EFC Refunding Bonds 2024 — Bond Counsel Engagement Letter

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PHONE: 212-820-9300 7 WORLD TRADE CENTER FAX: 212-514-8425 250 GREENWICH STREET NEW YORK, NY 10007 WWW.HAWKINS.COM

NEW YORK WASHINGTON NEWARK HARTFORD LOS ANGELES SACRAMENTO SAN FRANCISCO PORTLAND ANN ARBOR RALEIGH

(212) 820-9662

December 15, 2023

Village of Red Hook, New York EFC Refunding Bonds 2024 (Our File Designation: 5955/44593

Karen Smythe Mayor Village of Red Hook 7467 South Broadway Red Hook, New York 12571

Dear Mayor Smythe:

We hereby confirm that it will be our pleasure to serve as bond counsel to the Village of Red Hook, New York (the “Village”) in connection with the issuance of Refunding Bonds (the “Bonds”) to be issued by the Village through the New York State Environmental Facilities Corporation (“EFC”). The Refunding Bonds will be issued for the purpose of refinancing the currently outstanding bonds issued through USDA Rural Development. The Bonds will evidence the Village’s obligation to repay a loan made to the Village pursuant to a Project Finance Agreement between EFC and the Village.

Our services relating to this financing will include: preparation of the refunding bond resolution and all related documents for publication and posting; review of all preliminary documents prepared by EFC, including the Project Finance Agreement; review and approval of the bond maturity schedule for the bonds; preparation of various closing documents; review of additional closing documents prepared by EFC; preparation or review of the Bonds; telephone and written communications with EFC; and rendering of our final approving legal opinion. Our fee for the services described above will be not in excess of $15,000.

As you know, EFC has requested that the Village provide a document signed on behalf of the Village and this firm, confirming our representation and fee arrangement.

3855860.1 044593 AGMT

May we ask, therefore, that you arrange for either you or any other authorized officer of the Village to sign below to indicate the Village’s agreement with and acceptance of the above, and forward a signed copy hereof to us for our records.

With best regards, I am

Very truly yours,

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Robert P. Smith

READ AND AGREED TO:

VILLAGE OF RED HOOK, NEW YORK

DATE:_____________________________________

By:________________________________________

Title:_______________________________________

3855860.1 044593 AGMT