, Series 2003A and Taxable Series 2003B (collectively, the `°2003 Certificates") evidencing interests of the Owners thereof in Installment Payments to be made by the Truckee-Donner Public Utility District (the "District')), the District has delivered to you a Preliminary Official Statement, dated 2003, relating to the 2003 Certificates (the "Preliminary Official Statement'). The District, for purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, deems the Preliminary Official Statement to be final as of its date, except for the omission of no more than the following information: the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, dates of mandatory sinking fund payments, delivery date, ratings, and any other terms of the 2003 Certificates relating to such matters. The District hereby approves the use and the distribution by the Underwriter of the Preliminary Official Statement and the posting and distribution of the Preliminary Official Statement through the [Thomson Prospectus] website. Sincerely, TRUCKEE-DONNER PUBLIC UTILITY DISTRICT By: Name: Title: D-I LA 1460126@