3-Exhibit 1 - Form of Bond Purchase Agreement.pdf

4923-6053-9345.1

FORM OF BOND PURCHASE AGREEMENT

DEPARTMENT OF AIRPORTS

OF THE CITY OF LOS ANGELES, CALIFORNIA

LOS ANGELES INTERNATIONAL AIRPORT

$[A Par Amount] Senior Revenue and Refunding

Revenue Bonds, 20[__] Series A

(Private Activity/AMT)

$[B Par Amount] Senior Revenue and Refunding

Revenue Bonds, 20[__] Series B

(Governmental Purpose/Non-AMT)

BOND PURCHASE AGREEMENT

[PRICING DATE]

Department of Airports of the City of Los Angeles 6053 W. Century Blvd.

Los Angeles, California 90045

Ladies and Gentlemen:

The undersigned, [BOOKRUNNER] (the “Representative”), on its own behalf and on behalf of [CO-MANAGERS] (each an “Underwriter” and collectively with the Representative, the “Underwriters”), hereby offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the Department of Airports of the City of Los Angeles (the “Department”), for the purchase by the Underwriters of the Department’s (i) Senior Revenue and Refunding Revenue Bonds, 20[__] Series A (Private Activity/AMT) in the aggregate principal amount of $[A Par Amount] (the “Series 20[__]A Senior Bonds”), and (ii) Senior Revenue and Refunding Revenue Bonds, 20[__] Series B (Governmental Purpose/Non-AMT) in the aggregate principal amount of $[b Par Amount] (the “Series 20[__]B Senior Bonds” and, together with the Series 20[__]A Senior Bonds, the “Series 20[__]AB Senior Bonds”).

This offer is made subject to receipt by the Representative, on behalf of the Underwriters, of the verbal confirmation and consent described in Paragraph 5(b) of this Purchase Agreement and is also subject to receipt by the Representative at or before 11:59 p.m., Los Angeles time, on the date set forth above of the written acceptance of this Purchase Agreement by the Department.

If such confirmation and consent are not received or if this Purchase Agreement is not so accepted, this offer will be subject to withdrawal by the Underwriters upon written notice delivered to the Department by the Representative at any time prior to such receipt and acceptance. Upon such receipt and acceptance, this Purchase Agreement shall be in full force and effect and shall be binding upon the Department and the Underwriters.

The Series 20[__]AB Senior Bonds are being issued pursuant to the Master Trust Indenture, dated as of April 1, 1995, as amended (the “Master Senior Indenture”), by and between the Department and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor in interest to BNY Western Trust Company, as successor in interest to U.S. Trust Company of California, N.A., as trustee (the “Senior Trustee”), and the [______] Third Supplemental Trust Indenture, to be dated as of [_______] 1, 20[__] (the “[________] Supplemental Senior Indenture,” and together with the Master Senior Indenture and all supplements thereto, the “Senior Indenture”), by and between the Department and the Senior Trustee.

The Underwriters have designated the Representative to act as their representative, and the Representative hereby represents that it is duly authorized to execute this Purchase Agreement for and on behalf of the Underwriters and to act hereunder by and on behalf of the Underwriters.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Senior Indenture and, if not defined therein, in the Official Statement defined below.

1. Purchase and Sale of the Series 20[__]AB Senior Bonds.

Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters, jointly and severally, hereby agree to purchase from the Department, and the Department hereby agrees to sell, issue and deliver to the Underwriters, all (but not less than all) of (a) the Series 20[__]A Senior Bonds in the aggregate principal amount of $[A Par Amount], and (b) the Series 20[__]B Senior Bonds in the aggregate principal amount of $[B Par Amount].

The aggregate purchase price for the Series 20[__]AB Senior Bonds (the “Purchase Price”) shall be as set forth on Schedule II attached hereto, with the payment for and delivery of the Series 20[__]AB Senior Bonds to be made pursuant to Paragraph 7 of this Purchase Agreement.

