Anaheim City Council
September 27, 2022

1 AmericasActive:16951563.8
W&S Draft-09/16/22
$[__________]

ANAHEIM PUBLIC FINANCING AUTHORITY

TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA IMPROVEMENT PROJECT)
2023 SERIES [●]

PURCHASE CONTRACT
_____________, 2023
Anaheim Public Financing Authority
200 South Anaheim Boulevard
Anaheim, California 92805
City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Ladies and Gentlemen:

The undersigned, J.P. Morgan Securities LLC, as underwriter (the “Underwriter”), hereby offers to enter into this Purchase Contract (the “Purchase Contract”) with the Anaheim Public Financing Authority (the “Authority”) and the City of Anaheim (the “City”), which, upon the acceptance of this offer by the Authority and the City, will be binding upon the Authority, the City and the Underwriter. This offer is made subject to written acceptance by the Authority and the City prior to 11:59 P.M., California time, on the date hereof. If this offer is not so accepted, this offer will be subject to withdrawal by the Underwriter upon notice delivered by the Underwriter to the Authority and the City at any time prior to acceptance by the Authority and the City. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Official Statement (as defined herein).

1. Purchase, Sale and Delivery of the Series 2023[●] Bonds. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase and the Authority agrees to sell and deliver to the Underwriter all (but not less than all) of the $[___________] Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] (the “Series 2023[●] Bonds”). The purchase price for the Series 2023[●] Bonds shall be $[___________] (consisting of the $[___________] aggregate principal amount of the Series 2023[●] Bonds less $[___________] of 2 AmericasActive:16951563.8
Underwriter’s discount). The Series 2023[●] Bonds shall be dated the date of delivery thereof and shall mature on such dates, shall bear interest at such rates and shall be subject to redemption, all as set forth on Schedule I attached hereto. Interest on the Series 2023[●] Bonds shall be payable semiannually on [_____ 1] and [_____ 1] of each year, commencing [_____ 1], 2023. (b) The Series 2023[●] Bonds shall be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (commencing with Section 6584) of the California Government Code and other applicable laws of the State of California (the “Act”), a resolution adopted by the Board of Directors of the Authority on [_____________], 2023, and a Master Indenture as supplemented by a ______ Supplemental Indenture, each dated as of [_______ 1], 2023 (as supplemented by the ______ Supplemental Indenture and as further supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), substantially in the form previously submitted to the Underwriter, with only such changes therein as shall be agreed upon by the Authority, the City and the Underwriter.
(c) Simultaneously with the issuance of the Series 2023[●] Bonds, the Authority will be issuing its Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●], in the aggregate principal amount of $[_____________] (the “Series 2023[●] Bonds” and, together with the Series 2023[●] Bonds, the “Series 2023 Bonds”) pursuant to a [Second] Supplemental Indenture by and among the Authority, the City and the Trustee, in order to finance certain costs of the Project. (d) The Series 2023[●] Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of the Indenture. The Series 2023[●] Bonds are special obligations of the Authority and shall be secured by a pledge of the Lease Revenues, consisting primarily of the Base Rental Payments, paid by the City pursuant to the Lease Agreement, dated as of [__________ 1], 2023, by and between the Authority, as lessor, and the City, as lessee (the “Lease Agreement”), and of amounts held in the pledged accounts established pursuant to the Indenture, the Accounts Agreement and the Management Agreement, subject only to the provisions of the Indenture, the Accounts Agreement and the Construction Disbursement Agreement permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture, the Accounts Agreement and the Construction Disbursement Agreement.

Pursuant to the Assignment Agreement, dated as of [__________ 1], 2023, between the Authority and the Trustee (the “Assignment Agreement”), the Series 2023 Bonds (including the Series 2023[●] Bonds) are further secured by an assignment of all of the Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement (including, without limitation, its right to receive the Lease Revenues (including the Base Rental Payments) to be paid by the City under and pursuant to the Lease Agreement) and the right to exercise any remedies provided in the Lease Agreement in the event of a default by the City thereunder, except that the Authority will retain its obligations under the Lease Agreement and the Ground Lease, its rights to indemnification, to give approvals and consents under the Lease Agreement and the Ground Lease and to payment or reimbursement of its reasonable costs and expenses under the Lease Agreement.

The Property is initially leased by the City to the Authority pursuant to a Ground Lease, dated as of [__________ 1], 2023 (the “Ground Lease”), by and between the City, as lessor, and the Authority, as lessee. The portion of the Property comprising the Additional Project Property is leased by TS Anaheim, LLC (the “Additional Project Property Owner”) (an affiliate of the 3 AmericasActive:16951563.8
Manager) to the City pursuant to a Site Lease, dated as of [__________ 1], 2023 (the “Site Lease”), by and between the Additional Project Property Owner, as landlord, and the City, as tenant. (e) Anaheim Arena Management, LLC (the “Manager”) will, with the consent of the City, enter into a Pledge and Security Agreement, dated as of [_______], 2023, with the Trustee (the “Security Agreement”), pursuant to which the Manager will, among other things, grant to the Trustee (for the benefit of the owners of the Series 2023[●] Bonds and the Series 2023[●] Bonds), a senior security interest in (a) its right, title and interest in and to the Management Agreement and all other contracts relating to revenues (including the NHL Team Agreement), (b) the Gross Revenues received by the Manager or owed to the Manager and deposited in the Operating Account, and (c) all personal property held by the Manager and related to the operations of the Arena and the other components of the Project.
(f) The Authority will apply, or cause the application of, the proceeds of the Series 2023[●] Bonds as follows: (i) to deposit into the Construction Account for use by the Manager (on behalf of the City) to pay or reimburse the costs of designing, developing (including, without limitation, pre-development activities), constructing, equipping and furnishing the Project (collectively, the “Project Costs”), in each case subject to the Construction Budget and review and sign-off by the Construction Monitor in accordance with the terms of the Construction Disbursement Agreement; (ii) fund interest and fees due on the Series 2023[●] Bonds for a period of two years, and (iii) pay fees and expenses incurred in connection with the issuance and sale of the Series 2023[●] Bonds.
(g) The Authority, the City and the Manager will undertake, pursuant to a Continuing Disclosure Agreement relating to the Series 2023[●] Bonds (the “Continuing Disclosure Agreement”), to provide certain annual financial information and operating data relating to the Authority, the City and the Manager, as applicable, and notices of the occurrence of certain events. A description of this undertaking and the proposed form of Continuing Disclosure Agreement are set forth in the Preliminary Official Statement (as defined herein) and will be set forth in the Official Statement (as defined herein).
(h) The Indenture, the Series 2023[●] Bonds, the Assignment Agreement, the Accounts Agreement, the Construction Disbursement Agreement, the Site Lease, the Ground Lease, the Lease Agreement, the Management Agreement, the Covenant Agreement, the Security Agreement, the Consents to Collateral Assignment, the NHL Team Agreement, the Non- Relocation Agreement, the Recognition and Acknowledgement Agreement, the Continuing Disclosure Agreement and this Purchase Contract are herein referred to as the “Financing Documents”.
(i) At 8:00 o’clock A.M., California time, on [____________], 2023, or at such other time or on such other date as mutually agreed upon by the Authority and the Underwriter (such time and date herein referred to as the “Closing Date”), the Authority will, subject to the terms and conditions hereof, sell and deliver, or cause to be delivered, the Series 2023[●] Bonds to or for the account of the Underwriter, in definitive form, duly executed and authenticated, together with the other documents mentioned herein, and subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Series 2023[●] Bonds as set forth in subparagraph (a) above in immediately available funds to the order of the 4 AmericasActive:16951563.8
Trustee (such delivery and payment being herein referred to as the “Closing”). Sale, delivery and payment as aforesaid shall be made at the offices of Stradling Yocca Carlson & Rauth, a Professional Corporation (“Bond Counsel”), 660 Newport Center Drive, Suite 1600, Newport Beach, CA 92660, or such other place as shall have been mutually agreed upon by the Authority, the City and the Underwriter, except that the Series 2023[●] Bonds shall be delivered through the Trustee via the F.A.S.T. delivery book-entry system of The Depository Trust Company (“DTC”) in New York, New York, or at such other place as shall have been mutually agreed upon by the Authority, the City and the Underwriter, in fully registered book-entry eligible form (which may be typewritten) and registered in the name of Cede & Co. as nominee of DTC.

2. Public Offering. The Underwriter agrees to make an initial public offering of all the Series 2023[●] Bonds at the public offering prices or yields set forth on Schedule I attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices or yields as it deems necessary in connection with the marketing of the Series 2023[●] Bonds. The Series 2023[●] Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.

3. Use and Preparation of Official Statement. The Authority and the City hereby ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of an official statement in preliminary form dated [____________], 2023 relating to the Series 2023[●] Bonds (which, together with all appendices thereto, is referred to herein as the “Preliminary Official Statement”). The Authority, the City and the Manager have deemed final the Preliminary Official Statement as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2-12. The Authority and the City hereby agree to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, copies (in printed or electronic form) of the final official statement, dated the date hereof (which, together with all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements to such official statement as have been approved by the Authority, the City, the Manager and the Underwriter is referred to herein as the “Official Statement”) in sufficient quantity to enable the Underwriter to comply with the rules of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. The Authority and the City hereby approve of the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the offer and sale of the Series 2023[●] Bonds. At the time of or prior to the Closing Date, the Underwriter shall file a copy of the Preliminary Official Statement in printed or electronic form with, and as permitted by, the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access System. The Underwriter shall advise the Authority and the City of the date of such filing.

