13. Preliminary Official Statement — Anaheim City Council, September 27, 2022

W&S Draft – 09/19/22
NEW ISSUE – FULL BOOK-ENTRY
RATING
Underlying Rating:

DBRS: “___”
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel to the Authority, interest on the Series 2023[●] Bonds is exempt from State of California personal income tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series 2023[●] Bonds. See “TAX MATTERS.” Dated: Date of Delivery Due: [____ 1], as shown on the inside cover page The Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] (the “Series 2023[●] Bonds”) are being issued by the Anaheim Public Financing Authority (the “Authority”) pursuant to a Master Indenture, as supplemented by a ______ Supplemental Indenture, each dated as of [_______ 1], 2023 (as supplemented by the ______ Supplemental Indenture, 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”).

The City will lease certain real property and the improvements thereon, including the 17,000-seat Honda Center arena owned by the City (the “Arena”) and certain parcels of land and related real property interests (collectively, the “Additional Project Property”) adjacent to or in close proximity to the Arena (the Arena and such Additional Project Property, collectively, the “Property”), to the Authority pursuant to a Ground Lease, dated as of [_______], 2023 (the “Ground Lease”), by and between the City, as lessor, and the Authority, as lessee. The Authority will then sublease the Property back to the City pursuant to a Lease Agreement, dated as of [_______], 2023 (the “Lease Agreement”), by and between the Authority, as sublessor, and the City, as sublessee. Pursuant to an Assignment Agreement, dated as of [______], 2023, between the Authority and the Trustee (the “Assignment Agreement”), the Authority will assign to the Trustee (for the benefit of the Owners of the Bonds, including the Series 2023[●] Bonds) all of its right, title and interest in and to the Ground Lease and the Lease Agreement, including (i) its right to receive base rental payments (the “Base Rental Payments”) and the other Lease Revenues to be paid by the City pursuant to the Lease Agreement and (ii) the lien and pledge of the Account Collateral to the Authority pursuant to the Lease Agreement (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).

Pursuant to an Amended and Restated Facility Management Agreement, dated as of [_______], 202_ (the “Management Agreement”), between the City and Anaheim Arena Management, LLC (the “Manager”), the Manager has, among other things, (a) the exclusive license to manage and operate the Property, including for the exhibition of professional sporting events, concerts and other special events in the Arena, in consideration for certain payments to the City. Pursuant to an amended and restated letter agreement, dated as of July 1, 2021 (the “NHL Team Agreement”), between the Manager and Anaheim Ducks Hockey Club, LLC (“TeamCo”), the Manager currently is, and will continue to, grant to TeamCo, which owns the Anaheim Ducks (the “Team”) National Hockey League (“NHL”) franchise, the exclusive right, for specified days, to use the Arena for the playing and exhibition of NHL-sanctioned Team home games (subject to certain limited exceptions).

TeamCo and the Trustee will enter into a Non-Relocation Agreement, dated as of [_______], 2023 (the “Non-Relocation Agreement”), pursuant to which TeamCo will agree to cause the Team to play any and all of its NHL home games in the Arena in accordance with the NHL Team Agreement, except for customary exceptions provided therein.

The Bonds (including the Series 2023[●] Bonds) are payable from and secured by the Base Rental Payments to be made by the City to the Authority for the right to use the Property pursuant to the Lease Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. Such Base Rental Payments will be sufficient to pay the principal of and interest on the Series 2023[●] Bonds and the Series 2023[●] Bonds and will be payable solely from Gross Revenues received by the City from the Manager in accordance with the Management Agreement. The Management Agreement and the payments to be made by the Manager to the City pursuant to the Management Agreement will be assigned to the Trustee for the benefit of the Owners of the Bonds (as defined below) pursuant to the Security Agreement (as defined below). In addition to granting the Manager the exclusive license to manage and operate the Property, the Management Agreement authorizes the Manager to (a) collect and retain certain revenues generated by the Arena and the Additional Project Property, and (b) construct, design, and develop (i) certain planned renovations to the Arena and (ii) the construction of structured parking, digital advertising billboards and related infrastructure on the Additional Project Property (collectively, the “Project”).

Pursuant to the Lease Agreement, the City will grant to the Authority a first lien on and security interest in, and a pledge of, the Account Collateral (which includes all of the right, title and interest of the City in certain pledged accounts held by the Manager under the Management Agreement, except for a certain Third Party Funds Account), which lien and security interest will inure to the benefit of the Trustee (on behalf of the Owners of the Bonds, including the Series 2023[●] Bonds) as assignee of certain of the Authority’s rights under the Lease Agreement in accordance with the Assignment Agreement. In addition, 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 Bonds, including the Series 2023[●] Bonds), a senior security interest in (a) its right, title and interest in and to the Management Agreement and all LOGO
$[ ____ ]

ANAHEIM PUBLIC FINANCING AUTHORITY

TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA IMPROVEMENT PROJECT)
2023 SERIES [●]
other contracts relating to revenues (including the NHL Team Agreement), (b) the Gross Revenues and other amounts received by the Manager or owed to the Manager and deposited in the Operating Account (as defined below), and (c) all personal property held by the Manager and related to the operations of the Arena and the other components of the Project.

The proceeds of the Series 2023[●] Bonds will be used as follows: (a) to pay to or as directed by the City and made available by the City to the Manager to, subject to budget review and sign-off by the Construction Monitor (as defined below), fund or reimburse a portion of the costs of designing, developing (including, without limitation, pre-development activities), constructing, equipping and furnishing the Project, (b) to fund interest and fees due on the Series 2023[●] Bonds for a period of two years, and (c) to pay fees and expenses incurred in connection with the issuance and sale of the Series 2023[●] Bonds.

The Series 2023[●] Bonds are being issued in fully registered book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Interest on the Series 2023[●] Bonds is payable semi-annually on June 1 and December 1 of each year, commencing on June 1, 2023. Purchasers will not receive certificates representing their interest in the Series 2023[●] Bonds.

Individual purchases will be in principal amounts of $5,000 or integral multiples thereof. Principal of, and premium, if any, and interest on the Series 2023[●] Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the beneficial owners of the Series 2023[●] Bonds. See APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM” herein.

Concurrently with the issuance of the Series 2023[●] Bonds, the Authority will issue the Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] in the aggregate principal amount of $[____________] (the “Series 2023[●] Bonds”, together with the Series 2023[●] Bonds, and any Additional Bonds issued from time to time under the Indenture, the “Bonds”), pursuant to the Indenture, as supplemented by the [ ] Supplemental Indenture, to finance certain costs of the Project and the costs of issuance of the Series 2023[●] Bonds. The Series 2023[●] Bonds and any Additional Bonds will be payable from the Base Rental Payments on a parity with the Series 2023[●] Bonds as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. The City’s rental obligations owing to the Authority under the Lease Agreement will be equal to all debt service payments owing on the Series 2023[●] Bonds and the Series 2023[●] Bonds during the term of such Bonds (inclusive of all interest and amortization payments).

The Series 2023[●] Bonds are subject to optional redemption, mandatory sinking fund redemption and extraordinary redemption from condemnation awards or insurance proceeds prior to maturity as described herein. See “THE SERIES 2023[●] BONDS – Redemption” herein.

THE SERIES 2023[●] BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY, PAYABLE, AS PROVIDED IN THE

INDENTURE, SOLELY FROM THE ACCOUNT COLLATERAL, THE LEASE REVENUES (INCLUDING THE BASE RENTAL

PAYMENTS) AND THE OTHER ASSETS PLEDGED THEREFOR BY (A) THE AUTHORITY UNDER THE INDENTURE AND THE ASSIGNMENT AGREEMENT AND (B) THE MANAGER UNDER THE SECURITY AGREEMENT. NEITHER THE FAITH AND

CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE CITY OR THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE SERIES 2023[●] BONDS. THE LEASE REVENUES CONSIST OF ALL BASE

RENTAL PAYMENTS PAYABLE BY THE CITY PURSUANT TO THE LEASE AGREEMENT, INCLUDING ANY PREPAYMENTS

THEREOF, ANY NET PROCEEDS AND ANY AMOUNTS RECEIVED BY THE TRUSTEE AS A RESULT OF OR IN CONNECTION WITH THE TRUSTEE’S PURSUIT OF REMEDIES UNDER THE LEASE AGREEMENT UPON A LEASE DEFAULT EVENT. THE AUTHORITY HAS NO TAXING POWER.

THE OBLIGATION OF THE CITY TO MAKE THE RENTAL PAYMENTS, INCLUDING THE BASE RENTAL PAYMENTS, IS

PAYABLE SOLELY FROM GROSS REVENUES RECEIVED BY THE CITY FROM THE MANAGER IN ACCORDANCE WITH THE

MANAGEMENT AGREEMENT AND DOES NOT CONSTITUTE A DEBT OF THE CITY OR OF THE STATE OR OF ANY POLITICAL

SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION,

AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY OR THE STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.

This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire official statement to obtain information essential to the making of an informed investment decision.

The Series 2023[●] Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval as to their validity by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel to the Authority, and certain other conditions.

Certain legal matters will be passed on for the Authority and the City by the City Attorney of the City and by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Disclosure Counsel for the Authority and the City. Certain legal matters will be passed on for the Manager by its counsel Kutak Rock LLP, Los Angeles, California, as Disclosure Counsel for the Manager. Certain legal matters will be passed upon for the Underwriter by its counsel, Winston & Strawn LLP, New York, New York. PFM Financial Advisors LLC has served as municipal advisor to the City in connection with the issuance of the Series 2023[●] Bonds. It is anticipated that the Series 2023[●] Bonds in definitive form will be available for delivery through the facilities of DTC on or about [_______], 2023.

J.P. Morgan
Dated [________], 2023

MATURITY SCHEDULE

ANAHEIM PUBLIC FINANCING AUTHORITY

TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA IMPROVEMENT PROJECT)
2023 SERIES [●]
(Base CUSIP No.† _______)
Maturity Date
([_____ 1])
Principal
Amount
Interest
Rate Price
CUSIP
Suffix†
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. Copyright© 2021 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. The City, the Authority, the Municipal Advisor and the Underwriter take no responsibility for the accuracy of such numbers.

No dealer, broker, salesperson or other person has been authorized by the Authority or the City to provide any information or to make any representations other than as contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the Authority or the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2023[●] Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

This Official Statement is not to be construed as a contract with the purchasers of the Series 2023[●] Bonds.

Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly described herein, are intended solely as such and are not to be construed as a representation of facts.

The information set forth herein has been obtained from official sources which are believed by the Authority and the City to be reliable but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the City since the date hereof.

The information in this Official Statement has been provided by the City and sources the City considers reliable. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

THE UNDERWRITER MAY OFFER AND SELL THE SERIES 2023[●] BONDS TO CERTAIN

DEALERS, INSTITUTIONAL INVESTORS AND OTHERS AT PRICES LOWER THAN THE PUBLIC

OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.

This Official Statement contains forward-looking statements within the meaning of the federal securities laws. Such statements are based on currently available information, expectations, estimates, assumptions, projections and general economic conditions. Such words as expects, intends, plans, believes, estimates, anticipates or variations of such words or similar expressions are intended to identify forward-looking statements and include, but are not limited to, statements under the captions “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS”, “PLAN OF FINANCE”, “ARENA MANAGEMENT AND OPERATIONS” and “ARENA AND MANAGER FINANCES”.

The forward-looking statements are not guarantees of future performance. Actual results may vary materially from what is contained in a forward-looking statement. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. No assurance is given that actual results will meet the Authority’s or the City’s forecasts in any way, regardless of the level of optimism communicated in the information. The City and the Authority assume no obligation to provide public updates of forward-looking statements.

CUSIP data herein (Copyright 2023, American Bankers Association) is provided by FactSet’s CUSIP Service Bureau. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are provided for convenience of reference only. The City, the Authority, the Municipal Advisor and the Underwriter takes no responsibility for the accuracy of such numbers.

The City maintains a website and certain social media accounts, however, the information presented therein is not a part of this Official Statement and should not be relied on in making an investment decision with respect to the Series 2023[●] Bonds.

ANAHEIM PUBLIC FINANCING AUTHORITY
Anaheim City Council and Authority Board of Directors
Trevor O’Neil, District 6, Vice-Chairman of the Authority Stephen Faessel, District 5, Member
Jose Diaz, District 1, Member
Gloria Ma’ae, District 2, Member
Jose F. Moreno, District 3, Member
Avelino Valencia, District 4, Member
City/Authority Staff
James Vanderpool, City Manager
Greg Garcia, Assistant City Manager
Deborah A. Moreno, Finance Director/City Treasurer, and Authority Executive Director Robert Fabela, City Attorney and Authority Counsel
Theresa Bass, City Clerk and Authority Secretary

SPECIAL SERVICES
Municipal Advisor
PFM Financial Advisors LLC
Bond Counsel and Disclosure Counsel for the Authority and the City Stradling Yocca Carlson & Rauth,
a Professional Corporation
Disclosure Counsel for the Manager
Kutak Rock LLP
Trustee
U.S. Bank Trust Company, National Association
(THIS PAGE INTENTIONALLY LEFT BLANK)

TABLE OF CONTENTS
[TO BE UPDATED]
Page
i
INTRODUCTION ........................................................................................................................................1 Summary of Basic Structure of Transaction ..........................................................................................2 Summary of Use of Proceeds of the Series 2023[●] Bonds and Project Plan of Finance .....................2 Summary of the Project and Construction .............................................................................................2 Summary of the Series 2023[●] Bonds and Additional Bonds..............................................................3 Summary of Potential COVID-19 Impacts ............................................................................................4 Reserve Accounts for the Series 2023[●] Bonds ...................................................................................5 Special Obligations ................................................................................................................................5 Book-Entry-Only....................................................................................................................................6 Continuing Disclosure............................................................................................................................6 Summaries of Documents ......................................................................................................................6 Risk Factors............................................................................................................................................6 THE SERIES 2023[●] BONDS....................................................................................................................7 General ...................................................................................................................................................7 Redemption ............................................................................................................................................8 Transfer and Exchange of Bonds .........................................................................................................10 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS..........................................................11 General .................................................................................................................................................11 Pledged Revenues ................................................................................................................................12 Lease Revenues. ...................................................................................................................................12 Gross Revenues. ...................................................................................................................................13 Substitution or Release of Additional Project Property .......................................................................14 Indenture...............................................................................................................................................15 General.................................................................................................................................................15 Summary of Accounts under the Indenture. .........................................................................................15 Flow of Funds under the Indenture......................................................................................................16 Series 2023[●] Debt Service Reserve Account. ...................................................................................16 Construction Account...........................................................................................................................17 Insurance and Condemnation Account and Application of Insurance and Condemnation Proceeds. ...................................................................................................................................17 Remedies upon Default under the Indenture........................................................................................18 Accounts Agreement............................................................................................................................18 Establishment of Accounts. ..................................................................................................................18 Series 2023[●] Work Stoppage Reserve Account. ...............................................................................18 Flow of Funds/Waterfall under the Accounts Agreement. ...................................................................19 Manager Operating Loans and Debt Service Loans.............................................................................19 Liquidated Damages Payable under the Non-Relocation Agreement..................................................20 Base Rental Payments ..........................................................................................................................20

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Additional Rental Payments.................................................................................................................20 Insurance Requirements under Lease Agreement................................................................................21 Insurance Requirements under Management Agreement ....................................................................23 Damage or Destruction of the Property................................................................................................24 Eminent Domain Proceedings Concerning the Property......................................................................24 Lease Default Events and Remedies ....................................................................................................25 PLAN OF FINANCE .................................................................................................................................26 General .................................................................................................................................................26 Series 2023[●] Bonds...........................................................................................................................26 Funding of Construction Cost Overruns and other Shortfalls.............................................................26 Estimated Sources and Uses of Funds..................................................................................................26 Disbursement of Construction Funds...................................................................................................26 Annual Debt Service Requirements .....................................................................................................27 Base Rental Payments ..........................................................................................................................27 Series 2023[●] Bonds...........................................................................................................................27 Future Additional Bonds ......................................................................................................................27 CFD Financings ...................................................................................................................................28 BASE RENTAL PAYMENT SCHEDULE ...............................................................................................29 THE PROJECT...........................................................................................................................................30 The Arena.............................................................................................................................................30 OC V!be ...............................................................................................................................................30 Development Agreement......................................................................................................................33 Governmental Permits and Approvals .................................................................................................33 PROJECT PARTICIPANTS ......................................................................................................................33 The Authority .......................................................................................................................................33 The City................................................................................................................................................34 The Manager ........................................................................................................................................34 TeamCo ................................................................................................................................................34 The Construction Monitor/Independent Engineer................................................................................35 The Developer......................................................................................................................................35 The Architects ......................................................................................................................................35 The Insurance Broker...........................................................................................................................35 ARENA MANAGEMENT AND OPERATIONS .....................................................................................35 Project Leases and Agreements............................................................................................................39 Site Lease. ............................................................................................................................................39 Ground Lease. ......................................................................................................................................40 Lease Agreement. .................................................................................................................................40 Management Agreement.......................................................................................................................41

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Covenant Agreement. ...........................................................................................................................42 Security Agreement. .............................................................................................................................42 NHL Team Agreement..........................................................................................................................43 Non-Relocation Agreement. .................................................................................................................43 Arena Management Strategy................................................................................................................43 Arena Licensed Content and Contract Revenues.................................................................................43 Arena Revenues and Expenses.............................................................................................................44 Project Feasibility and Market Studies.................................................................................................46 Financial Model ...................................................................................................................................47 Historical Financials.............................................................................................................................47 Management’s Discussion of Financial Performance..........................................................................49 Revenue Projections Analysis..............................................................................................................49 National Hockey League......................................................................................................................49 ARENA AND MANAGER FINANCES ...................................................................................................50 Accounting Policies and Financial Reporting......................................................................................50 Summary of Funds ...............................................................................................................................50 CITY OF ANAHEIM .................................................................................................................................50 General Description..............................................................................................................................50 RISK FACTORS AND INVESTMENT CONSIDERATIONS ................................................................52 General Considerations – Security for the Bonds (including the Series 2023[●] Bonds) ...................52 Limited Recourse on Default ...............................................................................................................52 Parity Series 2023[●] Bonds ................................................................................................................53 Parity Additional Bonds.......................................................................................................................53 Construction Risks ...............................................................................................................................53 General Construction Risks for the Project. ........................................................................................53 Manager May Not Satisfy its Obligation to Provide Funds to Complete the Project..........................54 Nonperformance by Design-Builder. ...................................................................................................54 Failure of Providers of Performance and Payment Bonds..................................................................54 Governmental Permits and Approvals .................................................................................................54 Third Party Contract Risk ....................................................................................................................55 Infectious Disease Outbreak – COVID-19; Future Pandemics............................................................55 Recent Political Events Affecting the City’s Government...................................................................58 Risks Associated with Operations........................................................................................................58 Financial Performance of the Arena....................................................................................................58 Competition. .........................................................................................................................................59 Financial Projections...........................................................................................................................60 Team Relocation Risk...........................................................................................................................60 National Hockey League. .....................................................................................................................61

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Expiration of Naming Rights Agreement Risk......................................................................................63 Dependence on Key Personnel and Service Providers.........................................................................63 General Economic Conditions and Other Factors................................................................................63 Future War, Terrorist Activities or Political Uncertainties..................................................................64 Seismic Activity and Natural Disasters................................................................................................64 Absence of Earthquake and Flood Insurance.......................................................................................64 Hazardous Substances..........................................................................................................................65 Substitution or Release of Additional Project Property .......................................................................65 Maintenance, Repair and Risk of Loss.................................................................................................65 Damage to or Destruction of the Arena; Condemnation......................................................................66 Possible Insufficiency of Insurance Proceeds or Condemnation Awards............................................66 Cybersecurity .......................................................................................................................................67 Continuing Governmental Requirements.............................................................................................67 Limitations on Remedies......................................................................................................................67 No Liability of Authority to the Owners..............................................................................................67 Bond Ratings........................................................................................................................................68 Lack of Active Trading Market............................................................................................................68 BANKRUPTCY RISK CONSIDERATIONS ...........................................................................................68 Enforceability of Documents – General...............................................................................................68 Bankruptcy of the City; Enforceability of Documents with Respect to the Bankruptcy of the City ............................................................................................................................................69 Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority..............................................................................................................................69 Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo.........70 Operations During a Reorganization Proceeding.................................................................................71 TAX MATTERS ........................................................................................................................................72 CERTAIN LEGAL MATTERS .................................................................................................................75 LITIGATION .............................................................................................................................................76 The Authority .......................................................................................................................................76 The City................................................................................................................................................76 The Manager ........................................................................................................................................76 TeamCo ................................................................................................................................................76 The Arena/The Project .........................................................................................................................77 UNDERWRITING .....................................................................................................................................77 RATINGS ...................................................................................................................................................77 MUNICIPAL ADVISOR ...........................................................................................................................78 FINANCIAL STATEMENTS....................................................................................................................78 Financial Statements of the Manager...................................................................................................78

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INDEPENDENT AUDITORS ...................................................................................................................78 Financial Statements of the Manager...................................................................................................78 CONTINUING DISCLOSURE..................................................................................................................78 CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS ..............................79 MISCELLANEOUS ...................................................................................................................................79

APPENDIX A GENERAL DEMOGRAPHIC INFORMATION REGARDING THE CITY OF ANAHEIM.......................................................................................................................1 APPENDIX B BOOK-ENTRY-ONLY SYSTEM......................................................................................1 APPENDIX C CERTAIN DEFINITIONS..................................................................................................1 APPENDIX D 1
SUMMARY OF THE MASTER INDENTURE AND ................................................................................1 THE ________ SUPPLEMENTAL INDENTURE......................................................................................1 APPENDIX E SUMMARY OF THE ASSIGNMENT AGREEMENT .....................................................1 APPENDIX F SUMMARY OF THE GROUND LEASE ..........................................................................1 APPENDIX G SUMMARY OF THE LEASE AGREEMENT ..................................................................1 APPENDIX H SUMMARY OF THE ACCOUNTS AGREEMENT.........................................................1 APPENDIX I SUMMARY OF THE MANAGEMENT AGREEMENT ...................................................1 APPENDIX J SUMMARY OF THE COVENANT AGREEMENT..........................................................1 APPENDIX K SUMMARY OF THE SECURITY AGREEMENT...........................................................1

APPENDIX L SUMMARY OF THE RECOGNITION AND ACKNOWLEDGMENT AGREEMENT.................................................................................................................1 APPENDIX M SUMMARY OF THE NHL TEAM AGREEMENT .........................................................1 APPENDIX N SUMMARY OF THE NON-RELOCATION AGREEMENT...........................................1 APPENDIX O SUMMARY OF THE NAMING RIGHTS AGREEMENT...............................................1 APPENDIX P FORM OF CONTINUING DISCLOSURE AGREEMENT ..............................................1 APPENDIX Q PROPOSED FORM OF OPINION OF BOND COUNSEL ..............................................1 APPENDIX R [ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT] ......................1 APPENDIX S INSURANCE BROKER REPORT.....................................................................................1 APPENDIX T FINANCIAL FEASIBILITY AND MARKET STUDIES .................................................1 APPENDIX U FINANCIAL MODEL........................................................................................................1 APPENDIX V REVENUE PROJECTIONS ANALYSIS ..........................................................................1

APPENDIX W AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022] ...................1

OFFICIAL STATEMENT
$[ ____ ]

ANAHEIM PUBLIC FINANCING AUTHORITY

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

INTRODUCTION
This Official Statement (which includes the cover page, inside cover page and Appendices hereto) (the “Official Statement”), provides certain information concerning the sale and issuance by the Anaheim Public Financing Authority (the “Authority”) of $[______________] aggregate principal amount of its Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] (the “Series 2023[●] Bonds”).

This Introduction is qualified in its entirety by reference to the more detailed information included and referred to elsewhere in this Official Statement. The offering of the Series 2023[●] Bonds is made only by means of the entire Official Statement. Capitalized terms used in this Official Statement and not otherwise defined shall have the respective meanings assigned to them in APPENDIX C — “CERTAIN DEFINITIONS”.

General Purpose and Background
The Series 2023[●] Bonds are being issued by the Authority pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”), and the laws of the State of California, and a Master Indenture, as supplemented by a ______ Supplemental Indenture, each dated as of [_______ 1], 2023 (as supplemented by the ______ Supplemental Indenture, 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”).

Pursuant to an amended and restated letter agreement, dated as of July 1, 2021 (the “NHL Team Agreement”), between the Manager and Anaheim Ducks Hockey Club, LLC (“TeamCo”), the Manager currently is, and will continue to, grant to TeamCo, which owns the Anaheim Ducks (the “Team”) a National Hockey League (“NHL”) franchise, the exclusive right, for specified days, to use the Arena for the playing and exhibition of NHL-sanctioned hockey Team home games (subject to certain limited exceptions). The Manager also licenses the Arena for other events including concerts and other special events.

Summary of Basic Structure of Transaction
[ __ ]
Summary of Use of Proceeds of the Series 2023[●] Bonds and Project Plan of Finance The proceeds of the Series 2023[●] Bonds will be used as follows: (a) to pay to or as directed by the City and made available by the City to the Manager to, subject to budget review and sign-off by the Construction Monitor (as defined below), fund or reimburse a portion of the costs of designing, developing (including, without limitation, pre-development activities), constructing, equipping and furnishing the Project, (b) to fund interest and fees due on the Series 2023[●] Bonds for a period of two years, and (c) to pay fees and expenses incurred in connection with the issuance and sale of the Series 2023[●] Bonds. See “PLAN OF FINANCE — Estimated Sources and Uses of Funds” and “— Disbursement of Construction Funds” herein.

Summary of the Project and Construction
Under the terms of the Management Agreement, the Manager has agreed to act on behalf of the City in connection with the construction, design, and development of the planned renovations to the Arena (collectively, the “Arena Renovations”) and the construction of structured parking, digital advertising billboards and related infrastructure on the Additional Project Property (the “Parking/Infrastructure”, and together with the Arena Renovations, collectively, the “Project”). Under the terms of the Management Agreement, the Manager has the right to delegate its obligation to construct the Project to an affiliate, Anaheim Real Estate Partners, LLC (“AREP”), which will enter into the Construction Agreements (as defined below) and otherwise manage the construction of the Project. No such delegation by the Manager to AREP will relieve the Manager of its obligation under the Management Agreement to construct the Project. Pursuant to the Management Agreement, the Manager is responsible for the payment of any Project cost overruns and will fund any such cost overruns by funding a Debt Service Loan (as defined below) from an affiliate. See “PLAN OF FINANCE — General — Funding of Construction Cost Overruns and other Shortfalls” herein.
3 The planned construction of the Project will be performed by AREP consistent with the Development Agreement. Construction of the Project will commence on [______________, 20__] and is currently expected to be substantially completed by [______________, 20__]. See “THE PROJECT” herein for a description of the status of construction of the Project.

The Project is part of a 95-acre, master-planned development (the “Master Development”) designed with the Arena as the principal anchor, to be constructed in multiple phases, known as “OC V!BE.” For more information on the Master Development, see “THE PROJECT – OC V!BE” herein.

Summary of Security and Sources of Repayment for the Series 2023[●] Bonds The Bonds (including the Series 2023[●] Bonds) are payable from and secured by the Account Collateral and the Lease Revenues (including the Base Rental Payments) to be made by the City to the Authority for the right to use the Property pursuant to the Lease Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. Such Base Rental Payments will be sufficient to pay the principal of and interest on the Series 2023[●] Bonds and the Series 2023[●] Bonds and will be payable solely from Gross Revenues received by the City from the Manager in accordance with the Management Agreement. The Management Agreement and the payments to be made by the Manager to the City pursuant to the Management Agreement will be assigned to the Trustee for the benefit of the Owners of the Bonds (as defined below) pursuant to the Security Agreement. In addition to granting the Manager the exclusive license to manage and operate the Arena, the Management Agreement authorizes the Manager to (i) collect and retain certain revenues generated by the Arena, and (ii) to construct, design, and develop the Project.

The Manager is responsible for the payment of any debt service shortfall in respect of the Series 2023[●] Bonds and will fund any such shortfall by providing or causing its affiliate or a lender to provide a Debt Service Loan (as defined below).

Summary of the Series 2023[●] Bonds and Additional Bonds Concurrently with the issuance of the Series 2023[●] Bonds, the Authority will issue the Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] in the aggregate principal of $[______________] (the “Series 2023[●] Bonds” and together with the Series 2023[●] Bonds and any Additional Bonds issued under the Indenture, collectively, the “Bonds”), pursuant to the Indenture, in order to finance capital improvements to the Project or to refund first, the Series 2023[●] Bonds and second, the other Outstanding Bonds. The Series 2023[●] Bonds and any 4 Additional Bonds will be payable from the Base Rental Payments on a parity with the Series 2023[●] Bonds as described herein. The Series 2023[●] Bonds will be purchased by JPMorgan Chase Bank, National Association, an affiliate of J.P. Morgan Securities LLC (the “Underwriter”), and other institutional investors. Any required consent of the Owners of the Bonds under the Indenture requires the consent of (a) the Owner of the Series 2023[●] Bonds, and (b) the Owners of at least 50.1% in aggregate principal amount of all other Bonds (including the Series 2023[●] Bonds) then Outstanding.

The Authority may at any time issue one or more Series of Additional Bonds (i.e., in addition to the Series 2023[●] Bonds and the Series 2023[●] Bonds) payable from Base Rental Payments on a parity with all other Bonds theretofore issued under the Indenture, subject to satisfaction of the conditions precedent to the issuance of such Additional Bonds as set forth in the Indenture, including, without limitation, (a) compliance with the terms of the Financing Documents (including the Ground Lease, the Lease Agreement and the Management Agreement), (b) amending the Ground Lease and the Lease Agreement to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, (c) that each of the Series 2023[●] Debt Service Reserve Account and the Series 2023[●] Debt Service Reserve Account and the Series 2023[●] Work Stoppage Reserve Account and the Series 2023[●] Work Stoppage Reserve Account (in each case if applicable), is fully funded at such time, (d) confirmation of an investment grade rating of the Series 2023[●] Bonds and such Additional Bonds (after giving effect to the issuance of such Additional Bonds), and (e) that each of the historical and pro-forma debt service coverage ratios is at least equal to 2.00:1.00.

The proceeds of the Additional Bonds will be used solely to finance capital improvements to the Project or to refund first, the Series 2023[●] Bonds and second, the other Outstanding Bonds.