2. The Series 20[__]AB Senior Bonds.

(a) The Series 20[__]AB Senior Bonds shall be issued in accordance with the Charter of the City of Los Angeles, effective on July 1, 2000, as the same may be amended or supplemented from time to time (the “Charter”) and that certain Charter implementation ordinance related to the procedures for issuance and sale of revenue bonds and other obligations by the Department, and amending Sections 11.28.1 through 11.28.9 of Division 11, Chapter 1, Article 6.5 of the Los Angeles Administrative Code to conform the procedures to Charter Sections 609(a) and 610 (the “Procedural Ordinance” and, together with the Charter as each has been amended and supplemented, the “Act”); Resolution No. 27913, as amended (the “Authorizing Resolution”) adopted by the Board on March 7, 2024, and approved by the City Council on June 28, 2024, and the Mayor on July 8, 2024; and Resolution No. [_____] adopted by the Board on [_____], 20[__] (the “Document Resolution,” and together with the Authorizing Resolution, the “Resolutions”);

and the Senior Indenture.

(b) The Series 20[__]AB Senior Bonds shall be issued in fully registered form without coupons in denominations of $5,000 and integral multiples thereof. The Series 20[__]AB Senior Bonds shall be dated their date of delivery and shall mature, subject to prior redemption, in the principal amounts on the dates, shall bear interest at the rates payable on the dates and shall be subject to optional and mandatory sinking fund redemption prior to maturity, as shown on Schedule I hereto.

(c) The Series 20[__]AB Senior Bonds shall be secured by and shall be payable from Net Pledged Revenues and other security provided in the Granting Clause of the Senior Indenture on a parity with the Department’s Existing Senior Bonds.

(d) The Series 20[__]AB Senior Bonds are being issued to [_________].

3. Offering. It shall be a condition to the Department’s obligations to sell and deliver the Series 20[__]AB Senior Bonds to the Underwriters, and a condition to the Underwriters’ obligations to purchase, accept delivery of and pay for the Series 20[__]AB Senior Bonds, that the entire aggregate principal amount of each Series of the Series 20[__]AB Senior Bonds referred to in Paragraph 1 of this Purchase Agreement shall be issued, sold and delivered by the Department and purchased, accepted and paid for by the Underwriters at the Closing (defined below).

The Underwriters agree to make a public offering of all the Series 20[__]AB Senior Bonds, at prices not in excess of the initial public offering prices or at yields not lower than the yields set forth on the inside cover pages of the Official Statement; provided that the Underwriters reserve the right from time to time as the Underwriters, in their sole discretion, deem necessary or desirable, to offer and sell the Series 20[__]AB Senior Bonds to certain dealers (including dealers depositing the Series 20[__]AB Senior Bonds into investment trusts) and others at prices lower than the initial offering prices or at yields higher than the initial yields set forth on the inside cover pages of the Official Statement. The Department has authorized the use by the Underwriters, in connection with the public offering and sale of the Series 20[__]AB Senior Bonds, of the Resolutions, the Senior Indenture, the Continuing Disclosure Certificate (defined below), the Escrow Agreement (defined below) and this Purchase Agreement and any supplements or amendments thereto (collectively, the “Series 20[__]AB Senior Bonds Documents”), and the Preliminary Official Statement (defined below) and the Official Statement and the information contained in each of such documents (including the appendices thereto).

4. Establishment of Issue Price.

(a) The Representative, on behalf of the Underwriters, agrees to assist the Department in establishing the issue price of the Series 20[__]AB Senior Bonds and shall execute and deliver to the Department at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Department and Kutak Rock LLP, Bond Counsel to the Department (“Bond Counsel”), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 20[__]AB Senior Bonds.

(b) [Except for the Hold-the-Price Maturities described in subsection (c) below and Schedule I attached hereto,] the Department will treat the first price at which 10% of each maturity of the Series 20[__]AB Senior Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). [Schedule I attached hereto sets forth the maturities of the Series 20[__]AB Senior Bonds for which the 10% test has been satisfied as of the date of this Purchase Agreement (the “10% Test Maturities”) and the prices at which the Underwriters have sold such 10% Test Maturities to the public.