4. Representations, Warranties and Agreements of the Authority. The Authority hereby represents, warrants and agrees with the Underwriter as follows:
(a) The Authority is, and will be on the Closing Date, a joint powers agency of the State of California organized and operating pursuant to the laws of the State of California with the full power and authority to issue the Series 2023[●] Bonds pursuant to the Act, to execute and deliver the Official Statement and to enter into the Indenture, the Assignment Agreement, the Accounts Agreement, the Ground Lease, the Lease Agreement, [the Landlord Estoppel Certificate 5 AmericasActive:16951563.8
(Lease Agreement),] the Continuing Disclosure Agreement and this Purchase Contract (collectively, the “Authority Documents”) and, when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority in accordance with their respective terms. (b) By all necessary official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the Authority Documents.
(c) When delivered by the Authority and paid for by the Underwriter in accordance with the provisions of this Purchase Contract, the Series 2023[●] Bonds will have been duly authorized, executed and delivered and will constitute the legal, valid and binding special obligations of the Authority in conformity with, and entitled to the benefit and security of, the Indenture and the Assignment Agreement.
(d) The Authority will deliver the duly executed Series 2023[●] Bonds and the Authority Documents on the Closing Date and, when executed and delivered, the Series 2023[●] Bonds and the Authority Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (e) None of the Authority’s proceedings or authority for the issuance, sale, execution and delivery of the Series 2023[●] Bonds, or the execution and delivery of the Authority Documents, or the adoption of the resolution or resolutions of the governing body of the Authority authorizing the issuance, sale, execution and delivery of the Series 2023[●] Bonds and the Authority Documents, has been repealed, modified, amended, revoked or rescinded. (f) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the Authority will be in compliance with the covenants and agreements contained in the Authority Documents, and no event of default and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder shall have occurred and be continuing that would materially adversely affect the due performance by the Authority of its obligations under the Authority Documents.
(g) The Authority is not in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any 6 AmericasActive:16951563.8
material respect under any such instrument which would affect its ability to perform under the Authority Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Official Statement and the Authority Documents and compliance with the provisions on the Authority’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or 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 properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral Documents. (h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the Authority after reasonable investigation, threatened against the Authority in any material respect affecting the existence of the Authority or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds or contesting or affecting, as to the Authority, the validity or enforceability of the Series 2023[●] Bonds or the Authority Documents or contesting the powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Authority Documents.
(i) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture 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 2023[●] Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Series 2023[●] Bonds and the Authority Documents have been duly obtained.
(j) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as it may reasonably request in order (i) to qualify the Series 2023[●] 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 as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, 7 AmericasActive:16951563.8
however, that in no event shall the Authority be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (k) As of its date and the date hereof, the information contained under the captions “INTRODUCTION — General Purpose and Background”, “— Summary of Security and Sources of Repayment for the Series 2023[●] Bonds” and “— Summary of the Series 2023[●] Bonds and Additional Bonds”; “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS”; “PROJECT PARTICIPANTS — The Authority”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”; and “LITIGATION — The Authority” (collectively, the “Authority Information”) in the Preliminary Official Statement, did not, except as to the information permitted to be omitted by Rule 15c2-12, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (p) of this Section 4) for the Series 2023[●] Bonds, the Authority Information contained in the Preliminary Official Statement and the Official Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(m) If between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding information concerning DTC and the book-entry system and the information under the caption “UNDERWRITING” (collectively, the “Excluded Information”) as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority will notify the Underwriter, and, if in the opinion of the Authority, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the Authority will forthwith prepare and furnish to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, 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 Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request.
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(n) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (m) of this Section 4, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions constitute Authority Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(o) After the Closing Date, the Authority will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing. (p) As used in this Section 4 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the Authority shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the Authority may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.
(q) The Authority will apply, or cause the application of, the proceeds of the Series 2023[●] Bonds in accordance with the Indenture and the Accounts Agreement. (r) Any certificate signed by any authorized official of the Authority, and delivered to the Underwriter in connection with the delivery of the Series 2023[●] Bonds and the Authority Documents, shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein.
(s) Between the date of this Purchase Contract and the Closing Date, the Authority will not, without the prior written consent of the Underwriter, and except as disclosed in the Preliminary Official Statement and the Official Statement, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent. (t) Except as disclosed in the Preliminary Official Statement and the Official Statement, the Authority has not failed to comply in all material respects with the terms of any continuing disclosure obligation under Rule 15c2-12 within the past five (5) years.

5. Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees with the Underwriter as follows:
(a) The City is, and will be on the Closing Date, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into and perform its duties under the Indenture, the Accounts Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Agreement, the Management 9 AmericasActive:16951563.8
Agreement, the Recognition and Acknowledgment Agreement, the Continuing Disclosure Agreement, and this Purchase Contract (collectively, the “City Documents”) and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms. (b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents. (c) The City will deliver the duly executed City Documents on the Closing Date, and, when executed and delivered, the City Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (d) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded.
(e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder. (f) The City is not in any breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the City Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or 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 properties or assets of the City under the terms of any such law, 10 AmericasActive:16951563.8
administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral Documents. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the City after reasonable investigation, threatened against the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds or contesting or affecting, as to the City, the validity or enforceability of the Series 2023[●] Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (h) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture 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 2023[●] Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. (i) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as it may reasonably request in order (i) to qualify the Series 2023[●] 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 as the Underwriter may designate and (ii) to determine the eligibility of the Series 2023[●] Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Series 2023[●] Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (j) As of its date and the date hereof, the information contained in the Preliminary Official Statement (excluding the information contained under the captions “INTRODUCTION — Summary of the Project and Construction” and “— Summary of Potential COVID-19 Impacts”; “PROJECT PARTICIPANTS — The Authority”, “— The Manager”, “— TeamCo”, “— The Construction Monitor/Independent Engineer”, “— The Developer”, “— The Architects” and “— The Insurance Broker”; “ARENA MANAGEMENT AND OPERATIONS (except sub-sections “Project Leases and Agreements — Site Lease”, — Ground Lease”, — Lease Agreement” and “— Management Agreement”); “ARENA AND MANAGER FINANCES”; 11 AmericasActive:16951563.8
“RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks – Nonperformance by Design-Builder” and “— Risks Associated With Operations – National Hockey League”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”, “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” and “— Operations During a Reorganization Proceeding”; “LITIGATION — The Manager”, “— TeamCo” and “— The Arena/The Project”; “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM”; APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”; and APPENDIX S “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” THROUGH APPENDIX W “AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]” (collectively, the “City Excluded Information”) as to which no representation is made), did not, except as to the information permitted to be omitted by Rule 15c2-12, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) As of the date thereof and at all times subsequent thereto to and including the date which is twenty-five (25) days following the End of the Underwriting Period (as such term is hereinafter defined in paragraph (o) of this Section 5) for the Series 2023[●] Bonds, the information contained in the Preliminary Official Statement and the Official Statement (excluding the City Excluded Information) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) If between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, an event occurs which might or would cause the information contained in the Preliminary Official Statement or the Official Statement, as then supplemented or amended (excluding the Excluded Information as to which no representation is made), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Official Statement, as applicable, the City will forthwith prepare and furnish to the Underwriter (at the expense of the Manager) a reasonable number of copies of an amendment of or supplement to the Preliminary Official Statement or the Official Statement, as applicable (in form and substance satisfactory to the Underwriter) which will amend or supplement the Preliminary Official Statement or the Official Statement, as applicable, 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 Preliminary Official Statement or the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this paragraph, between the date hereof and the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request.
(m) If the information contained in the Preliminary Official Statement or the Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the 12 AmericasActive:16951563.8
time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Series 2023[●] Bonds, the portions of the Preliminary Official Statement or the Official Statement so supplemented or amended (only to the extent such portions do not constitute City Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(n) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Preliminary Official Statement or the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in wilting. (o) As used in this Section 5 and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Series 2023[●] Bonds shall mean the earlier of (i) the Closing Date unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Series 2023[●] Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Series 2023[●] Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period. (p) Any certificate signed by any authorized official of the City, and delivered to the Underwriter in connection with the delivery of the Series 2023[●] Bonds and the City Documents, shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein.
(q) Between the date of this Purchase Contract and the Closing Date, the City will not, without the prior written consent of the Underwriter, and except as disclosed in the Preliminary Official Statement and the Official Statement, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent. (r) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not failed to comply in all material respect with the terms of any continuing disclosure obligation under Rule 15c2-12 within the past five (5) years.

