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1. Bond Purchase AgreementD.A. Davidson & Co. $1,445,000 City of Kalispell, Montana Tax Increment Urban Renewal Revenue Bonds, Series 2005A (Non-AMT) August 23, 2005 City of Kalispell, Montana 312 1st Avenue East Kalispell, MT 59903 $555,000 City of Kalispell, Montana Tax Increment Urban Renewal Revenue Bonds, Series 2005B (AMT) BOND PURCHASE AGREEMENT On March 7, 2005, the City of Kalispell, (the "City") adopted a resolution (the "Resolution") authorizing the issuance and private negotiated sale of the City's Tax Increment Urban Renewal Revenue Bonds, Series 2005A (Non-AMT) (the "Series 2005A Bonds") and the City's Tax Increment Urban Renewal Bonds, Series 2005B (AMT) (the "Series 2005B Bonds") (collectively the "Series 2005 Bonds") and the City's execution and delivery of this Bond Purchase Agreement (the "Agreement"). In light of such authority, D. A. Davidson & Co. (the "Underwriter") hereby offers to enter into this Agreement with the City. Upon your acceptance, this Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriter. 1) Series 2005A Bonds. Upon the terms and conditions and in reliance upon the representations set forth herein, the Underwriter hereby agrees to purchase from the City and the City hereby agrees to sell to the Underwriter all (but not less than all) of the Series 2005A Bonds in the aggregate principal amount of $1,445,000.00 at a purchase price of $1,421,626.25 (reflecting the underwriter's discount of $23,373.75, plus accrued interest from the date of such bonds to the Closing Date), and otherwise in compliance with the terms of the Resolution. Series 2005B Bonds. Upon the terms and conditions and in reliance upon the representations set forth herein, the Underwriter hereby agrees to purchase from the City and the City hereby agrees to sell to the Underwriter all (but not less than all) of the Series 2005B Bonds in the aggregate principal amount of $555,000.00 at a purchase price of $547,067.50 (reflecting the underwriter's discount of $7,932.50, plus accrued interest from the date of such bonds to the Closing Date), and otherwise in compliance with the terms of the Resolution. The 2005 Bonds. The City will be responsible for all other costs of issuance inclusive of the fees of Bond Counsel, printing and distribution costs of the Preliminary and final Official Statements, and paying agent and registrar fees. The Series 2005 Bonds shall be issued and secured under and pursuant to the Bond Resolution dated on or about September 6, 20005 (the "Bond Resolution") and shall mature, bear interest and be subject to redemption as set forth in Exhibit A hereto. The Underwriter agrees to make a public offering of the Series 2005 Bonds at the initial offering prices set forth in the Official Statement referred to in Section 2 herein, which prices may be changed from time to time by the Underwriter. Public Finance — www.dadavidson.com 402 East Main Street • Suite 202 • Bozeman, MT 59715 • (406) 556-6965 • (866) 415-6950 • FAX (406) 586-2160 Montana • Washington • Idaho • Wyoming • Oregon • Utah • California August 23, 2005 City of Kalispell Page 2 of 7 2) The City shall deliver or cause to be delivered to the Underwriter, promptly after acceptance hereof, five copies of the Official Statement, substantially in the form of the Preliminary Official Statement dated August 9, 2005, (the "Preliminary Official Statement") with only such changes therein as shall have been accepted by us (such Preliminary Official Statement with such changes, if any, and including the cover page and all appendices, exhibits and statements included therein or attached thereto being called the "Official Statement"). The Official Statement is to be dated August 23, 2005. The City hereby authorizes the distribution by the Underwriter of the Preliminary Official Statement in offering the Series 2005 Bonds for sale to prospective purchasers of the Series 2005 Bonds. 3) On September 15, 2005 or at such other time, or on such earlier or later date as the Underwriter and the City may mutually agree (the "Closing Date"), the Underwriter will accept delivery of the Series 2005 Bonds and pay the purchase price thereof as set forth in Section 1 herein by Federal Reserve System wire transfer in immediately available Federal funds or by any other form of immediately available Federal funds. The Series 2005 Bonds shall be delivered through The Depository Trust Company, New York, New York ("DTC") in definitive form, bearing CUSIP numbers and issued under a book -entry system. 4) The City makes the following representations and warranties: a) The City is a public body corporate organized and existing under the laws of the State of Montana and is authorized to issue the Series 2005 Bonds, to enter into this Agreement and all other agreements contemplated hereby and to adopt the Resolution. b) The City has complied to date with all applicable provisions of the laws of the State of Montana in connection with the execution and issuance of the Series 2005 Bonds. c) The Resolution and this Agreement have been, duly and validly authorized and executed by the City. d) Upon the adoption of the Bond Resolution on or about September 6, 2005, the City will have authorized all necessary action to be taken by it for (i) the issuance and sale of the Series 2005 Bonds upon the terms set forth herein, in the Official Statement and in the Resolution; (ii) the execution, delivery, receipt and due performance of this Agreement, the Series 2005 Bonds and the Resolution and all other agreements contemplated hereby or required in order to carry out, give effect to and consummate the transactions contemplated hereby; and (iii) carrying out, giving effect to and consummation of the