(c) With respect to the maturities of the Series 20[__]AB Senior Bonds that are not 10% Test Maturities, as described in Schedule I attached hereto, if any (the “Hold-the-Price Maturities”), the Representative confirms that the Underwriters have offered such maturities of the Series 20[__]AB Senior Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto. The Department and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply to the Hold-the- Price Maturities, which will allow the Department to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Hold-the-Price Maturities, the Underwriters will neither offer nor sell such maturity of the Hold-the-Price Maturities to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

(i) the close of the fifth (5th) business day after the sale date; or

(ii) the date on which the Underwriters have sold at least 10% of that maturity of the Hold-the-Price Maturities to the public at a price that is no higher than the initial offering price to the public.

The Representative shall advise the Department promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Hold-the-Price Maturities to the public at a price that is no higher than the initial offering price to the public.

(d) The Representative confirms that:

(i) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Series 20[__]AB Senior Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:

(A)(i) to report the prices at which it sells to the public the unsold Series 20[__]AB Senior Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 20[__]AB Senior Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Series 20[__]AB Senior Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and

(ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires,

(B) to promptly notify the Representative of any sales of Series 20[__]AB Senior Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 20[__]AB Senior Bonds to the public (each such term being used as defined below), and

(C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, the Representative shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public.

(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Series 20[__]AB Senior Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 20[__]AB Senior Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to: (A) report the prices at which it sells to the public the unsold Series 20[__]AB Senior Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 20[__]AB Senior Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such underwriter or dealer that the 10% test has been satisfied as to the Series 20[__]AB Senior Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative or such underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative or the underwriter or the dealer and as set forth in the related pricing wires.

(e) The Department acknowledges that, in making the representations set forth in this subsection, the Representative will rely on: (i) the agreement of each underwriter to comply with the requirements for establishing the issue price of the Series 20[__]AB Senior Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 20[__]AB Senior Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 20[__]AB Senior Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 20[__]AB Senior Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 20[__]AB Senior Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Series 20[__]AB Senior Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Series 20[__]AB Senior Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 20[__]AB Senior Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Department further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement to adhere to the requirements for establishing issue price of the Series 20[__]AB Senior Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 20[__]AB Senior Bonds, and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Series 20[__]AB Senior Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 20[__]AB Senior Bonds.

(f) The Underwriters acknowledge that sales of any Series 20[__]AB Senior Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 20[__]AB Senior Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:

(i) “public” means any person other than an underwriter or a related party,

(ii) “underwriter” means: (A) any person that agrees pursuant to a written contract with the Department (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 20[__]AB Senior Bonds to the public; and

(B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 20[__]AB Senior Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Series 20[__]AB Senior Bonds to the public),

(iii) a purchaser of any of the Series 20[__]AB Senior Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to:

(A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and

(iv) “sale date” means the date of execution of this Purchase Agreement by all parties.

5. Use of Preliminary Official Statement and Official Statement; and Consent of Airport Consultant.

(a) The Department hereby “deems final” and ratifies and approves the distribution by the Underwriters of the Department’s Preliminary Official Statement with respect to the Series 20[__]AB Senior Bonds, dated [POS DATE] (including the appendices thereto, any documents incorporated therein by reference and any supplements or amendments thereto as of the date hereof, the “Preliminary Official Statement”), in connection with the public offering of the Series 20[__]AB Senior Bonds by the Underwriters. The Department hereby represents to the Underwriters that the Preliminary Official Statement is and was “deemed final” by the Department as of the date thereof and within the meaning of paragraph (a)(2) of 17 CFR Section 240.15c2-12 (“Rule 15c2-12”), promulgated by the Securities and Exchange Commission (the “Commission”), except for the permitted omissions provided under Rule 15c2-12. The Department shall provide to the Underwriters within seven business days after the date hereof and not less than two business days prior to the Closing Date, and, in any event, in sufficient time to accompany any confirmation that requests payment from any customer and to permit the Underwriters to comply with the rules of the Municipal Securities Rulemaking Board (the “MSRB”), conformed copies of the Official Statement, in electronic format or printed format, in quantities sufficient to permit the Underwriters to comply with Rule 15c2-12 and with the rules of the MSRB, such Official Statement to be in the form of the Preliminary Official Statement with only such changes as shall be necessary to reflect the terms of the Series 20[__]AB Senior Bonds or this Purchase Agreement or as otherwise determined to be necessary by the Department and the Representative. The final Official Statement, to be dated [PRICING DATE] (for identification purposes), including the appendices thereto, the documents incorporated therein by reference, and any supplements or amendments thereto after the date hereof and prior to the Closing, is referred to herein as the “Official Statement.” The parties hereto acknowledge and agree that the dated date of the Official Statement of [PRICING DATE] is for identification purposes only, and, notwithstanding such date, the representations of the Department set forth herein and the other provisions of this Purchase Agreement relating to the Official Statement shall be effective immediately upon execution of this Purchase Agreement.