6. Conditions to the Obligations of the Underwriter. The Underwriter hereby enters into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein and the representations and warranties of the Authority and the City to be contained in the documents and instruments to be delivered on or prior to the Closing Date and upon the performance by the Authority, the City and the Manager of their obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriter’s obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Series 2023[●] Bonds shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties of the Authority, the City and the Manager contained herein and in the Financing Documents to which they are parties, as applicable, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Authority, the City and the Manager made in any certificate or other document 13 AmericasActive:16951563.8
furnished pursuant to the provisions hereof or the Financing Documents to which they are parties, to the performance by the Authority, the City and the Manager of their respective obligations to be performed hereunder (as applicable), under the Financing Documents to which they are parties and under such other documents and instruments at or prior to the Closing Date, and also shall be subject to the following additional conditions:
(a) The Underwriter shall receive, within seven (7) business days of the date hereof and at least in sufficient time to accompany any orders or confirmations that request payment from any customer, copies of the Official Statement (including all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements as have been approved by the Underwriter), in such quantity as the Underwriter shall have requested pursuant to Section 3 (Use and Preparation of Official Statement) hereof; (b) The representations and warranties of the Authority and the City contained herein shall be true and correct on the date hereof and on the Closing Date, as if made on and at the Closing Date;
(c) The representations and warranties of the Manager contained in the Management Agreement, the Accounts Agreement, the Covenant Agreement, the Security Agreement, the Consents to Collateral Assignment, the NHL Team Agreement, the Naming Rights Agreement, the Development Documents, the Site Lease, [the Landlord Estoppel Certificate (Site Lease),] the Recognition and Acknowledgment Agreement, [add any other AAM agreements], and the Continuing Disclosure Agreement (collectively, the “Manager Documents”) shall be true and correct on the date hereof and on the Closing Date, as if made on and at the Closing Date; (d) As of the Closing Date, the Series 2023[●] Bonds and the Financing Documents shall have been duly authorized, executed and delivered by the respective parties thereto, the Preliminary Official Statement shall have been authorized and the Official Statement shall have been duly authorized, executed and delivered by the Authority, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and such Financing Documents shall be in full force and effect and shall not have been amended, modified or supplemented and the Preliminary Official Statement or the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and there shall be in full force and effect such resolution or resolutions of the Board of Directors of the Authority and the City Council of the City as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby;
(e) Between the date hereof and the Closing Date, the market price or marketability, at the initial public offering prices set forth in the Preliminary Official Statement, of the Series 2023[●] Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the Authority and the City terminating the obligation of the Underwriter to accept delivery of and make any payment for the Series 2023[●] Bonds), by reason of any of the following:
(1) legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under 14 AmericasActive:16951563.8
Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter shall have been made or issued to the effect that obligations of the general character of the Series 2023[●] Bonds, or the Series 2023[●] Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under the Indenture Act of 1939, as amended;
(2) the outbreak or escalation in military hostilities or declaration by the United States of a national or international emergency or war or other calamity or crisis, or the escalation thereof, the effect of which on the financial markets is such as to make it impracticable or inadvisable to proceed with the offering or delivery of the Series 2023[●] Bonds as contemplated hereby or by the Preliminary Official Statement and the Official Statement; (3) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange, or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred;
(4) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Series 2023[●] Bonds or obligations of the general character of the Series 2023[●] Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;
(5) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Series 2023[●] Bonds, or the issuance, offering or sale of the Series 2023[●] Bonds, including any or all underlying obligations, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect;
(6) the withdrawal or downgrading of the rating of the Series 2023[●] Bonds by DBRS, Inc. or the rating on the Series 2023[●] Bonds shall have been placed on credit watch with a “Negative Outlook” by any rating agency then rating such Series 2023[●] Bonds (other than as previously disclosed in the Preliminary Official Statement); or (7) an event shall occur or be discovered which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Preliminary Official Statement or which is not reflected in the Preliminary Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and requires an amendment of or supplement to the Preliminary Official Statement.
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(f) At or prior to the Closing Date, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter:
(1) The Official Statement and each supplement or amendment, if any, thereto, executed by the Authority and approved by the City. (2) An executed original or certified copy, as applicable, of each of the Financing Documents, each duly executed and delivered by the respective parties thereto. (3) A certified copy of each of the Development Documents, each duly executed and delivered by the respective parties thereto. (4) The unqualified approving opinion of Bond Counsel, dated the Closing Date and addressed to the Authority, in substantially the form attached to the Official Statement as Appendix [Q] thereto and a reliance letter for such opinion, addressed to the Trustee. (5) The supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in substantially the form attached hereto as Exhibit A (Form of Supplemental Opinion of Stradling Yocca Carlson & Rauth as Bond Counsel). (6) The opinion of Stradling Yocca Carlson & Rauth as disclosure counsel to the Authority and the City, dated the Closing Date and addressed to the Authority, the City and the Underwriter, in substantially the form attached hereto as Exhibit B (Form of Opinion of Stradling Yocca Carlson & Rauth as Disclosure Counsel to the Authority and the City). (7) The opinion of Kutak Rock LLP as disclosure counsel to the Manager, dated the Closing Date and addressed to the Authority, the City, the Manager and the Underwriter, in substantially the form attached hereto as Exhibit C (Form of Opinion of Kutak Rock LLP as Disclosure Counsel to the Manager).
(8) The opinion of the City Attorney of the City, as counsel for the Authority, dated the Closing Date and addressed to the Underwriter, satisfactory in form and substance to the Underwriter, in substantially the form attached hereto as Exhibit D (Form of Opinion of the City Attorney of the City as counsel for the Authority). (9) The opinion of the City Attorney of the City, as counsel for the City, dated the Closing Date and addressed to the Underwriter, satisfactory in form and substance to the Underwriter, in substantially the form attached hereto as Exhibit E (Form of Opinion of the City Attorney of the City as counsel for the City).
(10) The opinion of counsel to the Trustee, dated the Closing Date and addressed to the Authority, the City, the Manager and the Underwriter, satisfactory in form and substance to the Underwriter, to the effect that (i) the Trustee has duly authorized, executed and delivered the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party, and has duly authenticated and delivered the Series 2023[●] Bonds on the Closing Date; (ii) the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party constitute the legally valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their respective terms, except that the 16 AmericasActive:16951563.8
enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; and (iii) such other matters as the Underwriter may reasonably request. (11) The opinion of counsel to the Manager and the Additional Project Property Owner, dated the Closing Date and addressed to the Authority, the City and the Underwriter, satisfactory in form and substance to the Underwriter, to the effect that (i) the Manager and the Additional Project Property Owner has duly authorized, executed and delivered the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents to which it is a party; (ii) the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents constitute the legally valid and binding obligations of the Manager and the Additional Project Property Owner, as applicable, enforceable against the Manager and the Additional Project Property Owner in accordance with their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; and (iii) such other matters as the Underwriter may reasonably request.
(12) The opinion of counsel to TeamCo, dated the Closing Date and addressed to the Authority, the City and the Underwriter, satisfactory in form and substance to the Underwriter, to the effect that (i) TeamCo has duly authorized, executed and delivered the NHL Team Agreement and the Non-Relocation Agreement; (ii) the NHL Team Agreement and the Non- Relocation Agreement constitute the legally valid and binding obligations of TeamCo, enforceable against TeamCo in accordance with their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; and (iii) such other matters as the Underwriter may reasonably request. (13) The opinion of Winston & Strawn LLP (“Underwriter’s Counsel”), dated the Closing Date and addressed to the Underwriter, satisfactory in form and substance to the Underwriter.
(14) A certificate, dated the Closing Date, signed by a duly authorized official of the Authority satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, certifying that: (i) the representations and warranties of the Authority contained in this Purchase Contract and the other Authority Documents are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such official after reasonable investigation, threatened (a) to restrain or enjoin the execution, sale or delivery of any of the Series 2023[●] Bonds, (b) in any way contesting or affecting the validity of the Series 2023[●] Bonds or the Authority Documents or the liens created by the Authority Documents or (c) in any way contesting the existence or powers of the Authority, nor to the best knowledge of such official after reasonable investigation, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would 17 AmericasActive:16951563.8
make invalid or adversely affect the authorization, execution, delivery or performance by the Authority of the foregoing; and (iii) no event affecting the Authority has occurred since the date of the Preliminary Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Authority Information in the Preliminary Official Statement or is not reflected in the Preliminary Official Statement but should be reflected therein in order to make the statements and information therein relating to the Authority not misleading in any material respect.
(15) A certificate, dated the Closing Date, signed by a duly authorized official of the City satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, certifying that: (i) the representations and warranties of the City contained in this Purchase Contract and the other City Documents are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such official, threatened (a) to restrain or enjoin the payment of the Base Rental Payments (as defined in the Indenture) or the execution and delivery of the City Documents, (b) in any way contesting or affecting the validity of the City Documents or the liens created by the City Documents or (c) in any way contesting the existence or powers of the City, nor to the best knowledge of such official after reasonable investigation, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would make invalid or adversely affect the authorization, execution, delivery or performance by the City of the foregoing; and (iii) nothing has come to the City’s attention which would cause the City to believe that the information contained in the Preliminary Official Statement (excluding the City Excluded Information), as of the date thereof and the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (16) A certificate, dated the Closing Date, signed by a duly authorized officer of the Trustee, satisfactory in form and substance to the Underwriter, certifying that: (i) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties and obligations under the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party; (ii) the Trustee is duly authorized to enter into the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party and to authenticate and deliver the Series 2023[●] Bonds to the Underwriter pursuant to the terms of the Indenture; (iii) the attached general resolution of the Trustee authorizing and approving the execution and delivery of the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party has been validly adopted and is true and correct and in full force and effect on the Closing Date; (iv) the authority, incumbency and specimen signatures of the authorized officers of the Trustee authorized to sign the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party; (v) the execution and delivery by the Trustee of the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party and compliance with the provisions on the Trustee’s part contained therein, and the authentication and delivery of the Series 2023[●] Bonds will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, agreement or instrument to which the Trustee is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to 18 AmericasActive:16951563.8