Summary of Potential COVID-19 Impacts
The revenues generated at the Arena and subsequently paid by the Manager to the City under the Management Agreement are susceptible to attendance fluctuations for both the Team’s hockey games and non-hockey events held at the Arena. Attendance at large sports and entertainment facilities, such as the Arena, was dramatically affected by the spread of COVID-19 and the response thereto. As a result of COVID-19, no events were held at the Arena from March 2020 through the end of 2020, and limited attendance was permitted for the 2021 NHL season, significantly impacting gross revenues of the Arena.

As with any public assembly facility, subsequent variants of the COVID-19 virus could impact attendance at the Arena for both the Team’s hockey games and non-hockey events alike and impact the number and frequency of visits to the Arena by patrons. Any such reduced attendance will decrease the amount of revenues generated at the Arena and reduce the source of funds which the Manager will use to pay amounts owing to the City under the Management Agreement.

If a further variant of the COVID-19 virus results in the postponement or cancellation of NHL games during the 2022-2023 NHL season, or the required playing of such games with no (or limited) spectators in attendance due to the COVID-19 pandemic, the revenues generated at the Arena could be decreased and result in a corresponding reduction in the ability of the City to pay the Base Rental Payments owing to the Authority under the Lease Agreement. As neither the faith and credit nor the taxing power of the Authority, the City or the State, or any political subdivision thereof, is pledged to the payment of the Series 2023[●] Bonds, any material reduction in attendance could have a significant impact on the ability of the Authority to pay the debt service on the Bonds.

Finally, the COVID-19 pandemic could hinder or delay the Arena Renovations or the construction of the Parking/Infrastructure components of the Project due to pandemic-related labor restrictions, impairments to the supply-chain, or other logistical impediments. 5 The Team has benefitted from the NHL’s prior responses to earlier COVID-19 variants. The 2020- 21 season was completed on a shortened schedule (a 56-game season, commencing in January through June). The NHL also temporarily realigned divisions, including an all-Canada “North” division, to be more geographically centric, and to reduce travel and comply with U.S. / Canada border-crossing requirements.

The NHL’s response to the changing COVID-19 environment showed an ability to act decisively to deliver the games to networks and fans. National media rights fees were fully earned for the 2020–21 season. The 2021-22 season saw the NHL continue to take proactive steps to minimize the impact of the COVID-19 pandemic. The NHL announced that players would not be sent to the 2022 Olympic Games and put a pause on the season on December 22, 2021 due to a heightened number of cases affecting NHL teams and personnel. The regular season resumed shortly thereafter, and the NHL rescheduled some of the postponed games to after the 2022 Olympic Games. To continue to successfully navigate COVID-19, NHL teams were required to follow enhanced preventative and detection measures. Despite the pause, the 2021–22 season was a full 82-game season, with fan attendance in all arenas (while complying with COVID-19 regulations).

Reserve Accounts for the Series 2023[●] Bonds
The following accounts will be established and held under the Indenture or the Accounts Agreement, as applicable, to secure the payment of principal of, and interest on, the Series 2023[●] Bonds:
(i) a debt-service reserve account (the “Series 2023[●] Debt Service Reserve Account”) in an amount equal to the Series 2023[●] Debt Service Reserve Requirement (as defined herein), and (ii) a work stoppage reserve account (the “Series 2023[●] Work Stoppage Reserve Account”) in an amount equal to the Series 2023[●] Work Stoppage Reserve Requirement (as defined herein). See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Series 2023[●] Debt Service Reserve Account” and “— Series 2023[●] Work Stoppage Reserve Account” and see APPENDIX D — “SUMMARY OF THE MASTER INDENTURE AND THE ________ SUPPLEMENTAL INDENTURE — Security for Bonds; Flow of Funds; Investments” for additional information on the Reserve Accounts for the Series 2023[●] Bonds.

In addition, an Operating Expense Reserve Account will be funded with Project Revenues and applied pursuant to the Management Agreement for the payment of maintenance and repairs, capital expenditures and operating expenses.

Special Obligations
THE SERIES 2023[●] BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY,

PAYABLE, AS PROVIDED IN THE INDENTURE, SOLELY FROM THE ACCOUNT

COLLATERAL, THE LEASE REVENUES (INCLUDING THE BASE RENTAL PAYMENTS)

AND THE OTHER ASSETS PLEDGED THEREFOR BY THE AUTHORITY UNDER THE

INDENTURE AND THE ASSIGNMENT AGREEMENT AND THE MANAGER UNDER THE SECURITY AGREEMENT. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER

OF THE AUTHORITY, THE CITY OR THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE SERIES 2023[●] BONDS. THE LEASE

REVENUES CONSIST OF ALL BASE RENTAL PAYMENTS PAYABLE BY THE CITY

PURSUANT TO THE LEASE AGREEMENT, INCLUDING ANY PREPAYMENTS THEREOF,

ANY NET PROCEEDS AND ANY AMOUNTS RECEIVED BY THE TRUSTEE AS A RESULT OF OR IN CONNECTION WITH THE TRUSTEE’S PURSUIT OF REMEDIES UNDER THE LEASE AGREEMENT UPON A LEASE DEFAULT EVENT. THE AUTHORITY HAS NO TAXING POWER.

THE OBLIGATION OF THE CITY TO MAKE THE RENTAL PAYMENTS, INCLUDING

THE BASE RENTAL PAYMENTS, IS PAYABLE SOLELY FROM GROSS REVENUES

RECEIVED BY THE CITY FROM THE MANAGER IN ACCORDANCE WITH THE 6 MANAGEMENT AGREEMENT AND DOES NOT CONSTITUTE A DEBT OF THE CITY OR OF

THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF

ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION, AND DOES NOT

CONSTITUTE AN OBLIGATION FOR WHICH THE CITY OR THE STATE IS OBLIGATED

TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.

Book-Entry-Only
The Series 2023[●] Bonds are being issued in fully registered book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Interest on the Series 2023[●] Bonds is payable semi-annually on June 1 and December 1 of each year, commencing on [____ 1], 2023. Purchasers will not receive certificates representing their interest in the Series 2023[●] Bonds. Individual purchases will be in principal amounts of $5,000 or integral multiples thereof. Principal of, and premium, if any, and interest on the Series 2023[●] Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the beneficial owners of the Series 2023[●] Bonds. See APPENDIX B — “BOOK-ENTRY- ONLY SYSTEM” herein. The Series 2023[●] Bonds are subject to optional redemption, mandatory sinking fund redemption and extraordinary redemption from condemnation award or insurance proceeds prior to maturity as described herein. See “THE SERIES 2023[●] BONDS – Redemption” herein.

Continuing Disclosure
Each of the Authority, the City and the Manager has agreed to provide, or cause to be provided, certain annual financial information and operating data relating to the Authority, the City, the Series 2023[●] Bonds, the Manager, the Arena and the Project, as applicable, and, in a timely manner, to provide notice of certain specified events, through the Electronic Municipal Market Access (“EMMA”) website of the Municipal Securities Rulemaking Board (“MSRB”), or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to S.E.C. Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”). These covenants have been made in order to assist the Underwriter in complying with SEC Rule 15c2-12(b)(5). See “CONTINUING DISCLOSURE” herein.

Summaries of Documents
The summaries or references to the Indenture, the Assignment Agreement, the Ground Lease, the Lease Agreement, the Management Agreement, the Accounts Agreement, the NHL Team Agreement, the Non-Relocation Agreement, the Covenant Agreement, the Security Agreement and other documents, agreements and statutes referred to herein (collectively, the “Transaction Documents”), and the description of the Series 2023[●] Bonds included in this Official Statement, do not purport to be comprehensive or definitive, and such summaries, references and descriptions are qualified in their entireties by reference to each such document or statute. All capitalized terms used in this Official Statement (unless otherwise defined herein) which are defined in the Indenture or the Lease Agreement shall have the meanings set forth therein, some of which are summarized in APPENDIX C – “CERTAIN DEFINITIONS”.

Risk Factors
There are risks associated with the purchase of the Series 2023[●] Bonds. See “RISK FACTORS AND INVESTMENT CONSIDERATIONS” and “BANKRUPTCY RISK CONSIDERATIONS” for a discussion of certain of these risks.
7 THE SERIES 2023[●] BONDS
General
The Series 2023[●] Bonds will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof (each, an “Authorized Denomination”). The Series 2023[●] Bonds will be dated and bear interest (calculated on the basis of a 360-day year comprised of twelve 30- day months) from the dated date thereof at the rates set forth on the inside cover page hereof. Interest on the Series 2023[●] Bonds will be paid semiannually on [_____ 1] and [_____ 1] (each, an “Interest Payment Date”) of each year, commencing on [____ 1], 2023 at the rates per annum as follows:

Maturity Date
(_______ 1)
Principal
Amount
Interest
Rate
T Term Bond
Interest on the Series 2023[●] Bonds will be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2023[●] Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it will bear interest from such Interest Payment Date, (ii) a Series 2023[●] Bond is authenticated on or before the first Record Date, in which event interest thereon will be payable from the dated date thereof, or (iii) interest on any Series 2023[●] Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date.

As defined in the Indenture, the term “Record Date” means, with respect to interest payable on any Interest Payment Date, the fifteenth (15th) day of the month preceding such Interest Payment Date, whether or not such day is a Business Day. Interest will be paid in lawful money of the United States on each Interest Payment Date to the Owners of the Series 2023[●] Bonds registered on the Registration Books at the close of business on the immediately preceding Record Date. Interest will be paid by check of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date to the Owners of the Series 2023[●] Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date, or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2023[●] Bonds who have provided account information and wiring instructions satisfactory to the Trustee. Notwithstanding the foregoing, interest on any Series 2023[●] Bond that is not punctually paid or duly provided for on any Interest Payment Date will, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Owner of such Series 2023[●] Bond registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which will be given to such Owner not less than ten (10) days prior to such special record date.

The principal of and premium, if any, on the Series 2023[●] Bonds will be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.
8 As set forth In the Indenture, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein and herein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Construction Account, the Insurance and Condemnation Account, the Interest Account, the Principal Account and the Redemption Account are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds (including the Series 2023[●] Bonds) in accordance with their terms, the provisions of the Indenture and the Act. Said pledge shall constitute a first lien on such assets.

The Series 2023[●] Bonds will be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of DTC, and will be available to actual purchasers of the Series 2023[●] Bonds (the “Beneficial Owners”) in the denominations set forth above, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants (as defined herein) as described herein. Beneficial Owners will not be entitled to receive physical delivery of the Series 2023[●] Bonds. See APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM” herein.

Redemption
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. The City has made certain agreements in the Lease Agreement and the Management Agreement with respect to the application of the Insurance and Condemnation Proceeds.

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.

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)
9 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:

Sinking Fund
Redemption Date
(_____ 1)
Principal Amount
to be Redeemed
20__* _______
* Maturity Date.

In the event of a partial optional redemption or extraordinary mandatory redemption of any of the Term Bonds, each of the remaining mandatory sinking fund payments for such Term Bonds will be reduced, as nearly as practicable, on a pro rata basis in the amount of $5,000 or any integral multiple thereof as directed by an Authorized City Representative, which direction shall include a revised schedule of the remaining mandatory sinking fund payments.

Notice of Redemption. So long as the Series 2023[●] Bonds are held in book-entry form, notices of redemption will be mailed by the Trustee only to DTC, and not to any Beneficial Owners, at least twenty (20) but not more than sixty (60) days prior to the date fixed for redemption. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, if any, the Bond numbers and the maturity of the Series 2023[●] Bonds to be redeemed (except in the event of redemption of all of the Series 2023[●] Bonds of such maturity in whole), and shall require that such Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Neither the failure to receive any notice so mailed, nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the Series 2023[●] Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption.

With respect to any notice of any optional redemption of Series 2023[●] Bonds, unless at the time such notice is given the Series 2023[●] Bonds to be redeemed shall be deemed to have been paid within the meaning of the Indenture, such notice will state that such redemption is conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys that, together with other available amounts held by the Trustee, are sufficient to pay the Redemption Price of, and accrued interest on, the Series 2023[●] Bonds to be redeemed, and that if such moneys shall not have been so received said notice shall be of no force and effect and the Authority will not be required to redeem such Bonds. In the event a notice of redemption of Series 2023[●] Bonds contains such a condition and such moneys are not so 10 received, the redemption of Series 2023[●] Bonds as described in the conditional notice of redemption shall not be made and the Trustee will, within a reasonable time after the date on which such redemption was to occur, give notice to the Persons and in the manner in which the notice of redemption was given, that such moneys were not so received and that there shall be no redemption of Series 2023[●] Bonds pursuant to such notice of redemption.

Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the redemption of less than all of the Series 2023[●] Bonds, the Trustee will select the Series 2023[●] Bonds to be redeemed from all Bonds not previously called for redemption (a) with respect to any extraordinary redemption of Bonds, among maturities of the Series 2023[●] Bonds on a pro rata basis as nearly as practicable, and (b) with respect to any optional redemption of Bonds, as directed in a Written Certificate of the City, and by lot among Bonds of the same maturity in any manner that the Trustee in its sole discretion shall deem appropriate and fair. See APPENDIX B — “BOOK-ENTRY-ONLY SYSTEM” for information regarding DTC’s customary practice for selecting book-entry bonds for redemption. The Trustee will promptly notify the Authority and the City in writing of the numbers of the Series 2023[●] Bonds so selected for redemption on such date. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds that may be separately redeemed.

Partial Redemption of Bonds. Upon surrender of any Series 2023[●] Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Series 2023[●] Bond or Bonds in Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Series 2023[●] Bonds surrendered.

Effect of Notice of Redemption. Notice having been mailed as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside with the Trustee, the Series 2023[●] Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Series 2023[●] Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.

If, on said date fixed for redemption, moneys for the Redemption Price of all the Series 2023[●] Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof shall have been mailed as aforesaid and not canceled, then, from and after said date, interest on said Series 2023[●] Bonds shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners of the Series 2023[●] Bonds so to be redeemed without liability to such Owners for interest thereon.

Transfer and Exchange of Bonds
The following provisions regarding the exchange and transfer of the Series 2023[●] Bonds apply only during any period in which the Series 2023[●] Bonds are not subject to DTC’s book-entry system.

While the Series 2023[●] Bonds are subject to DTC’s book-entry system, their exchange and transfer will be effected through DTC and the Participants and will be subject to the procedures, rules and requirements established by DTC.

Any Series 2023[●] Bond may, in accordance with its terms, be transferred upon the books required to be kept by the Trustee pursuant to the provisions of the Indenture by the Person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Series 2023[●] Bond to the Trustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Series 2023[●] Bond or Bonds shall be surrendered for 11 transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Series 2023[●] Bond or Bonds of the same maturity in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

The Series 2023[●] Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Series 2023[●] Bonds of the same maturity of other Authorized Denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

The Trustee shall not be obligated to make any transfer or exchange of Series 2023[●] Bonds during the period established by the Trustee for the selection of Bonds for redemption, or with respect to any Series 2023[●] Bonds selected for redemption.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
General
The Bonds (including the Series 2023[●] Bonds) are special obligations of the Authority, payable, as provided in the Indenture, solely from the Account Collateral and the Lease Revenues (including the Base Rental Payments) available therefor under the Indenture and the Assignment Agreement. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds (including the Series 2023[●] Bonds).

The Lease Revenues consist of all Rental Payments (including Base Rental Payments) payable by the City pursuant to the Lease Agreement, including any prepayments of Base Rental Payments, any Insurance and Condemnation Proceeds, any proceeds of title insurance policies, and any amounts received by the Authority and/or the Trustee (as its assignee) as a result of or in connection with the Authority’s or the Trustee’s pursuit of remedies under the Lease Agreement upon the occurrence of a Lease Default Event.

The Authority has no taxing power.

The obligation of the City to make the Rental Payments (including the Base Rental Payments) does not constitute a debt of the City or of the State of California, or of any political subdivision thereof, within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State has levied or pledged any form of taxation.

The Series 2023[●] Bonds will be secured by the following collateral created in favor of the Trustee (on behalf of the Owners of the Bonds, including the Series 2023[●] Bonds) either directly or as assignee of the Authority:
(a) pursuant to the Indenture, a first lien on the Base Rental Payments, the other Lease Revenues and any other amounts (including proceeds of the sale of the Bonds) held in the Construction Account, the Insurance and Condemnation Account, the Interest Account, the Principal Account and the Redemption Account;
(b) pursuant to the Assignment Agreement, an assignment and transfer of all of the Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement, including, without limitation, (i) 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 (ii) the lien and pledge of the Account Collateral to the Authority pursuant to the Lease Agreement, 12 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;
(c) pursuant to the Lease Agreement, a first lien on and security interest in, and a pledge of, the Account Collateral (which includes all of the right, title and interest of the City in certain pledged accounts held by the Manager under the Management Agreement, except for a certain Third Party Funds Account); and
(d) pursuant to the Security Agreement, a senior security interest in (i) all of the Manager’s right, title and interest in and to the Management Agreement and all other contracts relating to revenues (including the NHL Team Agreement), (ii) the Gross Revenues and other amounts received by the Manager or owed to the Manager and deposited in the Operating Account, and (iii) all personal property held by the Manager and related to the operations of the Arena and the other components of the Project.

Pledged Revenues
Lease Revenues.

The Property is subject to a Ground Lease, dated as of [_______], 2023, by and between the City and the Authority (the “Ground Lease”), and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of [_______], 2023 (the “Lease Agreement”).

The Series 2023[●] Bonds and Series 2023[●] Bonds will be payable from and secured by Lease Revenues representing Base Rental Payments and other amounts received by the Trustee for the rental of the Property pursuant to the Lease Agreement and the Gross Revenues held in the operating account established under the Management Agreement (the “Operating Account”). The term “Lease Revenues” means all Rental Payments (including Base Rental Payments) payable by the City pursuant to the Lease Agreement, including any prepayments of Base Rental Payments, any Insurance and Condemnation Proceeds, any proceeds of title insurance policies, and any amounts received by the Authority and/or the Trustee (as its assignee) as a result of or in connection with the Authority’s or the Trustee’s pursuit of remedies under the Lease Agreement upon the occurrence of a Lease Default Event. All amounts constituting Base Rental Payments received by the Trustee will be deposited by the Trustee in the Principal Account or the Interest Account, as set forth in the related Disbursement Direction issued pursuant to the Accounts Agreement and all other Lease Revenues received by the Trustee will be deposited by the Trustee in the Redemption Account.

As provided in the Indenture and pursuant to the Assignment Agreement, the Authority will assign to the Trustee (for the benefit of the Owners of the Bonds, including the Series 2023[●] Bonds) all of the Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement, including, without limitation, (i) 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 (ii) the lien and pledge of the Account Collateral to the Authority pursuant to the Lease Agreement, 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 City will pay Base Rental Payments directly to the Trustee, as assignee of the Authority. See “– Base Rental Payments” below. 13 Subject only to the provisions of 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 Accounts Agreement and the Construction Disbursement Agreement, all of the Lease Revenues and any other amounts held in the accounts established under the Indenture and the Accounts Agreement are pledged by the Authority under the Indenture and the Assignment Agreement and by the Manager under the Accounts Agreement and the Security Agreement, as applicable, to secure the payment of the principal of, and premium, if any, and interest on Series 2023[●] Bonds and the Series 2023[●] Bonds in accordance with their terms and the provisions of the Accounts Agreement and the Construction Disbursement Agreement. Such pledge constitutes a first lien on such assets.

In accordance with the Indenture and the Accounts Agreement, the Trustee or the Manager, as applicable, will establish and maintain separate funds designated the “Construction Account”, the “Debt Service Account”, the “Insurance and Condemnation Account”, the “Interest Account”, the “Principal Account”, the “Redemption Account”, the “Series 2023[●] Debt Service Reserve Account”, and the “Series 2023[●] Work Stoppage Reserve Account” (such accounts, collectively with the Operating Account, the “Pledged Accounts”), which Pledged Accounts will also be subject to a lien in favor of the Trustee (for the benefit of the Owners of the Bonds, including the Series 2023[●] Bonds).

Gross Revenues.

All Gross Revenues received by the Manager and the City will be initially deposited by the Manager in the Operating Account and applied to the other Accounts pursuant to an Operating Account waterfall set forth in the Accounts Agreement. The Accounts Agreement will provide that the Manager shall transfer funds periodically from the Operating Account to certain other restricted deposit accounts (which will also be subject to a lien in favor of the Trustee (for the benefit of the Owners of the Bonds, including the Series 2023[●] Bonds)) in the general order of priority set forth below:

1. Payment by the Manager of Operating Expenses;

2. Payment by the Manager of items in the annual budget for such operating year, including reserves for the payment of Maintenance and Repairs, other Capital Expenditures or Operating Expenses (collectively, “Reserves”), if not treated as an Operating Expense;

3. Payment of amounts owing under the Management Agreement (which amounts will be sufficient to pay the Base Rental Payments owing from the City to the Authority under the Lease Agreement and equivalent to the interest and principal owing on the Bonds (including the Series 2023[●] Bonds);

4. Funding of the Series 2023[●] Debt Service Reserve Account and the Series 2023[●] Debt Service Reserve Account;

5. Funding of the Series 2023[●] Work Stoppage Reserve Account and the Series 2023[●] Work Stoppage Reserve Account, if applicable;

6. Payment of principal and interest on debt other than the Senior Secured Obligations (except for Severable Improvement Debt to the extent such debt is secured by and payable solely from Severable Improvement Revenues);

7. Payment of interest accrued on, and repayment of the principal amount of, Operating Loans;
14 8. Payment of interest accrued on, and repayment of the principal amount of, Debt Service Loans due for such operating year; and

9. To the Manager, so long as the following conditions have been satisfied (the “Distribution Conditions”), the balance of the Adjusted Net Revenues:
(a) no default or event of default shall have occurred and be continuing or will arise as a result of such payment;
(b) accuracy of all representations and warranties in all material respects in the transaction documents (or, if already qualified by materially, in all respects); (c) the historical debt service coverage ratio as of the end of the fiscal quarter most recently occurring is at least 1.50:1.00;
(d) the pro forma debt service coverage ratio for each of the four (4) subsequent fiscal quarters calculated on a good faith basis using reasonable assumptions and estimates is at least

1.50:1.00;
(e) each of the Series 2023[●] Debt Service Reserve Account and the Series 2023[●] Debt Service Reserve Account and each of the Series 2023[●] Work Stoppage Reserve Account and the Series 2023[●] Work Stoppage Reserve Account (if applicable), is fully funded at the time of such payment; and
(f) no such payment shall be made with the proceeds of any Bond.

The Manager, (i) on the fifteenth (15th) day of each calendar month prior to an Interest Payment Date, will transfer from the Operating Account to the Debt Service Account an amount equal to the interest on and principal of the Series 2023[●] Bonds and Series 2023[●] Bonds coming due on such Interest Payment Date, and (ii) on the fifteenth (15th) day of each calendar month prior to a Principal Payment Date, will transfer from the Operating Account to the Debt Service Account an amount equal to the principal of the Series 2023[●] Bonds and Series 2023[●] Bonds coming due on such Principal Payment Date. In the event of an insufficiency to pay the interest on and principal of the Series 2023[●] Bonds and/or Series 2023[●] Bonds due and payable on such Interest Payment Date or Principal Payment Date, the Trustee will withdraw from the Debt Service Reserve Account, to the extent of any funds therein, the amount of such insufficiency, and will transfer any amounts so withdrawn to the Debt Service Reserve Account for purposes of making such payment.

There are certain revenues from the Arena that will be held by the Manager in segregated third party or advance deposit accounts that will not be immediately pledged to the Trustee (for the benefit of the Owners of the Bonds, including the Series 2023[●] Bonds). Any such revenues deposited with the Manager include amounts that may be paid to third parties and include, without limitation, the portion of prepaid tickets and parking charges due to third parties under the applicable governing agreement. Any amounts held in such advance deposit account will be transferred to the Operating Account at the time the related revenue is recognized in accordance with generally accepted accounting principles.

Substitution or Release of Additional Project Property
The City has right to substitute alternate real property for any portion of the Additional Project Property or release a portion of the Additional Project Property from the Ground Lease and the Lease 15 Agreement (except, in each case, for the Parking Areas), subject to complying with all of the following conditions set forth in the Ground Lease: (a) an independent certified real estate appraiser selected by the City shall have found (and shall have delivered a certificate to the City and the Trustee setting forth its findings) that the Property, as constituted after such substitution or release (i) has a fair replacement value at least equal to the aggregate principal amount of the Bonds then Outstanding, and (ii) has a useful life equal to or greater than the useful life of the Property, as constituted prior to such substitution or release; (b) the City shall have obtained or caused to be obtained a CLTA or ALTA title insurance policy or policies with respect to any substituted property in the amount of the fair market value of such substituted property (which fair market value shall have been determined by an independent certified real estate appraiser), of the type and with the endorsements described in the Lease Agreement; and (c) the City, the Authority and the Trustee shall have executed, and the City shall have caused to be recorded with the Orange County Recorder, any document necessary to reconvey the portion of the Additional Project Property being released and to include any substituted real property in the description of the Property contained in the Ground Lease and in the Lease Agreement. After removing such Additional Project Property from the premises demised under the Ground Lease, such Additional Project Property will also be removed or released from the premises demised under the Lease Agreement without the consent of any Owners of the Bonds. No substitution or release of any Additional Project Property pursuant to this provision will result in a reduction of the Base Rental Payments due from the City to the Authority under the Lease Agreement. See APPENDIX F — “SUMMARY OF THE GROUND LEASE — Substitution or Release of Additional Project Property”.

Indenture
General.

The Series 2023[●] Bonds are special obligations of the Authority, payable from and secured by:
(i) the Authority’s right, title and interest in the Lease Revenues (including the Base Rental Payments), and (ii) all right, title and interest of the Authority in and to the accounts established under the Indenture (such as the Construction Account, the Insurance and Condemnation Account, the Interest Account, the Principal Account and the Redemption Account). All obligations of the Authority under the Indenture and the Series 2023[●] Bonds are special obligations of the Authority, payable solely from the Account Collateral and the Lease Revenues (including the Base Rental Payments) and the other assets pledged therefor thereunder and under the Assignment Agreement. All obligations of the Authority and the City under the Indenture and the Bonds (including the Series 2023[●] Bonds), including any costs to undertake any action to comply with the Indenture are payable only from the Account Collateral and the Lease Revenues (including the Base Rental Payments) available therefor and not from any other funds or monies of the City. Neither the faith and credit nor the taxing power of the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds. The Authority has no taxing power. See APPENDIX D — “SUMMARY OF THE MASTER INDENTURE AND THE ________ SUPPLEMENTAL INDENTURE”.

Summary of Accounts under the Indenture.

The Trustee will establish and maintain separate accounts designated the “Interest Account”, the “Principal Account” and the “Redemption Account”. The City will pay, or cause to be paid, the Base Rental Payments directly to the Trustee, and if received by the Authority at any time will be transferred by the Authority to the Trustee within one Business Day after the receipt thereof. All amounts constituting Base Rental Payments received by the Trustee will be deposited by the Trustee in the Principal Account or the Interest Account, as set forth in the related Disbursement Direction issued pursuant to the Accounts Agreement and all other Lease Revenues received by the Trustee will be deposited by the Trustee in the Redemption Account.
16 Flow of Funds under the Indenture.

The Trustee will transfer the amounts received constituting Base Rental Payments at the times and in the manner hereinafter provided, to the following respective accounts:
(i) Interest Account. On the 15th Business Day immediately preceding each Interest Payment Date, the Trustee will deposit to the Interest Account the amount, if any, necessary to cause the amount on deposit in the Interest Account to be equal to the interest due on the Bonds (including the Series 2023[●] Bonds) on such Interest Payment Date.
(ii) Principal Account. On the 15th Business Day immediately preceding each Principal Payment Date, the Trustee will deposit to the Principal Account the amount, if any, necessary to cause the amount on deposit in the Principal Account to be equal to the principal amount of the Bonds (including the Series 2023[●] Bonds) due on such Principal Payment Date, either as a result of the maturity thereof or mandatory sinking fund redemption payments required to be made with respect thereto. Moneys in the Principal Account will be used by the Trustee for the purpose of paying the principal of the Bonds (including the Series 2023[●] Bonds) when due and payable at their maturity dates or upon earlier mandatory sinking fund redemption.
(iii) Redemption Account. The Trustee, on the redemption date specified in a written request of the City filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Lease Agreement, will deposit in the Redemption Account that amount of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments.

The Trustee will also deposit in the Redemption Account any net Insurance and Condemnation Proceeds received. Moneys in the Redemption Account will be used by the Trustee for the purpose of paying the principal of and interest and premium, if any, on the Bonds (including the Series 2023[●] Bonds) redeemed pursuant to any optional or mandatory provisions of the Indenture.

Series 2023[●] Debt Service Reserve Account.

The Trustee will establish and maintain, for the benefit of the Owners of the Series 2023[●] Bonds, a special account designated the “Series 2023[●] Debt Service Reserve Account” in an amount equal to [$[______________], which amount is equal to the aggregate [annual] debt service due on the Series 2023[●] Bonds as of their date of issuance] (the “Series 2023[●] Debt Service Reserve Requirement”). On the Closing Date, the Trustee will deposit in the Series 2023[●] Debt Service Reserve Account the amount of $_____________. The Series 2023[●] Debt Service Reserve Account will be replenished by the Manager from time to time, as necessary, to restore funds therein to an amount equal to the Series 2023[●] Debt Service Reserve Requirement in accordance with the terms of the Accounts Agreement.

In the event that, on the Business Day immediately preceding each Interest Payment Date or Principal Payment Date, as applicable, (i) amounts in the Interest Account are insufficient to pay the interest on the Series 2023[●] Bonds due and payable on such Interest Payment Date, and/or (ii) amounts in the Principal Account are insufficient to pay the principal, if any, of the Series 2023[●] Bonds due and payable on such Principal Payment Date, the Trustee will withdraw from the Series 2023[●] Debt Service Reserve Account, to the extent of any funds therein, the amount of such insufficiency, and will transfer any amounts so withdrawn to the Interest Account and/or Principal Account to be applied to pay such amounts due on the Series 2023[●] Bonds.