transactions contemplated hereby. e) The Series 2005 Bonds when issued, delivered and paid for as provided for herein and in the Resolution and Bond Resolution, will have been duly and validly authorized and issued and will constitute special, limited obligations of the City secured as provided in the Bond Resolution and as described in the Official Statement. f) The City has disclosed to the Underwriter litigation, threatened or pending of which it was aware as of the date of this Bond Purchase Agreement. To the best knowledge of the City, August 23, 2005 City of Kalispell Page 3 of 7 there are no legal or governmental proceedings pending or threatened, or any basis therefore, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Series 2005 Bonds, the Bond Resolution, this Agreement or the transactions contemplated thereby or the power of the City to execute and deliver the Series 2005 Bonds or this Agreement, or adopt the Bond Resolution. g) As of the date hereof, the Preliminary Official Statement does 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 light of the circumstances under which they were made, not misleading. h) The Preliminary Official Statement is deemed "final" in accordance with Rule 15c2- 12(b)(1) under the Securities Exchange Act of 1934. i) The City has entered into a continuing disclosure undertaking as described in the Bond Resolution for purposes of compliance with Rule 15c2-12. 5) The Underwriter is entering into this Agreement in reliance upon the representations and warranties of the City contained herein and in the Resolution 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 City and its obligations hereunder both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligation under this Agreement to accept delivery of and to pay for the Series 2005 Bonds shall be conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: a) the representations and warranties of the City contained herein shall be true and correct on the date hereof and of the Closing, as if made on and at the Closing; b) at or prior to the Closing, the Underwriter shall receive the following documents: i) certified copies of the Resolution and Bond Resolution; ii) the opinion of Dorsey & Whitney LLP, as Bond Counsel, dated the Closing Date, substantially in the form of Appendix E to the Official Statement; iii) such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request. If the conditions to the Underwriter's obligations contained in this Agreement are not satisfied (unless otherwise waived in writing by the Underwriter)or if the Underwriter's obligations shall be terminated for any reason expressly permitted herein, this Agreement shall terminate and the Underwriter nor the City shall have any further obligation hereunder except to reimburse the Underwriter for expenses related to the printing and mailing of the Preliminary and final Official Statements, as detailed in paragraph 1 of this Agreement. The City's obligations under this August 23, 2005 City of Kalispell Page 4 of 7 Agreement shall be conditioned on the performance of the Underwriter of its obligations to be performed hereunder. 6) During the initial public offering of the Series 2005 Bonds (a period concluding the final date the Underwriter is charged with furnishing a copy of the Official Statement to a potential customer under SEC Rule 15c2-12 but no later than six months after the Closing Date), the City will (a) not consent to the distribution of any amendment of or supplement to the Official Statement to which, after having been furnished with a copy, the Underwriter shall reasonably object in writing or which shall be reasonably disapproved by counsel for the Underwriter and (b) if any event shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser, consent to the distribution of an amendment of or supplement to the Official Statement, prepared without expense to the City (in form and substance satisfactory to the Underwriter) in a reasonable number of copies which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. 7) The Underwriter shall have the right to cancel its obligation to purchase the Series 2005 Bonds if between the date hereof and the Closing, (i) legislation shall have been enacted by the Congress of the United States or the legislature of the State of Montana or legislation shall have been reported out of committee of either body or be pending in committee of either body, or a decision shall have been rendered by a court of the United States or of the State of Montana 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 or the Internal Revenue Service, with respect to federal taxation upon revenues or other income of the general character of the Series 2005 Bonds which, in the reasonable judgment of the of the Underwriter, materially adversely affects the market for the Series 2005 Bonds, or (ii) there shall exist any event which, in the reasonable judgment of the Underwriter, either (a) makes untrue or incorrect in any material aspect as of such time any statement or information contained in the Official Statement or (b) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect, or (iii) there shall have occurred any outbreak of hostilities or any other national or international calamity or crisis, the effect of which outbreak, calamity or crisis on the financial markets of the United States, in the reasonable judgment of the Underwriter, would make it impracticable for the Underwriter to market or enforce contracts for the sale of the Series 2005 Bonds, or (iv) there shall be in force a general suspension of trading on the New York Stock Exchange or minimum or maximum prices for trading shall have been fixed and in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange, whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction, or (v) a general banking moratorium shall have been declared by either Federal, State of Montana or New York authorities having jurisdiction and be in force, or (vi) there shall be established any new restriction on transactions in securities August 23, 2005 City of Kalispell Page 5 of 7 materially affecting the free market for securities (including the imposition of any limitation on interest rates) or extension of credit by, or charge to the net capital requirements of, Underwriter's established by the New York Stock Exchange, the Securities and Exchange Commission, any other federal or state agency or the Congress of the United States, or by Executive Order. 