any federal or state securities or Blue Sky laws or regulations), 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 properties or assets held by the Trustee pursuant to the liens created by the Collateral Documents under the terms of any such law, administrative regulation, judgment, decree, agreement or instrument except as provided by the Collateral Documents; and (vi) to the Trustee’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or threatened against, the Trustee, affecting the existence of the Trustee or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Indenture or any other Financing Document to which it is a party against the Trustee, or contesting the power of the Trustee or its authority to enter into, adopt or perform its obligations under the Indenture or any other Financing Document to which it is a party, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Indenture or any other Financing Document to which it is a party against the Trustee or the authentication and delivery of the Series 2023[●] Bonds. (17) A certificate, dated the Closing Date, signed by a duly authorized officer of the Accounts Bank, certifying that: (i) the Accounts Bank is a California state-chartered banking corporation, having the full power and being qualified to enter into and perform its duties and obligations under the Accounts Agreement; (ii) the Accounts Bank is duly authorized to enter into the Accounts Agreement; (iii) the attached resolution of the board of directors or other governing body of the Accounts Bank authorizing and approving the execution and delivery of the Accounts Agreement has been validly adopted and is true and correct and in full force and effect on the Closing Date; (iv) the authority, incumbency and specimen signatures of the authorized officers of the Accounts Bank authorized to sign the Accounts Agreement, (v) the execution and delivery by the Accounts Bank of the Accounts Agreement and compliance with the provisions on the Accounts Bank’s part contained therein will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, agreement or instrument to which the Accounts Bank is a party or 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 Pledged Accounts held by the Accounts Bank pursuant to the Accounts Agreement under the terms of any such law, administrative regulation, judgment, decree, agreement or instrument; and (vi) to the Accounts Bank’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or threatened against, the Accounts Bank, affecting the existence of the Accounts Bank or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Accounts Agreement against the Accounts Bank, or contesting the power of the Accounts Bank or its authority to enter into, adopt or perform its obligations under the Accounts Agreement, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Accounts Agreement against the Accounts Bank. (18) A certificate, dated the Closing Date, signed by a duly authorized officer of the Manager and the Additional Project Property Owner, satisfactory in form and substance to the Underwriter, certifying: (i) that it is a limited liability company organized and existing under the laws of the State of California (as evidenced by a good standing certificate), having the full power and being qualified to enter into and perform its duties and obligations under 19 AmericasActive:16951563.8
the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents to which it is a party; (ii) that it is duly authorized to enter into the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents to which it is a party; (iii) that the attached resolutions of its board of directors or other governing body authorizing and approving the execution and delivery of the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents to which it is a party have been validly adopted and are true and correct and in full force and effect on the Closing Date; (iv) as to the authority, incumbency and specimen signatures of its authorized officers authorized to sign the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents to which it is a party, (v) that the execution and delivery of the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents to which it is a party and compliance with the provisions on its part contained therein will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, agreement or instrument to which it is a party or 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 properties or assets held by it pursuant to the liens created by the Security Agreement under the terms of any such law, administrative regulation, judgment, decree, agreement or instrument except as provided by the Security Agreement; (vi) that to its’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or threatened against, it, affecting its existence or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of any Manager Document against it, or contesting its power or its authority to enter into, adopt or perform its obligations under any Manager Document to which it is a party, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of any Manager Document against it; (vii) with respect to the Manager only, that as of its date and the Closing Date, the information contained in the Preliminary Official Statement and the Official Statement (excluding the information contained under the captions “PROJECT PARTICIPANTS — The Authority” and “— The City”; “CITY OF ANAHEIM”; “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the City; Enforceability of Documents with Respect to the Bankruptcy of the City” and “— Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority”; “LITIGATION — The Authority” and “— The City”; “APPENDIX A — General Demographic Information Regarding the City of Anaheim”; and “APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM” (collectively, the “Manager Excluded Information”) as to which no representation is made), did not, except as to the information permitted to be omitted by Rule 15c2-12, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (viii) with respect to the Manager only, nothing has come to the Manager’s attention which would cause the Manager to believe that the information contained in the Preliminary Official Statement and the Official Statement (excluding the Manager Excluded Information), as of the date thereof and the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ix) with respect to the Manager only, since [____], 20[__], except as referred to in or as contemplated by the Preliminary Official Statement, the Manager has not incurred any financial liabilities, direct or contingent, or entered into any transactions and there has not been any adverse 20 AmericasActive:16951563.8
change in the condition, financial or physical, of the Manager, in any case that would materially and adversely affect the ability of the Manager to meet its obligations under the Management Agreement; and (x) such other matters as the Underwriter may reasonably request. (19) A certificate, dated the Closing Date, signed by a duly authorized officer of TeamCo, satisfactory in form and substance to the Underwriter, certifying that: (i) TeamCo is a limited liability company organized and existing under the laws of the State of California (as evidenced by a good standing certificate), having the full power and being qualified to enter into and perform its duties and obligations under the NHL Team Agreement and the Non- Relocation Agreement; (ii) TeamCo is duly authorized to enter into the NHL Team Agreement and the Non-Relocation Agreement; (iii) the attached resolutions of the board of directors or other governing body of TeamCo authorizing and approving the execution and delivery of the NHL Team Agreement and the Non-Relocation Agreement have been validly adopted and are true and correct and in full force and effect on the Closing Date; (iv) the authority, incumbency and specimen signatures of the authorized officers of TeamCo authorized to sign the NHL Team Agreement and the Non-Relocation Agreement, (v) the execution and delivery by TeamCo of the NHL Team Agreement and the Non-Relocation Agreement and compliance with the provisions on TeamCo’s part contained therein will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, agreement or instrument to which TeamCo is a party or 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 properties or assets held by TeamCo under the terms of any such law, administrative regulation, judgment, decree, agreement or instrument; and (vi) to TeamCo’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or threatened against, TeamCo, affecting the existence of TeamCo or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the NHL Team Agreement or the Non-Relocation Agreement against TeamCo, or contesting the power of TeamCo or its authority to enter into, adopt or perform its obligations under the NHL Team Agreement or the Non-Relocation Agreement, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the NHL Team Agreement or the Non-Relocation Agreement against TeamCo.
(20) A certified copy of the Resolution of the Board of Directors of the Authority authorizing and approving the issuance and sale of the Series 2023[●] Bonds and the execution and delivery of the Series 2023[●] Bonds, the Authority Documents and the Official Statement, certified by an authorized official of the Authority (satisfactory to the Underwriter) as being validly adopted and true and correct and in full force and effect on the Closing Date. (21) A certified copy of the Resolution of the City Council of the City authorizing and approving the execution and delivery of the City Documents and the Official Statement, certified by an authorized official of the City (satisfactory to the Underwriter) as being validly adopted and true and correct and in full force and effect on the Closing Date. (22) A certified copy of the general resolution of the Trustee authorizing the execution and delivery of the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party, certified by an authorized officer of the Trustee as 21 AmericasActive:16951563.8
being validly adopted and true and correct and in full force and effect on the Closing Date and as to the authority, incumbency and specimen signatures of the authorized officers of the Trustee authorized to sign the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party.
(23) A certified copy of the resolution of the board of directors or other governing body of the Accounts Bank authorizing the execution and delivery of the Accounts Agreement, certified by an authorized officer of the Accounts Bank as being validly adopted and true and correct and in full force and effect on the Closing Date and as to the authority, incumbency and specimen signatures of the authorized officers of the Accounts Bank authorized to sign the Accounts Agreement.
(24) A certified copy of the resolution of the board of directors or other governing body of the Manager authorizing the execution and delivery of the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents, certified by an authorized officer of the Manager as being validly adopted and true and correct and in full force and effect on the Closing Date and as to the authority, incumbency and specimen signatures of the authorized officers of the Manager authorized to sign the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents. (25) A certified copy of resolution of the board of directors or other governing body of TeamCo authorizing the execution and delivery of the NHL Team Agreement and the Non-Relocation Agreement, certified by an authorized officer of TeamCo as being validly adopted and true and correct and in full force and effect on the Closing Date and as to the authority, incumbency and specimen signatures of the authorized officers of TeamCo authorized to sign the NHL Team Agreement and the Non-Relocation Agreement.
(26) Evidence satisfactory to the Underwriter that the ratings on the Series 2023[●] Bonds described in the Official Statement are in full force and effect as of the Closing Date.
(27) A copy of the financial model demonstrating that revenues received by the Manager under the Management Agreement are sufficient to achieve a 2.00:1:00 Pro-Forma Debt Service Coverage Ratio (as such term is defined in the Covenant Agreement) (taking into account all amounts due from the City pursuant to the Lease Agreement) from and after the fourth anniversary of the Series 2023[●] Bonds.
(a) A Financial Feasibility and Market Study Report from CAA ICON, together with a reliance letter (to the extent such Financial Feasibility and Market Study Report is not directly for the benefit of the Underwriter, JPMorgan, the Trustee and the City or does not by its terms provide for reliance thereon by the Underwriter, JPMorgan, the Trustee and the City) permitting the Underwriter, JPMorgan, the Trustee and the City to rely thereon. (b) A copy of the Insurance Report dated not more than thirty (30) days prior to the Closing Date, together with a reliance letter (to the extent such Insurance Report is not directly for the benefit of the Underwriter, JPMorgan, the Trustee and the City or does not by its terms provide for reliance thereon by the Underwriter, JPMorgan, the Trustee and the City) 22 AmericasActive:16951563.8
permitting the Underwriter, JPMorgan, the Trustee and the City to rely thereon, certifying that the insurance program for the Arena and the Project is sufficient and consistent with that of other comparable professional sports arenas of similar scope; and (ii) certificates from the Insurance Broker that all insurances required to be maintained by the City and/or the Manager pursuant to the terms of Section [●] of the Lease Agreement and Section [●] of the Management Agreement and Section [●] of the Covenant Agreement, respectively, (A) are in full force and effect, and (B) all premia due at that time under each relevant insurance have been paid, together with endorsements naming the Trustee (for the benefit of the Owners of the Bonds) as additional insured thereunder.
(28) A copy of the title insurance policy required under Section 5.06 (Title Insurance) of the Lease Agreement (or an irrevocable commitment to issue such title insurance policy).
(29) A copy of the monthly draw schedule for payment or reimbursement of Project Costs from the proceeds of the Series 2023[●] Bonds. (30) Copies of the Construction Budget and the plans and specifications for the Project.
(c) A correct and complete copy of the Annual Operating Budget through the fiscal year ending [_______, 20___].
(31) Evidence that each account and Pledged Account required under the Indenture and the Accounts Agreement, respectively, has been established and funded in accordance with the terms of the Indenture and the Accounts Agreement, respectively. Evidence satisfactory to the Underwriter that the proceeds of each Series 2023[●] Bonds deposited in the Construction Account has been applied and disbursed in accordance with the terms of the Indenture and the Construction Disbursement Agreement.
(32) Evidence satisfactory to the Underwriter that the $42,600,000 Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Financing Project) 2003 Series A (the “Series 2003 Bonds”), have been redeemed in full and the lease agreement and all other agreements and documents relating to the Series 2003 Bonds have been terminated.
(33) A copy of the Blue Sky Memoranda with respect to the Series 2023[●] Bonds prepared by Underwriter’s Counsel.
(34) A copy of the Report of Proposed Debt Issuance and Notice of Final Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855 of the California Government Code. (35) At least ten (10) days prior to the date of the Closing, the Underwriter shall have received all requested documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, regarding the Authority, the City, the Manager, TeamCo, the Trustee, the Accounts Bank and any other person or entity. 23 AmericasActive:16951563.8
(36) All conditions precedent set forth in Section 2 (Conditions Precedent to Closing) of the Covenant Agreement shall have been satisfied by the Manager or waived in writing by the Underwriter.
(37) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter, Underwriter’s Counsel or Bond Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the representations of the Authority, the City and the Manager contained herein and in the other Financing Documents and of the statements and information contained in the Official Statement, and the due performance or satisfaction by the Authority, the City and the Manager on or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the Authority, the City and the Manager in connection with the transactions contemplated hereby and by the Official Statement and the Financing Documents.