Whenever Series 2023[●] Bonds are to be optionally redeemed pursuant to the Indenture, a portion of the amount on deposit in the Series 2023[●] Debt Service Reserve Account will, on the date on which amounts to redeem such Series 2023[●] Bonds are deposited in the Redemption Account or otherwise 17 deposited with the Trustee pursuant to the Indenture, be transferred by the Trustee from the Series 2023[●] Debt Service Reserve Account to the Redemption Account or to such deposit held by the Trustee and shall be applied to the redemption of said Series 2023[●] Bonds; provided, however, that such amount shall be so transferred only if and to the extent that the amount remaining on deposit in the Series 2023[●] Debt Service Reserve Account will be at least equal to the Series 2023[●] Debt Service Reserve Requirement (excluding from the calculation thereof said Series 2023[●] Bonds to be redeemed).

Whenever the balance in the Series 2023[●] Debt Service Reserve Account exceeds the amount required to redeem or pay the Outstanding Series 2023[●] Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Trustee will, upon receipt of a written request of the Authority, transfer the amount in the Series 2023[●] Debt Service Reserve Account to the Interest Account, the Principal Account and/or the Redemption Account, as applicable, to be applied, on the next succeeding Interest Payment Date or Principal Payment Date, as applicable, to the payment and redemption of all of the Outstanding Series 2023[●] Bonds.

If, as a result of the scheduled payment of principal of or interest on the Series 2023[●] Bonds, the Series 2023[●] Debt Service Reserve Requirement is reduced, the Trustee will transfer an amount equal to the amount of such reduction in accordance with a written order of the Authority to the Trustee.

See APPENDIX D — “SUMMARY OF THE MASTER INDENTURE AND THE ________ SUPPLEMENTAL INDENTURE — Series 2023__ Debt Service Reserve Account”.

Construction Account.

The Trustee will establish and maintain a separate account designated as the “Construction Account” and within the Construction Account, one or more subaccounts as established by the Supplemental Indenture with respect to each Series of Bonds. The funds in the subaccount of the Construction Account for the Series 2023[●] Bonds will be disbursed by the Trustee to pay for Project Costs in accordance with each Disbursement Direction received by the Trustee from the Manager pursuant to the terms of the Construction Disbursement Agreement. Investment earnings on amounts on deposit in a subaccount of the Construction Account will remain on deposit in such subaccount for application in accordance with the Indenture with respect to such subaccount. See APPENDIX D — “SUMMARY OF THE MASTER INDENTURE AND THE ________ SUPPLEMENTAL INDENTURE — Construction Account”.

Insurance and Condemnation Account and Application of Insurance and Condemnation Proceeds.

The Trustee will establish and maintain a separate account designated the “Insurance and Condemnation Account”. All amounts constituting Insurance and Condemnation Proceeds received by the Trustee shall be deposited into the Insurance and Condemnation Account.

If damage or destruction to any portion of the Property occurs which materially affects the ability of the City and the Manager to operate such portion of the Property, as determined by the City (whether or not caused by events for which insurance is maintained under the Management Agreement or the Lease Agreement), the City may, but has no obligation to, cause such portion of the Property to be rebuilt at the City’s sole cost and expense. If the City does not cause such portion of the Property to be rebuilt, any net Insurance and Condemnation Proceeds will be transferred from the Insurance and Condemnation Account and deposited into the Redemption Account and applied to redeem the Bonds (including the Series 2023[●] Bonds).
18 See APPENDIX D — “SUMMARY OF THE MASTER INDENTURE AND THE ________ SUPPLEMENTAL INDENTURE — Application of Insurance and Condemnation Proceeds”.

Remedies upon Default under the Indenture.

In the event of a default under the Indenture, the Trustee may (i) declare the outstanding principal amount of the Bonds to be immediately due and payable, (ii) enforce the Trustee’s rights against the Authority and/or the City, including by writ of mandamus or other suit, action or proceeding at law or in equity to compel the Authority and/or the City to perform and carry out its duties and obligations under the law and as provided in the Bonds or in the other Financing Documents, (iii) request a court to enjoin any acts or things that may be unlawful or in violation of the rights of the Trustee or the Owners of the Bonds, or (iv) request a court to require the Authority and the City to account as the trustee of an express trust.

Nothing in this provision will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

See APPENDIX D — “SUMMARY OF THE MASTER INDENTURE AND THE ________ SUPPLEMENTAL INDENTURE — Default and Limitations of Liability — Other Remedies of the Trustee”.

Accounts Agreement
Establishment of Accounts.

The Authority, the City, the Manager, the Trustee and the Accounts Bank will enter into an Accounts Agreement, dated as of [___________, 2023] (the “Accounts Agreement”), pursuant to which certain accounts will be established and maintained (for the benefit of the Owners of the Bonds, including the Series 2023[●] Bonds) as described below.

Series 2023[●] Work Stoppage Reserve Account.

The Trustee will establish and maintain, for the benefit of the Owners of the Series 2023[●] Bonds, a special account designated the “Series 2023[●] Work Stoppage Reserve Account” in an amount equal to the aggregate debt service due on the Series 2023[●] Bonds in any twelve (12) month period (the “Series 2023[●] Work Stoppage Reserve Requirement”). The Series 2023[●] Work Stoppage Reserve Account will be funded from Gross Revenues after the earlier of (a) the date that is six (6) months prior to the expiration of the then-current NHL collective bargaining agreement (the “NHL CBA”) and (b) the occurrence of a strike, work stoppage, lockout or other suspension or cancellation of NHL play (each of the foregoing clauses (a) and (b), a “Work Stoppage”) until such time as (i) the then-current NHL CBA is extended or replaced with a later expiration date or (ii) such strike, work stoppage, lockout or other suspension or cancellation of NHL play ceases to be in effect.

Amounts held in the Series 2023[●] Work Stoppage Reserve Account may, from time to time, be applied by the Trustee to pay any principal and interest payments with respect to the Series 2023[●] Bonds that are then due and payable or overdue in accordance with the terms of the Indenture after the occurrence of and during the continuance of a Work Stoppage; provided, that, following the extension of the NHL CBA or the satisfactory resolution of any Work Stoppage, any amounts held in the Series 2023[●] Work Stoppage Reserve Account not used by the Trustee for the purposes described herein will be transferred from the Series 2023[●] Work Stoppage Reserve Account to the Manager. 19 See APPENDIX H — “SUMMARY OF THE ACCOUNTS AGREEMENT — Accounts – Series 2023[●] Work Stoppage Reserve Account”.

Flow of Funds/Waterfall under the Accounts Agreement.

Pursuant to the Accounts Agreement, all Gross Revenues or other amounts received by the Manager or owed to the Manager will be paid directly by the Manager into the Operating Account established under the Accounts Agreement. The Trustee will make the following transfers from the Operating Account in the following order:

1. Payment by the Manager of Operating Expenses;

4. Funding of the Series 2023[●] Debt Service Reserve Account and the Series 2023[●] Debt Service Reserve Account;

5. Funding of the Series 2023[●] Work Stoppage Reserve Account and the Series 2023[●] Work Stoppage Reserve Account, if applicable;

7. Payment of interest accrued on, and repayment of the principal amount of, Operating Loans;

8. Payment of interest accrued on, and repayment of the principal amount of, Debt Service Loans due for such operating year; and

9. To the Manager, so long as the Distribution Conditions have been satisfied, the balance of the Adjusted Net Revenues.

Manager Operating Loans and Debt Service Loans
Pursuant to the Management Agreement, if cash on hand in the Operating Account and, as applicable, the Reserves is insufficient to pay Operating Expenses and certain other amounts payable pursuant to the Management Agreement, the Manager shall make, or cause its Affiliate or a third party lending institution to make, an unsecured loan (the “Operating Loan”) in an amount sufficient to pay the Operating Expenses or other such amounts. In addition, in the event that cash on hand in the Operating Account and, as applicable, the Reserve Account is insufficient to pay all amounts of principal and all amounts of interest, fees, costs and expenses due with respect to the Bonds or any other Debt (the “Debt Service”), the Manager shall make, or cause its Affiliate or third party lending institution to make, an unsecured loan (the “Debt Service Loan”) in an amount sufficient to pay Debt Service. Outstanding Operating Loans and Debt Service Loans will bear interest at a per annum interest rate equal to the prime 20 rate listed from time to time in The Wall Street Journal plus 1.00%. The obligation to repay the Operating Loans and the Debt Service Loans is fully subordinate to the payment of Debt Service.

Liquidated Damages Payable under the Non-Relocation Agreement TeamCo and the Trustee will enter into a Non-Relocation Agreement (the “Non-Relocation Agreement”), pursuant to which TeamCo will agree to cause the Team to play any and all of its NHL home games in the Arena pursuant to the NHL Team Agreement, except for (a) any home games which the NHL requires to be played at a location other than the Arena, (b) extraordinary or special situations which may dictate or require playing a home game at another venue located in the greater metropolitan Orange County, California area or at such other locations as may be permitted by the NHL, and (c) other customary exceptions provided therein. In the event of a breach by the Team of the non-relocation covenants contained in the Non-Relocation Agreement, so long as the Trustee is not awarded injunctive relief that prevents the Team’s relocation, the Trustee will be entitled to receive liquidated damages from TeamCo in an amount equal to all amounts outstanding under the Bonds (including the Series 2023[●] Bonds).

Base Rental Payments
Rental Payments, including Base Rental Payments, will be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid. Each Base Rental Payment will be deposited with the Trustee no later than the fifteenth (15th) Business Day next preceding each Interest Payment Date and/or Principal Payment Date, as applicable (the “Base Rental Deposit Date”) on which such Base Rental Payment is due. All Base Rental Payments will be paid, or cause to be paid, by the City directly to the Trustee, and if received by the Authority at any time will be transferred by the Authority to the Trustee within one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee will be deposited by the Trustee in the Principal Account or the Interest Account.

Pursuant to the Indenture, on the Business Day immediately preceding each Interest Payment Date and on the Business Day immediately preceding each Principal Payment Date, the Trustee will deposit the amounts as are necessary to the Interest Account and the Principal Account to provide for the payment of the interest on and principal of the Bonds (including the Series 2023[●] Bonds).

Scheduled Base Rental Payments relating to the Series 2023[●] Bonds and the Series 2023[●] Bonds are set forth below under the heading “BASE RENTAL PAYMENT SCHEDULE”.

THE OBLIGATION OF THE CITY TO MAKE THE RENTAL PAYMENTS (INCLUDING THE

BASE RENTAL PAYMENTS) DOES NOT CONSTITUTE A DEBT OF THE CITY OR OF THE STATE

OF CALIFORNIA, OR OF ANY POLITICAL SUBDIVISION THEREOF, WITHIN THE MEANING OF

ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION, AND DOES NOT

CONSTITUTE AN OBLIGATION FOR WHICH THE CITY OR THE STATE OF CALIFORNIA IS

OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE STATE OF CALIFORNIA HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.

See APPENDIX G — “SUMMARY OF THE LEASE AGREEMENT — Base Rental Payments”.

Additional Rental Payments
For the right to use and occupy the Property, the Lease Agreement requires the City to pay, as Additional Rental payments thereunder, in addition to the Base Rental Payments, solely from the Account 21 Collateral and the Gross Revenues available therefor, such amounts as shall be required for the payment of the following:
(i) all taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein;
(ii) all reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or the Lease Agreement or to defend the Authority and its members, officers, agents and employees; (iii) all costs, charges, expenses, fees, indemnities and other amounts required to be paid by the Authority in order to comply with the terms of the Indenture and the other Financing Documents to which it is a party;
(iv) insurance premiums for all insurance required pursuant to the Lease Agreement; (v) any amounts with respect to the Lease Agreement or any Bonds issued on a tax-exempt basis required to be rebated to the federal government in accordance with Section 148(f) of the Internal Revenue Code of 1986; and
(vi) all other payments (not constituting Base Rental Payments) required to be paid by the City pursuant to the provisions of the Lease Agreement, the Indenture and the other Financing Documents to which it is a party.

Amounts constituting Additional Rental Payments payable under the Lease Agreement will be paid by the City directly to the Authority, the Trustee and/or the other person or persons to whom such amounts are payable. The City will pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within thirty (30) days after notice in writing from the Trustee to the City stating the amount of Additional Rental Payments then due and payable and the purpose thereof.

See APPENDIX G — “SUMMARY OF THE LEASE AGREEMENT — Additional Rental Payments”.

Insurance Requirements under Lease Agreement
General Liability Insurance. The Lease Agreement requires the City to maintain or cause to be maintained throughout the term of the Lease Agreement, a standard commercial general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees. Such policy or policies will provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Such policy or policies will provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $150,000 for damage to property (subject to a deductible clause of not to exceed $100,000) resulting from a single accident or event. Such commercial general liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such 22 liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried or required to be carried by the City, and may be maintained in whole or in part in the form of self- insurance by the City provided such self-insurance complies with the provisions of the Lease Agreement.

The City will apply, or cause to be applied, the proceeds of such insurance in accordance with the provisions of the Management Agreement as summarized below under the heading “[__________]” below.

Casualty Insurance. The Lease Agreement requires the City to maintain or cause to be maintained casualty insurance insuring the Property against fire, lightning and special extended coverage insurance (which shall include coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of the Property in an amount not less than the greater of (i) the aggregate principal amount of the Bonds Outstanding at the time such casualty insurance is obtained, and (ii) 100% of the replacement cost of such improvements, subject to a $500,000 deductible provision. The City’s obligations set forth above may be satisfied by self-insurance, provided that such self-insurance complies with the provisions of the Lease Agreement.

Rental Interruption Insurance. The Lease Agreement requires the City to maintain rental interruption insurance to cover the Authority’s loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards required to be covered as described in the immediately preceding paragraph (Casualty Insurance) in an amount sufficient at all times to pay an amount not less than the product of two times the maximum amount of Base Rental Payments scheduled to be paid during any Rental Period. Any such insurance policy will contain a loss payable clause making any loss thereunder payable to the Trustee. The City’s obligations described in this paragraph may not be satisfied by self-insurance.

The required insurance as described in each of the three subsections immediately above is to be provided, except as otherwise provided with respect to self-insurance, by reputable insurance companies with claims paying abilities determined, in the reasonable opinion of the City’s professionally qualified risk manager or an independent insurance consultant, to be adequate for the purposes of the Lease Agreement.

Self-Insurance. The Lease Agreement provides that any self-insurance maintained by the City will comply with the following terms:
(a) the self-insurance program will be approved in writing by a professionally certified risk manager or by an independent insurance consultant (who may be an employee of the City); (b) the self-insurance program will include an actuarially sound claims reserve fund out of which each self-insured claim will be paid, the adequacy of each such fund will be evaluated on an annual basis by a professionally certified risk manager or by an independent insurance consultant (who may be an employee of the City) and any deficiencies in any self-insured claims reserve fund will be remedied in accordance with the recommendation of a professionally certified risk manager or such independent insurance consultant, as applicable; and
(c) in the event the self-insurance program is discontinued, the actuarial soundness of its claims reserve fund, as determined by a professionally certified risk manager or by an independent insurance consultant, will be maintained.

Title Insurance. The City is required under the Lease Agreement to provide, or cause to be provided, to the Trustee (as the insured) one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the maximum aggregate principal amount of the Bonds (including the Series 2023[●] Bonds) issued pursuant to the Indenture as of the date of the issuance of the 23 Series 2023[●] Bonds, insuring (a) the fee interest of the City in Property owned in fee by the City, (b) the easement, leasehold or other applicable interest of the City in the Property for which the City owns an interest other than a fee interest, (c) the Authority’s leasehold estate in the Property granted under the Ground Lease, and (d) the City’s leasehold estate hereunder in the Property, in each case, subject only to Permitted Encumbrances, and providing that all net proceeds thereunder are payable to the Trustee for the benefit of the Owners of the Bonds (including the Series 2023[●] Bonds).

See APPENDIX G — “SUMMARY OF THE LEASE AGREEMENT — Insurance”.

Insurance Requirements under Management Agreement
Notwithstanding anything in the Lease Agreement to the contrary, during the term of the Management Agreement, the insurance requirements of the Lease Agreement (as described in the immediately preceding section above) will be deemed satisfied if the Manager is in compliance with the insurance requirements set forth in the Management Agreement as described below:
(a) Insurance which shall comply with all applicable worker’s compensation and occupational health and safety laws and which shall cover all employees of the Manager engaged in connection with the Arena or any improvements thereto;
(b) Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident; (c) Commercial General Liability Insurance in an amount not less than $1,000,000 per occurrence, $1,000,000 general aggregate, written on an occurrence form, covering all premises and operations, which policy shall include, without limitation, coverage for (i) contractual liability, (ii) products and completed operations, (iii) liquor liability, and (iv) personal injury; (d) Comprehensive Automobile Liability Insurance applicable to all owned, non-owned, and hired vehicles used by the Manager at the Arena or in the parking areas, or on public streets in conjunction with work under the Management Agreement, in an amount not less than $1,000,000 per occurrence, combined single limit, written on an occurrence form;
(e) Umbrella Liability Insurance in excess of the coverage set forth in clauses (b), (c) and (d), with limits of not less than $10,000,000 per occurrence, $10,000,000 annual aggregate, written on an occurrence form;
(f) Broad-form All Risk Insurance, including, but not limited to (i) Full Replacement Cost (except with respect to earthquake coverage which shall be in an amount equal to the Probable Maximum Loss amount as determined through a Probable Maximum Loss study conducted every five years during the Term) and Consequential Loss coverage on the Arena and its contents, furnishings and operating equipment, and (ii) combined Business Income and Extra Expense coverage, with coverage equal to or better than that set forth in ISO form CP 00 30 06 95 (covering the loss of income, including all Net Revenues, attributed to the parking areas as well as the Arena), including net profit, continuing charges, expenses (including, without limitation, Debt Service) and payroll for a twelve (12) month period of indemnity, and (iii) coverage for consequential loss from service interruption; (g) In the event that the Manager implements valet parking services, the Manager will secure and maintain Garage Keeper’s Direct Primary Legal Liability, written on an occurrence form, for all parking operations with adequate limits to cover fire and theft to all automobiles, or any portion or the contents thereof, including, without limitation, loss caused by riot, civil commotion, vandalism, malicious mischief and collision;
24 (h) Earthquake and flood coverage shall be obtained on conditions acceptable to the City and the Manager in conjunction with an all-risk physical damage policy, by purchase of a difference in conditions policy, under a blanket policy, or any combination of the preceding. However, if the City and the Manager determine that, in any operating year, earthquake and/or flood insurance is not available on a commercially reasonable basis, then the City may forgo the purchase of earthquake and/or flood insurance in such operating year until such insurance can be obtained on a commercially reasonable basis. Earthquake and flood coverage shall provide coverage for Business Income and Extra Expense losses as set forth in clause (f) above provided such coverage is available on a commercially reasonable basis; (i) Excess General Liability coverage in an amount not less than $40,000,000 per occurrence, $40,000,000 aggregate, rising to $50,000,000 per occurrence, $50,000,000 aggregate August 15, 2025, rising to $60,000,000 per occurrence, $60,000,000 aggregate August 15, 2035, and rising to $65,000,000 per occurrence, $65,000,000 aggregate August 15, 2043, rising to $70,000,000 per occurrence, $70,000,000 aggregate August 15, 2053, and the policy shall be concurrent with and follow the form of the underlying insurance, including named insured provisions and shall be primary and noncontributing with any insurance maintained by the City or any additional insureds;
(j) Comprehensive Crime coverage, through insurance or bond, as follows: (i) Blanket Fidelity coverage in the amount of $5,000,000; (ii) coverage for Loss Inside/Loss Outside in the amount of $250,000; (iii) Depositor’s Forgery coverage in the amount of $250,000; and (iv) Computer Fraud coverage in the amount of $5,000,000; and
(k) Cyber Liability coverage in an amount not less than $5,000,000 per occurrence.

If at any time during the term of the Management Agreement, the amount and/or coverage of insurance which the Manager is required to procure and maintain as described above is, in the City’s reasonable judgment, materially less than the amount and/or type of insurance coverage typically carried by owners or managers of properties located in Orange County which are similar to and operated for similar purposes as the Arena, the City shall have the right to require the Manager to increase the amount and/or change the types of insurance coverage required under this Section subject to such coverage being available on commercially reasonable terms:

From and after the termination of the Management Agreement for any reason, the City will be obligated to comply with the insurance requirements set forth in the Lease Agreement.

See APPENDIX I — “SUMMARY OF THE MANAGEMENT AGREEMENT — Insurance”.

Damage or Destruction of the Property
[ __ ]
See APPENDIX G — “SUMMARY OF THE LEASE AGREEMENT — Distribution of Proceeds from a Total Taking and from Insurance” and see APPENDIX I — “SUMMARY OF THE MANAGEMENT AGREEMENT — Damage and Destruction”.

Eminent Domain Proceedings Concerning the Property
[ __ ]
See APPENDIX G — “SUMMARY OF THE LEASE AGREEMENT — Eminent Domain” and see APPENDIX I — “SUMMARY OF THE MANAGEMENT AGREEMENT — Condemnation”. 25 Lease Default Events and Remedies
The Lease Agreement provides for certain specific Lease Default Events including, without limitation, if the City fails to pay any Rental Payments (including Base Rental Payments) payable under the Lease Agreement when the same becomes due and payable, among others. Upon the occurrence and during the continuance of a Lease Default Event under the Lease Agreement (i) the Authority and the Trustee (as its assignee) will have the right to collect each installment of Rental Payments as the same become due and enforce any other covenants, terms or provisions of the Lease Agreement to be kept or performed by the City, and (ii) the City will remain obligated to pay the full amount of the Rental Payments (including the Base Rental Payments) but only from the Account Collateral and the Gross Revenues available therefor, will pay such Rental Payments punctually at the same time and in the same manner as provided for the payment of Rental Payments under the Lease Agreement and will remain liable and will keep or perform all covenants, terms and provisions of the Lease Agreement to be kept or performed by the City.

Upon the occurrence and during the continuance of a Lease Default Event, the Authority or the Trustee (as assignee of the Authority’s rights under the Lease Agreement) will be entitled to proceed to protect and enforce the rights vested in the Authority by the Lease Agreement or by law. The provisions of the Lease Agreement and the duties of the City and of the members of its governing body, its officers or its employees will be enforceable by the Authority by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority will have the right to bring the following actions:
(i) Acceleration. By written notice to the City, declare the outstanding Rental Payments (including Base Rental Payments) to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.
(ii) Accounting. By action or suit in equity to require the City and its city council, officers and employees and its assigns to account as the trustee of an express trust. (ii) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or the Trustee. (iii) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority’s or the Trustee’s rights against the City (and its city council, officers and employees) and to compel the City to perform and carry out its duties and obligations under the law and its covenants and agreements with the City as provided in the Lease Agreement.

The Authority will have no right upon a default by the City under the Lease Agreement or a Lease Default Event to terminate the Lease Agreement, re-enter the Property and eject the City therefrom, or to re-enter the Property, eject the City therefrom and, without terminating the Lease Agreement, to re-let the Property for the account of the City with respect to such default or Lease Default Event. Any judgment for the payment of money by the City as a result of a Lease Default Event will be payable solely out of the Account Collateral and the Gross Revenues available therefor pursuant to the Lease Agreement.

See APPENDIX G — “SUMMARY OF THE LEASE AGREEMENT — Defaults and Remedies”. [Remainder of page intentionally left blank.]
26 PLAN OF FINANCE
General
Series 2023[●] Bonds.

The proceeds of the Series 2023[●] Bonds will be used as follows: (a) to pay to or as directed by the City and made available by the City to the Manager to, subject to budget review and satisfactory diligence of the Construction Monitor (as defined below) and the Underwriter, fund or reimburse a portion of the costs of designing, developing (including, without limitation, pre-development activities), constructing, equipping and furnishing the Project, (b) to fund interest and fees due on the Series 2023[●] Bonds for a period of two years, and (c) to pay fees and expenses incurred in connection with the issuance and sale of the Series 2023[●] Bonds.

Funding of Construction Cost Overruns and other Shortfalls.

In the event of a shortfall in amounts available to pay all costs and expenses of improvements to the Facility undertaken by the Manager, the Manager will make, or cause its affiliate or a third party lending institution to make, Debt Service Loans by the Manager, an Affiliate of the Manager or a third party lending institution, the proceeds of which are used to pay such costs and expenses of improvements to the Facility undertaken by the Manager. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Manager Operating Loans and Debt Service Loans” herein.

Estimated Sources and Uses of Funds
The following table shows the initial estimated sources and uses of funds with respect to the Series 2023[●] Bonds:

SOURCES
Principal Amount of Series 2023 Bonds $
Plus: Net Original Issue Premium
Total $
USES
Deposit to Debt Service Reserve Account
Deposit to Construction Account $
Deposit to Capitalized Interest Subaccount(1)
Costs of Issuance(2)
Total $

(1) Capitalized interest through approximately ______, 202[ ]. (2) Includes costs of issuance, such as legal fees, Underwriter’s discount, printing costs, rating agency fees and other miscellaneous expenses.

Disbursement of Construction Funds
The proceeds of the Series 2023[●] Bonds allocated to fund or reimburse the costs of completing the Project will be held in the Construction Account and will be disbursed to the Manager pursuant to the Construction Disbursement Agreement, dated as of [___________, 2023], by and among the Manager, the Construction Monitor, the Trustee [and JPMorgan Chase Bank, National Association, in its capacity as the 27 Purchasers’ Representative] (the “Construction Disbursement Agreement”), subject to satisfaction of certain conditions set forth in the Construction Disbursement Agreement, including the following conditions: (i) receipt by the Authority, the City, the Trustee and the Construction Monitor of written notice from the Manager specifying in detail the intended use of any amount on deposit in the Construction Account and (ii) the Construction Monitor’s confirmation that such funds will be applied towards budgeted Project Costs previously incurred and invoiced (which confirmation will be given or denied no later than five (5) Business Days following the Construction Monitor’s receipt of such Manager’s notice, and which will not be unreasonably withheld, delayed or conditioned.

Annual Debt Service Requirements
Under the Lease Agreement, the City is obligated to make Base Rental Payments that have been calculated to be sufficient to make the interest and principal payments on the Series 2023[●] Bonds when due. The City’s Base Rental Payments are due no later than the [fifth (5th) Business Day] next preceding each Interest Payment Date.

The following table sets forth for each twelve (12) month period ending [____], the estimated annual debt service requirements for the Series 2023[●] Bonds:

Period Ending Principal Interest Debt Service
Base Rental Payments
[ __ ]
See “BASE RENTAL PAYMENT SCHEDULE” below.

Series 2023[●] Bonds
Concurrently with the issuance of the Series 2023[●] Bonds, the Authority will issue the Series 2023[●] Bonds in order to finance certain costs of the Project. The Series 2023[●] Bonds will be payable from the Base Rental Payments on a parity with the Series 2023[●] Bonds.

Future Additional Bonds
The Authority may at any time issue one or more Series of Additional Bonds (i.e., in addition to the Series 2023[●] Bonds and the Series 2023[●] Bonds) payable from Base Rental Payments on a parity with all other Bonds theretofore issued under the Indenture, but only subject to satisfaction of the conditions precedent to the issuance of such Additional Bonds as set forth in the Indenture, including, without limitation, (a) compliance with the terms of the Financing Documents (including the Ground Lease, the Lease Agreement and the Management Agreement), (b) amending the Ground Lease and the Lease Agreement to increase the Base Rental Payments payable by the City thereunder by an aggregate amount 28 equal to the principal of and interest on such Additional Bonds, (c) that each of the Series 2023[●] Debt Service Reserve Account and the Series 2023[●] Debt Service Reserve Account and the Series 2023[●] Work Stoppage Reserve Account and the Series 2023[●] Work Stoppage Reserve Account (in each case if applicable), is fully funded at such time, (d) confirmation of an investment grade rating of the Series 2023[●] Bonds and such Additional Bonds (after giving effect to the issuance of such Additional Bonds), and (e) that each of the historical and pro-forma debt service coverage ratios is at least equal to 2.00:1.00.

The proceeds of the Additional Bonds will be used solely to finance capital improvements to the Project or to refund first, the Series 2023[●] Bonds and second, the other Outstanding Bonds.

CFD Financings
Certain public improvements and infrastructure related to the Project and ocV!BE will be refinanced through the issuance of bonds by Anaheim Community Facilities District No. 08-1 (“CFD 08- 1”), created by the City in 2008 to fund public facilities and improvements to land located at the confluence of the I-5 and SR-57 freeways, known as the “Platinum Triangle,” which includes ocV!BE and a new community facilities district for ocV!BE to be formed in the future (the “OCV CFD”). The CFD 08-1 bonds are expected to be issued in the approximate amount of $_________ and the OCV CFD bonds are expected to be issued in the approximate amount of $__________ (collectively, the “CFD Bonds”).

Proceeds of the CFD Bonds are expected to be applied to finance construction of and improvements to public roads, landscaping, rail crossing, electric grid upgrades, utilities, traffic, signage, lighting and other improvements as described in the Development Agreement. In addition to such improvements, a portion of the proceeds of the OCV CFD bonds will be used to pay impact fees. [Remainder of page intentionally left blank.]
29 BASE RENTAL PAYMENT SCHEDULE
Following is the schedule of Base Rental Payments due with respect to the Series 2023[●] Bonds and the Series 2023[●] Bonds, assuming no optional or extraordinary redemption prior to maturity:

Date Principal Interest Total Payments Annual Payments
Total
[Remainder of page intentionally left blank.]
30 THE PROJECT
The Arena
Located at 2695 E Katella Avenue, Anaheim, California 92806, the Arena officially opened as “Anaheim Arena” on June 17, 1993, with a reported construction cost of $123 million. The Arena is owned by the City and managed by the Manager. In October of that same year, the venue was renamed “Arrowhead Pond” and hosted the first game of the Team. In 2003, entities related to the family of Henry and Susan Samueli (the “Samueli Family Entities”) took ownership of the Manager. In 2005, the Samueli Family Entities acquired the Team. In 2006, the name of the Arena changed to the “Honda Center.” Encompassing 650,000 square feet, the Arena has a hockey seating capacity of 17,374, a basketball seating capacity of 18,336, and a center stage seating capacity of 18,900, including 84 luxury suites, 1,776 club seats, and 204 glass seats.

Since 2003, the Samueli Family Entities have invested approximately $92.2 million in upgrades to the Arena, including the construction of the 15,000 square foot Shock Top Terrace and a retail store in 2013, scoreboard and control room upgrades in 2016, locker room upgrades in 2021, and various maintenance and renovation expenditures to maintain the functionality of the Arena. [Add description of façade and construction]
The Team is the primary user of the Arena. The Manager licenses the use of the Arena to TeamCo for the Team’s home games pursuant to the NHL Team Agreement. TeamCo is indirectly owned by the Samueli Family Entities. See “ARENA MANAGEMENT AND OPERATIONS – Organizational Structure” for additional information.