(b) The Department shall deliver to the Underwriters on or prior to the execution hereof (i) a written confirmation of [_______], the verification agent (the “Verification Agent”) as to the adequacy of the escrows to be used to pay and redeem the Series [_____] Bonds and (ii) a written consent of WJ Advisors LLC (the “Airport Consultant”), dated as of the date of the Preliminary Official Statement and executed by an authorized representative of the Airport Consultant, in form and substance satisfactory to the Department and the Representative, consenting to the inclusion of the Report of the Airport Consultant dated [POS DATE] (the “Report of the Airport Consultant”), prepared by the Airport Consultant in connection with the issuance of the Series 20[__]AB Senior Bonds, included as Appendix A to the Preliminary Official Statement and consenting to any references to the Airport Consultant and the Report of the Airport Consultant in the Preliminary Official Statement.

6. Representations, Warranties and Agreements of the Department. The Department represents and warrants to and agrees with the Underwriters as of the date hereof and as of the Closing Date:

(a) the Department is a department of the City of Los Angeles (the “City”) duly organized and validly existing under the Charter and the laws of the State of California (the “State”);

(b) the Department has full legal right, power and authority to enter into this Purchase Agreement, the [____________] Supplemental Senior Indenture and the Continuing Disclosure Certificate, to adopt the Resolutions, and to observe, perform and consummate the covenants, agreements and transactions contemplated in the Series 20[__]AB Senior Bonds Documents and the Series 20[__]AB Senior Bonds, and described in the Preliminary Official Statement and Official Statement, and to issue, sell and deliver the Series 20[__]AB Senior Bonds to the Underwriters as provided herein;

(c) by all necessary official action, the Board has duly adopted the Resolutions at meetings duly noticed, called and held, and the Resolutions are in full force and effect and have not been modified, rescinded or superseded; the Board has duly authorized and approved the

Preliminary Official Statement and the Official Statement and the delivery thereof to the Underwriters and the distribution by the Underwriters of the Preliminary Official Statement and the Official Statement to purchasers of the Series 20[__]AB Senior Bonds, and has duly authorized and approved the execution and delivery of, and the performance by the Department of the obligations in connection with the issuance of the Series 20[__]AB Senior Bonds on its part contained in, the [____________] Supplemental Senior Indenture, the Continuing Disclosure Certificate, the Escrow Agreement, and this Purchase Agreement and the consummation by it of all other transactions contemplated in the Series 20[__]AB Senior Bonds Documents and described in the Official Statement in connection with the issuance of the Series 20[__]AB Senior Bonds;

and the Series 20[__]AB Senior Bonds and the Series 20[__]AB Senior Bonds Documents, including this Purchase Agreement, constitute (or upon their execution and delivery will constitute) the legal, valid and binding obligations of the Department, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