8) All fees, expenses and costs incident to the execution and performance of this Agreement and to the authorization, issuance and sale of the Series 2005 Bonds to the Underwriter, including, but not limited to, the fees and expenses of Bond Counsel and the Paying Agent and Registrar and the costs of printing and distributing the Preliminary and final Official Statement shall be paid by the City. All expenses to be paid by the City pursuant to this Agreement may be paid from Bond proceeds to the extent permitted by the Resolution or Bond Resolution. The obligation of the City under this Section 8 shall survive the payment of the Series 2005 Bonds. 9) Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing at the address set forth above and any such notice or other communications to be given to the Underwriter may be given by delivering the same in writing to D.A. Davidson & Co., Fixed Income Capital Markets, 8 Third Street North, Great Falls, MT 59401. The approval of the Underwriter when required hereunder or the determination of its satisfaction as to any document referred to herein shall be in writing signed by the Underwriter and delivered to you. 10) This Agreement is made solely for the benefit of the City and the Underwriter (including successors or assigns of the Underwriter, but excluding any purchaser, as such purchaser, of Series 2005 Bonds from the Underwriter) and, to the extent expressed herein, controlling persons thereof, and no other persons, partnership, association or corporation shall acquire to have any right hereunder or by virtue hereof. All representations and agreements of the parties to this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Series 2005 Bonds. Time shall be of the essence of this Agreement. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Montana. This Agreement may be executed in any number of counterparts each of which shall be an original but all of which together will constitute one and the same instrument. Very truly yours, D.A. DAVIDSON & CO. By: 6 / - Bridget R. E trom Vice President, Public Finance D.A. Davidson & Co. August 23, 2005 City of Kalispell Page 6 of 7 ACCEPTED AS OF THE DATE HEREOF BY: City of Kalispell, Montana B Jam s H. Patrick, City nager By: Amy Rob son, City Finance Director August 23, 2005 City of Kalispell Page 7 of 7 EXHIBIT A - TERMS OF THE SERIES 2005 BONDS SERIES 2005 BONDS DATED: September 15, 2005 DUE: July 1, as shown below Description of Series 2005A Bonds. The Series 2005A Bonds shall be called Tax Increment Urban Renewal Revenue Bonds, Series 2005A (Non-AMT), of the City; shall be in the aggregate principal amount of $1,445,000; shall be dated September 15, 2005; shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity; shall be numbered separately in the manner and with any additional designation as the Bond Registrar (as defined herein) deems necessary for purposes of identification; shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) payable semiannually on each January 1 and July 1, commencing January 1, 2006, to the maturity or earlier redemption of the Series 2005A Bonds; and shall mature on July 1 in years and amounts and bear interest at the rates per annum as follows: Principal Interest Principal Interest Year Amount Rate Yield Price Year Amount Rate Yield Price 2011 $120,000 3.80% 3.80% 100.00% 2016 $145,000 4.20% 4.20% 100.00% 2012 125,000 3.90 3.90 100.00 2017 150,000 4.25 4.25 100.00 2013 130,000 4.00 4.00 100.00 2018 160,000 4.30 4.30 100.00 2014 135,000 4.05 4.05 100.00 2019 165,000 4.35 4.35 100.00 2015 140,000 4.15 4.15 100.00 2020 175,000 4.40 4.40 100.00 Series 2005A Bonds - Optional Redemption. The Series 2005A Bonds with stated maturities on or after July 1, 2013 will be subject to redemption on January 1, 2013 and any date thereafter, at the option of the City in whole or in part, at a redemption price equal to the principal amount thereof to be redeemed plus interest accrued to the redemption date, without premium. Description of Series 2005B Bonds. The Series 2005B Bonds shall be called Tax Increment Urban Renewal Revenue Bonds, Series 2005B (AMT), of the City; shall be in the aggregate principal amount of $555,000; shall be dated September 15, 2005; shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity; shall be numbered separately in the manner and with any additional designation as the Bond Registrar (as defined herein) deems necessary for purposes of identification; shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) payable semiannually on each January 1 and July 1, commencing January 1, 2006, to the maturity of the Series 2005B Bonds; and shall mature on July 1 in years and amounts and bear interest at the rates per annum as follows: Principal Interest Year Amount Rate Yield Price 2006 $105,000 3.55% 3.55% 100.00% 2007 105,000 3.65 3.65 100.00 2008 110,000 3.75 3.75 100.00 2009 115,000 3.85 3.85 100.00 2010 120,000 3.95 3.95 100.00 Series 2005B Bonds -No Prior Redemption. The Series 2005B Bonds are not subject to redemption prior to their stated maturities.