OC V!be
The Master Development, also known as OC V!BE, is a 95-acre, master-planned development designed with the Arena as the principal anchor, will be constructed in multiple phases, including: (a) the Project described herein (see “— The Project” below); and (b) a mixed-use development adjacent to the Honda Center, including 1.1 million square feet of office space, 230,000 square feet of retail and restaurant space, a new market hall, two hotels totaling approximately 550 rooms, 1,500 residential units, four plazas providing 20 acres of public gathering space, 10 acres of parks (including a four-acre wellness park and five-acre meadow park), over 8,000 parking spaces, a 5,700-capacity concert hall, and an outdoor Meadow Park amphitheater (flexible capacity). The Master Development also includes new roads and the improvement of existing roads, along with related infrastructure, landscaping, utilities, electric grid upgrades, traffic improvements, and pedestrian bridges and pathways, certain components of which are expected to be financed with the proceeds of the CFD Bonds to be issued by CFD 08-1 and OCV CFD. See “PLAN OF FINANCE — CFD Financings” herein for a description of such bonds and such components of the Master Development.

The Project
The “Project”, to be financed with the proceeds of the Bonds, will be located on real property leased to the City pursuant to the Lease Agreement and managed by the Manager pursuant to the Management Agreement, means the construction, design, and development of (i) certain planned renovations to the Arena and (ii) the construction of structured parking, digital advertising billboards and related infrastructure on the Additional Project Property more particularly described as follows:

Parking Deck B
Parking Deck B will be constructed on land that is leased to the City for a term of __ years commencing on the Closing Date. Parking Deck B will consist of a six-story parking structure with approximately 2,970 parking spaces. Parking within Parking Deck B will be available to the general public on a first-come, first-served basis at no cost. All operational expenses associated with operation of Parking Deck B will be the responsibility of the Manager payable from sources other than Gross Revenues. The 31 estimated cost of constructing Parking Deck B, including site work, is $83,700,492. The estimated completion date for Parking Deck B is _______.
[Parking Deck C
Parking Deck C will be constructed on land that is leased to the City for a term of __ years commencing on the Closing Date. Parking Deck C will consist of a six-story parking structure with approximately 1,568 parking spaces. Parking within Parking Deck C will be available to the general public on a first-come, first-served basis at no cost. All operational expenses associated with operation of Parking Deck C will be the responsibility of the Manager payable from sources other than Gross Revenues. The estimated cost of constructing Parking Deck C, including site work, is $40,642,628. The estimated completion date for Parking Deck C is _______.]
Parking Deck D
Parking Deck D will be constructed on land that is owned by the City. Parking Deck D will consist of a five-story parking structure with approximately 1,190 parking spaces. Parking Deck D will provide preferred parking for suite and club seat holders, season pass ticket holders and team officials. In addition, some parking within Parking Deck D will be available to the general public on a first-come, first-served basis at no cost on days and times when there is no event at the Arena. With the exception of the CUP Portion described below, revenues generated from the operation of Parking Deck D will constitute Gross Revenues, and all operational expenses associated with operation of Parking Deck D will be the responsibility of the Manager payable from sources other than Gross Revenues.

A portion of the land on which Parking Deck D will be constructed (the “CUP Portion”) will be occupied by a Central Utility Plant (the “CUP”), including electrical, chillers, cooling towers and supporting equipment. The CUP Portion will not be financed with proceeds of the Bonds. The CUP Portion will be leased by the City to a special purpose entity that will own and operate the CUP. The Manager will not be responsible for any operational expenses associated with the CUP Portion, and revenues generated from the operation of the CUP will not constitute Gross Revenues.

The estimated cost of constructing Parking Deck D, including site work, is $46,109,090, excluding an estimated cost for the CUP Portion of $__________. No proceeds of the Bonds will be used to finance or refinance the CUP Portion. The estimated completion date for Parking Deck D is _______.

Restaurant Row Display
The “Restaurant Row Display” refers to a 300-foot LED sponsorship display screen that will be mounted on a building in the restaurant row section of the Master Development in an area made subject to a perpetual easement granted to the City permitting the location of and providing access to such Restaurant Row Display. The City will own all of the equipment comprising the Restaurant Row Display. The estimated cost of constructing the Restaurant Row Display is $6,634,058. The estimated completion date for the Restaurant Row Display is _______.

Spectaculars
The “Spectaculars” refers to two large format sponsorship displays to be installed within the Master Development, one of which will be mounted on Parking Deck B and the other to be mounted on Parking Deck C, and, in each case, in an area made subject to a perpetual easement granted to the City pursuant to the Lease Agreement permitting the location of and providing access to such Spectaculars. The City will own all of the equipment comprising the Spectaculars. All net revenues generated from the operation of the Spectaculars for the first 10 years will constitute Gross Revenues and shall be allocated in accordance with the Management Agreement . Subsequent to the initial 10-year period and pursuant to the District Sign Agreement, net sponsorship revenues generated from the operation of the Spectaculars above a base year level will be excluded from allocation of all Gross Revenues under the Management Agreement and instead, a fixed portion of which shall be specially allocated to the City and the balance of which will be 32 allocated to the Manager. The estimated cost of constructing the Spectaculars is $3,923,986. The estimated completion date for the Spectaculars is _______.]
Static Sponsorship
The “Static Sponsorship” refers to a variety of static signage to promote business and other activities throughout the Master Development in areas made subject to perpetual easements granted to the City permitting the location of and providing access to such Static Sponsorship. Revenues generated from the operation of the Static Sponsorship will constitute Gross Revenues. The estimated cost of constructing the Static Sponsorship is $2,988,750. The estimated completion date for the Static Sponsorship is _______.

LED Sponsorship Signage
The “LED Sponsorship Signage” refers to a LED screens to display sponsorship advertisements throughout the Master Development in areas made subject to perpetual easements granted to the City permitting the location of and providing access to such LED Sponsorship Signage. The City will own all of the equipment comprising the LED Sponsorship Signage. All revenues generated from the operation of the LED Sponsorship Signage will constitute Gross Revenues. The estimated cost of constructing the LED Sponsorship Signage is $3,006,250. Construction of LED Sponsorship Signage will coincide with phasing of the Project, with all displays estimated to be complete and operational by 2027.

Wellness Park
The “Wellness Park” refers to an area adjacent to the Arena and encircled by residential, office and commercial developments constituting a portion of the Master Development, that will provide open and active spaces for public use pursuant to a perpetual easement granted to the City. The estimated cost of the Wellness Park is $9,720,000. The estimated completion date for the Wellness Park is _______.

Art Installations
The Master Development will include a variety of art installations that will be available to the general public. The estimated cost of the art installations is $5,968,750. The estimated completion date for the art installations is _______.

Spanish Steps
The “Spanish Steps” refers to an area that provides public access to a variety of activities and experiences located between the Arena and the facilities encircling the Arena, on the one hand, and areas south of East Katella Avenue that are not part of the Project, on the other hand, and constructed on real property made subject to perpetual easements granted to the City that specifically permit the uses contemplated in connection with the Spanish Steps. The estimated cost of constructing the Spanish Steps is $7,308,483. The estimated completion date for the Spanish Steps is _______.

South Plaza
The “South Plaza” component of the Master Development will be a highly programmed amenity area to the south of Arena and will include hardscape highlighted by planter wells and trees providing shade canopies for café diners at the south entrance to the Arena. The South Plaza’s main function is a transition between the Porch/Katella Avenue Bridge into Arena and staging for customers of the Arena. Portions of the property on which the South Plaza will be constructed will be subject to a perpetual easement granted to the City that specifically permits access to and from the Arena. The estimated cost of construction of the South Plaza is $10,485,886. The estimated completion date for the South Plaza is _______.

The Gardens
33 The “Gardens” component of the Master Development will be a highly programmed amenity area to the east of the Arena and will include verdant pedestrian gathering spaces centered on a main gathering space located on the east side of the Arena. The Gardens will connect South Plaza with River Road and the “Art Alley” along Parking Deck D. The main flexible gathering area will be centered under a grove of shade trees with a pavilion and stage for events. Surrounding the central gathering area on the north and east sides, lawn terraces with built-in seat walls will rise to create an occupiable landscape buffer to the adjacent Parking Deck D and River Road. The property on which the Gardens will be constructed will be subject to a perpetual easement granted to the City that specifically permits access to and from the Arena. The estimated cost of construction of the Gardens is $4,275,396. The estimated completion date for the Gardens is _______.

North Plaza
The “North Plaza” component of the Master Development will be a highly programmed amenity area to the north of the Arena and will include entertainment facilities, clubs and retail establishments that will capture the back-of-house theme of the loading areas for the Arena. The North Plaza is intended to offer industrial-themed spaces and building designs while maintaining the operational needs of the Arena.

The property on which the North Plaza will be constructed will be subject to a perpetual easement granted to the City that specifically permits access to and from the Arena. The estimated cost of construction of the North Plaza is $4,502,522. The estimated completion date for the North Plaza is _______.

Development Agreement.

AREP will enter into a Development Agreement No. __, dated ____________, 202__ (the “Development Agreement”), between the City and AREP, pursuant to which the Project will be developed and constructed.
[ __ ]
Governmental Permits and Approvals
The Project and related infrastructure require numerous discretionary state and local governmental permits or approvals. Although the Manager is not currently aware of any impediments to the issuance of such permits and approvals and believes that all required permits and approvals will be issued in the ordinary course of business, there can be no assurance that the Manager will be able to receive such permits and approvals to enable the completion of the various components of the Project within the time frames described herein, or without material changes to the expected design or cost of the Project and related infrastructure.. See “RISK FACTORS AND INVESTMENT CONSIDERATIONS – Governmental Permits and Approvals” herein.

PROJECT PARTICIPANTS
The Authority
The Authority was created under the State’s Joint Exercise of Powers Act pursuant to a Joint Powers Agreement, dated January 28, 1992 (the “Joint Powers Agreement”), by and between the City and the Redevelopment Agency of the City of Anaheim (the “Anaheim Redevelopment Agency”). Effective February 1, 2012, the Anaheim Redevelopment Agency was dissolved as required by the redevelopment agency dissolution law. On January 10, 2012, the City Council elected to have the City serve as the successor agency to the Anaheim Redevelopment Agency. Pursuant to California Health & Safety Code Section 34178(b)(3), joint powers agreements in which the former redevelopment agency is a member of the joint powers authority remain valid and bind the successor agency, subject to the constraints on the successor agency under the redevelopment agency dissolution law. Pursuant to the Joint Powers Agreement, as amended, the Authority may enter into agreements to acquire, construct, maintain, improve, 34 renovate, repair and expand certain real property, buildings, works and improvements and acquire, maintain, lease and operate certain personal property and equipment. The Authority also has the authority to issue bonds and incur indebtedness.

The members of the City Council of the City serve as the members of the Board of Directors of the Authority. See “CITY OF ANAHEIM” below.

The Authority has issued bonds and may in the future enter into additional leases to finance facilities other than the Property.

The Authority has no financial liability to the Owners of the Series 2023[●] Bonds with respect to the payment of Base Rental Payments by the City or with respect to the performance by the City of the other agreements and covenants it is required to perform.

The City
The City was founded and incorporated in 1857. No change in organization took place until June 1964, when the local voters approved a City Charter (the “Charter”). In 2014, Charter amendments were approved to change the City’s election of City Council members from at-large voting to “by-district” voting and increase the number of City Council members from four to six (plus the Mayor). The Mayor and the other six City Council members are elected to four year terms in alternate slates every two years. The Mayor presides over meetings of the City Council and has one vote.

The City operates under the Charter and with a Council Manager form of government. The City Council appoints the City Manager, who heads the executive branch of government, implements City Council directives and policies, and manages the administrative and operational functions through the various departmental heads, who are appointed by the City Manager.

The Manager
The Manager is Anaheim Arena Management, LLC, a California limited liability company. H&S Real Estate I, LLC, a California limited liability company, was originally formed on April 5, 2001. Prior to incurring any significant transactions, H&S Real Estate I, LLC, changed its name to Anaheim Arena Management, LLC on March 26, 2003, in anticipation of acquiring the exclusive right and license to operate the Arena. Samueli Family Entities currently own 100% of the ownership interests of the Manager.

Effective December 16, 2003, the City and the Manager entered into a Facility Management Agreement pursuant to which the Manager was granted the exclusive license to manage the Arena, and has continuously managed the Arena since such date. See “ARENA MANAGEMENT AND OPERATIONS— Organizational Structure” for additional information concerning the Manager.

TeamCo
On June 20, 2005, Anaheim Ducks Hockey Club, LLC (“TeamCo”), an affiliate of the Manager, acquired the Mighty Ducks Hockey Club, LLC and affiliated entities from Disney Enterprises, Inc.

Although the Manager and TeamCo operate as separate entities, they are parties to an Intercompany Agreement (“ICA”) pursuant to which they share certain services related to sales, marketing, human resources, accounting, community relations, entertainment and senior management. Payments related to such services are settled in the ordinary course of business. See “ARENA MANAGEMENT AND OPERATIONS—Organizational Structure” for additional information concerning TeamCo.

The Construction Monitor/Independent Engineer
[ __ ]
See APPENDIX R — “[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]” herein.
35 The Developer
[ __ ]
The Architects
[ __ ]
The Insurance Broker
[ __ ]
See APPENDIX S — “INSURANCE BROKER REPORT” herein.

ARENA MANAGEMENT AND OPERATIONS
The Manager is a privately-owned limited liability company organized under the laws of the State of California. The Manager is organized [as a bankruptcy-remote special purpose entity] for the purpose of managing, operating and maintaining the Arena, as agent for the City. The Manager has no business other than the management, operation, and maintenance of the Arena, including managing the construction, design and development of the Arena Renovations, and certain related activities, including producing, promoting, coordinating and staging all acts and events to be held at the Arena, as further described in the Management Agreement.

The Manager is owned by the Samueli Family Entities. Pursuant to the Manager’s operating agreement (the “Operating Agreement”), management and control of the Manager is vested exclusively in H&S Ventures, LLC, a California limited liability company (“H&S Ventures”) indirectly owned by the Samueli Family Entities. The Operating Agreement permits cash disbursements to the members of the Manager in amounts determined by H&S Ventures in its sole discretion.

H&S Ventures has entered into a service agreement with the Manager to provide various professional services, including legal, accounting, human resources and risk management services. In addition, ocV!BE Sports & Entertainment, LLC, a California limited liability company also owned by the Samueli Family Entities, has entered into a service agreement with the Manager to provide executive management, human resources, finance, legal and risk management and safety services.

The Manager licenses the use of the Arena to TeamCo, which is the owner of the Team, for all the Team’s home games (subject to certain limitations) pursuant to the NHL Team Agreement. TeamCo is indirectly owned by the Samueli Family Entities.

The experience and qualifications of the executive team of the Manager are as follows:

Michael Schulman, Chairman. Michael Schulman has been instrumental in the execution of various projects within the Manager, TeamCo, and H&S Ventures throughout his years working with each entity. He serves as Executive Chairman of ocV!BE in addition to his role as Managing Director of the Samueli family office. Mr. Schulman holds a BA in Economics from University of California, Berkeley and also studied at the University of Santa Clara Law School and University of Leeds.

Mr. Schulman’s roles are multi-faceted as he will continue to serve as Chairman of the Board of the Manager, Chief Executive Officer of TeamCo, Chairman of the Board of the Anaheim Ducks Foundation and Chief Executive Officer of the San Diego Gulls Hockey Club (SDG). In addition, Mr.

Schulman is an Alternate Governor for both the NHL and AHL Board of Governors, and also serves on the board of NHL Enterprises.

Mr. Schulman was the lead negotiator on behalf of the Samueli family in the Manager’s acquisition of the Arena management agreement in 2003. He acts as liaison between the Samueli family and the 36 Manager and supervises all financial, legal and charitable decisions of the Arena. He also acts as liaison with the other partners of the Manager and the City.

Bill Foltz, Chief Executive Officer. Bill Foltz oversees the planning, strategic vision and development of ocV!BE as well as leading the business initiatives of the Arena and the Manager’s Sports Division.

Mr. Foltz previously served as Chief Operating Officer of ocV!BE, responsible for the day-to-day operations and all enterprise-wide business functions, including finance, human resources, information technology and legal. He led all aspects of financing the development of the Project and the Master Development, including real estate operations as phases of the mixed-use community project continue.

Mr. Foltz has extensive experience over a 35-year career that covers professional sports, hospitality, private equity and consumer products. Most recently, Foltz served as the Chief Financial Officer for the Anaheim Ducks, the Manager and H&S Ventures, the entity that manages the Samueli family office and the various other holdings of the Samuelis. He oversaw the financial teams for each of the operating entities of the Samueli family holdings and was responsible for all treasury, banking, strategic planning and taxes for the various companies.

Mr. Foltz joined H&S Ventures in 2015 and subsequently assumed the CFO roles for the operating companies in 2016. Early in his career he served the O’Malley family as CFO of the Los Angeles Dodgers, and subsequently joined Platinum Equity, LLC, a Beverly Hills private equity fund where he oversaw the initial fundraising effort in 2004, resulting in the largest first-time fund raise of that year. He then joined the Wonderful Companies, the holding company for consumer products companies Pom Wonderful, Wonderful pistachios and almonds, Halos mandarin oranges, Fiji Water and floral interchange Teleflora.

While with the Wonderful Companies, he negotiated and closed the acquisition of the iconic Fiji Water company. Immediately prior to joining H&S Ventures, Foltz was CFO of Oakwood Worldwide, LLC, the world’s largest provider of temporary housing where he sourced, negotiated and closed a multi-billion dollar joint venture with Singapore’s Mapletree Investments.

Tim Ryan, Executive Director, Sports and Entertainment. Tim Ryan consults in areas such as business development, sports, entertainment and hospitality management, advisory board participation, and local community engagement.

Mr. Ryan has more than 41 years of arena management and event creation experience, 27 of those years at the Arena, most recently serving as the President/Chief Executive Officer of the Manager and the Executive Vice President/Chief Operating Officer for TeamCo. Mr. Ryan also led major efforts to upgrade the Arena, assuring it remains one of the world’s top-of-the-line sports and entertainment venues, including the Grand Terrace Project that features the Shock Top Terrace and Anaheim Ducks Team Store. He successfully led the Team’s business efforts to record growth, while initiating numerous community, fan- friendly and youth hockey programs that have increased the popularity of the sport in the Southern California market.

Dan Young, Executive Director, Development. Dan Young is leading the master planning of the Project and the Master Development. Mr. Young formerly served as president of Irvine Community Development Company LLC, an affiliate of The Irvine Company responsible for all residential development on The Irvine Ranch. Young guided all facets of The Irvine Company’s community master- planning and development process. Prior to joining The Irvine Company in November 1999, Young had a 20-year career as a real-estate developer and a consultant to the industry. His community involvement includes 11 years on the Santa Ana City Council, including eight years as mayor.

Mike Beteag, Executive Vice President and Chief Technology Officer. Mike Beteag is the Chief Technology Officer supporting the ocV!BE smart city implementation as well as the technology needs for the Team, the Arena, the San Diego Gulls and The Rinks organizations. Mr. Beteag has almost 30 years of IT expertise.
37 Mr. Beteag previously led Forebrain Technologies Inc., a team of programmers, graphic designers, and project management consultants that provide information technology solutions for critical customer needs, including such companies as 20th Century Fox, Edison International, Disney, Toyota, Hewlett Packard, and Motorola. He earned his Bachelor of Science from San Diego State University and a Master of Business Administration from Pepperdine University.

Kim Bedier, Senior Vice President & General Manager. Kim Bedier is the Senior Vice President and General Manager for ocV!BE and its venues, including the Arena. She will provide strategic leadership over venue specific departments, including ticketing, event services, marketing, public relations, and programming.

Ms. Bedier brings over 25 years of strategic vision and venue management expertise to ocV!BE.

She comes from the City of Tacoma, Washington, where she was the Director of Venues & Events for Tacoma Dome, Greater Tacoma Convention Center, Cheney Stadium, Theater on the Square, and the Pantages and Rialto Theaters. Ms. Bedier previously served as the General Manager of Comcast Arena (now Angel of the Winds Arena) in Everett, WA. Ms. Bedier also held leadership roles at Toronto’s Air Canada Centre (now Scotiabank Arena) and the Crystal Centre in Grande Prairie, Alberta, and oversaw an international work crew at the Olympic Medals Plaza during the Salt Lake 2002 Olympic Games.

Gina Galasso, Executive Vice President and Chief Human Resources Officer. Gina Galasso is responsible for developing and executing all aspects of the overall human resources strategy in support of the overall business plan and strategic direction of ocV!BE. She will specifically lead the areas of cultural development and change management, global talent management, organizational design, employee education and development, diversity and inclusion, HR operations and technology, compensation and benefits, employee relations and administrative services.

Ms. Galasso joined the Anaheim Ducks organization in October 2013. Over the last seven years, she has taken on positions of increasing responsibility within the Samueli Family Entities, including TeamCo, the Arena, The Rinks, San Diego Gulls, H&S Ventures including Vice President of Human Resources. She brings a wealth of human resources and financial management professional experience to ocV!BE with her work developing and leading global people practices at the Walt Disney Company, Southern California Edison, Los Angeles Dodgers, and Ernst & Young, LLP.

Bill Pedigo, Executive Vice President and Chief Commercial Officer. A 25-year veteran of the sports business industry, Bill Pedigo achieved tremendous success over his career representing a wide variety of teams, venues and events. Mr. Pedigo has sold more than $1 billion in contractually obligated income, including franchise-record naming rights, jersey sponsorships and event entitlement.

Mr. Pedigo is focused on all aspects of corporate partnership integration in the 95 acres of the Master Development, inclusive of the Project. Immediately on the heels of property acquisition around the Arena, Mr. Pedigo and his team began strategy planning, package development and partnership evaluation for the property. Shortly before the public announcement for the Master Development, Mr. Pedigo began go-to-market efforts to identify like-minded partners looking for return on investment and prioritizing customer experience. Mr. Pedigo is also leading efforts to bring forth best-in-class activation and seeking to integrate a limited number of high quality brands into the ocV!BE experience in new and innovative ways. Bill continues to oversee the corporate partnerships division for the Team, the Arena, The Rinks facilities, ARTIC and Great Park Ice & FivePoint Arena.

Mr. Pedigo has led major revenue areas for Samueli-owned Orange County properties the last four seasons, including corporate partnerships, premium seating and ticketing that reached all-time highs in 2019. Mr. Pedigo also secured naming rights for Great Park Ice & FivePoint Arena in 2017, and signed the franchise’s first Season Presenting Partnership with UCI Health in 2018. Prior to joining TeamCo, Mr.

Pedigo had significant stints with the Kansas City Chiefs, Anaheim Angels and AEG as well as time with Nitro Circus and Competitor Group, Inc. in senior leadership roles. 38 Katie Rodin, Executive Vice President and Chief Legal Officer. Katie Rodin oversees all legal matters of ocV!BE, including the Entertainment Division consisting of the Arena and new properties within the Master Development district and the sports division consisting of the Anaheim Ducks, The Rinks and San Diego Gulls.

Ms. Rodin leads the legal activities of the organization, including the development and implementation of legal strategies and initiatives, negotiating stakeholder agreements, managing enterprise- wide deployment of legal services, collaborating with all business units, managing litigation and ensuring compliance in all aspects of the organizations’ operations. Ms. Rodin has served the sports and entertainment arm of the Samueli family of companies since 2008 and brings with her an extensive background in complex real estate and financial transactions as well as general corporate matters.

Kevin Starkey, Executive Vice President and Chief Venue Management Officer. Kevin Starkey is the Executive Vice President and Chief Venue Management Officer for ocV!BE and Vice President and Chief Operating Officer of the Manager. He will oversee construction of portions of the Master Development as well as venue specific departments, including venue operations, parking, and security. In addition, Mr. Starkey is responsible for the food and beverage division of the Arena, including each of the Arena’s two full-service restaurants, dozens of innovative concessions concepts, and catering operations.

Mr. Starkey’s career in public facilities and arena management has spanned over 30 years. He is responsible for many of the company’s large-scale operations successes. He is currently leading several capital improvement projects that include the Team’s 21,000-square-foot dressing room, 9,000-square-foot private VIP club and six new star rooms as part of a 6,500-square-foot artist loft. Mr. Starkey is also overseeing the replacement of all seats in the Arena bowl, expansion of the press dining area and renovation of the visiting team dressing room.

Aaron Teats, Executive Vice President – Sports Properties; Club President, Anaheim Ducks.

Aaron Teats serves as Club President for TeamCo and Executive Vice President of the ocV!BE Sports Division, which includes the Team and the San Diego Gulls. In his TeamCo role, he now oversees all of the club’s business operations, including all ticket operations, marketing, communications, community relations, broadcasting, entertainment, merchandise, fan development, multi-media, signature events, and business intelligence.

Mr. Teats is in his 26th year with TeamCo, beginning his career within the broadcasting ranks in 1994. He served 11 years as both an Emmy Award-winning producer and director of the Team’s radio and television broadcasts before permanently transitioning to the business office in 2007. In his previous role as Chief Marketing Officer, Mr. Teats was integral in several business initiatives advancing the brand and financial impact of the Team in the community as well as the front office. He created the Team’s business intelligence division in 2017 and the club’s internal merchandise division in 2014, which included the design and creation of the new Ducks Team Store.

During his TeamCo tenure, Mr. Teats spearheaded additional successful initiatives which led to organizational growth. He helped lead the launch of the John Wayne Airport Breakaway Bar and Grill (2011), a Team-themed restaurant at Orange County’s international airport. Mr. Teats began his career in the entertainment/production department for the then-California Angels in 1992. He received his bachelor’s degree from Cal State Fullerton in 1992.

Joe O’Toole, Senior Vice President, Real Estate and Development. Joe O’Toole leads the land development of the Master Development. Partnering with both the internal and external teams, Mr. O’Toole is responsible for the entitlements, design, permitting, budgeting, pre-construction, and construction of the multi-billion dollar district. Mr. O’Toole works closely with the consultant team of architects, engineers and economic advisors to build the Samueli family’s vision of the Master Development becoming the focal point of sports, entertainment and wellness in Southern California for the public.

Mr. O’Toole possesses 20 years of experience in development, finance and investment banking.

Most recently he served as Public Storage’s lead executive on the National Reinvestment Program, and 39 previously Mr. O’Toole spent 16 years with The Irvine Company furthering his expertise in development, Capital Markets, Governmental Affairs and Finance. Mr. O’Toole began his career as an investment banking analyst focused on mergers and acquisitions and held his Series 7 and 63 stockbrokers license. Mr.

O’Toole earned a Bachelor of Arts degree in Economics from UCLA and holds a Master’s Degree in Real Estate Development from USC and is also a LEED AP.

Bryce Waters, Senior Vice President, Real Estate Finance. Bryce Waters is responsible for the capitalization and financing of the Master Development. Mr. Waters spent the majority of his 14-year career acquiring, developing, and financing over 20,000 apartments, 2.8 million square feet of office and industrial space, and 750 acres of single family residential land (total capitalization over $10 billion).

Previously, Mr. Waters spent seven years in the acquisitions and development group at The Irvine Company. He began his career as a financial analyst for the Department of Defense in Colorado Springs, CO. Waters has a B.S. degree in Economics from Weber State University, and an MBA from Columbia Business School, where he was an Alexander Bodini Fellow.

Brian Myers, Senior Director, Entitlement. Brian Myers is leading the entitlement efforts for the Master Development and is a member of the development team.

A graduate of Stanford University in Economics, Mr. Myers has nearly 35 years of experience in the real estate industry. Mr. Myers is the owner of Nuquest Ventures, LLC (“Nuquest”), a strategic advisor and development partner to corporations in real estate. Nuquest has provided strategic advisory and development services to companies such as The Irvine Company, Hanson Aggregates, Five Point Holdings and Lennar. Mr. Myers managed the entitlement and development of master planned communities and urban infill projects with over 50,000 residential units, 30 million square feet of commercial/office/retail and public facilities such as professional sports stadiums, city halls, community centers and large-scale parks.

Christina Templeton, Senior Director, Development. Christina Templeton leads the implementation efforts for the infrastructure and horizontal ground plane elements for the Master Development.

A licensed civil engineer in California with 30 years of professional experience in both the private and public sector, Ms. Templeton is the owner of Templeton Management Consulting, Inc., providing project management services that include master planning, entitlement, project scoping, design oversight and construction management. Ms. Templeton worked on many large-scale, complex projects in Orange County, including the $800 million Eastern Transportation Corridor and the 1,347-acre Orange County Great Park development, and served as the City Engineer for Laguna Beach.

Project Leases and Agreements
Site Lease.

TS Anaheim, LLC will lease the Additional Project Property to the City pursuant to a Site Lease, dated as of [_______], 2023 (the “Site Lease”), by and between TS Anaheim, LLC, as landlord, and the City, as tenant.

Ground Lease.

The City will lease the Property to the Authority pursuant to a Ground Lease, dated as of [_______], 2023 (the “Ground Lease”), by and between the City, as lessor, and the Authority, as lessee.

The City has right under the Ground Lease to substitute alternate real property for any portion of the Additional Project Property or release a portion of the Additional Project Property from the Ground Lease and the Lease Agreement (except, in each case, for the Parking Areas), subject to complying with all of the following conditions set forth in the Ground Lease: (a) an independent certified real estate appraiser 40 selected by the City shall have found (and shall have delivered a certificate to the City and the Trustee setting forth its findings) that the Property, as constituted after such substitution or release (i) has a fair replacement value at least equal to the aggregate principal amount of the Bonds then Outstanding, and (ii) has a useful life equal to or greater than the useful life of the Property, as constituted prior to such substitution or release; (b) the City shall have obtained or caused to be obtained a CLTA or ALTA title insurance policy or policies with respect to any substituted property in the amount of the fair market value of such substituted property (which fair market value shall have been determined by an independent certified real estate appraiser), of the type and with the endorsements described in the Lease Agreement; and (c) the City, the Authority and the Trustee shall have executed, and the City shall have caused to be recorded with the Orange County Recorder, any document necessary to reconvey the portion of the Additional Project Property being released and to include any substituted real property in the description of the Property contained in the Ground Lease and in the Lease Agreement. After removing such Additional Project Property from the premises demised under the Ground Lease, such Additional Project Property will also be removed or released from the premises demised under the Lease Agreement without the consent of any Owners of the Bonds. No substitution or release of any Additional Project Property pursuant to this provision will result in a reduction of the Base Rental Payments due from the City to the Authority under the Lease Agreement.