(d) to the best knowledge of the Department, the Department is not in material breach of or default under any applicable constitutional provision, law or administrative regulation of the City, the State or the United States and is not in material breach or default under any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Department is a party or to which the Department or any of its property or assets is otherwise subject, and no event has occurred and is continuing that with the passage of time or the giving of notice, or both, would constitute a material default or event of default under any such instrument; and the execution and delivery of the Series 20[__]AB Senior Bonds, the Series 20[__]AB Senior Bonds Documents and the Official Statement and the adoption of the Resolutions and compliance with the provisions on the Department’s part contained in all such documents, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Department is a party or to which the Department or any of its property or assets 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 nature whatsoever upon any of the property or assets of the Department or under the terms of any such law, regulation or instrument, except as provided by the Series 20[__]AB Senior Bonds and the Series 20[__]AB Senior Bonds Documents referred to in the Official Statement;

(e) all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter that are required for the due authorization of, that would constitute a condition precedent to, or the absence of which would adversely affect the due performance by the Department of its obligations in connection with the issuance, sale and delivery of the Series 20[__]AB Senior Bonds 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 Series 20[__]AB Senior Bonds (as to which no representation is made); and, except as described in the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction in the matter which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Department of its respective obligations under the Resolutions, the Series 20[__]AB Senior Bonds and the Series 20[__]AB Senior Bonds Documents have been duly obtained;

(f) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the Department threatened, against the Department affecting the existence of the Department or the titles of its officers to their respective offices; affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 20[__]AB Senior Bonds; affecting or seeking to prohibit, restrain or enjoin the collection of the Net Pledged Revenues pledged or to be pledged to pay the principal of, premium, if any, and interest on the Series 20[__]AB Senior Bonds or the pledge of and lien on the Net Pledged Revenues, funds and accounts pursuant to the Senior Indenture; contesting or affecting, as to the Department (and with respect to the Act only, to the best knowledge of the Department) the validity or enforceability of the Act, the Resolutions, the Series 20[__]AB Senior Bonds or the other Series 20[__]AB Senior Bonds Documents; affecting or seeking to prohibit, restrain or enjoin the imposition, collection or use of the PFCs for the payment of debt service as described in the Preliminary Official Statement and in the Official Statement; contesting the tax-exempt status of interest on the Series 20[__]AB Senior Bonds;

contesting the completeness or accuracy of the Preliminary Official Statement; or contesting the powers of the Department or any authority for the issuance of the Series 20[__]AB Senior Bonds, the adoption of the Resolutions, or the execution and delivery by the Department of, and the performance by the Department of its obligations under, this Purchase Agreement, the Senior Indenture, the Escrow Agreement, and the Continuing Disclosure Certificate and the execution and delivery by the Department of the Official Statement, nor, to the best knowledge of the Department, is there any basis for any such action, suit, proceeding, inquiry or investigation, nor for any basis for any such action, suit, proceeding, inquiry or investigation wherein an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of the Act and other applicable laws or the authorization, execution or delivery of or the performance by the Department of its obligations under the Series 20[__]AB Senior Bonds, the Resolutions, the Senior Indenture, the Escrow Agreement, and the Continuing Disclosure Certificate or the other Series 20[__]AB Senior Bonds Documents;

(g) the Series 20[__]AB Senior Bonds shall conform in all respects to the descriptions thereof contained in the Official Statement;

(h) as of the date thereof and hereof, the Preliminary Official Statement (except for the information relating to The Depository Trust Company (“DTC”) and its book-entry system, CUSIP numbers, any information under the caption “UNDERWRITING,” and Appendix I, as to which no representation is made) did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

(i) the Official Statement (except for the information relating to DTC and its book-entry system, CUSIP numbers, any information under the caption “UNDERWRITING,” and Appendix I, as to which no representation is made) does not as of the date hereof, and will not, as of the Closing, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

(j) the Department hereto agrees that it will notify the Representative if, within the period from the date of this Purchase Agreement to and including the date 25 days following the End of the Underwriting Period (as hereinafter defined) with respect to the Series 20[__]AB Senior Bonds, the Department discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case, which might cause the Official Statement (as the same may have then been supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Department or the Representative, or their respective counsel, the preparation and publication of a supplement or amendment to the Official Statement is, as a result of such fact or event (or any other event that becomes known to the Department during such period), necessary so that the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the Department will, at its expense, supplement or amend the Official Statement in such a manner so that the Official Statement, as so supplemented or amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and will furnish copies of such supplement or amendment to the Underwriters in such quantities as the Underwriters may reasonably request. The Department and the Underwriters agree that they will cooperate in the preparation of any such amendment or supplement. As used herein, the term “End of the Underwriting Period” means with respect to the Series 20[__]AB Senior Bonds the later of such time as: (i) the Department delivers the Series 20[__]AB Senior Bonds to the Underwriters; or