If the Authority shall be unable to satisfy the conditions to the Underwriter’s obligations contained in this Purchase Contract or if the Underwriter’s obligations shall be terminated for any reason permitted herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the Authority and neither the Underwriter nor the Authority shall have any further obligations hereunder.

7. Expenses.
(a) The Underwriter shall be under no obligation to pay, and the Authority or the City shall pay, any expenses incident to the performance of the Authority’s obligations hereunder including, but not limited to: (i) the cost of preparation, printing and distribution of the Financing Documents, the Preliminary Official Statement, the Official Statement and any supplements or amendments thereto, including a reasonable number of certified or conformed copies thereof; (ii) the cost of preparation and printing of the Series 2023[●] Bonds; (iii) the fees and disbursements of Bond Counsel and disclosure counsel; (iv) the fees and disbursements of any engineers, accountants and other experts, consultants or advisors retained by the Authority or the City; (v) fees for bond ratings (which include fees of rating agencies and travel expenses of the Authority or the City); and (vi) the Underwriter’s out-of-pocket expenses incurred with respect to the financing, including (a) air travel and hotel costs in connection with the pricing of the Series 2023[●] Bonds, any investor meetings, any rating agency trips and the Closing, (b) meals and transportation for the Authority and the City, the Underwriter and other working group personnel during such trips, (c) expenses related to attending working group meetings, such as parking, meals and transportation, and (d) any other miscellaneous costs related to the Closing. (b) The Underwriter shall pay: (i) the cost of preparation and printing of this Purchase Contract and the Preliminary Blue Sky Memorandum; (ii) all advertising expenses and Blue Sky filing fees in connection with the public offering of the Series 2023[●] Bonds; (iii) fees, if any, payable to DTC, the California Debt and Investment Advisory Commission, the Municipal Securities Rulemaking Board, and the fees associated with obtaining CUSIP numbers for the Series 2023[●] Bonds; and (iv) all other expenses incurred by them in connection with the public offering of the Series 2023[●] Bonds not outlined in paragraph (a) above, including the fees and disbursements of Underwriter’s Counsel. Such fees and expenses may, with the consent of the City, be included in the expense component of the Underwriter’s discount. 24 AmericasActive:16951563.8
(c) Each of the Authority and the City acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Series 2023[●] Bonds.

8. Notices. Any notice or other communication to be given under this Purchase Contract will be given as follows: (i) if to the Authority, by delivering the same in writing to the Anaheim Public Financing Authority, 200 South Anaheim Boulevard, Anaheim, California 92805, Attention: Secretary; (ii) if to the City, by delivering the same in writing to the City of Anaheim, 200 South Anaheim Boulevard, Anaheim, California 92805, Attention: Finance Director/City Treasurer; (iii) if to the Manager, by delivering the same in writing to Anaheim Arena Management LLC, 2101 E Coast Highway, Suite 250, Corona del Mar, California 92625, Attention: General Counsel; and (iv) if to the Underwriter, by delivering the same in writing to the Underwriter, J.P.

Morgan Securities LLC, [______________], Attention: [_________], [Insert title].

9. Survival of Representations and Warranties. The Authority’s and the City’s representations, warranties and agreements contained in this Purchase Contract or made in any certificate delivered hereunder shall remain operative and in full force and effect, regardless of: (i) any investigations or statements made by or on behalf of the Underwriter; and (ii) delivery of and payment for the Series 2023[●] Bonds pursuant to this Purchase Contract.

10. Effectiveness and Counterpart Signatures. This Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by duly authorized officers of the Authority and duly authorized officers of the City and shall be valid and enforceable as of the time of such acceptance. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

11. Parties in Interest. This Purchase Contract is made solely for the benefit of the Authority, the City and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof.

12. No Fiduciary. The Authority and the City each acknowledge and agree that (i) the purchase and sale of the Series 2023[●] Bonds pursuant to this Purchase Contract is an arm’s- length commercial transaction between the Authority, the City, the Manager and the Underwriter, and that the Underwriter has financial and other interests that differ from those of the Authority, the City, and the Manager; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as an agent or fiduciary of the Authority, the City or the Manager; (iii) the Underwriter has not assumed (individually or collectively) an advisory or fiduciary responsibility in favor of the Authority, the City or the Manager with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority, the City or the Manager on other matters) and the Underwriter has no obligation to the Authority, the City or the Manager with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Contract; and (iv) the Authority, 25 AmericasActive:16951563.8
the City and the Manager have consulted their own legal, financial and other advisors to the extent they have deemed appropriate.

13. Waiver of Jury Trial. THE AUTHORITY, THE CITY AND THE

UNDERWRITER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY

WAIVE ANY RIGHT TO TRIAL BY JURY THE AUTHORITY, THE CITY OR THE

UNDERWRITER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN

EQUITY, IN CONNECTION WITH THIS PURCHASE CONTRACT OR ANY TRANSACTIONS RELATED HERETO.

14. Entire Agreement. This Purchase Contract constitutes the entire agreement between the parties hereto with respect to the matters covered hereby, and supersedes all prior agreements and understandings between the parties regarding the transaction contemplated by this Purchase Contract and the process leading thereto. This Purchase Contract shall only be amended, supplemented or modified in a writing signed by all of the parties hereto.

15. Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof.

16. Electronic Signature. Each of the parties hereto agrees that the transaction consisting of this Purchase Contract may be conducted by electronic means. Each party hereto agrees, and acknowledges that it is such party’s intent, that if such party signs this Purchase Contract using an electronic signature, it is signing, adopting, and accepting this Purchase Contract and that signing this Purchase Contract using an electronic signature is the legal equivalent of having placed its handwritten signature on this Purchase Contract on paper. Each party hereto acknowledges that it is being provided with an electronic or paper copy of this Purchase Contract in a usable format.

17. Governing Law. This Purchase Contract shall be construed in accordance with the laws of the State of California.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Very truly yours,
J.P. MORGAN SECURITIES LLC,
as Underwriter
By:_______________________________________
[Insert title]
Accepted:

ANAHEIM PUBLIC FINANCING

AUTHORITY
By:_________________________________
Executive Director

CITY OF ANAHEIM
By:_________________________________
Finance Director/City Treasurer
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SCHEDULE I
$[__________]

ANAHEIM PUBLIC FINANCING AUTHORITY

TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA IMPROVEMENT PROJECT)
2023 SERIES [●]

MATURITY SCHEDULE
Maturity Date
(______ 1)
Principal
Amount
Interest
Rate
____________________
* Term Bond

REDEMPTION PROVISIONS
Extraordinary Redemption from Insurance and Condemnation Proceeds. The Series 2023[●] Bonds are subject to redemption, in whole or in part, on any date, in Authorized Denominations, at the option of the Authority, from and to the extent of Insurance and Condemnation Proceeds received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Account pursuant to the Indenture, at a Redemption Price equal to the principal amount of the Series 2023[●] Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Optional Redemption at Par. The Series 2023[●] Bonds are subject to redemption prior to their respective stated maturities, at the option of the Authority, in whole or in part, on any date on or after [______ 1, 2033], in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2023[●] Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

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Optional Redemption with Make-Whole Payment. The Series 2023[●] Bonds are subject to redemption prior to ___________ 1, 20__, at the option of the Authority, as a whole or in part from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease Agreement, in Authorized Denominations, at the “Make-Whole Redemption Price”. The “Make-Whole Redemption Price,” as determined by the Authority, is the greater of (1) 100% of the principal amount of the Series 2023[●] Bonds being redeemed; and (2) the sum of the present values of the remaining unpaid scheduled payments of principal and interest on any Series 2023[●] Bonds being redeemed, not including any portion of those payments of interest accrued and unpaid to the date of redemption, discounted to the redemption date on a semi-annual basis, (assuming a 360-day year consisting of twelve 30-day months), at the Comparable Treasury Yield plus the following make-whole call spread for the Series 2023[●] Bonds maturing on the dates set forth below, plus accrued and unpaid interest on the Series 2023[●] Bonds to be redeemed on the redemption date:

Maturity Date
Make-Whole Call Spread
(Basis Points)
Mandatory Sinking Fund Redemption. The Series 2023[●] Bonds with stated maturities on _______ 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each _______ 1 on and after _______ 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Redemption Date
(_______ 1)
Principal
Amount
$
*
* Final Maturity.