See APPENDIX F — “SUMMARY OF THE GROUND LEASE”.

Lease Agreement.

The Authority will sublease the Property back to the City pursuant to a Lease Agreement, dated as of [_______], 2023 (the “Lease Agreement”), by and between the Authority, as sublessor, and the City, as sublessee. Rental Payments (including Base Rental Payments) will be made by the City to the Authority under the Lease Agreement for the use and occupancy of the Property. The City is obligated under the Lease Agreement to pay the Base Rental Payments and Additional Rental Payments solely from the Account Collateral and the Gross Revenues available therefor under the Lease Agreement.

All of the Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement, including, without limitation, (i) its right to receive Base Rental Payments and the other Lease Revenues to be paid by the City pursuant to the Lease Agreement and (ii) the lien and pledge of the Account Collateral to the Authority pursuant to the Lease Agreement will be assigned by the Authority to the Trustee (for the benefit of the Owners of the Bonds, including the Series 2023[●] Bonds) pursuant to the Assignment Agreement; provided, however, 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.

See APPENDIX G — “SUMMARY OF THE LEASE AGREEMENT” and APPENDIX E — “SUMMARY OF THE ASSIGNMENT AGREEMENT”.

Management Agreement.

The City and the Manager entered into an Amended and Restated Facility Management Agreement, dated as of [_______], 202_, which amends and restates the Facility Management Agreement, dated as of December 16, 2003, as amended by a First Amendment to Facility Management Agreement, dated as of June 20, 2006, a Second Amendment to Facility Management Agreement, dated as of July 15, 2009, and an Amended and Restated Third Amendment to Facility Management Agreement, dated as of November 20, 2018 (as amended and restated, the “Management Agreement”), under which the Manager has an exclusive license to manage and operate the Arena, the Parking Areas and the real estate interests of the City subject to the Lease Agreement (collectively, the “Facility”) and an exclusive right to purchase, create, produce, self-promote, co-promote, coordinate and stage all acts and events held at the Arena, all in accordance with the Management Agreement. Under the terms of the Management Agreement, the Manager agreed that it (a) will perform its duties in a manner that maintains the Arena and its facilities, equipment and services on behalf of City as a sports and entertainment facility in acceptable condition and 41 (b) will apply prudent and reasonable business practices in the City’s and the Manager’s best interests in operating, booking and managing the Arena.

The initial term of the Management Agreement began on December 16, 2003 and continues to and including June 30, 2053, unless sooner terminated by the City or the Manager in accordance with the Management Agreement. The Manager has the option to extend the term for four additional periods not to exceed, in each instance, up to sixty (60) calendar months.

The Management Agreement sets forth various rights, duties and obligations of the City and the Manager. Some of the services to be provided by the Manager include: entering into agreements for purchasing, booking, promotion, coordination and staging of all acts and events to be held at the Arena; establishing, maintaining and administering all funds and accounts as provided in the Management Agreement; entering into contracts for the sale of advertising in the Arena and on billboards and electronic signs in and on the exterior of the Arena in accordance with the Management Agreement, and otherwise providing and arranging for all promotion and advertising for the Arena; coordinating the master booking calendar for all events at the Arena; maintaining the Arena and the level of service provided in acceptable condition, including all maintenance and repairs; operating the Arena in accordance with the Management Agreement and the Financing Documents; paying when due (on a cash basis) all Operating Expenses and Debt Service as provided in the Management Agreement, including making Operating Loans and Debt Service Loans in certain circumstances as further described in the Management Agreement; providing (or entering into agreements to provide) for and managing the Parking Areas and the balance of the Facility and otherwise maintaining the Parking Areas in a clean condition, including sweeping and trash removal; providing (or entering into agreements to provide) for all necessary and appropriate food and beverage services at the Arena, and administering such agreements; hiring employees or contracting with others for provision of services necessary or desirable for all operations of the Arena; administering all Long-Term Agreements including the NHL Team Agreement; arranging for sponsorship and naming rights as otherwise provided in the Management Agreement; supervising sales personnel and managing advertising and marketing operations to promote the maximum possible amount of profitable use of the Arena; maintaining business-like relations with all vendors, suppliers and other persons and entities that do business with the Arena; managing and supervising the effective delivery of quality services to customers and licensees of the Arena, including facilitating delivery of all services ancillary to rental of the Arena; applying for and using commercially reasonable efforts to obtain all licenses and permits required from time to time to conduct the business of the Arena; preserving and maintaining all Personal Property including all other furniture, fixtures and equipment acquired for use at the Arena from time to time; providing (or entering into agreements to provide for) security services for events at the Arena and for general security when events are not in progress, consulting with the Anaheim Police Department in connection with Arena operations and with respect to staffing for events and security measures appropriate for different types of events; causing the Arena to be operated in compliance with all applicable laws, regulations and requirements of all local, regional, state and federal agencies and authorities having jurisdiction; paying, when due, as an Operating Expense, all charges and taxes which may now or in the future be imposed by any governmental body upon the ownership, leasing, rental, sale, purchase, possession, or use of the Arena (and to the extent applicable, the Parking Areas), specifically including possessory interest taxes, other than taxes expressly excluded under the Management Agreement; keeping the Arena free from liens and encumbrances or promptly causing the same to be satisfied and discharged on the City’s demand; causing an Annual Budget to be prepared in accordance with the Management Agreement; maintaining the insurance described in the Management Agreement; and constructing, installing, implementing, operating, funding or maintaining any alterations mandated by law as described in the Management Agreement.

As compensation for the management services provided pursuant to the Management Agreement, the Manager is entitled, on each Distribution Date, to its respective share of Adjusted Net Revenues for the operating year just ended (the “Respective Share”). So long as the Bonds and any other Debt are outstanding, the Manager’s Respective Share is an amount equal to 100% of the Adjusted Net Revenues. “Adjusted Net Revenues” means, for any period, the positive number, if any, determined by computing: (i) Net Revenues for such period, plus (ii) earnings on Permitted Investments, minus (iii) the aggregate amounts paid with respect to the Series [●] – 2023 Facility Financing Debt Service and principal 42 of and interest on Other Debt (with the exception of Severable Improvement Debt to the extent such debt is secured by and payable solely from Severable Improvement Revenues), for such periods (other than principal amounts of Operating Loans that were initially made in an operating year for which there were positive Net Revenues as of the end of such operating year). See “– Arena Revenues” and “– Arena Expenses” herein; see also APPENDIX I — “SUMMARY OF THE MANAGEMENT AGREEMENT” for additional information.

In the Management Agreement, the Manager acknowledges that the security interests in Net Revenues created by the Indenture are senior to the interests of the Manager. Subject to approval by the City, the Management Agreement provides the Manager a one-time right to convert the Management Agreement to a long-term lease, with the Manager as the holder of a leasehold estate as tenant under the resulting lease. See APPENDIX I — “SUMMARY OF THE MANAGEMENT AGREEMENT” for additional information.

Capitalized terms used under this subheading but not defined have the meanings ascribed to them in the Management Agreement. See APPENDIX I — “SUMMARY OF THE MANAGEMENT AGREEMENT”.

Covenant Agreement.

The Manager will enter into a Covenant Agreement, dated as of [_______], 2023 (the “Covenant Agreement”) with the Trustee (for the benefit of the Owners of the Bonds, including the Series 2023[●] Bonds), pursuant to which the Manager will satisfy certain conditions precedent and make certain representations and covenants, including, among other things, to (i) make all Operating Loans and/or Debt Service Loans required under the Management Agreement and permit the Trustee to enforce the Manager’s obligations to fund such amounts to the City; (ii) undertake responsibility for engaging all design and construction professionals necessary to complete the Project; (iii) ensure that all Gross Revenues will be deposited into the Operating Account; (iv) maintain each of the accounts established under the Management Agreement and all funds and proceeds deposited therein; and (v) maintain historical and pro-forma debt service coverage ratios of not less than 1.25:1.00, with the first test date occurring as of the ninth full fiscal quarter-end date occurring after the date of the Series 2023[●] Bonds. See APPENDIX J — “SUMMARY OF THE COVENANT AGREEMENT”.

Security Agreement.

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 Bonds, including 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. See APPENDIX K — “SUMMARY OF THE SECURITY AGREEMENT”.

NHL Team Agreement.

TeamCo and the Manager have entered into an amended and restated letter agreement, dated as of July 1, 2021 (the “NHL Team Agreement”), pursuant to which, among other things, (a) the Manager grants to TeamCo the exclusive right, for specified days, to use the Arena for the playing and exhibition of NHL- sanctioned hockey Team home games and (b) TeamCo agrees to cause the Team to play all of its regular season and playoff games scheduled for play in the Team’s home territory at the Arena (except in the limited circumstances set forth therein), in each case in accordance with the terms and conditions of the NHL Team Agreement. Pursuant to the NHL Team Agreement, TeamCo agrees to pay the Manager certain rents based on gross gate receipts derived from games and premium seating playoff revenue derived from playoff games played by the Team at the Arena. See APPENDIX M — “SUMMARY OF THE NHL TEAM AGREEMENT”. For risks associated with the NHL Team Agreement, see “RISK FACTORS AND 43 INVESTMENT CONSIDERATIONS — Risks Associated with Operations — Team Relocation Risk” and “— National Hockey League” and see also “BANKRUPTCY RISK CONSIDERATIONS — Enforceability of Documents – General” and “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo”.

Non-Relocation Agreement.

TeamCo and the Trustee will enter into a Non-Relocation Agreement (the “Non-Relocation Agreement”), pursuant to which TeamCo will agree to cause the Team to play any and all of its NHL home games in the Arena pursuant to the NHL Team Agreement, except for (a) any home games which the NHL requires to be played at a location other than the Arena, (b) extraordinary or special situations which may dictate or require playing a home game at another venue located in the greater metropolitan Orange County, California area or at such other locations as may be permitted by the NHL, and (c) other customary exceptions provided therein. The Non-Relocation Agreement contains exceptions permitting the Team to play in other venues dure to force majeure, casualty or condemnation and the Non-Relocation Agreement will terminate upon a casualty, condemnation or environmental-related termination of the Lease Agreement. See APPENDIX N — “SUMMARY OF THE NON-RELOCATION AGREEMENT”. For risks associated with the Non-Relocation Agreement, see “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Risks Associated with Operations — Team Relocation Risk” and see also “BANKRUPTCY RISK CONSIDERATIONS — Enforceability of Documents – General” and “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo”.

Arena Management Strategy
[ __ ]
Arena Licensed Content and Contract Revenues
Under the Management Agreement, the Manager has the exclusive right to grant to a third party the Arena’s naming rights. The Manager has entered into an Amended and Restated Naming Rights Agreement with American Honda Motor Co., Inc., dated March 15, 2017, which was further amended by a First Amendment to the Amended and Restated Naming Rights Agreement dated November 1, 2019, an email communication dated July 1, 2020 and a Third Amendment to the Amended and Restated Naming Rights Agreement dated January 29, 2021, 2017 (as amended, the “Naming Rights Agreement”), pursuant to which American Honda Motor Co., Inc. obtained the exclusive right to name the Arena in return for the payment of an annual “Naming Rights Fee”. See APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”. See APPENDIX O — “SUMMARY OF THE NAMING RIGHTS AGREEMENT”.

Manager Funds and Accounts
All funds received or held by the Manager (including Advance Deposits) in connection with the operation and management of the Arena will be deposited promptly by the Manager in accounts held and controlled by the Manager for the benefit of the City at a financial institution selected by the Manager from time to time and reasonably acceptable to the City and any party holding a security interest under a Financing Pledge all in accordance with the following:
(a) All funds other than Advance Deposits, Insurance and Condemnation Proceeds and Reserves will be held in the Operating Account.
(b) All Advance Deposits will be held in a segregated Third Party Funds Account. Amounts held in the Third Party Funds Account for disbursement to third parties will be paid from the Third Party Funds Account to the persons entitled to the same as and when the same become due pursuant to the specific contract related thereto. Any amounts held in the Third Party Funds Account which are not owed to third parties will be transferred to the Operating Account at the time the related revenue is recognized in accordance with generally accepted accounting principles. Advance Deposits held in the Third Party Funds 44 Account which are required to be refunded pursuant to the specific contract under which such Advance Deposit was made or which otherwise become refundable in accordance with industry custom and practice will be refunded to the persons entitled to the same.
(c) All Insurance and Condemnation Proceeds will be held in a segregated account designated as the “Insurance and Condemnation Account” (the “Insurance and Condemnation Account”) pending application thereof as provided in the Management Agreement. Amounts in the Insurance and Condemnation Account will be used to rebuild, repair, replace and/or reconstruct the Arena as contemplated by the Management Agreement. See APPENDIX [__] “SUMMARY OF THE MANAGEMENT AGREEMENT – Insurance – Damage and Destruction” and “Condemnation – Other Taking.” In the event that there are excess Insurance and Condemnation Proceeds after completion of the related rebuilding, repair, replacement or construction or the Insurance and Condemnation Proceeds are not in fact used to rebuild, repair, replace or reconstruct the Arena, such proceeds will be applied as set forth in the Management Agreement. See APPENDIX [__] “SUMMARY OF THE MANAGEMENT AGREEMENT – Insurance – Damage and Destruction” and “Condemnation – Other Taking.” (d) Reserves will be held in one or more designated and segregated accounts (each, a “Reserve Account”) pending application thereof as provided in the Management Agreement and, as applicable, reserves (the “Financing Reserves”) required pursuant to the 2023 Facility Financing Documents (the “Financing Reserve Account”). Amounts held in a Reserve Account and the Financing Reserve Account will be used to pay costs for which such funds were reserved pursuant to the Management Agreement.

Manager will have the right to invest cash on hand in Permitted Investments from time to time, subject to the requirements of any applicable Financing Pledge.

Capitalized terms used under this heading but not defined have the meanings ascribed to them in the Management Agreement. See [“APPENDIX [C] – DEFINITIONS AND SUMMARY OF PRINCIPAL LEGAL DOCUMENTS – MANAGEMENT AGREEMENT”].

Arena Revenues and Expenses
All Gross Revenues and proceeds of the 2023 Facility Financing, Operating Loans, Debt Service Loans and Other Debt under the Management Agreement are the property of the City (subject to the liens of the Financing Pledges), and during the term of the Management Agreement, the City grants the Manager the power and authority, and directs the Manager, to collect, deposit and distribute Gross Revenues and proceeds of the 2023 Facility Financing, Operating Loans, Debt Service Loans and Other Debt in strict accordance with the terms of the Management Agreement and, as applicable, the 2023 Facility Financing Documents. The Manager acknowledges that the City has granted a security interest in all Net Revenues to the Trustee for the benefit of the Owners of the Bonds (and may, in the future, grant new Financing Pledges), which security interest(s) is/are or will be senior to the interests of the Manager and the City in Net Revenues to the extent provided in the Financing Pledge.

During the term of the Management Agreement, the Manager will pay amounts as and when described below during each operating year from and to the extent of cash available in the Operating Account and, as applicable, in a Reserve Account and/or the Insurance and Condemnation Account, and, to the extent necessary, from proceeds of Operating Loans (as further described in the Management Agreement) and Debt Service Loans (as further described in the Management Agreement) in the following order of priority:
(a) First, as and when due, payment of Operating Expenses; (b) Second, as and when due, payment of items in the Annual Budget for such operating year not described in any other provision of this paragraph or otherwise specifically approved by the City in writing pursuant to any other provision of the Management Agreement, including Reserves, if not treated as an Operating Expense;
45 (c) Third, as and when due, payment of, on a parity basis pursuant to the 2023 Facility Financing Documents, the [Series [●] – 2023 Facility Financing Debt Service], the [Series C – 2023 Facility Financing Debt Service] and, thereafter, any subsequent Series of the 2023 Facility Financing Debt Service; (d) Fourth, funding of the Financing Reserves;
(e) Fifth, as and when due and until repaid in full, payment of the [Series [●] – 2023 Facility Financing Debt Service];
(f) Sixth, as and when due, payment of principal of and interest on Other Debt (with the exception of Severable Improvement Debt to the extent such debt is secured by and payable solely from Severable Improvement Revenues);
(g) Seventh, payment of interest accrued on, and repayment of the principal amount of, Operating Loans;
(h) Eighth, payment of principal of and interest on Debt Service Loans due for such operating year; and
(i) Ninth, on each Distribution Date (or at the Manager’s election on any date after the Accounting Date and before the Distribution Date), payment for the Manager and the City of their respective shares of Adjusted Net Revenues for the operating year just ended (the “Respective Shares”), determined as follows (provided that the Manager may elect to take its distribution of any portion of its share of Adjusted Net Revenues at such times after the Distribution Date as the Manager may determine in its sole discretion):

For any operating year ending on and after June 30, 2022 through the last day of the operating year during which all Debt is paid in full, the Respective Shares will be determined as follows: the Manager will be entitled to an amount equal to one hundred percent (100%) of the Adjusted Net Revenues. “Gross Revenues” means, collectively, on a cash basis, for any period, any and all payments, fees and deposits of every nature received by the Manager or the City (including, except as expressly set forth to the contrary in the Management Agreement, from any revenue streams not presently contemplated by the Management Agreement) for use of the Arena or services at or in respect of rights granted by the Manager or the City, including revenues derived under the Food and Beverage Concessions Contract or the provision of Food and Beverage Services by the Manager (including as a result of the sale of beer, wine and spirits if permissible under applicable law); Advance Deposits if and when deposited into the Operating Account in accordance with Section 5.1(b) of the Management Agreement; amounts transferred to the Operating Account pursuant to Section 5.1 of the Management Agreement or from the Third Party Funds Account pursuant to Section 5.1(b)(ii) of the Management Agreement; District Sign Revenues (subject to the District Sign Agreement and only if not included in Severable Improvement Revenues and only until such time as the Secured Obligations are repaid in full); NHL Team Supplemental Revenues (subject to the NHL Team Agreement and if not included in Severable Improvement Revenues); District Sponsorship Revenues (but only if not included in Severable Improvement Revenues and only until such time as the Secured Obligations are repaid in full); promotion revenues; rent; advertising revenues; ticket agent rebates; signage revenues (including the Marquee Replacement Sign Revenue); payments (if any) from the Insurance and Condemnation Account to the Operating Account; Severable Improvement Revenues; parking fees or revenues of any kind and however described; facility fees or taxes of any kind (except, in the case of both parking fees and facility fees, if and to the extent classified as Severable Improvement Revenues); ticket fees or taxes of any kind; vendor refunds; membership fees; sponsorship, licensing fees premium seating fees, proceeds from the sale of programs, novelties; proceeds of insurance policies (other than amounts received following casualty or destruction, if any); amounts awarded in connection with a Temporary Taking (net of costs to obtain the award); all funds received from any other source in connection with events held at the Arena including rebates or rights fees paid by third parties to the extent attributable to operations at the Arena directly or indirectly and allocated in a manner which equitably compensates the Arena for its proportionate contribution to such rebates or rights fees; and all funds expressly identified in 46 the Management Agreement as Gross Revenues; but specifically excluding (i) amounts properly held or to be deposited in the Third Party Funds Account; (ii) amounts properly paid to third parties from the Third Party Funds Account in accordance with Section 5.1(b)(ii) of the Management Agreement; (iii) proceeds of Operating Loans, Debt Service Loans and Other Debt; (iv) Severable Improvement Revenues; and (v) earnings on Permitted Investments.
“Net Revenues” means, for any period, the positive number, if any, determined by computing Gross Revenues for such period minus Operating Expenses for such period.

Capitalized terms used under this heading but not defined have the meanings ascribed to them in the Management Agreement. See “APPENDIX I – SUMMARY OF THE MANAGEMENT AGREEMENT”.

Project Feasibility and Market Studies
Future Capital Expenditures. The Feasibility Study also includes an assessment of the Arena and its long-term capital needs. CAA ICON engaged subconsultants in the areas of architecture, structural engineering, mechanical, electrical, plumbing, food and beverage, and technology to complete its analysis and conducted site visits with both Arena Operations and Manager personnel. Without undertaking any design or performance testing, CAA ICON relied on empirical site observations and its experience managing the design, construction, and modernization of other relevant hockey and entertainment arenas.

CAA ICON concluded that the Arena is in very good overall condition and exceptionally well maintained and managed for a nearly 30-year old arena. The management team has maintained continuity in staffing and in-house management since the Arena opened in 1993, and, from 2003 to 2021, the Manager performed over $92 million in maintenance and major capital improvement projects. Such continuity of staff, maintenance and improvement contributed to the well-maintained status of the Arena. CAA ICON estimates that over 30 years, the Arena will require a projected $158.1 million to maintain its status as a premier entertainment venue. This figure includes $82.5 million in maintenance capital expenditure investment and $71.0 million in major capital expenditure investment, equating to an annual average of nearly $5.1 million between the two types of investments. Major capital expenditure investments frequently have a revenue-generating component or can be deferred to subsequent years based on other considerations such as cash flow in comparison. Maintenance capital expenditure investments are required to maintain functionality of the facility.

The conclusions of the Feasibility Study are subject to the conditions and limitations set forth therein. Actual results depend on the actions of the Manager and other factors both internal and external to the Manager. Events and circumstances may not occur as expected; there may be significant differences between the actual results and those estimated in the analysis, and those differences may be material. See APPENDIX I – “FINANCIAL FEASIBILITY AND MARKET STUDIES.” See also “RISK FACTORS AND INVESTMENT CONSIDERATIONS – Risks Associated with Operations” and “CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS.”
Financial Model
The Manager has prepared a financial model (the “Financial Model”) related to the forecasted financial performance of the Project for the next 30 years. The Financial Model is based on projected revenue to be derived from the revenue-generating components of the Project, as well as the modifications that have been agreed to with respect to Arena revenue sharing with TeamCo. The Financial Model also sets forth the forecasted operating and other expenses with respect to the Project. Based upon the Financial Model, the profit to be generated from the Project is anticipated to generate amounts sufficient to enable the City to pay all Base Rental Payments when due.

See APPENDIX U — “FINANCIAL MODEL” herein.

Historical Financials
47 The following tables contain data extracted from financial statements for the fiscal years ended June 30, 2017 through June 30, 2021 for the Manager prepared by the Manager’s independent auditor, Deloitte & Touche LLP, Costa Mesa, California (“Deloitte”).

Deloitte consented to the use or to the inclusion of its reports in this Official Statement, but has not audited or reviewed this Official Statement. The following tables are only a summary of the financial statements of the Manager for the fiscal years shown. The Manager’s audited financial statements for the fiscal year ended June 30, 2021 are attached as Appendix __ to this Official Statement. The complete audited financial statements of the Manager for fiscal year ending June 30, 2021, including the notes to such audited financial statements, are an integral part of this Official Statement.

Anaheim Arena Management, LLC
(a California Limited Liability Company)
Combined Special-Purpose Statements of Assets,
Liabilities, and Members’ Capital*
As of June 30, 2017, 2018, 2019, 2020 and 2021
2017 2018 2019 2020 2021
Assets:

Current Assets:

Cash $ 3,407,840 $ 2,694,305 $ 5,120,392 $ 6,790,594 $10,427,018 Restricted Cash 12,467,551 14,129,224 16,626,939 8,980,719 9,963,566 Accounts Receivable (Note 4) 12,131,316 13,825,155 16,815,933 7,710,191 3,790,379 Inventory 334,161 269,172 420,215 376,884 283,715
Prepaid Expenses and Other Current Assets 859,467 994,648 2,686,503 1,585,912 1,378,472 Total Current Assets $29,200,335 $31,912,504 $41,669,982 $25,444,300 $25,843,150 Property and Equipment—Net 22,687,726 25,837,523 25,469,614 30,788,349 36,844,019 Other Assets 1,304,848 1,253,537 1,088,128 926,873 1,190,876 Total $53,192,909 $59,003,564 $68,227,724 $57,159,522 $63,878,045 Liabilities and Members’ Capital:

Current Liabilities:

Accounts Payable and Accrued Expenses $ 5,762,256 $ 7,605,331 $ 8,536,168 $ 4,692,862 $ 3,701,218 Deferred Revenues—Advance Ticket Sales 12,054,830 13,587,273 15,510,099 7,388,882 8,720,493 Unearned Premium Seating Revenues 5,052,015 5,348,330 5,079,564 4,096,019 4,956,486 Due to Affiliate 188,170 513,620 254,130 283,660 285,202 Lease Pass-Through Costs Payable 467,647 440,535 452,748 460,246 462,863 Obligation Under Capital Lease 656,480 275,424 210,682 210,682 -- Note payable—Current Portion -- -- -- -- 1,181,114
Other Current Liabilities 2,153,701 2,704,250 2,621,056 1,573,060 1,442,091 Total Current Liabilities $26,335,099 $30,474,763 $32,664,447 $18,705,411 $20,749,467 Long-Term Liabilities:

Obligation Under Capital Lease—Net of Current Portion 708,559 427,249 210,682 -- -- Note Payable—Net of Current Portion -- -- 28,000 4,528,000 12,610,374 Other Long-Term Liabilities 2,612,584 2,675,932 2,817,272 2,855,794 2,741,791 Total Liabilities $29,656,242 $33,577,944 $35,720,401 $26,089,205 $36,101,632 Commitments and Contingencies (Notes 5 and 6) -- -- -- -- -- Members’ Capital 23,536,667 25,425,620 32,507,323 31,070,317 27,776,413 Total $53,192,909 $59,003,564 $68,227,724 $57,159,522 $63,878,045 ____________________
* See notes to combined special-purpose financial statements. 48 Anaheim Arena Management, LLC
(a California Limited Liability Company)
Combined Special-Purpose Statements of Revenues
and Expenses and Members’ Capital*
for the Years Ended June 30, 2017, 2018, 2019, 2020 and 2021 2017 2018 2019 2020 2021
Revenues:

Rental and Seating $13,323,298 $17,289,923 $15,437,170 $26,428,369 $26,789,968 Premium Seating 14,432,428 15,210,405 15,779,314 13,536,560 131,183 Parking 3,803,119 3,590,939 3,450,311 3,145,311 11,940
Food and Beverages 19,856,407 19,884,194 20,681,919 18,308,080 230,701 Recovered Expenses 3,306,544 3,063,443 3,735,300 2,901,348 142,258 Advertising 3,587,344 3,787,135 4,158,691 3,211,625 3,578,576 Facility Fee 2,630,398 2,540,918 2,614,979 2,097,814 13,192 Other 4,906,452 4,999,339 5,121,627 5,248,561 367,593 Total Revenues $65,845,990 $70,366,296 $70,979,311 $74,877,668 $31,265,411 Expenses:

Event Expenses $27,942,342 $31,714,493 $29,476,649 $39,543,538 $ 675,135 Full-Time Labor and Nonevent Labor 10,566,435 11,618,147 12,276,016 11,244,537 7,923,950 Lease Pass-Through Costs 5,399,968 5,582,114 5,295,648 5,438,905 5,525,500 Utilities 2,899,171 2,628,960 2,539,578 2,424,255 1,919,700 Repairs and Maintenance 2,091,436 2,293,113 2,302,182 2,205,496 1,238,483 Possessory Interest Tax Expense 405,138 406,216 423,451 432,594 357,130 Waiver and Consent Fee 400,000 632,669 203,836 -- --
General and Administrative 7,714,417 7,259,008 6,513,431 5,280,536 3,659,996 Interest Expense 111,422 68,556 38,998 32,195 31,842
Depreciation Expense 5,923,364 5,938,125 7,032,858 5,873,720 5,412,091 Management Fees 796,750 916,480 980,960 1,851,141 1,078,735 Other Operating Expenses 6,368,574 6,509,462 6,914,001 7,582,757 4,036,753 Total Expenses $70,619,017 $75,567,343 $73,997,608 $81,909,674 $31,859,315 Shortfall of Revenues Over Expenses (4,773,027) (5,201,047) (3,018,297) (7,032,006) (593,904) Noncontrolling Interest in Shortfall of Revenues
Over Expenses of Consolidated Subsidiaries -- -- -- 1,500,000 -- Shortfall of Revenues Over Expenses
Attributable to Anaheim Arena Management (4,773,027) (5,201,047) (3,018,297) (5,532,006) (593,904) Members’ Capital (Deficit)—Beginning of Year $22,807,694 $23,536,667 $25,425,620 $32,507,323 $31,070,317 Contributions During the Year $ 5,502,000 $ 7,090,000 $10,100,000 $ 5,595,000 $ (2,700,000) Members’ Capital—End of Year $23,536,667 $25,425,620 $32,507,323 $31,070,317 $27,776,413 ____________________
* See notes to combined special-purpose financial statements.

Management’s Discussion of Financial Performance
[ __ ]
Revenue Projections Analysis
[ __ ]
See APPENDIX V — “REVENUE PROJECTIONS ANALYSIS” herein .

National Hockey League
Labor relations between the NHL and the NHL Players’ Association (“NHLPA”) are governed by the current NHL Collective Bargaining Agreement (the “CBA”), which was ratified by NHLPA membership on January 12, 2013, concluding a four-month lockout by NHL owners. The current CBA expires in September 2022, but the NHLPA and NHL ratified a four-year extension to the CBA and a Return to Play Plan on July 10, 2020. The terms of the extension are set forth in a Memorandum of Understanding. the parties have extended through the 2025-26 season. The CBA provides financial stability to NHL teams through various mechanisms designed to provide players with a fixed percentage of NHL revenues and to 49 maintain a competitive balance among all teams in their acquisition and retention of player talent. These mechanisms include a salary cap and an escrow system, which went into effect in January 2013. The salary cap provides for a maximum and minimum per-team payroll each season, subject to certain exceptions.

Under terms of the CBA, team owners and players divide hockey-related revenue 50-50 each season, and in case player salaries exceed that split, a certain percentage is withheld in escrow. After the season, total revenue is calculated, and if the league is not at its 50 percent share, the owners receive the escrow money to make up the difference, with the remainder returned to the players. The CBA currently in effect also limits player contracts to seven years (eight years if a team re-signs a player), governs local revenue not subject to league sharing, provides for the NHL Draft, maximum and minimum individual player salaries, free agency rights, salary arbitration and player benefits. As extended, the current CBA is in place through the end of the 2025-26 NHL Season. See “RISK FACTORS AND INVESTMENT CONSIDERATIONS – Risks Associated with Operations – National Hockey League” for a discussion of risks presented by the Team being an NHL member.