(ii) none of the Underwriters retains, directly or as a member of an underwriting syndicate, an unsold balance of the Series 20[__]AB Senior Bonds for sale to the public. Unless the Representative or any other Underwriter gives notice to the Department that an Underwriter retains an unsold balance of Series 20[__]AB Senior Bonds, the “End of the Underwriting Period” shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be delivered to the Department, in writing, at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period;”

(k) when executed, issued, delivered and paid for, as specified herein and in the Senior Indenture, the Series 20[__]AB Senior Bonds will be duly authorized, executed, issued and delivered and will constitute valid and binding obligations of the Department enforceable in accordance with their terms and the terms of the Senior Indenture, except that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors’ rights or contractual obligations generally and limitations on judicial remedies available against public agencies; and upon such issuance, authentication and delivery of the Series 20[__]AB Senior Bonds, the Senior Indenture will provide, for the benefit of the holders from time to time of the Series 20[__]AB Senior Bonds, a legally valid and binding pledge of and lien on the Net Pledged Revenues and the funds and accounts pledged under the Senior Indenture, subject only to the provisions of the Senior Indenture permitting the application thereof on the terms and conditions set forth in the Senior Indenture;

(l) the Department will apply the proceeds from the sale of the Series 20[__]AB Senior Bonds for the purposes specified in the Resolutions and in the Senior Indenture, and as described in the Official Statement;

(m) between the date hereof and the Closing Date, except as described in the Preliminary Official Statement and the Official Statement, the Department will not without prior written notice to the Underwriters offer or issue any bonds, notes or other obligations for borrowed money, or, except in the ordinary course of business, incur any other material liabilities, direct or contingent;

(n) the Department will furnish such information, execute such instruments and take such other action not inconsistent with law in cooperation with the Underwriters as may be requested to: (i) qualify the Series 20[__]AB Senior Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as may be designated by the Representative; and (ii) determine the eligibility of the Series 20[__]AB Senior Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Series 20[__]AB Senior Bonds; provided, however, that the Department shall not be required to pay the cost or expense of any such qualification or determination or to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction;

(o) the financial statements of, and other financial information regarding, the Department set forth in the Preliminary Official Statement and in the Official Statement fairly present the financial position and results of the operations of the Department as of the dates and for the periods therein set forth and: (i) the financial statements have been prepared in accordance with generally accepted accounting principles consistently applied; and (ii) except as noted in the Preliminary Official Statement and in the Official Statement, the historical financial information set forth in the Preliminary Official Statement and in the Official Statement has been presented on a basis consistent with that of the Department’s audited financial statements included in the Preliminary Official Statement and in the Official Statement and, other than as described in the Preliminary Official Statement and the Official Statement, there have been no material adverse changes to the financial condition of the Department since the date of such financial statements and other financial information;

(p) any certificate signed by any official of the Department and delivered to the Underwriters shall be deemed to be a representation and warranty by the Department hereunder to the Underwriters (and not as a representation of such official in his or her individual capacity) as to the statements made therein;

(q) the Department shall deliver to the Underwriters on the Closing Date a duly authorized and executed Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”) in substantially the form attached to the Preliminary Official Statement as Appendix G;

(r) the Department has not defaulted in the payment of principal of or interest on any of its debt obligations (provided that “debt obligations” shall not include any industrial development bonds or private activity bonds the Department may have issued on behalf of any other person and as to which the Department has no direct or indirect financial responsibility); and

(s) the Department has complied in the last five years in all material respects with all previous undertakings required pursuant to Rule 15c2-12.

