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First Union Ni- tional Bank of Florida P.O. Box 2080 JacksonvOle. Florida 32231.0010 904.361.2265 MEMORANDUM OF PURCHASE TALC EXEMPT BONDS $434,000 Outstanding Principal Amount Improvement Bonds, Series No.l Issued September 25, 1984 $2,797,675 Outstanding Principal Amount Improvement Bonds, Series No. 2 (Issued January 25, 1985) Indian River County, Florida June 23, 1988 Board of County Commissioners of Indian River County Florida c/o Mr. Joseph A. Baird Director of OMB Indian River County Vero Beach, Florida Dear Mr. Baird: First Union National Bank of Florida (the "Bank") is pleased to advise you that, subject to the terms and conditions, hereinafter set forth and acceptance and approval thereof, as evidenced by the execution of this agreement on behalf of Indian River County (the "Issuer") by the Chairman of the Board of County Commissioners. The Bank hereby agrees to accept for purchase the above-described Bonds of the Issuer (the "Bonds"), at the price, bearing interest at the rate and having such other terms and provisions as specified in the respective bond resolutions of the Issuer, except as otherwise specified in Exhibits A and B hereto, on behalf of one or more accredited institutional investors (the "Purchaser") represented by the Bank. The closing (the "Closing") shall be held on or about June 28, 1988, at the above offices of the Issuer, or at such other time and/or other place as shall be mutually agreeable to the Issuer and to the Bank. At the Closing, the Purchaser shall make payment with respect to principal for the Bonds in clearinghouse funds and shall execute and deliver such Closing Documents as reasonably required by Bond Counsel upon assignment and delivery of the Bonds to the Purchaser and the delivery to the Purchaser of all the Closing Documents. The Closing Documents shall include the following, each properly EXHIBIT I