ARENA AND MANAGER FINANCES
Accounting Policies and Financial Reporting
[ __ ]
Summary of Funds
[ __ ]

CITY OF ANAHEIM
General Description
The City was founded and incorporated in 1857. No change in organization took place until June 1964, when the local voters approved a City Charter (the “Charter”). In 2014, Charter amendments were approved to change the City’s election of City Council members from at-large voting to “by-district” voting and increase the number of City Council members from four to six (plus the Mayor). The Mayor and the other six City Council members are elected to four year terms in alternate slates every two years.

The Mayor presides over meetings of the City Council and has one vote.

The City authorized full time positions numbered 2,031 as of June 30, 2022, of whom 617 were assigned to the Police Department and 330 to the Fire Department, 236 to public works and 352 to public utilities. The City is assigned a Class One fire insurance rating by Insurance Services Office, Inc. The City covers 50 square miles and is located in the northern portion of Orange County, about 28 miles southeast of downtown Los Angeles and about 90 miles north of San Diego. The City lies on a coastal plain which is bordered by the Pacific Ocean on the west and the Santa Ana Mountains on the east.

See also, APPENDIX A – “GENERAL DEMOGRAPHIC INFORMATION REGARDING THE CITY OF ANAHEIM.”
50 [Remainder of page intentionally left blank.]
51 RISK FACTORS AND INVESTMENT CONSIDERATIONS
The following factors, along with the other information in this Official Statement, should be considered by potential investors in evaluating purchase of the Series 2023[●] Bonds. However, they do not purport to be an exhaustive listing of risks and other considerations which may be relevant to an investment in the Series 2023[●] Bonds. In addition, the order in which the following factors are presented is not intended to reflect the relative importance of any such risks.

General Considerations – Security for the Bonds (including the Series 2023[●] Bonds) The Bonds (including the Series 2023[●] Bonds) are special obligations of the Authority, payable, as provided in the Indenture, solely from the Account Collateral and the Lease Revenues (including the Base Rental Payments) available therefor under the Indenture and the Assignment Agreement. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds (including the Series 2023[●] Bonds). The Authority has no taxing power.

The Lease Agreement does not create a pledge, lien or encumbrance upon the funds of the City.

The City is obligated under the Lease Agreement to pay the Base Rental Payments and Additional Rental Payments solely from the Account Collateral and the Gross Revenues available therefor under the Lease Agreement (which consist solely of Gross Revenue and Insurance and Condemnation Proceeds received by the City pursuant to the Management Agreement).

If the Arena operations do not generate sufficient Gross Revenues, this would have a material adverse effect on the City’s ability to make Base Rental Payments and other Lease Revenues and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.

Limited Recourse on Default
Failure by the City to make Base Rental Payments or other payments required to be made under the Lease Agreement, or failure to observe and perform any other terms, covenants or conditions contained in the Lease Agreement or in the Indenture for a period of thirty (30) days after written notice of such failure and request that it be remedied has been given to the City by the Authority or the Trustee, constitute events of default under the Lease Agreement and permit the Trustee (as assignee of the Authority) to pursue any and all remedies available. In the event of a default, the Trustee has the right to declare any Base Rental Payments not then in default to be immediately due and payable. However, neither the Authority nor the Trustee has any right to re-enter the Property and eject the City therefrom, or to re-enter or re-let the Property.

The enforcement of any remedies provided in the Lease Agreement and the Indenture could prove both expensive and time consuming. If the City defaults on its obligation to make Base Rental Payments with respect to the Property, the Trustee, as assignee of the Authority, may retain the Lease Agreement and hold the City liable for all Base Rental Payments thereunder on an annual basis and enforce any other terms or provisions of the Lease Agreement to be kept or performed by the City. Any suit for money damages would be subject to limitations on legal remedies against cities in California, including a limitation on 52 enforcement of judgments against funds needed to serve the public welfare and interest. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein and see APPENDIX G — “SUMMARY OF THE LEASE AGREEMENT — Defaults and Remedies”.

Parity Series 2023[●] Bonds
Concurrently with the issuance of the Series 2023[●] Bonds, the Authority will issue the Series 2023[●] Bonds in order to finance certain costs of the Project. The Series 2023[●] Bonds will be payable from the Base Rental Payments on a parity with the Series 2023[●] Bonds. Any required consent of the Owners of the Bonds under the Indenture requires the consent of (a) the Owner of the Series 2023[●] Bonds, and (b) the Owners of at least 50.1% in aggregate principal amount of all other Bonds (including the Series 2023[●] Bonds) then Outstanding.

Parity Additional Bonds
Subject to satisfaction of certain conditions set forth in the Indenture, the Authority may at any time issue Additional Bonds, on a parity with the Series 2023[●] Bonds and the Series 2023[●] Bonds, to finance capital improvements to the Project or to refund the Series 2023[●] Bonds. Any Additional Bonds issued under the Indenture after this offering will be secured equally and ratably with the Series 2023[●] Bonds, thereby diluting, potentially substantially, the security available to Owners of the Series 2023[●] Bonds.

Construction Risks
This section describes certain risks specifically relating to construction of the Project but does not constitute an exhaustive list of all construction-related risks.

General Construction Risks for the Project.

Completion of the Project involves many risks common to large construction projects such as shortages of materials and labor, work stoppages, labor disputes, litigation, environmental law compliance, errors and omissions by architects, engineers, and contractors, substantial increases in material costs for steel, lumber, and other key commodities, weather interferences, terrorism, construction accidents, contractor or subcontractor defaults, defective workmanship, unforeseen engineering, geotechnical or environmental problems, land-use permitting problems, and unanticipated cost increases, any of which could give rise to substantial delays or cost overruns. No assurance can be given that the factors mentioned above will not cause substantial delays and cost overruns. Any delays and overruns may materially and adversely affect the construction budget and will require the Manager to raise additional sufficient funds in the form of a Debt Service Loan made by the Manager, an affiliate of the Manager or a third party lending institution to cover the construction-completion-shortfall amount.

Any and all aspects of construction, including, but not limited to, labor and materials, could be subject to material increases in cost. Although the Manager believes that its estimates of costs of the Project and the adequacy of the contingencies are reasonable, it is possible that the Manager’s judgments and assumptions are materially mistaken and that the actual costs of the Project will vary materially from the estimates thereof, including those set forth in this Official Statement. It is also possible that the aggregate costs of the Project, whether included or excluded from the Construction Agreements and any other contracts applicable to the Project, will exceed the sum of the price of the Construction Agreements (and the other contracts), plus the Manager’s estimate of the costs of the Project excluded from the Construction Agreements (and the other contracts) plus the aggregate contingencies budgeted to pay for excess costs, so that the Manager will require substantial additional funds in order to complete the work. 53 Manager May Not Satisfy its Obligation to Provide Funds to Complete the Project.

If the actual costs of completing the Project exceed the projected cost and the amount of proceeds available under the Series 2023[●] Bonds and the Series 2023[●] Bonds, such project cost overruns would be covered in the form of a Debt Service Loan. There can be no assurance that the funds will be raised or that the amount of the funds will be sufficient to make the full payment of the cost of completing the Project.

See “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Construction Risks — General Construction Risks for the Project.”
Nonperformance by Design-Builder.

The Construction Agreements limit the Construction Manager’s ability to make claims for increases in the price specified in the Construction Agreements or for extensions of the completion deadlines specified therein. The Construction Agreements also impose liquidated damages for failure to meet certain completion deadlines and obligates the Construction Manager to assume full risk and responsibility with respect to design of the Project. If the Construction Manager finds it uneconomic to perform the obligations under the Construction Agreements, or otherwise becomes unwilling or unable to perform, there is a risk that the Construction Manager may abandon the Project and breach its obligations under the Construction Agreements. Although the Construction Agreements include provisions to secure contractor performance, including performance-bond and payment bond requirements and retention of contractor payments, there can be no assurance that these provisions will ensure the Construction Manager’s full performance of its obligations under the Construction Agreements. The Construction Manager’s nonperformance may lead to substantial cost increases and delays in completion of the Project.

Failure of Providers of Performance and Payment Bonds.

A potential purchaser of the Series 2023[●] Bonds can have no assurance that any surety or property insurer will be willing to meet, or be capable of meeting, its responsibilities in connection with the Project.

Nor can there be any assurance that the issuer of any performance bond, payment bond, or property- insurance policy will honor or be able to honor a claim in a timely manner.

There can be no assurance that the performance and payment bonds provided by the Construction Manager will be sufficient to satisfy the Manager’s performance and payment obligations under the Construction Agreements. Not all events are covered under the performance and payment bonds. The issuer of performance and payment bonds is not guaranteeing performance and payment under all circumstances, and the issuer of the bonds may assert any defenses it or the Construction Manager may have for performance and payment. Moreover, if a default occurs under any of the Construction Agreements, there is a possibility of litigation between the Manager and the Construction Manager, or between the Manager and the providers of the performance bonds or payment bonds, that could further delay the construction and opening of the Project. In addition, there can be no assurance that the Manager or the City could recover any amounts under any performance bonds or payment bonds. [Proceeds of payment or performance bonds are [not] available for payment of the Series 2023[●] Bonds.]
Governmental Permits and Approvals
The Project and related infrastructure, as well as the Master Development, require numerous discretionary state and local governmental permits or approvals. See “THE PROJECT — Governmental Permits and Approvals.” The City and the Manager are not aware of any engineering or technical circumstances that would prevent the Manager from obtaining in the ordinary course and in a timely 54 manner, the remaining permits and approvals required for completion of the Project [and related infrastructure]. Those permits and approvals that have been obtained contain conditions, and those that have not yet been obtained are expected to contain conditions when they are issued. In addition, the state and local statutory and regulatory requirements (including requirements to obtain additional permits or approvals) applicable to the Project and related infrastructure are subject to change. No assurance can be given that the Manager will be able to comply with the changes or that the changes will not materially increase the cost of the Project [and related infrastructure] or cause delays. Completion of the Project could be delayed or prevented by, and additional costs could result from, delays in obtaining any approval or permit or any failure to obtain and maintain in full force and effect any approval or permit, or delays in or any failure to satisfy any conditions or other applicable requirements.

Third Party Contract Risk
Completion of the Project depends on the performance by third parties (such as [_____], the Construction Manager and the Architect) of their obligations under their contracts for the design and construction of the Project, including obligations with respect to the coordination of construction. If these parties do not perform their obligations, if construction and design are not adequately coordinated, if disputes arise between parties, or if third parties are excused from performing their obligations because of nonperformance by the Manager or the Construction Manager or because of force majeure events, then the Manager may not be able to acquire substitute services on substantially the same terms and conditions (if at all) or may be required to incur greater construction costs, and the Manager’s ability to complete the Project may be adversely affected.

This Official Statement contains no financial information regarding [____________]. As a result, in making an investment decision with respect to the Series 2023[●] Bonds, a purchaser can have no assurance, based on the information contained herein, that [____________] or any third party will have the ability to meet its obligations under the agreements to which it is a party.

Infectious Disease Outbreak – COVID-19; Future Pandemics The finances and operations of the City have been and, depending on the implementation and effectiveness of vaccines (including against variants of COVID-19), may continue to be impacted by the Pandemic which is currently affecting many parts of the world, including the United States and California.

The Pandemic is ongoing, and the duration and severity of the outbreak and any mutant strain thereof, and the future economic and other actions that may be taken by governmental authorities to contain the outbreak or to address its impacts are uncertain. The spread of COVID-19 altered the behavior of businesses and people in a manner that has had a negative effect on global and local economies, including activities that generate, in particular, transient occupancy taxes or hotel taxes, sales and use taxes, and property taxes.

On January 31, 2020, the Secretary of the United States Health and Human Services Department declared a public health emergency for the United States and on March 13, 2020, the President of the United States declared the outbreak of COVID-19 in the United States a national emergency. Also on March 13, 2020, California Governor Gavin Newsom issued Executive Order N-26-20, proclaiming a State of Emergency to exist in California as a result of the threat of COVID-19. Subsequently, the President’s Coronavirus Guidelines for America and the United States Centers for Disease Control and Prevention called upon Americans to take actions to slow the spread of COVID-19 in the United States.

On March 16, 2020, the Governor issued Executive Order N-28-20, lifting the State’s preemption of landlord/tenant law, authorizing local governments to halt evictions for renters and homeowners, slowing foreclosures, and providing protections against utility shutoffs for Californians affected by COVID-19, and further providing that the order does not relieve a tenant from the obligation to pay rent, or restrict the 55 landlord’s ability to recover rent that is due. The order expands a local government’s authority to limit residential or commercial evictions, but only as to nonpayment evictions caused by a documented loss of income caused by the Pandemic or the governmental responses. In August 2020, the Governor ordered an extension of protections through January 31, 2021, unless extended. The order also requested banks and other financial institutions to halt foreclosures and related evictions during this time period.

On March 25, 2020, Orange County Treasurer Tax Collector Shari Freidenrich announced her plan to grant waivers on penalties to taxpayers as allowed by existing law to assist them during these challenging times, providing that for taxpayers that do not make payment of property taxes due to COVID-19 by April 10, such taxpayers would be expected to submit to the Treasurer a Penalty Cancellation Request Form and documentation to support the cancellation of penalties as allowed in limited circumstances under current State law, allowing for waiver of penalties, costs and other charges when failure to make a timely payment is due to reasonable cause and circumstances beyond the taxpayer’s control, and occurred notwithstanding the exercise of ordinary care in the absence of willful neglect. The City is not aware of a significant impact on the collection of property taxes within the County to date.

On March 19, 2020, the Governor issued Executive Order N-33-20, a State-wide Stay-At-Home Order to protect the health and well-being of all Californians and to establish consistency across the State in order to slow the spread of COVID-19; such order went into effect immediately and is to stay in effect until further notice. The order directs all individuals living in the State to stay home or at their place of residence except as needed to maintain continuity of operations of the federal critical infrastructure sectors.

On April 29, 2020, the Governor released a four-stage plan for reopening of the economy. On May 23, 2020, the State authorized the County’s plan to move to a Stage 2 reopening. Businesses that fall under the category of the Stage 2 business reopening included dine-in restaurants, destination retail, shopping malls, and in-store retail, with proper safety protocols in place.

On August 28, 2020, the Governor released a new system, “Blueprint for a Safer California.” Starting September 9, 2020, the State began utilizing a four-tier, color-coded system for tracking COVID- 19 trends. The new system determined when counties could move forward with business reopenings. The four tiers, purple (widespread), substantial (red), moderate (orange), and minimal (yellow), had a different set of rules regarding what businesses were and were not allowed to reopen, whether they could open indoors or outdoors, and at what capacity they could operate. Counties must remain at each tier for a minimum of twenty-one (21) days.

Initially in the red tier, the County was permitted to allow for limited reopening of restaurants, places of worship, shopping centers, hair salons, movie theaters, and other businesses with modifications and/or capacity limits. Breweries (where no meals are provided), cardrooms, convention centers, and festivals remain closed under this tier. Likewise, restaurants would be allowed to operate indoors at 50% of their capacity, as would movie theatres and bars. As of November 23, 2020, the County was assigned to the purple tier.

Orange County entered the yellow reopening tier on May 18, 2021, allowing for increased economic activity. Only under the yellow tier, would large amusement parks be allowed to open at 25% of their normal capacity. Currently, case rates in the City continue to decline and vaccine distribution is accelerating with over 1.4 million fully vaccinated persons in Orange County as of May 19, 2021.

With widespread vaccination currently underway in the United States and many countries worldwide, some of the governmental-imposed stay-at-home orders and restrictions on operations of schools and businesses implemented to respond to and control the outbreak have been eased. The Governor of California has announced most statewide Pandemic restrictions were lifted on or about June 15, 2021, 56 contingent on certain public health metrics to be assessed at that time. However, restrictions may be re- imposed in various jurisdictions from time to time as local conditions warrant. The City cannot predict the duration of the Pandemic, the duration or expansion of these Stay-At-Home Orders and restrictions, nor what effect such restrictions and warnings may have.

On January 7, 2021, Orange County announced the launching of “Operation Independence,” a county-wide collaborative effort with the Orange County Fire Authority to help administer COVID-19 vaccinations to all interested County residents by July 4, 2021. The goal of Operation Independence was to set up regional vaccine points of dispensing (PODs), with initial sites located in the cities of Huntington Beach, Irvine and Anaheim. The County’s goal was to provide five large, regional Super PODs to dispense thousands of vaccines each day. Currently, the County has three Super PODs located in Disneyland, Soka University, and the Anaheim Convention Center.

Anaheim, Orange County and all of California are experiencing continued recovery from COVID- 19 and its Delta and Omicron variant surges that began in late June 2021 and December 2021, respectively.

As of November 9, 2021, and the expansion of the eligible population to children five years of age and older, it is estimated that approximately 66% percent of City residents are fully vaccinated and approximately 73% have received one shot. The United States has reopened its borders to fully vaccinated international travelers, effective November 8, 2021.

On March 27, 2020, the President signed H.R. 748, known as the Coronavirus Aid, Relief, and Economic Security (CARES) Act or “Phase 3,” a $2 trillion stimulus and supplemental spending plan to address the effects of COVID-19, which included more than $150 billion for the so-called “Marshall Plan” for hospitals and health care infrastructure. Also included was $150 billion for state and local governments.

On April 24, 2020, the President signed H.R. 266, known as “Phase 3.5,” titled the Paycheck Protection Program and Heath Care Enhancement Act, which appropriates additional funds for the Paycheck Protection Program (the “PPP”) and for emergency Economic Injury Disaster Loan (“EIDL”) grants; mandated a certain “set-aside” for qualifying small and midsize PPP lenders; and made other appropriations, including for a Department of Health and Human Services COVID-19-related “emergency fund.” The Act increased appropriations for PPP loans from the $349,000,000,000 originally provided in the CARES Act to $670,335,000,000. It also increased appropriations for emergency EIDL grants from the $10,000,000,000 originally provided in the CARES Act to $20,000,000,000. The Act expanded the types of entities eligible to receive emergency EIDL grants to include agricultural enterprises with not more than 500 employees. To date, the City has received $33 million in CARES Act funding passed through various agencies, including the State of California and the County.

In March 2021, the President signed the ARP, a $1.9 trillion economic stimulus package to speed up the United States’ recovery from the economic and health effects of the Pandemic. The City was allocated approximately $107 million of additional funding assistance through the federal $1.9 trillion ARP.

Projections included in this Official Statement represent the Manager’s projection of future results as of the date of hereof as well as estimates, trends and assumptions that are inherently subject to economic, political, regulatory, competitive and other uncertainties, all of which are difficult to predict and many of which will be beyond the control of the Manager. As a result, projected results may not be realized and actual results could be significantly higher or lower than projected. The Manager is not obligated to update, or otherwise revise, the financial projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

Many of the federal, State and local actions and policies under the disaster declarations and shelter- in-place orders referenced above are focused on limiting instances where the public can congregate or 57 interact with each other, each of which affect to some degree the operation of businesses and directly impact the economy. Orders and restrictions have changed over time and remain subject to change. Information provided by County Health Officials is available at: http://www.ochealthinfo-com-novel coronavirus. The City can take no responsibility for the continued accuracy of this internet address or for the accuracy, completeness or timeliness of information posted therein, and such information is not incorporated in this Official Statement by such reference. The City provides additional information on actions with respect to COVID-19 at http://anaheim.net/5642/Coronavirus. The information on such website is not incorporated herein by such reference or otherwise.

A continued spread of COVID-19 or future outbreak of COVID-19 or variants thereof or another infectious disease, or the fear of any such outbreak, and measures taken to prevent or reduce it, could adversely impact State, national and global economic activities and, accordingly, adversely impact the financial condition and operations of the City, and the extent of impact could be material. The City cannot predict the duration of the Pandemic, any reinstatement or expansion of Stay-At-Home Orders and travel or other restrictions and warnings, whether additional countries or destinations will be added to the travel restrictions or warnings, and what effect such Stay-At-Home Orders and travel or other restrictions and warnings may have on tourism-related revenues. Additionally, the City cannot predict what further impact the Pandemic may have on the City’s general financial condition or operations, or the assessed values of property within the City.

Recent Political Events Affecting the City’s Government In May 2022, the City’s former mayor, Harry Sidhu, resigned amid allegations of corruption relating to the sale of Angel Stadium in Anaheim, the home of the Los Angeles Angels Major League baseball team. Mayor Sidhu denied the allegations and resigned from his role “to continue to act in the best interests of Anaheim.” Political events like this could cause distrust in the City’s government, which could decrease demand for the Series 2023[●] Bonds.

Risks Associated with Operations
Financial Performance of the Arena.

There can be no assurance regarding the ability of the Manager to generate the projected Gross Revenues from audiences, tourists, advertisers, event promoters and other potential revenue sources. The availability and amount of Gross Revenues will be dependent upon a host of on-ice and off-ice factors affecting the Team, the NHL, the Arena, and sports and entertainment venues generally.

Among other factors, Gross Revenues will likely be affected by the following:
 the number of events (the Team’s home games, concerts and other entertainment attractions) held at the Arena in the event of a renewed Pandemic;
 the ability of fans to purchase food, beverages, merchandise concessions and other items in the event of a renewed Pandemic;
 the on-ice performance and popularity of the Team, which in turn may be dependent in part upon TeamCo’s ability to attract and retain talented players and its ability and willingness to pay those players competitive salaries;
 the competitiveness of the other NHL franchise teams against which the Team is scheduled to play at the Arena;
58  the ability to attract and book high-quality live entertainment events (other than the Team’s home games) to the Arena;
 the ability to obtain signage and advertising sponsors on economically attractive terms (and to renew those arrangements on economically attractive terms);  the ability to enter into or renew license agreements for luxury suites and premium seating on economically attractive terms;
 the ability of the other parties to advertising, sponsorship, naming rights, marketing agreements, luxury suites and premium seating agreements and other revenue-generating agreements to perform their financial obligations thereunder;  general and local economic conditions (see “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Economic and Tourism Factors” above and “— General Economic Conditions and Other Factors” below);
 admission prices to home games and other events at the Arena;  competition for audiences, advertisers, sponsors, promoters and other potential revenue sources from other stadiums, arenas, sports facilities, amphitheaters, theaters and entertainment venues within the greater metropolitan Orange County, California area (see “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Risks Associated with Operations — Competition” below);
 work stoppages or slowdowns by the NHL, NHL players, NHL umpires or workers performing essential functions at the Arena (see “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Risks Associated with Operations — National Hockey League — Player Relations/Collective Bargaining Agreements” below);  changes in technology, public tastes and demographic trends, including public health concerns and other changes that may affect the continuing popularity of attendance at live sporting events generally and hockey in particular in the greater metropolitan Orange County, California area (see “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Infectious Disease Outbreak – COVID-19; Future Pandemics” above);
 the condition and location of, and traffic flows to and from, the Arena; and  the convenience and availability of parking and pedestrian access to the Arena.

Competition.
 Competition Anchor-Tenants. The Arena, and its key occupant, the Team, share the combined statistical area, which includes Orange County, California and a portion of Los Angeles County, California, with nine other professional teams that play in major professional sports leagues, including the Los Angeles Kings, the Los Angeles Lakers, and the Los Angeles Rams, although only one other professional team (the Los Angeles Angels of Anaheim) is located in the Orange County market. The Team will compete for fans, sponsors and advertisers with other major sporting events that occur in the greater metropolitan Orange County and Los Angeles County markets. The financial success of the Arena depends to a significant extent on the continuing popularity of hockey in the greater metropolitan Orange County and Los Angeles County areas. While the Team 59 has a [significant] existing fan base, sharing the California market with other professional teams, particularly another NHL team, may from time to time detract from the Team’s popularity and the ability of the Manager to generate Gross Revenues and, correspondingly, the City’s ability to make Base Rental Payments and the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.
 Competition Live Entertainment. The financial success of the Arena also depends to a significant extent on the ability to attract and book high-quality live entertainment events at the Arena in addition to the Team’s home games. The Arena shares the greater metropolitan Orange County and Los Angeles County areas with several competing modern, state-of-the-art sports stadia and arenas, including: Crypto.com Arena, Kia Forum, Toyota Arena and the Intuit Dome currently under construction in Inglewood, California. In addition, the ability of the Arena to attract attendees to concerts, family shows, sporting events (other than the Team’s home games) and other events suitable for an outdoor arena will depend, in part, on the availability, suitability and cost of the Arena compared to the availability, suitability and cost of competing facilities. Accordingly, it is possible that this level of enhanced competition may, from time to time, result in lower sales and pricing, and correspondingly lower Gross Revenues, which could materially and adversely affect the City’s ability to make Base Rental Payments and the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.

Financial Projections.

The estimates used by the Manager with respect to the Manager’s future revenues and operating expenses are based upon the Manager’s judgement as of the date of this Official Statement concerning future operations at the Arena that it believes are relevant and accurate.

If these assumptions are incorrect, the circumstances could result in reduced or unrealized Gross Revenues and could materially and adversely affect the Manager’s ability to generate sufficient Gross Revenues, which in turn would limit the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.

Team Relocation Risk.

The Non-Relocation Agreement requires TeamCo to play any and all of its NHL home games in the Arena pursuant to the NHL Team Agreement, except for (a) any home games which the NHL requires to be played at a location other than the Arena, (b) extraordinary or special situations which may dictate or require playing a home game at another venue located in the greater metropolitan Orange County, California area or at such other locations as may be permitted by the NHL, and (c) other customary exceptions provided therein. The financial success of the Arena will depend, among other things, upon the Team continuing to play substantially all home games in the Arena. Notwithstanding the provisions of the Non-Relocation Agreement and the availability of equitable remedies and/or substantial monetary damages provided therein for violation thereof by TeamCo, there can be no assurance that TeamCo will not violate the Non-Relocation Agreement prior to the expiration of the Lease Agreement, or that the Lease Agreement and/or the Non-Relocation Agreement would not be rejected in the context of a bankruptcy case, and that TeamCo will not attempt to relocate the Team to a new stadium and market. There also can be no assurance that a court will allow the Manager, the City or the Authority to enforce the Non-Relocation Agreement via equitable remedies, including specific performance, and thereby prevent relocation of the Team (see “BANKRUPTCY RISK CONSIDERATIONS — Enforceability of Documents – General” and “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” below).

There also can be no assurance that TeamCo will be able to pay in full the substantial monetary damages called for by the Non-Relocation Agreement in the event the equitable remedies therein are not available. 60 Furthermore there can be no assurance, notwithstanding the express intentions of the parties and the difficulty of calculating damages resulting from the Team’s relocation, that a court will enforce the provision of the Non-Relocation Agreement requiring the payment of liquidated damages in excess of the amounts outstanding under the Bonds (including the Series 2023[●] Bonds), upon a breach of the non- relocation covenants that is not enjoined, either in whole or in part, or that TeamCo (particularly if it is the subject of bankruptcy proceedings) will be required, or will have the financial resources, to satisfy fully any such award (see “BANKRUPTCY RISK CONSIDERATIONS — Enforceability of Documents – General” and “— Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo” below). If a court does not award the full amount of liquidated damages contemplated by the Non-Relocation Agreement, or awards actual damages less than the liquidated damages contemplated by such agreement, or if TeamCo is unable to pay in full any damages that are awarded, there may not be sufficient funds to repay in full the Series 2023[●] Bonds.

Although the relevant parties in interest, including the Manager, the City and the Authority, would have a common interest, following any relocation of the Team, in attracting another NHL team to play its home games in the Arena on terms that would result in full repayment of the Series 2023[●] Bonds, there can be no assurance that a team can be attracted (either through relocation of an existing team or expansion), that the NHL would approve such a relocation (or agree to expand) or that any team that was attracted to the Arena would agree to such terms, would begin playing on a timely basis or would generate revenues comparable to those generated by the Team. Such a relocation by TeamCo would have a material adverse effect on the Manager’s ability to generate sufficient Gross Revenues, which in turn would have a material adverse effect on the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.

In addition, the Non-Relocation Agreement contains exceptions permitting the Team to play in other venues dure to force majeure, casualty or condemnation and the Non-Relocation Agreement will terminate upon a casualty, condemnation or environmental-related termination of the Lease Agreement.

These occurrences would also have a material adverse effect on the Manager’s ability to generate sufficient Gross Revenues, which in turn would have a material adverse effect on the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.

TeamCo is also subject to the NHL League Rules. The effect of the NHL League Rules on the ability of TeamCo to perform its obligations and/or to exercise its rights under various agreements to which it is a party, including, but not limited to, the Non-Relocation Agreement and [_______] is uncertain. The NHL League Rules and/or future changes thereto could limit, modify or prevent the enforcement of those agreements, modify the benefits afforded thereby and ultimately have a material adverse effect on the Manager’s ability to generate sufficient Gross Revenues, which in turn would have a material adverse effect on the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds. For other risks associated with the NHL League Rules, see “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Risks Associated with Operations — National Hockey League” below.

National Hockey League.