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EXHIBIT A

FORM OF SUPPLEMENTAL OPINION OF

STRADLING YOCCA CARLSON & RAUTH AS BOND COUNSEL
[Closing Date]
J.P. Morgan Securities LLC,
as Underwriter
New York, New York
Anaheim Public Financing Authority
Taxable Lease Revenue Bonds
(Anaheim Arena Improvement Project), 2023 Series [●]
(Supplemental Opinion)
Ladies and Gentlemen:

This letter is provided pursuant to Section 6(f)(4) of the Purchase Contract, dated [_____ 1], 2023 (the “Purchase Contract”), by and among J.P. Morgan Securities LLC, as underwriter (the “Underwriter”), the Anaheim Public Financing Authority (the “Authority”) and the City of Anaheim (the “City”), providing for the purchase by the Underwriter of $[___________] aggregate principal amount of Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] (the “Series 2023[●] Bonds”). The Series 2023[●] Bonds are being issued pursuant to the Master Indenture, as supplemented by the ______ Supplemental Indenture, each dated as of [_______ 1], 2023 (as supplemented by the ______ Supplemental Indenture and as further supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the Authority, the City, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Capitalized undefined terms used herein have the meanings ascribed thereto in the Indenture.

We have delivered our final legal opinion (the “Bond Opinion”) as bond counsel to the Authority concerning the validity of the Series 2023[●] Bonds and certain other matters, dated the date hereof and addressed to the Authority. You may rely on the Bond Opinion as though the same were addressed to you.

In connection with our role as bond counsel to the Authority, we have reviewed the Indenture, the Financing Documents, the Purchase Contract, certain portions of the Preliminary Official Statement dated [_____ 1], 2023 (the “Preliminary Official Statement”) and the posted Official Statement, dated [_____ 1], 2023, relating to the Series 2023[●] Bonds (the “Official Statement”), opinions of counsel to the Authority, the City, the Trustee, the Manager, the Underwriter, certificates of the Authority, the City, the Trustee, the Manager and others, and such other documents, opinions and matters to the extent we deemed necessary to provide the opinions or conclusions set forth herein.

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The opinions and conclusions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions or conclusions may be affected by actions taken or omitted or events occurring after the original delivery of the Series 2023[●] Bonds on the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the original delivery of the Series 2023[●] Bonds on the date hereof. We have assumed the genuineness of all documents and signatures provided to us and the due and legal execution and delivery thereof by, and validity against, any parties other than the Authority and the City. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents referred to in the third paragraph hereof. We have further assumed compliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligations under the Purchase Contract, and the enforceability thereof, may be subject to bankruptcy, insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities such as the Authority and the City in the State of California. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute or having the effect of a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the Purchase Contract. Finally, we undertake no responsibility for the accuracy, except as expressly set forth in numbered paragraph 3 below, completeness or fairness of the Preliminary Official Statement or the Official Statement or other offering material relating to the Series 2023[●] Bonds and express no view or opinion relating thereto.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions or conclusions:

1. The Series 2023[●] Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.

2. The Purchase Contract has been duly executed and delivered by, and constitutes the valid and binding obligation of, each of the Authority and the City.

3. The statements contained in the Official Statement under the captions “THE SERIES 2023[●] BONDS”, “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS”, “_____________________”, “TAX MATTERS”, Appendix [__] – “SUMMARY OF THE _____________” and Appendix [__] – “SUMMARY OF THE _____________”, excluding any material that may be treated as included under such captions by cross reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Series 2023[●] Bonds, the Indenture, the Ground Lease, the Lease Agreement, the Assignment Agreement[, the Accounts Agreement] and certain matters addressed in the Bond Opinion, are accurate in all material respects.

This letter is furnished by us as bond counsel to the Authority. No attorney-client relationship has existed or exists between our firm and you in connection with the Series 2023[●] Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as A-3
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the Underwriter of the Series 2023[●] Bonds, is solely for your benefit as such Underwriter in connection with the original issuance of the Series 2023[●] Bonds on the date hereof, and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of the Series 2023[●] Bonds or by any other party to whom it is not specifically addressed.

Very truly yours,

STRADLING YOCCA CARLSON & RAUTH
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EXHIBIT B

FORM OF OPINION OF STRADLING YOCCA CARLSON & RAUTH AS DISCLOSURE

COUNSEL TO THE AUTHORITY AND THE CITY
[Closing Date]
Anaheim Public Financing Authority
Anaheim, California
City of Anaheim
Anaheim, California
J.P. Morgan Securities LLC,
as Underwriter
New York, New York
Anaheim Public Financing Authority
Taxable Lease Revenue Bonds
(Anaheim Arena Improvement Project), 2023 Series [●]
(Disclosure Counsel Letter)
Ladies and Gentlemen:

We have acted as disclosure counsel to the Anaheim Public Financing Authority (the “Authority”) and the City of Anaheim (the “City”) in connection with the issuance by the Authority of $[___________] aggregate principal amount of Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] (the “Series 2023[●] Bonds”). The Series 2023[●] Bonds are being issued pursuant to the Master Indenture, as supplemented by the ______ Supplemental Indenture, each dated as of [_______ 1], 2023 (as supplemented by the ______ Supplemental Indenture and as further supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the Authority, the City, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Capitalized undefined terms used herein have the meanings ascribed thereto in the Indenture.

In that connection, we have reviewed a copy of the posted Preliminary Official Statement, dated [________], 2023, relating to the Series 2023[●] Bonds (the “Preliminary Official Statement”), a copy of the posted Official Statement, dated [_____ 1], 2023, relating to the Series 2023[●] Bonds (the “Official Statement”), the Indenture, the Financing Documents, the Purchase Contract, dated [_____ 1], 2023 (the “Purchase Contract”), by and among J.P. Morgan Securities LLC, acting as underwriter (the “Underwriter”), the Authority and the City, certificates of the Authority, the City, the Trustee, the Manager, the Underwriter and others and the opinions referred to in Section 6(f) of the Purchase Contract, and we have made such investigations of law as we have deemed appropriate as a basis for the conclusions hereinafter expressed.

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In arriving at the conclusions hereinafter expressed, we are not expressing any opinion or view on, and with your permission are assuming and relying on, without independent assessment or inquiry, the validity, accuracy and sufficiency of the records, documents, certificates and opinions referred to above, including the accuracy of all factual matters represented and legal conclusions contained therein. We have assumed that all records, documents, certificates and opinions that we have reviewed, and the signatures thereto, are genuine. Our conclusions are limited to matters of federal securities laws, and we assume no responsibility with respect to the applicability or effect of any other laws. Our services did not include financial or other non-legal advice.

We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or in the Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. In our capacity as disclosure counsel to the Authority and the City, to assist it and the City in part of their responsibilities with respect to the Preliminary Official Statement and the Official Statement, we participated in conferences with representatives of the Authority, the City, the City Attorney of the City of Anaheim, as counsel to the Authority and the City, PFM Financial Advisors LLC, as municipal advisor to the City (the “Municipal Advisor”), the Trustee, the Manager and its counsel, the Underwriter, Winston & Strawn LLP, as counsel to the Underwriter, and others, during which the contents of the Preliminary Official Statement or the Official Statement and related matters were discussed.

Based on our participation in the above-mentioned conferences (which, with respect to the Preliminary Official Statement, did not extend beyond the date of the Purchase Contract, and with respect to the Official Statement did not extend beyond its date), and in reliance thereon, on oral and written statements and representations of the Authority, the City, the Manager and others and on the records, documents, certificates, opinions and matters herein mentioned, subject to the limitations of our role as disclosure counsel, we advise you as a matter of fact and not opinion that, during the course of our representation of the Authority and the City on this matter, (a) no facts had come to the attention of the attorneys in our firm rendering legal services with respect to the Preliminary Official Statement which caused us to believe as of the date of the Purchase Contract, based on the documents, drafts and facts in existence and reviewed as of that date, that the Preliminary Official Statement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except any information marked as preliminary or subject to change, any information permitted to be omitted by Securities and Exchange Commission Rule 15c2-12 or otherwise left blank and any other differences with the information in the Official Statement), and (b) no facts had come to the attention of the attorneys in our firm rendering legal services with respect to the Official Statement which caused us to believe that the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, we expressly exclude from the scope of this paragraph and express no view or opinion, with respect to both the Preliminary Official Statement and the Official Statement, about any CUSIP numbers, financial, accounting, statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about verification, feasibility, valuation, appraisals, real estate or environmental matters, any management discussion and analysis, any statements about compliance with prior continuing disclosure undertakings and any information about The A-6
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Depository Trust Company, the book-entry system, litigation, ratings and rating agencies, the Municipal Advisor, the Appendices thereto [(other than Appendices [__] and [__])], and the Underwriter included or referred to therein or omitted therefrom. No responsibility is undertaken or view expressed with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by or incorporated by reference in the Preliminary Official Statement or the Official Statement.

By acceptance of this letter, each of the Authority, the City and the Underwriter recognizes and acknowledges that (a) the preceding paragraph is not an opinion but in the nature of negative observations based on certain limited activities performed by specific lawyers in our firm in our role as disclosure counsel, and is provided to the Underwriter as part (subsidiary to the part performed by the Underwriter and its counsel) of the responsibilities of the Underwriter under certain securities laws, which may differ from the responsibilities of the Authority and the City, (b) the scope of those activities performed by us were inherently limited and do not purport to encompass all activities that the Authority, the City, the Manager or the Underwriter may be responsible to undertake, (c) those activities performed by us rely on third party representations, warranties, certifications and opinions, including and primarily, representations, warranties and certifications made by the Authority, the City and the Manager, and are otherwise subject to the conditions set forth herein, and (d) this letter may not be sufficient for or appropriate to your purposes.

