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Massdot Richard A $350,000,000 THE COMMONWEALTH OF MASSACHUSETTS GENERAL OBLIGATION BONDS, CONSOLIDATED LOAN OF 2012, SERIES B Reference is made to the Official Notice of Sale dated May 21, 2012, as supplemented by the Supplement thereto dated May 21, 2012 (the "Notice of Sale") of The Commonwealth of Massachusetts (the "Commonwealth") regarding the sale of its $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds"). Capitalized teiTns not otherwise defmed herein are used as defmed in the Notice of Sale. Tliis certificate hereby confirms the award ofthe Bonds to the purchaser identified on the attached schedule in accordance with the Notice of Sale and the terms ofthe bid submitted via Parity. The purchase price of the Bonds, the true interest cost for the Bonds and the interest rates for the Bonds are set forth on the attached schedule. Please acknowledge your agreement with the purchase price, the true interest cost, the interest rates and all applicable provisions ofthe Notice of Sale by signing and retuming by facsimile a copy of this certificate to Colin A. MacNaught, Assistant Treasurer (fax 617-227- 1773). This certificate may be executed in several counterparts, each ofwhich shall be an original and all ofwhich shall constitute but one and the same instrument. Dated: May 22, 2012 THE COMMONWEALTH OF MASSACHUSETTS StCTcn Grossman Treasurer and Receiver-General Commonwealth of Massachusetts The foregoing award is hereby apgr^ved. Dated: May 22, 2012 DevaLL.^P^aiSk' Governor The Commonwealth of Massachusetts . 2 The undersigned, being duly authorized, hereby confirms on behalf of the purchaser identified on the attached schedule its purchase ofthe Bonds identified in this certificate in accordance with the provisions ofthe Notice of Sale, at the purchase price and at the true interest cost set forth on said schedule. Dated: May 22, 2012 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEI ame: /l^jj^e^^v^A^JTl^^ Title: ^ -3 Schedule A Purchaser: Merrill Lynch, Pierce, Fenner & Smith Incorporated Purchase Price: $379,840,399.95 True Interest Cost: 3.506354% Years of maturity, principal amounts and interest rates ofthe Bonds: Maturity Date Principal (June 1) Amount Interest Rate 2023 $40,000,000 5.00% 2024 40,000,000 5.00 2025 40,000,000 5.00 2026 40,000,000 4.00 2027 35,000,000 3.00 2028 55,000,000 4.00 $100,000,000 4.00% Term Bonds due June 1, 2042 The Bonds will be subject to redemption on any date prior to their stated maturity dates on and after June 1, 2020 at the option ofthe Commonwealth from any monies legally available therefor, in whole or in part at any time, by lot, at 100%o ofthe principal amount thereof, plus accrued interest to the redemption date. The Bonds maturing on June 1, 2042 are subject to redemption from sinking fund installments at their principal amounts, without premium, plus accrued interest to the redemption date on June 1 of each ofthe years and in the principal amounts as follows: Principal Year Amount 2041 $66,000,000 2042* 34,000,000 Final Maturity 13991033.! $350,000,000 THE COMMONWEALTH OF MASSACHUSETTS GENERAL OBLIGATION BONDS CONSOLIDATED LOAN OF 2012, SERIES B The undersigned, Steven Grossman, Treasurer and Receiver-General of The Commonwealth of Massachusetts (the "Commonwealth"), hereby certifies as follows: L Attached hereto as Exhibit A is a copy ofthe Official Notice of Sale dated May 21, 2012, as supplemented by the Supplement thereto dated May 21,2012 (the "Notice of Sale") ofthe Commonwealth with respect to its $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds"). Capitalized terms not otherwise defined herein are used as defined in the Notice of Sale. 2. Electronic Bids for the purchase ofthe Bonds were received via PARITY on May 22, 2012, in accordance with the terms ofthe Notice of Sale. Attached hereto as Exhibit B are copies ofthe bids. 3. The bid for the Bonds submitted by Merrill Lynch, Pierce, Fenner & Smith Incorporated was accepted by the Commonwealth on the terms set forth in the Notice of Sale. Attached here to as Exhibit C is a copy ofthe Certificate of Award and Approval dated May 22, 2012. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS 13863731.1 IN WITNESS WHEREOF, the undersigned has executed this certificate this 1'* day of June, 2012. Steven Grossman Treasurer and Receiver-General The Commonwealth of Massachusetts 13863731,1 Exhibit A APPENDIX D -fifilCIAL NOTICE OF SALE $350,000,000* THE COMMONWEALTH OF MASSACHUSETTS GENERAL OBLIGATION BONDS CONSOLIDATED LOAN OF 2012, Series B May 21,2012 NOTICE IS HEREBY GIVEN that electronic bids will be received by Steven Grossman, Treasurer and Receiver-General of The Commonwealth of Massachusetts (tbe "State Treasurei"). for the piuchase of General Obligation Bonds, Consolidated Loan of 2012, Series B (tiie "Bonds"), of The Commonwealtti of Massachi^etts (die "Commonwealtii") to be sold in an aggregate