TeamCo and its personnel are bound by a number of NHL rules, regulations and agreements, including the Constitution of the NHL, national television contracts and collective bargaining agreements (collectively, the “NHL League Rules”). Any changes to these rules, regulations and agreements adopted by the NHL may be binding upon TeamCo and its personnel regardless of whether it agrees or disagrees with them and could adversely affect Gross Revenues. The NHL has the power and authority to take actions that it deems to be in the best interests of the NHL, which may not be consistent with the best interests of 61 the Team, TeamCo or the Manager (or its ability to maximize Gross Revenues). TeamCo has limited influence over, and does not control, the decisions of the NHL. The Manager has no rights at all to participate in NHL decisions.
 NHL Preemption. The NHL Commissioner and the NHL Board of Governors have the authority to take actions applicable to TeamCo that may not be consistent with the best interests of the Team, TeamCo or the Arena. [Certain aspects of the NHL Team Agreement, the Non-Relocation Agreement and certain aspects of [the Lease Agreement and the Management Agreement] are also subject to the NHL League Rules.] The effect of the NHL League Rules on the ability of [the Manager and] TeamCo to perform [their / its] obligations and/or to exercise [their / its] rights under various agreements to which [they / it] is a party, including, but not limited to, the NHL Team Agreement, the Non-Relocation Agreement [and the Management Agreement], cannot be known at this time. Existing or future NHL League Rules could limit, modify or prevent the enforcement of those agreements, could modify the benefits afforded thereby, could have a material adverse effect on the Manager’s ability to generate sufficient Gross Revenues, which in turn would have a material adverse effect on the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds, and could affect any aspect of TeamCo’ activities at the Arena, including the ability of the Team to play substantially all of its home games at the Arena. While future changes are impossible to predict, the NHL (including through collective bargaining when appropriate) could change the duration of the NHL season, the scheduling of home or other games, the teams against which the Team plays hockey games, the conference in which the Team plays, the manner of play, the sharing of revenues, the NHL Draft, or any number of other items that could affect the enforcement of the NHL Team Agreement, the Non-Relocation Agreement [and ____________]. No assurance can be given as to the effect that future changes in the NHL League Rules may have upon the Project or the Manager’s ability to generate sufficient Gross Revenues, which in turn would have a material adverse effect on the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.  [Limitations on Indebtedness. Currently, the NHL limits the total indebtedness for borrowed money and similar obligations that can be incurred at the team and team owner level and by any affiliated entity that owns, leases, operates or otherwise has rights with respect to the arena in which a team’s home games are played. If the NHL were to adopt different indebtedness policies in the future, such modifications could adversely affect TeamCo’ ability to maintain a highly competitive team. These circumstances could in turn have a material adverse effect on the Manager’s ability to generate sufficient Gross Revenues, which in turn would have a material adverse effect on the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.
 Dependence on Other Teams and NHL. The success of the NHL and its member teams and attendance at hockey games depends in part on the competitiveness of the other teams in the NHL and their ability to maintain fiscally sound teams. Certain teams have at times encountered financial difficulties, and neither TeamCo nor the Manager has any capacity to ensure that the NHL and its respective teams will continue to operate on a fiscally stable and effective basis.  Player Relations/Collective Bargaining Agreements. Relations between the NHL and the Players Association have been contentious at times, including a lock-out by the NHL of the NHLPA members in 2012 causing the loss of approximately three (3) months of the NHL regular season.

The NHL and the Players Association entered into its current collective bargaining agreement (“CBA”) in January 2013 and an extension of the CBA in July 2020. The agreement expires following the 2025-2026 NHL Season. There can be no assurance that there will not be a work 62 stoppage involving the NHL players upon the expiration of the current or any subsequent collective bargaining agreement to which the NHL is a party or any other Work Stoppage, and any such Work Stoppage could have a material adverse effect on TeamCo, other NHL teams, and the NHL generally. These circumstances could in turn have a material adverse effect on the Manager’s ability to generate sufficient Gross Revenues, which in turn would have a material adverse effect on the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds. The consequences of any Work Stoppage may in part be mitigated by the establishment of the Series 2023[●] Work Stoppage Reserve Account under the Accounts Agreement for the benefit of the Owners of the Series 2023[●] Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Accounts Agreement — Series 2023[●] Work Stoppage R eserve Account.” None of the NHL, any of its affiliates or members (other than TeamCo), and any of their respective owners, officers, employees or representatives has passed upon or is responsible for the accuracy or completeness of this Official Statement or any statement contained herein.

Expiration of Naming Rights Agreement Risk.

The Naming Rights Agreement will expire on September 30, 2031 and there can be no assurance that the Manager will be able to replace the Naming Rights Agreement with a similar sponsorship agreement with another party or that the amounts receivable by the Manager under any replacement sponsorship agreement will be commensurate with the amounts originally projected to be received under the existing Naming Rights Agreement.

Dependence on Key Personnel and Service Providers
The continued success of the Team will be highly dependent on the services of members of the senior management of TeamCo. Similarly, the continued success of the Arena will be highly dependent on the services of members of the Manager’s senior management. There can be no assurance that either TeamCo or the Arena will be able to retain these employees or replace them with equally competent employees. The failure to obtain necessary services from skilled individuals on favorable terms, the loss of the services of any of these individuals, or the failure of such individuals to perform satisfactorily or to work together successfully, may adversely affect the Manager’s ability to generate sufficient Gross Revenues, which in turn would limit the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.

General Economic Conditions and Other Factors
Apart from competition and other business risks facing the Manager, the financial performance of the Arena will depend to some degree upon factors beyond the control of the Manager, including general national and local economic conditions (e.g., inflation, unemployment, population growth and distribution trends) and federal, state and local taxation and laws and regulations affecting the Manager and its business.

The demand for entertainment and leisure activities tends to be sensitive to consumers’ disposable incomes.

Further, the premium seating market is sensitive to the profitability of businesses and corporations who typically are significant purchasers of such inventory, as well as laws affecting the deductibility for tax purposes of, or the disclosure of, such business expenses. Recently, market and economic conditions have been, and continue to be, disrupted and volatile due to a significant downturn in the global economy arising from the COVID-19 Pandemic and from the Russian invasion of the Ukraine. The COVID-19 Pandemic has caused economic activity in the United States and the State of California to drop abruptly and dramatically. Concerns over decreases in per capita income and level of disposable income, increased unemployment or a decline in consumer confidence as a result of the COVID-19 Pandemic or similar 63 situations have contributed to this increased volatility and diminished expectations for the economy. These factors, combined with declining business and consumer confidence, increased unemployment, lower business investment, lower corporate earnings, lower family income and lower consumer spending may trigger a prolonged economic recovery. Prolonged unfavorable conditions, including as a result of COVID- 19 or similar outbreaks, or adverse changes in law may lead to a decline in consumers’ income available for (or interest in) purchasing premium and non-premium seating at the Team’s games or spending on goods and services ancillary to events at the Arena, such as food and beverage and licensed products.

Signage/advertising budgets are also sensitive to general economic conditions and adverse general economic conditions could lead to a decline in the Arena’s signage/advertising revenue. Furthermore, current or future economic conditions may affect the ability of the Manager to fulfill its contractual obligations.

It is difficult to predict how long the current economic conditions will persist, whether they will deteriorate further, and what effect they will have on Gross Revenues. As a result, these conditions could adversely affect the Manager’s ability to generate Gross Revenues.

Future War, Terrorist Activities or Political Uncertainties Sporting and other spectator events and leisure travel are vulnerable to threats occasioned by war and terrorist activities. As a result, future acts of war, terrorism or hostilities could adversely affect the Manager’s ability to generate Gross Revenues.

Seismic Activity and Natural Disasters
The City, like all California communities, may be subject to unpredictable seismic activity, wildfires, or flooding in the wake of fires or in the event of unseasonable rainfall. There is significant potential for destructive ground-shaking during the occurrence of a major seismic event. In addition, land susceptible to seismic activity may be subject to liquefaction during such an event. Known active fault corridors within the Orange County area include the Newport-Inglewood-Offshore fault that is approximately 10 miles westerly, the Whittier Fault, and the Chino Fault located to the northeast.

The land comprising the Property is located in a Zone “X” flood designated area according to Federal Emergency Management Agency Community Panel No. 06059C0141J, effective date December 3, 2009. This designation references an area of minimal flooding, which is outside the 0.2% annual change floodplain. Flood insurance is not required. The Santa Ana River runs through the City and is shown as a 1% annual chance of flood discharge that is contained in channel.

In the event of a severe earthquake, fire, flood or other natural disaster, there may be significant damage to both property and infrastructure in the City, which could impact the ability of the City to make Base Rental Payments when due and, accordingly, could have an adverse effect on the Authority’s ability to make timely payments of principal of and interest on Bonds. The City is not required under the Lease Agreement to maintain earthquake or flood insurance on the Property. Additionally, any damage to the hotels in the City, the Disneyland Resort and/or the Anaheim Convention Center could have a significant impact on the number of visitors to the City, which could impact revenues. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Insurance Requirements under Lease Agreement” and “– Insurance requirements under Management Agreement” herein.

Absence of Earthquake and Flood Insurance
The Lease Agreement does not require earthquake or flood insurance to be maintained on the Property, unless available at commercially reasonable rates. The City does not currently maintain any 64 earthquake insurance.

If the Property or any part thereof is damaged or destroyed by an earthquake or flood resulting in loss or substantial interference in the use and occupancy thereof, the City may not have sufficient insurance proceeds to repair or replace the damaged or destroyed portion of the Property. The City has made certain agreements in the Lease Agreement and the Management Agreement with respect to the application of Net Proceeds of casualty insurance. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Insurance Requirements under Lease Agreement” and “– Insurance requirements under Management Agreement” herein.

Hazardous Substances
The discovery of hazardous substances on the Property could impact the City’s ability to make Rental Payments. In general, the owners and operators of a property may be required by law to remedy conditions of the property relating to releases or threatened releases of hazardous substances. The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition on the property whether or not the owner or operator has anything to do with creating or handling the hazardous substance.

The effect, therefore, should the Property be affected by a hazardous substance, would be to reduce the marketability and value of the Property by the costs of, and any liability incurred by, remedying the condition. Such reduction in the value of the Property could adversely impact the fair rental value of the Property and potentially result in abatement of the Lease Payments.

The City is unaware of any hazardous substances on the Property.

Substitution or Release of Additional Project Property
The City has the right to substitute alternate real property for any portion of the Additional Project Property or release a portion of the Additional Project Property from the Ground Lease and the Lease Agreement (except, in each case, for the Parking Areas), subject to complying with all of the conditions set forth in the Ground Lease. After removing such Additional Project Property from the premises demised under the Ground Lease, such Additional Project Property will also be removed or released from the premises demised under the Lease Agreement without the consent of any Owners of the Bonds. No substitution or release of any Additional Project Property will result in a reduction of the Base Rental Payments due from the City to the Authority under the Lease Agreement. See “SECURITY FOR AND SOURCES OF PAYMENT FOR THE BONDS – Substitution or Release of Additional Project Property” herein.

Maintenance, Repair and Risk of Loss
The Manager, on behalf of the City, is responsible for all maintenance, repairs, capital repairs, capital improvements and risk of loss associated with the ownership and operation of the Arena. These responsibilities can require substantial expenditures. Although the Lease Agreement requires the City to purchase and maintain (or cause to be purchased and maintained) customary insurance coverage, including property insurance at full replacement cost, there can be no assurance that the deductibles and exclusions from such policies will not increase over time, that such insurance will be sufficient or will cover each potential loss (either in whole or in part), or that the applicable insurers will have the financial ability to pay covered losses or will pay such losses without the necessity of litigation. The Manager has not 65 established a reserve for uninsured losses or for future capital repairs or improvements. If the Manager fails to comply with its obligations to make necessary capital repairs, or fails to make discretionary capital improvements necessary to maintain the competitiveness of the Arena, such circumstances may adversely affect the Manager’s ability to generate sufficient Gross Revenues, which in turn would adversely affect the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.

Damage to or Destruction of the Arena; Condemnation
In the event of damage to or destruction of the Arena, the City will be required under the Lease Agreement to restore the Arena and the Property with any net insurance proceeds[, subject to its right to terminate the Lease Agreement if the casualty damages all or substantially all of the Arena and occurs in the final [five (5)] years of the term of the Lease Agreement, in which event, pursuant to the Indenture, net insurance proceeds will be applied by the Authority to the redemption of the Bonds (including the Series 2023[●] Bonds). There can be no assurance that the net insurance proceeds will be sufficient for the required purposes or that the applicable insurers will have the financial ability to pay the covered losses or will pay such losses without the necessity of litigation. Furthermore, although in the event of a casualty that does not result in a termination of the Lease Agreement, the City’s obligations continue as if the casualty had not occurred, it is likely that in such event the Team would play home games at, and other scheduled events would be relocated to, alternative locations during reconstruction. The use of another facility during reconstruction could adversely affect the Manager’s ability to generate sufficient Gross Revenues, which in turn would adversely affect the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.

Similarly, if the Arena and the Property is taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the Lease Agreement will terminate, subject to certain rights of the Trustee to receive [a share of] the condemnation proceeds. There can be no assurance that such condemnation proceeds will be sufficient to pay in full all principal of and interest due on the Series 2023[●] Bonds. If the Arena and the Property is subject to a taking by a governmental authority which is less than a substantial taking and is restored by the City pursuant to the Lease Agreement, the collection of Gross Revenues could decline during and following such restoration.

Such a decline could have a material adverse effect on the Manager’s ability to generate sufficient Gross Revenues, which in turn would have a material adverse effect on the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.

Possible Insufficiency of Insurance Proceeds or Condemnation Awards The Lease Agreement obligates the City to keep in force various forms of insurance, subject to deductibles, for repair or replacement of the Property in the event of damage, destruction or title defects, subject to certain exceptions. The Authority and the City make no representation as to the ability of any insurer to fulfill its obligations under any insurance policy obtained pursuant to the Lease Agreement and no assurance can be given as to the adequacy of any such insurance to fund necessary repair or replacement or to pay principal of and interest on the Series 2023[●] Bonds when due (see “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Damage to or Destruction of the Arena; Condemnation” above).

In addition, certain risks, such as earthquakes and floods, are not covered by the insurance required under the Lease Agreement. The City has made certain agreements in the Lease Agreement and the Management Agreement with respect to the application of Net Proceeds of casualty insurance and of any award made in eminent domain proceedings. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Insurance Requirements under Lease Agreement” and “– Insurance requirements under Management Agreement” herein.
66 Cybersecurity
The City, like other public and private entities, relies on a large and complex technology environment to conduct its operations, and consequently faces the threat of cybersecurity incidents. Such incidents can result from unintentional events, or from deliberate attacks by unauthorized entities or individuals attempting to gain access to the City’s information technology systems to misappropriate assets or information or to cause operational disruption and damage. The City and its departments face cyber threats from time to time, including but not limited to hacking, viruses, malware, phishing, distributed denial-of-service, and other attacks on computers, networks, and systems. The City has not experienced a major cyber breach that resulted in a financial loss.

There are no pending or reported claims for cyber security breach materially impacting the City.

The City currently maintains insurance to cover cybersecurity breaches.

Continuing Governmental Requirements
Operation of the Arena by the Manager requires certain state and local governmental permits or approvals, including event licenses, signage permits, liquor licenses and advertising and parking licenses.

No assurances can be given that the Manager will be able to maintain such permits and licenses in the future. Failure to maintain any of these permits and licenses could limit the Manager’s ability to generate sufficient Gross Revenues, which in turn would limit the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds.

Limitations on Remedies
The rights of the Owners of the Series 2023[●] Bonds are subject to the limitations on legal remedies against cities in the State, including a limitation on enforcement of judgments against funds needed to serve the public welfare and interest. Additionally, enforceability of the rights and remedies of the Owners of the Series 2023[●] Bonds, and the obligations incurred by the City, may become subject to the United States Bankruptcy Code (Title 11, United States Code) (the “Bankruptcy Code”) and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect, equity principles which may limit the specific enforcement under State law of certain remedies, the exercise by the United States of America of the powers delegated to it by the U.S. Constitution, the reasonable and necessary exercise, in certain exceptional situations, of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose and the limitations on remedies against cities in the State. Bankruptcy proceedings, or the exercise of powers by the federal or State government, if initiated, could subject the Owners of the Series 2023[●] Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation, or modification of their rights. Under Chapter 9 of the Bankruptcy Code, which governs the bankruptcy proceedings for public agencies such as the City, there are no involuntary petitions in bankruptcy. If the City were to file a petition under Chapter 9 of the Bankruptcy Code, the Owners of the Series 2023[●] Bonds, the Trustee and the Authority could be prohibited from taking any steps to enforce their rights under the Lease Agreement, and from taking any steps to collect amounts due from the City under the Lease Agreement. See “BANKRUPTCY RISK CONSIDERATIONS — Bankruptcy of the City; Enforceability of Documents with Respect to the Bankruptcy of the City” below.

No Liability of Authority to the Owners
Except as expressly provided in the Indenture, the Authority will not have any obligation or liability to the Owners of the Series 2023[●] Bonds with respect to the payment when due of the Base Rental 67 Payments by the City, or with respect to the performance by the City of other agreements and covenants required to be performed by it contained in the Lease Agreement or the Indenture, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained in the Indenture.

Bond Ratings
There can be no assurance that the ratings assigned to the Series 2023[●] Bonds at the time of issuance will not be lowered or withdrawn at any time, which could adversely affect the market price and marketability of the Series 2023[●] Bonds.

Lack of Active Trading Market
There is no existing market for the Series 2023[●] Bonds and there can be no assurance that an active trading market for the Series 2023[●] Bonds will develop. Moreover, even if a market for the Series 2023[●] Bonds were to develop, the price of the Series 2023[●] Bonds may fluctuate depending on many factors including, but not limited to, prevailing interest rates and the market for similar securities, and therefore liquidity may be limited and the Series 2023[●] Bonds could trade at a discount from their face amount. If a market for the Series 2023[●] Bonds does not develop, the Series 2023[●] Bonds may not be able to be resold for an extended period of time, if at all. Consequently, a purchaser of the Series 2023[●] Bonds may not be able liquidate to its investment readily, and lenders may not readily accept the Series 2023[●] Bonds as collateral for loans.

BANKRUPTCY RISK CONSIDERATIONS
The following bankruptcy risk considerations, along with the other risk factors (which include, but are not limited to, the risks set forth under “RISK FACTORS AND INVESTMENT CONSIDERATIONS” above) and other information in this Official Statement, should be considered by potential investors in evaluating purchase of the Series 2023[●] Bonds. However, they do not purport to be an exhaustive listing of risks and other considerations which may be relevant to an investment in the Series 2023[●] Bonds. In addition, the order in which the following factors are presented is not intended to reflect the relative importance of any such risks.

Enforceability of Documents – General
Receipt of payments owed to Owners of the Series 2023[●] Bonds depends upon the enforceability of various instruments and agreements. The various legal opinions to be delivered concurrently with the delivery of the Series 2023[●] Bonds will be qualified as to enforceability of various instruments and agreements because of limitations imposed by United States federal and state laws affecting remedies and other matters, and by bankruptcy, reorganization or other laws affecting the enforcement of creditors’ rights generally.

Insofar as [the Financing Documents] / [the Lease Agreement,] the Management Agreement, the NHL Team Agreement, the Non-Relocation Agreement [and the _________] provide for equitable remedies, a court of equity has broad discretion as to whether or not to grant equitable relief, including whether to require the specific performance of any such agreement. Furthermore, the liquidated damages provision contained in the Non-Relocation Agreement may be found to be excessive or punitive, in which case it may be disallowed.

TeamCo is subject to the NHL League Rules, as such NHL League Rules may change from time to time. In addition, TeamCo’s obligations under the NHL Team Agreement and the Non-Relocation 68 Agreement are subject and subservient in all respects to the NHL League Rules. The legal effect of the NHL League Rules on the enforceability of [the Lease Agreement,] the Management Agreement, the NHL Team Agreement, the Non-Relocation Agreement [and the _________] or on any other document to which the Manager or TeamCo is a party is unclear. In addition, the effect of the NHL League Rules on the ability of [the Manager or] TeamCo to perform [their / its] obligations and/or to exercise [their / its] rights under various agreements to which either of them is a party, including, but not limited to, [the Lease Agreement,] the Management Agreement, the NHL Team Agreement, the Non-Relocation Agreement [and the _________] cannot be known at this time. The NHL League Rules and/or future changes thereto could limit, modify or prevent the enforcement of such agreements and documents, modify the benefits afforded thereby and ultimately have a material adverse effect on the Manager’s ability to generate sufficient Gross Revenues, which in turn would have a material adverse effect on the City’s ability to make Base Rental Payments and correspondingly the Authority’s ability to pay the principal of and interest on the Series 2023[●] Bonds. See “RISK FACTORS AND INVESTMENT CONSIDERATIONS — Risks Associated with Operations — National Hockey League — NHL Preemption” and “BANKRUPTCY RISK CONSIDERATIONS — Enforceability of Documents – General.” Bankruptcy of the City; Enforceability of Documents with Respect to the Bankruptcy of the City In addition to the limitation on remedies contained in the Indenture, the rights and remedies provided in the Indenture and the Lease Agreement may be limited by and are subject to the provisions of federal bankruptcy laws and to other laws or equitable principles that may affect the enforcement of creditors’ rights. The City is a unit of State government and therefore is not subject to the involuntary procedures of the Bankruptcy Code. However, pursuant to Chapter 9 of the Bankruptcy Code, the City may seek voluntary protection from its creditors for purposes of adjusting its debts. In the event the City were to become a debtor under the Bankruptcy Code, the City would be entitled to all of the protective provisions of the Bankruptcy Code as applicable in a Chapter 9 proceeding. Among the adverse effects of such a bankruptcy might be: (i) the application of the automatic stay provisions of the Bankruptcy Code, which, until relief is granted, would prevent collection of payments from the City or the commencement of any judicial or other action for the purpose of recovering or collecting a claim against the City; (ii) the avoidance of preferential transfers occurring during the relevant period prior to the filing of a bankruptcy petition; (iii) the existence of unsecured or court-approved secured debt which may have a priority of payment superior to that of Owners of the Bonds (including the Series 2023[●] Bonds); and (iv) the possibility of the adoption of a plan for the adjustment of the City’s debt (a “Plan”) without the consent of the Trustee or all of the Owners of the Bonds (including the Series 2023[●] Bonds), which Plan may restructure, delay, compromise or reduce the amount of any claim of the Owners if the Bankruptcy Court finds that the Plan is fair and equitable.

In addition, the City could either reject the Lease Agreement or assume the Lease Agreement despite any provision of the Lease Agreement which makes the bankruptcy or insolvency of the City an event of default thereunder. In the event the City rejects the Lease Agreement, the Trustee, on behalf of the Owners of the Bonds (including the Series 2023[●] Bonds), would have a pre-petition claim that may be limited under the Bankruptcy Code and treated in a manner under a Plan over the objections of the Trustee or Owners of the Bonds (including the Series 2023[●] Bonds). Moreover, such rejection would terminate the Lease Agreement and the City’s obligations to make payments thereunder.

Bankruptcy of the Authority; Enforceability of Documents with Respect to the Bankruptcy of the Authority
The Authority is a public agency and, like the City, is not subject to the involuntary procedures of the Bankruptcy Code. The Authority may also seek voluntary protection under Chapter 9 of the Bankruptcy Code. In the event the Authority were to become a debtor under the Bankruptcy Code, the Authority would 69 be entitled to all of the protective provisions of the Bankruptcy Code as applicable in a Chapter 9 proceeding. Such a bankruptcy could adversely affect the payments under the Indenture. Among the adverse effects might be: (i) the application of the automatic stay provisions of the Bankruptcy Code, which, until relief is granted, would prevent collection of payments from the Authority or the commencement of any judicial or other action for the purpose of recovering or collecting a claim against the Authority; (ii) the avoidance of preferential transfers occurring during the relevant period prior to the filing of a bankruptcy petition; (iii) the existence of unsecured or court-approved secured debt which may have priority of payment superior to that of the Owners of the Bonds (including the Series 2023[●] Bonds); and (iv) the possibility of the adoption of a plan for the adjustment of the Authority’s debt without the consent of the Trustee or all of the Owners of the Bonds (including the Series 2023[●] Bonds), which plan may restructure, delay, compromise or reduce the amount of any claim of the Owners if the Bankruptcy Court finds that the Plan is fair and equitable. However, the bankruptcy of the Authority, and not the City, should not affect the Trustee’s rights under the Lease Agreement. The Authority could still challenge the assignment, and the Trustee and/or the Owners of the Bonds (including the Series 2023[●] Bonds) could be required to litigate these issues in order to protect their interests.

Enforceability of Documents with Respect to the Bankruptcy of the Manager and/or TeamCo In the event a voluntary or involuntary case is filed under the Bankruptcy Code with respect to the Manager and/or TeamCo, a bankruptcy court with jurisdiction could determine that the Financing Documents, including, but not limited to, the Management Agreement, the NHL Team Agreement, the Non-Relocation Agreement, the Covenant Agreement [and ___________], are executory contracts or unexpired leases subject to assumption or rejection under Section 365 of the Bankruptcy Code. In a bankruptcy case, an executory contract or unexpired lease, subject to certain statutory conditions and subject to bankruptcy court approval, is capable of being rejected by a bankruptcy trustee for the Manager or for TeamCo or by the Manager or TeamCo itself as a debtor-in-possession pursuant to Section 365 of the Bankruptcy Code. Upon bankruptcy court approval of a rejection of an executory contract or unexpired lease under Section 365 of the Bankruptcy Code, the debtor (whether the Manager or TeamCo) may be relieved of various obligations of future performance under such rejected executory contract or unexpired lease. Furthermore, whether or not a bankruptcy court were to determine that one or more of such agreements are executory contracts or unexpired leases, claims and remedies arising from such agreements, as well as other claims and remedies against the Manager and/or TeamCo, whichever is the rejecting debtor, may be reduced, modified, or terminated and discharged in the bankruptcy case, and equitable remedies may become unenforceable, all in accordance with the Bankruptcy Code dependent upon the particular circumstances.

As an alternative to rejection, any determination of the Manager or TeamCo, as a debtor or debtor- in-possession, to assume an executory contract or unexpired lease would be subject to bankruptcy court approval and would require the Manager or TeamCo, as a debtor or debtor-in-possession, to cure any existing default and demonstrate adequate assurances of future performance of its obligations under such executory contract or unexpired lease.

In addition, with the authorization of the bankruptcy court, the Manager and/or TeamCo may be able to assign their respective rights and obligations under various agreements, including, but not limited to, the Management Agreement, the NHL Team Agreement, the Non-Relocation Agreement, the Covenant Agreement [and ___________], to which they are party, to another entity, despite any contractual prohibition to the contrary.

In the event a voluntary or involuntary case is filed under the Bankruptcy Code with respect to the Manager and/or TeamCo, a bankruptcy court could determine that various agreements, including, but not limited to, the Management Agreement, the NHL Team Agreement, the Non-Relocation Agreement, the 70 Covenant Agreement [and ___________], are part of the Lease Agreement and are therefore all part of a non-residential real property lease. A trustee in bankruptcy, or the Manager or TeamCo as a debtor-in- possession, as the case may be, might reject its respective agreements. If any such agreement were determined to be an unexpired lease of non-residential real property and were rejected by the trustee, or the debtor-in-possession as lessee, the amount of any corresponding claim resulting from the termination of such agreement would be limited to the rent payable under such agreement (without acceleration) for the greater of one (1) year or fifteen percent (15%) not to exceed three (3) years, of the remaining term of such agreement following the earlier of (a) the date the bankruptcy petition was filed, and (b) the date on which the lessor repossessed, or the lessee debtor surrendered, the leased property, plus any unpaid rents or guaranteed payments (without acceleration) on the earlier of such dates. This determination could allow the Manager or TeamCo, as the case may be, to make minimal additional rent payments or other guaranteed payments under their respective agreements and, thereby, limit the amounts that could be recovered and made available to pay to the Owners of the Bonds (including the Series 2023[●] Bonds).

In the event a voluntary or involuntary case is filed under the Bankruptcy Code with respect to the Manager and/or TeamCo, actions against the Manager or TeamCo, as the case may be, would be stayed.

In addition, among other things, a bankruptcy court with jurisdiction could confirm a plan that could affect the Owners of the Bonds by reducing or eliminating the amount of the Manager’s or TeamCo’s obligations and/or indebtedness, by deferring or rearranging debt service schedules for the Bonds (including the Series 2023[●] Bonds), by reducing or eliminating interest rates for the Bonds (including the Series 2023[●] Bonds), by substituting (in whole or in part) other securities, by modifying or abrogating collateral or security arrangements, and by otherwise compromising, modifying, or terminating and discharging the rights and remedies of creditors against the Manager and/or TeamCo, as the case may be. Furthermore, under specific provisions of the Bankruptcy Code, a bankruptcy court has the power to authorize the avoidance and recovery of certain payments made to creditors prior to filing of the bankruptcy case.

In addition, TeamCo, or another affiliate of the Manager and/or TeamCo, whether or not in bankruptcy, or any of their creditors or representatives might attempt to reach assets of the Manager under one or more theories that exist under state or federal law, including, but not limited to, “alter ego”, “piercing the veil”, “substantive consolidation” or a similar equitable concept. While “separateness covenants” have been included in the Manager’s organizational documents in part to mitigate the chances of one of these legal theories being successfully employed, no assurance can be given that a court, utilizing its equity jurisdiction, might not be convinced based upon the facts and circumstances present at the time of the request, to grant the requested relief. If that relief were granted, it could have a detrimental impact on the Manager and/or TeamCo and the Owners of the Bonds. Furthermore, notwithstanding the provisions in the Manager’s Operating Agreement that are intended to make the Manager “bankruptcy remote”, no assurance can be given that the Manager will not become a debtor in a bankruptcy case or that a bankruptcy case will not permit funds of the Manager to be used in some fashion by a different but related bankruptcy case.

Operations During a Reorganization Proceeding
During a Chapter 11 reorganization bankruptcy case under the Bankruptcy Code, the ability of a 71 debtor to continue operations requires the debtor to have access to funds with which to pay operating expenses that arise from and after the filing of the bankruptcy case. Funding is often provided by bankruptcy court permission to access a secured lenders’ cash collateral or for new loans in the form of debtor-in-possession financing, commonly referred to as DIP Financing, each in accordance with the applicable provisions of Sections 363 and 364 of the Bankruptcy Code. No assurance can be given that should the Manager and/or TeamCo become a debtor in a bankruptcy case it will be able to access its secured lenders’ cash collateral or be able to secure DIP Financing. If access to cash collateral and/or DIP Financing is not available, the Manager and/or TeamCo may not be permitted to continue operations, which would likely result in a decrease in the value of the assets available to satisfy the Owners of the Bonds.

TAX MATTERS
In the opinion of Stradling Yocca Carlson & Rauth, Bond Counsel to the Authority (“Bond Counsel”), based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2023[●] Bonds is exempt from State of California personal income taxes. Bond Counsel expresses no opinion regarding any other tax consequences relating to the ownership or disposition of, or the amount, accrual, or receipt of interest on, the Series 2023[●] Bonds. The proposed form of opinion of Bond Counsel is contained in Appendix Q hereto.