This letter is furnished by us as disclosure counsel to the Authority and the City in connection with the original issuance of the Series 2023[●] Bonds on the date hereof. No attorney- client relationship has existed or exists between our firm and the Underwriter in connection with the Series 2023[●] Bonds or by virtue of this letter. Our engagement with respect to this matter has terminated as of the date hereof, and we disclaim any obligation to update this letter. This letter is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of Bonds or by any other party to whom it is not specifically addressed.

Very truly yours
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EXHIBIT C

FORM OF OPINION OF KUTAK ROCK LLP AS DISCLOSURE COUNSEL TO THE

MANAGER
[Closing Date]
Anaheim Public Financing Authority
Anaheim, California
City of Anaheim
Anaheim, California
Anaheim Arena Management, LLC,
Anaheim, California
J.P. Morgan Securities LLC,
as Underwriter
New York, New York
Anaheim Public Financing Authority
Taxable Lease Revenue Bonds
(Anaheim Arena Improvement Project), 2023 Series [●]
(Disclosure Counsel Letter)
Ladies and Gentlemen:

We have acted as disclosure counsel to Anaheim Arena Management, LLC (the “Manager”) and its affiliates in connection with the issuance by the Anaheim Public Financing Authority (the “Authority”) of $[___________] aggregate principal amount of Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] (the “Series 2023[●] Bonds”). The Series 2023[●] Bonds are being issued pursuant to the Master Indenture, as supplemented by the ______ Supplemental Indenture, each dated as of [_______ 1], 2023 (as supplemented by the ______ Supplemental Indenture and as further supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the Authority, the City of Anaheim (the “City”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Capitalized undefined terms used herein have the meanings ascribed thereto in the Indenture.

In that connection, we have reviewed a copy of the posted Preliminary Official Statement, dated [________], 2023, relating to the Series 2023[●] Bonds (the “Preliminary Official Statement”), a copy of the posted Official Statement, dated [_____ 1], 2023, relating to the Series 2023[●] Bonds (the “Official Statement”), the Indenture, the Financing Documents, the Purchase Contract, dated [_____ 1], 2023 (the “Purchase Contract”), by and among J.P. Morgan Securities LLC, acting as underwriter (the “Underwriter”), the Authority and the City, certificates of the Authority, the City, the Trustee, the Manager, the Underwriter and others and the opinions referred A-8
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to in Section 6(f) of the Purchase Contract, and we have made such investigations of law as we have deemed appropriate as a basis for the conclusions hereinafter expressed.

In arriving at the conclusions hereinafter expressed, we are not expressing any opinion or view on, and with your permission are assuming and relying on, without independent assessment or inquiry, the validity, accuracy and sufficiency of the records, documents, certificates and opinions referred to above, including the accuracy of all factual matters represented and legal conclusions contained therein. We have assumed that all records, documents, certificates and opinions that we have reviewed, and the signatures thereto, are genuine. Our conclusions are limited to matters of federal securities laws, and we assume no responsibility with respect to the applicability or effect of any other laws. Our services did not include financial or other non-legal advice.

We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or in the Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. In our capacity as disclosure counsel to the Manager, to assist it in part of its responsibilities with respect to the Preliminary Official Statement and the Official Statement, we participated in conferences with representatives of the Manager, the Authority, the City, the City Attorney of the City of Anaheim, as counsel to the Authority and the City, PFM Financial Advisors LLC, as municipal advisor to the City (the “Municipal Advisor”), the Trustee, the Underwriter, Winston & Strawn LLP, as counsel to the Underwriter, and others, during which the contents of the Preliminary Official Statement or the Official Statement and related matters were discussed. Based on our participation in the above- mentioned conferences (which, with respect to the Preliminary Official Statement, did not extend beyond the date of the Purchase Contract, and with respect to the Official Statement did not extend beyond its date), and in reliance thereon, on oral and written statements and representations of the Manager, the Authority, the City and others and on the records, documents, certificates, opinions and matters herein mentioned, subject to the limitations of our role as disclosure counsel, we advise you as a matter of fact and not opinion that, during the course of our representation of the Manager and its affiliates on this matter, (a) no facts had come to the attention of the attorneys in our firm rendering legal services with respect to the Preliminary Official Statement which caused us to believe as of the date of the Purchase Contract, based on the documents, drafts and facts in existence and reviewed as of that date, that the Preliminary Official Statement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except any information marked as preliminary or subject to change, any information permitted to be omitted by Securities and Exchange Commission Rule 15c2-12 or otherwise left blank and any other differences with the information in the Official Statement), and (b) no facts had come to the attention of the attorneys in our firm rendering legal services with respect to the Official Statement which caused us to believe that the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, we expressly exclude from the scope of this paragraph and express no view or opinion, with respect to both the Preliminary Official Statement and the Official Statement, about any CUSIP numbers, financial, accounting, statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information A-9
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about verification, feasibility, valuation, appraisals, real estate or environmental matters, any management discussion and analysis, any statements about compliance with prior continuing disclosure undertakings and any information about The Depository Trust Company, the book-entry system, litigation, ratings and rating agencies, the Municipal Advisor, the Appendices thereto [(other than Appendices [__] and [__])], and the Underwriter included or referred to therein or omitted therefrom. No responsibility is undertaken or view expressed with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by or incorporated by reference in the Preliminary Official Statement or the Official Statement.

By acceptance of this letter, each of the Authority, the City, the Manager and the Underwriter recognizes and acknowledges that (a) the preceding paragraph is not an opinion but in the nature of negative observations based on certain limited activities performed by specific lawyers in our firm in our role as disclosure counsel, and is provided to the Underwriter as part (subsidiary to the part performed by the Underwriter and its counsel) of the responsibilities of the Underwriter under certain securities laws, which may differ from the responsibilities of the Manager, (b) the scope of those activities performed by us were inherently limited and do not purport to encompass all activities that the Manager, the Authority, the City or the Underwriter may be responsible to undertake, (c) those activities performed by us rely on third party representations, warranties, certifications and opinions, including and primarily, representations, warranties and certifications made by the Manager, the Authority and the City, and are otherwise subject to the conditions set forth herein, and (d) this letter may not be sufficient for or appropriate to your purposes.

This letter is furnished by us as disclosure counsel to the Manager and its affiliates in connection with the original issuance of the Series 2023[●] Bonds on the date hereof. No attorney- client relationship has existed or exists between our firm and the Underwriter in connection with the Series 2023[●] Bonds or by virtue of this letter. Our engagement with respect to this matter has terminated as of the date hereof, and we disclaim any obligation to update this letter. This letter is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of Bonds or by any other party to whom it is not specifically addressed.

Very truly yours
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EXHIBIT D

FORM OF OPINION OF THE CITY ATTORNEY OF THE CITY

AS COUNSEL FOR THE AUTHORITY
[Closing Date]
J.P. Morgan Securities LLC,
as Underwriter
New York, New York
Anaheim Public Financing Authority
Taxable Lease Revenue Bonds
(Anaheim Arena Improvement Project), 2023 Series [●]
Ladies and Gentlemen:

As City Attorney of the City of Anaheim (the “City”), I have acted as counsel to the Anaheim Public Financing Authority (the “Authority”) in connection with the issuance of $[___________] aggregate principal amount of Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] (the “Series 2023[●] Bonds”).

The Series 2023[●] Bonds are being issued pursuant to the Master Indenture, as supplemented by the ______ Supplemental Indenture, each dated as of [_______ 1], 2023 (as supplemented by the ______ Supplemental Indenture and as further supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the Authority, the City, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

I have examined the following documents: (a) Resolution No. APFA-2022-______, adopted by the Board of Directors of the Authority on September ____, 2022 (the “Authority Resolution”), authorizing the execution and delivery of certain documents in connection with the Series 2023[●] Bonds; (b) the Indenture (including the ______ Supplemental Indenture and the ______ Supplemental Indenture); (c) the Assignment Agreement, dated as of [_____ 1], 2023 (the “Assignment Agreement”), by and between the Authority and the Trustee; (d) the Ground Lease, dated as of [_____ 1], 2023 (the “Ground Lease”), by and between the City and the Authority; (e) the Lease Agreement, dated as of [_____ 1], 2023 (the “Lease Agreement”), by and between the Authority and the City; (f) the First Amendment to Lease Agreement, dated as of [_____ 1], 2023 (the “First Amendment to Lease Agreement”), by and between the Authority and the City; [(g) the Landlord Estoppel Certificate (Lease Agreement), dated as of [_____ 1], 2023 (the “Landlord Estoppel Certificate (Lease Agreement)”), by and between the Authority and the Trustee;] (h) the Accounts Agreement, dated as of [_____ 1], 2023 (the “Accounts Agreement”), by and among the Authority, the City, Anaheim Arena Management, LLC (the “Manager”), the Trustee and Pacific Premier Bank (as accounts bank); (i) the Purchase Contract, dated [_____ 1], 2023 (the “Purchase Contract”), by and among J.P. Morgan Securities LLC, acting as underwriter (the “Underwriter”), A-11
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the Authority and the City; (j) the Continuing Disclosure Agreement, dated as of [________], 2023 (the “Continuing Disclosure Agreement”), by and among the Authority, the City, the Manager, the Trustee, and U.S. Bank Trust Company, National Association, as dissemination agent; (k) the Preliminary Official Statement, dated [________], 2023 (the “Preliminary Official Statement”); and (l) the Official Statement, dated [________], 2023 (the “Official Statement”) relating to the Series 2023[●] Bonds, and have made such other investigations of law and fact as I have deemed necessary to render the following opinions. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Purchase Contract.