jHincipai amount of $350,000,000 . Bids for Ilie purchase of the Bonds win be submitted via Parity. No other method of submitting bi^ will be accepted. The bids will be received via Parity up to the time described below under the capticHis 'TiiiK" and "Procedures for Electronic Bidding." The Bonds will constitute general obligations of the Commonwealth, and the Ml faith and credit of the Commonwealth are pledged to the payment ofthe principal of and interest on the Bonds. The Preliminary Official Statement referred to below contains certain information regarding statutory limits on state tax revenue growth and on expenditures for debt service and shoidd be read in conjunction herewith. Time. Bids vwll be received by flie Commonwealth via Parity at 10:30 a.m. (Boston time) on May 22, 2012 (subject to the provisions described below under the cation "Procedures for Electronic Bidding") or at such later date and/or other time as shall be established by the State Treasurer and communicated on Thomson Municipal Market Monitor News (www.tm3.com) ("TM3"), as described herein under the caption "Change of Bid Date or Tune." If no legal bid or bids are received for tiK Bonds on May 22, 2012, an alternative date and time may be designated by the State Treasurer and communicated on TM3. Detaas of the Bonds. The Boiids will be dated and bear interest, calculated on the basis of 30-day months and a 360-day year, from the date of delivery, at the rate per annum per maturity specified by the success&l bidder, payable semiannually on Decemba-1 and June 1 in each year until maturity, beginning Decemberl, 2012. The Bonds shall mature or come due through mandatory sinking fund redenqitions on June 1 of each year, as shown below, in the principal amounts specified by the successfiil bidden June 1 Principal Amounts' 2023 , $40,000,000 2024 40,000,000 2025 40,000 ,000 2026 40,000.00 0 2027 35,000,00 0 2028 55,000:.00 0 2041 66,000 ,000 2042 34,000.00 0 The Boiids will be issued as serial bonds or as a combination of serial bonds and term bonds in accordance with the bid submitted by the success&l bidder (see "Baling Parameters" below). The Bonds will be issued by means of a book-entry-only system evidencing ownership therein, in principal amounts of $5,000 or integral multiples thereof; and transfer thereof oa the records of The Depository Trast Conqiany ("DTC) and its participants. The book-entry-only system is rwire fiilly described in the Preliminary Official Statement. Preliminary, subject to change. D-1 Redemption. Optional Redemption. The Bonds will be subject to redemption on any date prior to their stated maturity dates on and after June 1, 2020' at the option ofthe Commonwealth from any monies legally available tiierefor, in whole or in part at any time, by lot, at 100% ofthe principal amoimt thereof, plus accrued interest to the redemption date. Adjustments to Principal Amount. Changes Prior to Bidding. The preliminary aggregate principal amount of the Bonds and the preliminary annual principal amounts as set forth in this Notice of Sale (the "Preliminary Aggregate Principal Amount" and the "Preliminary Annual Principal Amounts," respectively; collectively, the 'Treliminary Amounts") may be revised before the receipt of electronic bids for the purchase of the Bonds. Any such revisions (the "Revised Aggregate Principai Amoimt" and the "Revised Annual Principal Amounts," respectively; collectively, fhe "Revised Amounts") will be ANNOUNCED on TM3 not later tiian 9:30 a.m (Boston time) on ANY ANNOUNCED DATE FOR RECEIPT OF BIDS. In the event tiiat no such revisions are made, tiie Preluninary Amounts will constitute the Revised Amounts. Bidders shall submit bids BASED ON THE REVISED AMOUNTS. Changes to the Winning Bid. After selecting the winning bid, the Commonwealth will determine the final aggregate principal amount of tiie Bonds and each final annual principal amount (tiie "Final Aggregate Principal Amount" and the "Final Annual Principal Amounts," respectively; collectively, the "Final Amounts"). In determining the Final Amounts, the Commonwealth will not reduce or increase the Revised Aggregate Principal Amount by more than 10% of such amount. THE SUCCESSFUL BIDDER MAY NOT WITHDRAW ITS BID OR CHANGE THE INTEREST RATES BID OR THE INITL\L REOFFERING PRICES (AS HEREIN DEFINED) AS A RESULT OF ANY CHANGES MADE TO THE REVISED AMOUNTS WITHIN THESE LIMITS. The dollar amount bid by the successfiil bidder will be adjusted to reflect any adjustments in the aggregate principal amount of the Bonds. Such adjusted bid price will reflect changes in tiie dollar amount ofthe underwriters discount and original issue discount/premium, if any, but will not change the selling coinpensation per $1,000 of par amount of the Bonds from the selling compensation that would have been received based on the purchase price in the winning bid and the initial reoffering prices.
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