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Board of County Commissioners of <br />Indian River County, Florida, et al. <br />1987 <br />Page 2 <br />forth, the Underwriter, hereby agrees to purchase all (but not <br />less than all) of the issue of bonds described on Exhibit A <br />hereto and made a part hereof (the "Bonds"), at a purchase <br />price of 100% of the principal amount thereof. The Bonds shall <br />be dated as of the first day of the month in which such Bonds <br />are initially delivered and will mature on such dates and in <br />such amounts as set forth on Exhibit A. The Bonds shall bear <br />interest from the•date of their initial delivery at the initial <br />rates and shall have such other terms and provisions as are <br />described in the official Statement hereinafter mentioned. As <br />compensation for the purchase of the Bonds, the Borrower, and <br />NHC shall pay to the Underwriters at the Closing (defined <br />herein) from sources•other than the proceeds of the Bonds an <br />underwriting fee in the amount of one and one-quarter percent <br />(1-1/4%) of the initial aggregate face amount of the Bonds. <br />The proceeds of the Bonds will be loaned by the Issuer to <br />the Borrower pursuant to a Loan Agreement dated as of , <br />198_ (the "Loan Agreement") in order to_refund currently the <br />(the "Prior Bonds") previously issued by the Issuer to finance <br />the construction and acquisition of a nursing home facility <br />(the "Project") located in the State of Florida. <br />The Bonds shall be issued under and pursuant to (i) the <br />enabling legislation described on Exhibit A (the "Act"), (ii) <br />the authorizing resolution adopted by the Issuer described on <br />Exhibit A (the "Authorizing Resolution") and (iii) an Indenture <br />of Trust dated as of , 198 (the "Indenture"), between <br />the Issuer and Third National Bank in Nashville (the "Trustee"). <br />The Bonds are limited obligations of the Issuer, the <br />principal of and premium, if any, and interest on which are <br />payable solely from the Revenues (defined in the Indenture). <br />The Underwriter agrees to make a bona fide public offering <br />of the Bonds at the initial offering price for the Bonds set <br />forth on the cover page of the Official Statement (as defined <br />in Section 2 hereof), but the Underwriter reserves the right to <br />change such price as the Underwriter may deem necessary or <br />desirable in connection with the marketing of the Bonds and to <br />sell the Bonds to dealers (including dealer banks and dealers <br />depositing Bonds into investment trusts) and others at prices <br />different from the public offering prices. The Underwriter <br />also reserves the right (i) to over -allot or effect <br />transactions that stabilize or maintain the market price of the <br />Bonds at a level above that which might otherwise prevail in <br />the open market and (ii) to discontinue such stabilizing, if <br />commenced, at any time. <br />4330x:10/23/87 <br />3002-353 <br />