The Securities Industry and Financial Markets Association (SIFMA) today issued an exposure draft of a Model Bond Purchase Agreement for use in connection with municipal securities including those that are fixed, variable rate, auction and credit-enhanced. The Agreement is not intended for use in connection with conduit financing transactions, although SIFMA will consider at a future date whether to undertake the preparation of other forms of model bond purchase agreements.
“The exposure draft of the bond purchase agreement offers a user-friendly model form that market participants can utilize as a common starting point when drafting transactions,” said Leslie Norwood, managing director and associate general counsel at the Securities Industry and Financial Markets Association. “Our members were very involved in its creation so we believe it will be of benefit to the marketplace, either as a model document or a reference point for those electing not to use it.”
The Agreement consists of the Bond Purchase Agreement Terms and Acceptance and the Bond Purchase Agreement General Provisions and Conditions. Also, the Bond Purchase Agreement Instructions and Commentary complete the set of documents, and should be helpful as a drafting and educational tool.
The Bond Purchase Agreement Terms and Acceptance sets out the basic provisions of the Agreement. This is the document signed by the issuer and the senior deal manager which identifies the securities and the applicable deal-specific terms and provisions of the transaction. It includes schedules for terms of the securities, defined terms, modifications to the Agreement and other required state or issuer-specific provisions, representations and warranties, and items to be delivered at closing. The Bond Purchase Agreement General Provisions and Conditions include the basic provisions that apply to each transaction using the Agreement.
Market participants are encouraged to comment on the exposure draft before the deadline of November 17, 2008. Comments may be sent to SIFMA at MBPAExposureDraft@sifma.org and the model documents can be found on SIFMA's website at www.sifma.org/mmbpa.