It is my opinion that:
(1) The Authority is a joint exercise of powers authority duly organized under the laws of the State of California (the “State”).
(2) The Authority Resolution was duly adopted at a meeting of the Board of Directors of the Authority, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. (3) The Authority has the necessary power and authority to execute and deliver the Indenture (including the ______ Supplemental Indenture and the ______ Supplemental Indenture), the Assignment Agreement, the Ground Lease, the Lease Agreement, the First Amendment to Lease Agreement, [the Landlord Estoppel Certificate (Lease Agreement),] the Accounts Agreement, the Purchase Contract and the Continuing Disclosure Agreement (collectively referred to herein as the “Authority Documents”), the Preliminary Official Statement and the Official Statement and to issue the Series 2023[●] Bonds. (4) The Series 2023[●] Bonds have been duly authorized and issued by the Authority and constitute the valid and binding obligations of the Authority. (5) The adoption of the Authority Resolution and the execution and delivery of the Authority Documents and the Series 2023[●] Bonds by the Authority, and compliance by the Authority with the provisions thereof will not conflict with or constitute a breach of, or default under, any agreement or other instrument to which the Authority is a party or by which it is bound, or any existing law, regulation, court order or decree to which the Authority is subject or any provision of the laws of the State relating to the Authority and its affairs.
(6) The Preliminary Official Statement and the Official Statement have been duly approved by the Authority and the Authority Documents have been duly authorized, executed and delivered by the Authority and, assuming due authorization, execution and delivery by the other parties thereto, the Authority Documents constitute the legal, valid and binding agreements of the Authority, enforceable in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, to the application of equitable principles if equitable remedies are sought and to the limitations on legal remedies against governmental entities such as the Authority in the State.

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(7) [Except as described in the Preliminary Official Statement and the Official Statement,] there is no action, suit, proceeding, inquiry or investigation at law or in equity, or before or by any court, governmental agency, public board or body, pending or, to the best of my knowledge after reasonable investigation, threatened (a) affecting the existence of the Authority or the titles of its officers to their respective offices, (b) affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds, (b) in any way contesting or affecting the validity or enforceability of the Authority Documents or the Series 2023[●] Bonds, (c) in any way contesting or affecting the validity of any of the proceedings for the authorization, issuance, sale or delivery of the Series 2023[●] Bonds or the Authority Documents, (d) in any way contesting the existence or powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the Authority Documents, or (e) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Authority Documents. (8) Based upon my participation in the preparation of the Preliminary Official Statement and the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements and information contained in the Authority Information in the Preliminary Official Statement and in the Official Statement, nothing has come to my attention which would lead me to believe that the statements and information contained in the Authority Information (a) as of the date of the Preliminary Official Statement and the date of the Purchase Contract contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) as of the date of the Official Statement and as of the date hereof contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

I am furnishing this letter solely for your benefit. This letter is not to be used, circulated, quoted or otherwise referred to for any other purpose and I have no obligation to update this letter.

CITY OF ANAHEIM, a municipal corporation
By:
[__________]
City Attorney
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EXHIBIT E

FORM OF OPINION OF THE CITY ATTORNEY OF THE CITY

AS COUNSEL FOR THE CITY
[Closing Date]
J.P. Morgan Securities LLC,
as Underwriter
New York, New York
Anaheim Public Financing Authority
Taxable Lease Revenue Bonds
(Anaheim Arena Improvement Project), 2023 Series [●]
Ladies and Gentlemen:

As City Attorney of the City of Anaheim (the “City”), I have acted as counsel to the City in connection with the issuance by the Anaheim Public Financing Authority (the “Authority”) of $[___________] aggregate principal amount of Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] (the “Series 2023[●] Bonds”).

The Series 2023[●] Bonds are being issued pursuant to the Master Indenture, as supplemented by the ______ Supplemental Indenture, each dated as of [_______ 1], 2023 (as supplemented by the ______ Supplemental Indenture and as further supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the Authority, the City, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

I have examined the following documents: (a) Resolution No. 2022-______, adopted by the City Council of the City on September ____, 2022 (the “City Resolution”), authorizing the execution and delivery of certain documents in connection with the Series 2023[●] Bonds; (b) the Indenture (including the ______ Supplemental Indenture and the ______ Supplemental Indenture); (c) the Site Lease, dated as of [_____ 1], 2023 (the “Site Lease”), by and between TS Anaheim, LLC and the City; (d) the Ground Lease, dated as of [_____ 1], 2023 (the “Ground Lease”), by and between the City and the Authority; [(e) the Landlord Estoppel Certificate (Ground Lease), dated as of [_____ 1], 2023 (the “Landlord Estoppel Certificate (Ground Lease)”), by and between the City and the Trustee;] (f) the Lease Agreement, dated as of [_____ 1], 2023 (the “Lease Agreement”), by and between the Authority and the City; (g) the First Amendment to Lease Agreement, dated as of [_____ 1], 2023 (the “First Amendment to Lease Agreement”), by and between the Authority and the City; (h) the Amended and Restated Facility Management Agreement, dated as of [_____ 1], 2023 (the “Amended and Restated FMA”), by and between the City and Anaheim Arena Management, LLC (the “Manager”); (i) the Recognition and Acknowledgment Agreement, dated as of [_____ 1], 2023 (the “Recognition and Acknowledgment Agreement”) from the City, as acknowledged and agreed to by the Trustee and A-14
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the Manager; (j) the Accounts Agreement, dated as of [_____ 1], 2023 (the “Accounts Agreement”), by and among the Authority, the City, the Manager, the Trustee and Pacific Premier Bank (as accounts bank); (k) the Purchase Contract, dated [_____ 1], 2023 (the “Purchase Contract”), by and among J.P. Morgan Securities LLC, acting as underwriter (the “Underwriter”), the Authority and the City; (l) the Continuing Disclosure Agreement, dated as of [________], 2023 (the “Continuing Disclosure Agreement”), by and among the Authority, the City, the Manager, the Trustee, and U.S. Bank Trust Company, National Association, as dissemination agent; (m) the Preliminary Official Statement, dated [________], 2023 (the “Preliminary Official Statement”); and (n) the Official Statement, dated [________], 2023 (the “Official Statement”) relating to the Series 2023[●] Bonds, and have made such other investigations of law and fact as I have deemed necessary to render the following opinions. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Purchase Contract.

It is my opinion that:
(1) The City is a municipal corporation of the State of California (the “State”), duly organized and validly existing under the City’s charter and the Constitution and laws of the State. (2) The City Resolution was duly adopted at a meeting of the City Council of the City, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout.
(3) The City has the necessary power and authority to execute and deliver the Indenture (including the ______ Supplemental Indenture and the ______ Supplemental Indenture), the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease), the Lease Agreement, the First Amendment to Lease Agreement, the Amended and Restated FMA, the Recognition and Acknowledgment Agreement, the Accounts Agreement, the Purchase Contract and the Continuing Disclosure Agreement (collectively referred to herein as the “City Documents”), the Preliminary Official Statement and the Official Statement.
(4) The adoption of the City Resolution and the execution and delivery of the City Documents by the City, and compliance by the City with the provisions thereof will not conflict with or constitute a breach of, or default under, any agreement or other instrument to which the City is a party or by which it is bound, or any existing law, regulation, court order or decree to which the City is subject or any provision of the laws of the State relating to the City and its affairs.
(5) The Preliminary Official Statement and the Official Statement have been duly approved by the City and the City Documents have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the other parties thereto, the City Documents constitute the legal, valid and binding agreements of the City enforceable in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, to the application of equitable principles if equitable remedies are sought and to limitations on legal remedies against governmental entities such as the City in the State.

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(6) [Except as described in the Preliminary Official Statement and the Official Statement,] there is no action, suit, proceeding, inquiry or investigation at law or in equity, or before or by any court, governmental agency, public board or body, pending or, to the best of my knowledge after reasonable investigation, threatened (a) affecting the existence of the City or the titles of its officers to their respective offices, (b) affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2023[●] Bonds or the payment of the Base Rental Payments (as defined in the Indenture) under the Lease Agreement, (c) in any way contesting or affecting the validity of any of the proceedings for the authorization, issuance, sale or delivery of the Series 2023[●] Bonds or the City Documents, (d) in any way contesting or affecting the validity or enforceability of the City Documents or the Series 2023[●] Bonds, (e) in any way contesting the existence or powers of the City or its authority to enter into, adopt or perform its obligations under any of the City Documents, or (f) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (7) Based upon my participation in the preparation of the Preliminary Official Statement and the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and in the Official Statement, nothing has come to my attention which would lead me to believe that (a) the statements and information contained in the Preliminary Official Statement (excluding the City Excluded Information), as of the date of the Preliminary Official Statement and the date of the Purchase Contract, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (excluding therefrom any information permitted to be omitted by Securities and Exchange Commission Rule 15c2-12 or otherwise left blank and any financial and statistical data, as to which no opinion is expressed), and (b) the statements and information contained in the Official Statement (excluding the City Excluded Information), as of the date of the Official Statement and as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (excluding therefrom any financial and statistical data, as to which no opinion is expressed).

I am furnishing this letter solely for your benefit. This letter is not to be used, circulated, quoted or otherwise referred to for any other purpose and I have no obligation to update this letter.

CITY OF ANAHEIM, a municipal corporation
By:
[__________]
City Attorney