7. Closing. At 8:00 a.m., Los Angeles time, on [Closing Date], or at such other date and/or time as shall have been mutually agreed upon by the Department and the Representative (the “Closing Date”), the Department will deliver or cause to be delivered to the Senior Trustee, for the account of the Representative, against payment of the Purchase Price (as set forth in Schedule II) by wire transfer to the Senior Trustee payable in immediately available funds: (i) the Series 20[__]AB Senior Bonds in definitive form as fully registered bonds bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Series 20[__]AB Senior Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Series 20[__]AB Senior Bond); and (ii) the documents and the other requirements set forth in Paragraph 8(e) of this Purchase Agreement. Physical delivery of the Series 20[__]AB Senior Bonds shall be made to the Senior Trustee as agent for DTC under the Fast Automated Securities Transfer Program system, or as otherwise instructed by the Department or the Senior Trustee.

There shall be one bond delivered for each maturity and interest rate of each Series of the Series 20[__]AB Senior Bonds, registered in the name of Cede & Co. (or such other name as an authorized representative of DTC shall request), as nominee of DTC. The Series 20[__]AB Senior Bonds shall be available for examination by the Representative at least one Business Day prior to the Closing Date.

Payment for the delivery of the Series 20[__]AB Senior Bonds shall be coordinated and the documents required by Paragraph 8(e) of this Purchase Agreement shall be delivered to the offices of the Department, or to such other place as shall have been mutually agreed upon by the Department and the Representative. Such payment and delivery is called the “Closing.”

8. Closing Conditions. The Underwriters have entered into this Purchase Agreement in reliance upon the representations and warranties of the Department contained herein and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing, and upon the performance by the Department of its respective obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriters’ obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Series 20[__]AB Senior Bonds shall be conditioned upon the performance by the Department of its obligations to be performed hereunder and the delivery of the documents and instruments required to be delivered hereby at or prior to the Closing, and shall also be subject to the following additional conditions:

(a) the representations and warranties of the Department contained or incorporated herein shall be true, complete and correct in all respects at the date hereof and on and as of the Closing Date as if made on the Closing Date;

(b) on the Closing Date: (i) the Act, the Resolutions and the other Series 20[__]AB Senior Bonds Documents shall be in full force and effect and shall not have been amended, modified, supplemented or superseded after the date thereof except as shall have been agreed to in writing by the Underwriters; and (ii) the Department shall have performed its obligations required under or specified in the Act, the Resolutions and the other Series 20[__]AB Senior Bonds Documents to be performed at or prior to the Closing;

(c) on the Closing Date, all official actions of the Department relating to the Series 20[__]AB Senior Bonds, the Series 20[__]AB Senior Bonds Documents, the Preliminary Official Statement and the Official Statement shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified, supplemented or superseded after the date hereof except as may have been agreed to in writing by the Representative;

(d) on the Closing Date, the information and statements in the Official Statement (except for the information relating to DTC and its book-entry system, CUSIP numbers, any information under the caption “UNDERWRITING,” and Appendix I, as to which no view need be expressed) shall be true and correct and shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

(e) at or prior to the Closing Date, the Underwriters shall receive the following documents, in each case reasonably satisfactory in form and substance to the Underwriters and to Underwriters’ counsel:

(i) the Official Statement executed on behalf of the Department by a Designated Officer (as defined in the Document Resolution), together with an executed copy of the Report of the Airport Consultant included in the Official Statement as Appendix A;

(ii) copies of the Resolutions, each certified by the Secretary of the Board as having been duly adopted by the Department and as being in effect as of the Closing Date, together with a certificate from the Secretary of the Board stating that the Resolutions are in effect in the forms existing on the date hereof and have not been amended, modified, supplemented or superseded except as shall have been agreed to by the Underwriters and have not been superseded;

(iii) a certificate of the City Clerk or Deputy City Clerk of the City of Los Angeles (the “City Clerk”) certifying that there are attached to such certificate full, true and complete copies of: (A) the actions taken by the City Council and the Mayor with respect to the issuance of the Series 20[__]AB Senior Bonds by the Department pursuant to the Authorizing Resolution; and (B) if applicable, the regular minutes of the meeting of the City Council at which the City Council approved the Authorizing Resolution;

(iv) an executed copy of the [____________] Supplemental Senior Indenture and a consolidated copy of the Master Senior Indenture;

(v) a Continuing Disclosure Certificate executed on behalf of the Department, in form and substance acceptable to the Underwriters and in substantially the form attached to the Official Statement as Appendix G;

(vi) a specimen copy of each maturity (and interest rate, if more than one per maturity) of each Series of the Series 20[__]AB Senior Bonds;

(vii) an executed copy of the Escrow Agreement, to be dated as of the Closing Date (the “Escrow Agreement”), by and between the Department and U.S. Bank Trust Company, National Association, as trustee and escrow agent thereunder;

(viii) a copy of the verification report of the Verification Agent as to the adequacy of the escrows to be used to pay and redeem the [REFUNDED BONDS] (the

“Verification Report”) executed by the Verification Agent in form and substance satisfactory to the Department, Bond Counsel, and the Representative;

(ix) [Reserved;]

(x) the approving legal opinion of Bond Counsel, dated the Closing Date and addressed to the Department, substantially in the form set forth in Appendix E to the Official Statement, together with a letter of such counsel, dated the Closing Date and addressed to the Underwriters, to the effect that the foregoing opinion may be relied upon by the Underwriters to the same extent as if such opinion was addressed to them;

(xi) the supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriters, to the effect that:

(A) The Purchase Agreement, the Escrow Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the Department and, assuming the due authorization, execution and delivery by the other parties thereto, as applicable, constitute binding and enforceable obligations of the Department;

(B) The Series 20[__]AB Senior Bonds are exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Master Senior Indenture and the [____________] Supplemental Senior Indenture are exempt from qualification under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); and

(C) The information in the Official Statement under the headings

“DESCRIPTION OF THE SERIES 20[__]AB SENIOR BONDS,” “SECURITY AND SOURCES

OF PAYMENT FOR THE SERIES 20[__]AB SENIOR BONDS,” “TAX MATTERS,”

“APPENDIX C-1—CERTAIN DEFINITIONS,” “APPENDIX C-2—SUMMARY OF THE

MASTER SENIOR INDENTURE,” “APPENDIX C-3—SUMMARY OF THE [____________]

SUPPLEMENTAL SENIOR INDENTURE,” “APPENDIX C-4—SUMMARY OF THE

MASTER SUBORDINATE INDENTURE,” and “APPENDIX E—PROPOSED FORM OF BOND COUNSEL’S OPINION,” excluding any material that may be treated as included under such captions by cross-reference, insofar as such statements expressly summarize certain provisions of the Master Senior Indenture, the Master Senior Indenture, the [____________] Supplemental Senior Indenture and Bond Counsel’s opinions concerning certain federal tax matters and certain State tax matters relating to the Series 20[__]AB Senior Bonds, are accurate in all material respects;

(xii) an opinion of Bond Counsel, addressed to the Department and the Underwriters, to the effect that the [REFUNDED BONDS] have been defeased and are no longer outstanding pursuant to the [________] Indenture;

(xiii) a letter of Stradling Yocca Carlson & Rauth, a Professional Corporation, Disclosure Counsel, dated the Closing Date and addressed to the Department and the Underwriters, substantially in the form attached hereto as Appendix F;

(xiv) an opinion, dated the Closing Date and addressed to the Underwriters, of the Office of the Los Angeles City Attorney, as general counsel to the Department, substantially in the form attached as Appendix B to this Purchase Agreement;

(xv) an opinion of [UNDERWRITER’S COUNSEL], Underwriters’ Counsel, dated the Closing Date, addressed to the Underwriters, to the effect that (A) subject to the limitations expressed in its letter, as of the Closing Date such firm has no reason to believe that the Preliminary Official Statement as of its date and as of date of the Purchase Agreement, or the Official Statement as of its date and as of the Closing Date (except for (a) with respect to the Preliminary Official Statement, any information marked as preliminary, subject to…