The following discussion summarizes certain U.S. federal tax considerations generally applicable to holders of the Series 2023[●] Bonds that acquire their Series 2023[●] Bonds in the initial offering. The discussion below is based upon laws, regulations, rulings, and decisions in effect and available on the date hereof, all of which are subject to change, possibly with retroactive effect. Prospective investors should note that no rulings have been or are expected to be sought from the Internal Revenue Service (the “IRS”) with respect to any of the U.S. federal tax consequences discussed below, and no assurance can be given that the IRS will not take contrary positions. Further, the following discussion does not deal with U.S. tax consequences applicable to any given investor, nor does it address the U.S. tax considerations applicable to all categories of investors, some of which may be subject to special taxing rules (regardless of whether or not such investors constitute U.S. Holders), such as certain U.S. expatriates, banks, REITs, RICs, insurance companies, tax-exempt organizations, dealers or traders in securities or currencies, partnerships, S corporations, estates and trusts, investors that hold their Bonds as part of a hedge, straddle or an integrated or conversion transaction, investors whose “functional currency” is not the U.S. dollar. Furthermore, it does not address (i) alternative minimum tax consequences, (ii) the net investment income tax imposed under Section 1411 of the Internal Revenue Code of 1986 (the “Code”), or (iii) the indirect effects on persons who hold equity interests in a holder. This summary also does not consider the taxation of the Series 2023[●] Bonds under state, local or non-U.S. tax laws. In addition, this summary generally is limited to U.S. tax considerations applicable to investors that acquire their Bonds pursuant to this offering for the issue price that is applicable to such Bonds (i.e., the price at which a substantial amount of the Series 2023[●] Bonds are sold to the public) and who will hold their Bonds as “capital assets” within the meaning of Section 1221 of the Code.

As used herein, “U.S. Holder” means a beneficial owner of a Bond that for U.S. federal income tax purposes is an individual citizen or resident of the United States, a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any state thereof (including the District of Columbia), an estate the income of which is subject to U.S. federal income taxation regardless of its source or a trust where a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust (or a trust that has made a valid election under U.S.

Treasury Regulations to be treated as a domestic trust). As used herein, “Non-U.S. Holder” generally means a beneficial owner of a Bond (other than a partnership) that is not a U.S. Holder. If a partnership holds 72 Bonds, the tax treatment of such partnership or a partner in such partnership generally will depend upon the status of the partner and upon the activities of the partnership. Partnerships holding Bonds, and partners in such partnerships, should consult their own tax advisors regarding the tax consequences of an investment in the Series 2023[●] Bonds (including their status as U.S. Holders or Non-U.S. Holders).

Notwithstanding the rules described below, it should be noted that certain taxpayers that are required to prepare certified financial statements or file financial statements with certain regulatory or governmental agencies may be required to recognize income, gain and loss with respect to the Series 2023[●] Bonds at the time that such income, gain or loss is recognized on such financial statements instead of under the rules described below (in the case of original issue discount, such requirements are only effective for tax years beginning after December 31, 2018).

Prospective investors should consult their own tax advisors in determining the U.S. federal, state, local or non-U.S. tax consequences to them from the purchase, ownership and disposition of the Series 2023[●] Bonds in light of their particular circumstances.

U.S. Holders
Interest. Interest on the Series 2023[●] Bonds generally will be taxable to a U.S. Holder as ordinary interest income at the time such amounts are accrued or received, in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes.

To the extent that the issue price of any maturity of the Series 2023[●] Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Bonds) by more than a de minimis amount, the difference may constitute original issue discount (“OID”). U.S. Holders of Bonds will be required to include OID in income for U.S. federal income tax purposes as it accrues, in accordance with a constant yield method based on a compounding of interest (which may be before the receipt of cash payments attributable to such income). Under this method, U.S. Holders generally will be required to include in income increasingly greater amounts of OID in successive accrual periods.

Bonds purchased for an amount in excess of the principal amount payable at maturity (or, in some cases, at their earlier call date) will be treated as issued at a premium. A U.S. Holder of a Bond issued at a premium may make an election, applicable to all debt securities purchased at a premium by such U.S.

Holder, to amortize such premium, using a constant yield method over the term of such Bond.

Sale or Other Taxable Disposition of the Series 2023[●] Bonds. Unless a nonrecognition provision of the Code applies, the sale, exchange, redemption, retirement (including pursuant to an offer by the Authority or the City) or other disposition of a Bond will be a taxable event for U.S. federal income tax purposes. In such event, in general, a U.S. Holder of a Bond will recognize gain or loss equal to the difference between (i) the amount of cash plus the fair market value of property received (except to the extent attributable to accrued but unpaid interest on the Bond, which will be taxed in the manner described above) and (ii) the U.S. Holder’s adjusted U.S. federal income tax basis in the Bond (generally, the purchase price paid by the U.S. Holder for the Bond, decreased by any amortized premium, and increased by the amount of any OID previously included in income by such U.S. Holder with respect to such Bond). Any such gain or loss generally will be capital gain or loss. In the case of a non-corporate U.S. Holder of the Series 2023[●] Bonds, the maximum marginal U.S. federal income tax rate applicable to any such gain will be lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income if such U.S. holder’s holding period for the Series 2023[●] Bonds exceeds one year. The deductibility of capital losses is subject to limitations.
73 Defeasance of the Series 2023[●] Bonds. If the Authority defeases any Bond, the Bond may be deemed to be retired for U.S. federal income tax purposes as a result of the defeasance. In that event, in general, a holder will recognize taxable gain or loss equal to the difference between (i) the amount realized from the deemed sale, exchange or retirement (less any accrued qualified stated interest which will be taxable as such) and (ii) the holder’s adjusted tax basis in the Bond.

Information Reporting and Backup Withholding. Payments on the Series 2023[●] Bonds generally will be subject to U.S. information reporting and possibly to “backup withholding.” Under Section 3406 of the Code and applicable U.S. Treasury Regulations issued thereunder, a non-corporate U.S.

Holder of the Series 2023[●] Bonds may be subject to backup withholding at the current rate of 24% with respect to “reportable payments,” which include interest paid on the Series 2023[●] Bonds and the gross proceeds of a sale, exchange, redemption, retirement or other disposition of the Series 2023[●] Bonds. The payor will be required to deduct and withhold the prescribed amounts if (i) the payee fails to furnish a U.S. taxpayer identification number (“TIN”) to the payor in the manner required, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a “notified payee underreporting” described in Section 3406(c) of the Code or (iv) the payee fails to certify under penalty of perjury that the payee is not subject to withholding under Section 3406(a)(1)(C) of the Code. Amounts withheld under the backup withholding rules may be refunded or credited against the U.S. Holder’s federal income tax liability, if any, provided that the required information is timely furnished to the IRS. Certain U.S. holders (including among others, corporations and certain tax-exempt organizations) are not subject to backup withholding.

A holder’s failure to comply with the backup withholding rules may result in the imposition of penalties by the IRS.

Non-U.S. Holders
Interest. Subject to the discussions below under the headings “Information Reporting and Backup Withholding” and “Foreign Account Tax Compliance Act (“FATCA”) – U.S. Holders and Non-U.S.

Holders.” payments of principal of, and interest on, any Bond to a Non-U.S. Holder, other than (1) a controlled foreign corporation, as such term is defined in the Code, which is related to the Authority or the City through stock ownership, and (2) a bank which acquires such Bond in consideration of an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business, will not be subject to any U.S. federal withholding tax provided that the beneficial owner of the Bond provides a certification completed in compliance with applicable statutory and regulatory requirements, which requirements are discussed below under the heading “Information Reporting and Backup Withholding,” or an exemption is otherwise established.

Disposition of the Series 2023[●] Bonds. Subject to the discussions below under the headings “Information Reporting and Backup Withholding” and “Foreign Account Tax Compliance Act (“FATCA”) – U.S. Holders and Non-U.S. Holders,” any gain realized by a Non-U.S. Holder upon the sale, exchange, redemption, retirement (including pursuant to an offer by the Authority or the City or a deemed retirement due to defeasance of the Bond) or other disposition of a Bond generally will not be subject to U.S. federal income tax, unless (i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States; or (ii) in the case of any gain realized by an individual Non-U.S.

Holder, such holder is present in the United States for one hundred and eighty-three (183) days or more in the taxable year of such sale, exchange, redemption, retirement (including pursuant to an offer by the Authority or the City) or other disposition and certain other conditions are met.

U.S. Federal Estate Tax. A Bond that is held by an individual who at the time of death is not a citizen or resident of the United States will not be subject to U.S. federal estate tax as a result of such individual’s death, provided that, at the time of such individual’s death, payments of interest with respect 74 to such Bond would not have been effectively connected with the conduct by such individual of a trade or business within the United States.

Information Reporting and Backup Withholding. Subject to the discussion below under the heading “Foreign Account Tax Compliance Act (“FATCA”) – U.S. Holders and Non-U.S. Holders,” under current U.S. Treasury Regulations, payments of principal and interest on any Bonds to a holder that is not a United States person will not be subject to any backup withholding tax requirements if the beneficial owner of the Bond or a financial institution holding the Bond on behalf of the beneficial owner in the ordinary course of its trade or business provides an appropriate certification to the payor and the payor does not have actual knowledge that the certification is false. If a beneficial owner provides the certification, the certification must give the name and address of such owner, state that such owner is not a United States person, or, in the case of an individual, that such owner is neither a citizen nor a resident of the United States, and the owner must sign the certificate under penalties of perjury. The current backup withholding tax rate is 24%.

Foreign Account Tax Compliance Act (“FATCA”) – U.S. Holders and Non-U.S. Holders Sections 1471 through 1474 of the Code impose a 30% withholding tax on certain types of payments made to foreign financial institutions, unless the foreign financial institution enters into an agreement with the U.S. Treasury to, among other things, undertake to identify accounts held by certain U.S. persons or U.S.-owned entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent it from complying with these and other reporting requirements, or unless the foreign financial institution is otherwise exempt from those requirements. In addition, FATCA imposes a 30% withholding tax on the same types of payments to a non-financial foreign entity unless the entity certifies that it does not have any substantial U.S. owners or the entity furnishes identifying information regarding each substantial U.S. owner. Under current guidance, failure to comply with the additional certification, information reporting and other specified requirements imposed under FATCA could result in the 30% withholding tax being imposed on payments of interest on the Series 2023[●] Bonds. In general, withholding under FATCA currently applies to payments of U.S. source interest (including OID) and, under current guidance, will apply to certain “passthru” payments no earlier than the date that is two years after publication of final U.S. Treasury Regulations defining the term “foreign passthru payments.” Prospective investors should consult their own tax advisors regarding FATCA and its effect on them.

The foregoing summary is included herein for general information only and does not discuss all aspects of U.S. federal taxation that may be relevant to a particular holder of Bonds in light of the holder’s particular circumstances and income tax situation. Prospective investors are urged to consult their own tax advisors as to any tax consequences to them from the purchase, ownership and disposition of Bonds, including the application and effect of state, local, non-U.S., and other tax laws.

CERTAIN LEGAL MATTERS
The validity of the Series 2023[●] Bonds and certain other legal matters are subject to the approving opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel. A complete copy of the proposed form of Bond Counsel opinion is contained in Appendix Q hereto. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Stradling Yocca Carlson & Rauth, as Disclosure Counsel, will provide certain other legal services for the Authority and the City. Stradling Yocca Carlson & Rauth will receive compensation from the City contingent upon the sale and issuance of the Series 2023[●] Bonds. Certain legal matters will be passed on for the Authority and the City by the City Attorney of the City. Certain legal matters will be passed upon for the Underwriter by its counsel, Winston & Strawn LLP, New York, New York. 75 LITIGATION
The Authority
There is no action, suit or proceeding known to be pending or threatened either restraining or enjoining the execution or delivery of the Series 2023[●] Bonds, the Ground Lease, the Lease Agreement, the Indenture, the Assignment Agreement or the Accounts Agreement, or in any way contesting or affecting the validity of the foregoing or any proceedings of the Authority or the City taken with respect to any of the foregoing.
[ ___ ]
The City
Various claims and suits have been and can be expected to be filed against the City in the normal course of business. However, there is no action, suit or proceeding known to be pending or threatened either restraining or enjoining the execution or delivery of the Series 2023[●] Bonds, the Ground Lease, the Lease Agreement, the Indenture or the Accounts Agreement, or in any way contesting or affecting the validity of the foregoing or any proceedings of the City taken with respect to any of the foregoing.

The Manager
There is no litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Manager or its affiliates, threatened in writing against the Manager or its affiliates, as to which there is a reasonable likelihood of an adverse determination and which, if adversely determined, individually or in the aggregate, with all such other litigation, actions, suits, proceedings, claims, arbitrations or investigations, would have a material adverse effect on the Manager, the issuance of the Bonds or the construction, equipping, leasing or operation of the Arena.

There is no action, suit or proceeding known to be pending or threatened either restraining or enjoining the execution or delivery of the Management Agreement, the NHL Team Agreement, the Accounts Agreement, the Covenant Agreement or the Security Agreement, or in any way contesting or affecting the validity of the foregoing or any proceedings of the Manager taken with respect to any of the foregoing.

TeamCo
There is no litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of TeamCo or its affiliates, threatened in writing against TeamCo or its affiliates, as to which there is a reasonable likelihood of an adverse determination and which, if adversely determined, individually or in the aggregate, with all such other litigation, actions, suits, proceedings, claims, arbitrations or investigations, would have a material adverse effect on TeamCo or the operation of the Arena.

There is no action, suit or proceeding known to be pending or threatened either restraining or enjoining the execution or delivery of the NHL Team Agreement or the Non-Relocation Agreement, or in any way contesting or affecting the validity of the foregoing or any proceedings of TeamCo taken with respect to any of the foregoing.
76 The Arena/The Project
There is no litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the City, the Manager or any of their respective affiliates, threatened in writing against the Arena or the Project, as to which there is a reasonable likelihood of an adverse determination and which, if adversely determined, individually or in the aggregate, with all such other litigation, actions, suits, proceedings, claims, arbitrations or investigations, would have a material adverse effect on the construction, equipping, leasing or operation of the Arena or the Project.

UNDERWRITING
The Series 2023[●] Bonds are being purchased by J.P. Morgan Securities LLC (the “Underwriter”).

Pursuant to a Bond Purchase Contract between the Underwriter and the Authority (the “Purchase Contract”), the Underwriter has agreed to purchase the Series 2023[●] Bonds for an aggregate purchase price of $[_____________], which represents the par amount of the Series 2023[●] Bonds, less an underwriter’s discount of $[_____________], subject to the conditions set forth in the Purchase Contract.

The Purchase Contract provides that the Underwriter will purchase all of the Series 2023[●] Bonds, if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in such Purchase Contract, the approval of certain legal matters by counsel and certain other conditions.

The Underwriter may offer and sell the Series 2023[●] Bonds to certain dealers, institutional investors and others at prices lower than the public offering prices stated on the inside cover page hereof and such public offering prices may be changed from time to time by the Underwriter.

The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, investment management, principal investment, hedging, financing and brokerage activities. The Underwriter and its affiliates have, from time to time, performed, and may in the future perform, various investment banking services for the City or the Authority for which they received or will receive customary fees and expenses. In addition, certain affiliates of the Underwriter are lenders, and in some cases agents or managers for the lenders, under credit and liquidity facilities, and may be lenders to the City and/or the Authority.

In the ordinary course of their various business activities, the Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the City and the Authority. An affiliate of the Underwriter (JPMorgan Chase Bank, National Association) will be one of the purchasers of the Series 2023[●] Bonds.

RATINGS
DBRS, Inc. (“DBRS”) will assign to the Series 2023[●] Bonds its municipal bond rating of “___”.

DBRS has assigned an underlying municipal bond rating of “___” to the Series 2023[●] Bonds. Such rating reflects only the views of DBRS, and an explanation of the significance of the rating may be obtained by contacting DBRS at: DBRS, Inc., [ ___ ]. Such rating is not a recommendation to buy, sell or hold the Series 2023[●] Bonds. There is no assurance that such rating will continue for any given period of time or that such rating will not be revised downward or withdrawn entirely by DBRS, if in its judgment circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Series 2023[●] Bonds. 77 MUNICIPAL ADVISOR
The City has retained PFM Financial Advisors LLC, Los Angeles, California as Municipal Advisor (the “Municipal Advisor”) with respect to the issuance of the Series 2023[●] Bonds. The Municipal Advisor is not obligated to undertake and has not undertaken to make, an independent verification or to assume any responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. PFM Financial Advisors LLC is a full service municipal advisor and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. The Municipal Advisor will receive compensation contingent upon the sale and issuance of the Series 2023[●] Bonds.

FINANCIAL STATEMENTS
Financial Statements of the Manager
The audited financial statements of the Manager for the fiscal years ended [December 31, 2021] and [December 31, 2022] are included in Appendix W to this Official Statement, as part of the comprehensive annual financial report of the Manager. The financial statements have been audited by [______________], California (the “[_____]”), as indicated in its report appearing therein. [The Manager has requested, and [_____] has given, [_____]’s consent to the inclusion in Appendix W of its report on such financial statements.] In addition, [_____] has not performed any post-audit review of the financial condition of the Manager and has not reviewed this Official Statement.

INDEPENDENT AUDITORS
Financial Statements of the Manager
The financial statements of the Manager for the fiscal years ended [December 31, 2021] and [December 31, 2022] included in Appendix W of this Official Statement have been audited by [_____] as stated in their report appearing therein. [[_____] has not been engaged to perform and has not performed, since the date of its report included in Appendix W, any procedures on the financial statements addressed in that report.]

CONTINUING DISCLOSURE
Each of the Authority, the City and the Manager has covenanted for the benefit of the Owners of the Series 2023[●] Bonds to provide annually certain financial information and operating data relating to the Series 2023[●] Bonds, the Authority, the City, the Manager, the Arena and the Project, as applicable (the “Annual Report”) and, in a timely manner, notice of certain events. For a complete listing of items of information which will be provided in the Annual Report and notices of enumerated events, see APPENDIX P — “FORM OF CONTINUING DISCLOSURE AGREEMENT”. Such information is to be provided by the Authority, the City and the Manager not later than six (6) months after the end of the City’s fiscal year (which currently would be June 30), commencing with the report for Fiscal Year 2022-23.

Pursuant to the Continuing Disclosure Agreement, the Annual Report will be filed by City through the Electronic Municipal Market Access (EMMA) website of the MSRB, or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to S.E.C. Rule 15c2- 12(b)(5) promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”). These covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).
78 The Authority, the City and the Manager have each adopted disclosure policies and procedures in an effort to formalize its disclosure practices and implement additional procedures to timely file complete annual reports and event notices in the future.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Official Statement and the Appendices hereto constitute “forward-looking statements”. Such statements are generally identifiable by the terminology used such as “may”, “will”, “should”, “expects”, “project”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “illustrate”, “example”, “budget”, “outlook” or other similar words. Forward-looking statements in this Official Statement are subject to risks and uncertainties, which could cause actual results to differ materially from those contemplated in such forward- looking statements.

The achievement of any results or the realization of other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The risk factors described throughout this Official Statement could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements of the Manager made by or on behalf of the Manager, and investors, therefore, should not place undue reliance on any such forward-looking statements.

All forward-looking statements included herein are based on information available to the Authority, the City and the Manager on the date of this Official Statement. Neither the Authority, the City nor the Manager assumes any obligation to update or otherwise revise any projections, forecasts, estimates or any other forward-looking statements, including any revisions to reflect changes in conditions or circumstances arising after the date of this Official Statement, or to reflect the occurrence of unanticipated events. New factors may emerge from time to time and it is not possible for the Manager to predict all of such factors.

Further, the Manager cannot assess the impact such factors may have on the business of the Arena or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

MISCELLANEOUS
References are made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive and reference is made to such documents and reports for full and complete statements of the contents thereof. Copies of the Indenture, the Lease Agreement, the Ground Lease and other documents referred to herein are available, upon request, and upon payment to the City of a charge for copying, mailing and handling, from the City Clerk at the City of Anaheim, 200 South Anaheim Boulevard, Anaheim, CA 92805.

Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Authority or the City and the purchasers or Owners of any of the Series 2023[●] Bonds.
[Remainder of page intentionally left blank.]
79 The execution and delivery of this Official Statement have been duly authorized by the Authority and the City.

ANAHEIM PUBLIC FINANCING

AUTHORITY
By: /s/ Deborah A. Moreno
Executive Director

CITY OF ANAHEIM
By: /s/ James Vanderpool
City Manager
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APPENDIX A

GENERAL DEMOGRAPHIC INFORMATION REGARDING

THE CITY OF ANAHEIM
Information contained in this Appendix A is presented as general background data. The Series 2023[●] Bonds are payable solely from Base Rental Payments to be made by the City of Anaheim. The County of Orange and the State of California have no obligation to make any payments with respect to the Series 2023[●] Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein for a description of the security for the Series 2023[●] Bonds. Further, the information in this Appendix A is obtained from publicly available sources which do not yet provide current information in many cases to reflect the adverse impact of the Pandemic, particularly with respect to employment and taxable transactions. See “RISK FACTORS AND INVESTMENT CONSIDERATIONS – Infectious Disease Outbreak – COVID-19; Future Pandemics” in this Official Statement for additional information.

General
The City was founded and incorporated in 1857. No change in organization took place until June 1964, when the local voters approved a City Charter (the “Charter”). In 2014, Charter amendments were approved to change the City’s election of City Council members from at-large voting to “by-district” voting and increase the number of City Council members from four to six (plus the Mayor). The Mayor and the other six City Council members are elected to four year terms in alternate slates every two years.

The Mayor presides over meetings of the City Council and has one vote.

City authorized full time positions numbered 1,946 as of June 30, 2020, of whom 591 were assigned to the Police Department and 276 to the Fire Department, 236 to public works and 352 to public utilities.

The City is assigned a Class Two fire insurance rating by Insurance Services Office, Inc.

The City covers 50 square miles and is located in the northern portion of Orange County, about 28 miles southeast of downtown Los Angeles and about 90 miles north of San Diego. The City lies on a coastal plain which is bordered by the Pacific Ocean on the west and the Santa Ana Mountains on the east.

The City is in the center of an area with 21.1 million people which is comprised of Orange, San Diego, Los Angeles, Riverside and San Bernardino counties. Major freeways in and through the City provide convenient access for industries to labor markets and recreation and commerce to consumers of an even broader area. The Santa Ana Freeway (Interstate 5) connecting Los Angeles and San Diego, is the main artery traversing the City and connects, in or near the City, with the Artesia/Riverside (State Route 91), the Garden Grove (State Route 22), the Orange (State Route 57), and the Costa Mesa (State Route 55) freeways.

Population
The City land area remained at 3.7 square miles from 1900 through 1940. From 1940 to 2014, that area increased to 50.8 square miles. The City’s population grew from 14,556 in 1950 to 353,468 in 2021.

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The City is California’s tenth most populous city. The following chart includes the growth in the population of the City since 2005 as well as the growth in the population of Orange County.

City of Anaheim and Orange County Population
Calendar Year
Year(1)
City of Anaheim
Population
Orange County
Population
1970 166,408 1,421,233
1980 217,400 1,919,400
1990 264,500 2,398,400
2000 325,906 2,831,799
2005 331,458 2,956,847
2006 329,373 2,956,334
2007 329,780 2,960,659
2008 330,659 2,974,321
2009 332,120 2,990,805
2010 336,265 3,010,232
2011 342,035 3,037,205
2012 346,112 3,072,381
2013 350,103 3,103,018
2014 351,011 3,122,962
2015 352,807 3,144,663
2016 353,284 3,160,401
2017 355,719 3,180,125
2018 356,147 3,186,254
2019 356,618 3,185,378
2020 357,059 3,180,491
2021 344,604 3,169,542
2022 341,245 3,162,245
____________________
(1) All data as of January 1, other than 2010 data which is as of the April 1, 2010 Census Benchmark.

Sources: California Department of Finance.

Source: 1970-2000 data from US Census Bureau; 2010-2020 and 2021-22 data from State of California Department of Finance.

Tourism and Community and Recreational Facilities
Tourism is a major industry in the City. Much of that industry is centered around the Anaheim Resort Area, a 2.2 square mile area that consists of, among other things, The Disneyland Resort, the Anaheim Convention Center, and a majority of the City’s approximately 20,000 hotel and motel rooms.

Four class-leading hotels surround the Anaheim Convention Center with over 3,700 guest rooms within walking distance. Overall, the City has over 150 lodging establishments and 600 restaurants in a broad range of styles, ethnicities and price ranges.

There have been ongoing expansions and development activity in the Anaheim Resort and Platinum Triangle areas, as well as innovative capital projects to link visitors to the entertainment centers. Recent improvements include the following: in 2012, Disney’s California Adventure completed a $1.1 billion expansion and opened its Cars Land attraction; in early 2013, the Anaheim Convention Center opened the Grand Plaza, an outdoor venue offering 100,000 square-feet of event space and the sixth major enhancement to the Anaheim Convention Center; as part of its 20th anniversary celebration in October 2013, Honda A-3
Center opened its doors to the outdoor Grand Terrace entertainment venue, adding 15,000 square-foot of entertainment space; in August 2014, the Anaheim Convention Center completed a solar project, which was then the largest solar photovoltaic array placed on a publicly owned/publicly managed convention center in the nation and is designed to produce enough energy to create 3.6 million kilowatt hours of electricity on an annual basis which is equivalent to producing electricity for 600 residential homes; in 2019, Disney opened its Star Wars Land, a 14-acre expansion in Disneyland and in June 2021 Disney opened its Avengers Campus at California Adventure.

Currently in planning and pre-development at Disneyland is a multiyear public planning effort with the City to update existing development approvals that will allow Disney to meaningfully invest in the City for years to come and meet the future demands in entertainment.

Among other projects, Disney plans to significantly invest in transportation, parking, transit and pedestrian safety measures to improve mobility throughout the Anaheim Resort. In the future, Disney envisions creating a new parking destination on the east side of the Anaheim Resort, which would include a pedestrian bridge with upgraded entrance accessibility for hotels and businesses located along Harbor Boulevard. In addition, Disney will continue to work with area businesses and the city to invest in and encourage the use of public transit and ride-sharing for Disney cast and guests.

The Anaheim Convention Center provides over one million square feet of exhibit space and 590,000 square feet of meeting and ballroom space and continues to be a sought-after meeting, event and entertainment destination. The Anaheim Convention Center is currently the largest convention center on the West Coast, and hosts large annual events that have included NAMM, Natural Products, Medical Design Wondercon, D23 and Blizzcon, as well as a multitude of trade shows, educational events, consumer shows and conventions. In 2012, the Anaheim Convention Center was the recipient of the 2012 Venue Excellence award for convention centers, presented by the International Association of Venue Managers, an organization recognized as the world-wide leader in the venue management industry. In 2016, the Anaheim Convention Center was awarded LEED Gold certification, a designation for sustainable-rated buildings.

In January 2013, the Anaheim Convention Center dedicated the opening of the Grand Plaza, a 100,000 square foot pedestrian plaza that includes a 45 foot lighted entry monument, more than 80,000 square feet of colored concrete and pavers, 153 palm trees, 60 citrus trees, and three signature water features with a river of lights connecting the Mountain Fountain and flowing through the Anaheim fountain and continuing to the Ocean fountain.

The $190 million expansion in 2017, ACC North, added 200,000 square feet of space with a 100,000 square foot carpeted column-free multi-purpose space featuring north-facing windows and movable airwalls for a variety of meeting room layout options Orange County is a major tourist center of Southern California, attracting over 47 million annual visitors. Forty-two miles of shorelines with more than twenty publicly maintained beach areas provide year-round aquatic activities.

In the City, there are two 18-hole golf courses, 57 city parks, a nature center, and community centers that include senior citizen centers.

Recreational and amusement facilities in the City include Disneyland, Disney’s California Adventure, Downtown Disney, Anaheim GardenWalk, House of Blues-Anaheim, the Anaheim Convention Center, the Angel Stadium, the Arena, and the City National Grove of Anaheim. Within one hour’s drive from the City are Knott’s Berry Farm in the adjacent City of Buena Park, the Los Alamitos Race Course, the renowned Spanish Mission of San Juan Capistrano, and the Art Colony at Laguna Beach, which A-4
sponsors an annual art festival, and numerous cultural events and attractions in Los Angeles. The Newport Harbor area, a few miles south of the City, provides anchorage facilities for approximately 4,600 private boats. Boat launching ramps, deep sea fishing, scuba-diving, and other aquatic activities are readily accessible. Within a two-hour drive are numerous summer and winter resort areas in the San Bernardino and San Jacinto mountains.

Other Anaheim facilities include Angel Stadium, the Honda Center, City National Grove of Anaheim, Anaheim Regional Transportation Intermodal Center (the “ARTIC”), the Muzeo Museum and Cultural Center, a main public library, six branch libraries and a bookmobile. The MUZEO museum and cultural arts center, Anaheim Ice, the practice rink for National Hockey League’s Anaheim Ducks, and the American Sports Center, the largest indoor sports complex in the world, are also located in the City.

City Enterprise Operations
The City provides, at cost to consumers and residents, water, refuse collection, recycling, electric, wastewater and stormwater services. A portion of the revenues from these enterprises is annually paid to the City’s General Fund for various administrative support services provided to the enterprises. Additional enterprise operations include the Convention Center Enterprise, Golf Enterprise, Sanitation Enterprise, Stadium Enterprise, Utilities Enterprise and ARTIC Management Enterprise. These are substantially self- supporting funds.

Building Activity
In 2020, the City issued 3,011 building permits with a total valuation of approximately $208.85 million. The table below provides information on City building permits for the five calendar years ending 2020.

City of Anaheim
Building Activities
Calendar Year
2016 2017 2018 2019 2020
Total Valuation (thousands) $698,585 $548,846 $710,918 $466,015 $208,845 Total Permits Issued 3,286 3,157 3,019 3,341 3,011
New Construction:

Residential (thousands) $204,052 $121,579 $116,014 $142,546 $ 95,701 Permits 147 79 141 108 108
Non-Residential (thousands) $284,771 $153,428 $322,629 $ 75,075 $ 24,395 Permits 44 43 46 58 36
Additions and Alterations:

Residential (thousands) $ 33,389 $ 40,559 $ 36,752 $ 41,613 $ 40,718 Permits 2,027 2,024 1,848 2,080 2,031
Other (thousands) $176,373 $233,280 $235,523 $206,781 $120,031 Permits 1,068 1,011 984 1,095 836
New Dwelling Units:

Total Residential Units 1,295 753 476 684 460
Source: City of Anaheim Planning Department, Building Division.

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Employment
Employment in the City decreased from about 162,700 in 2017 to about 156,100 in 2021 and in Orange County decreased from about 1,549,000 in 2017 to about 1,461,200 in 2021. The Orange County unemployment rate was lower than that in the State in each of the past five years. The mobile resident labor force of Orange County is employed not only in the County but also in adjacent counties, such as Los Angeles, San Bernardino and Riverside.

City of Anaheim
Employment, Unemployment and Labor Force(1)
Calendar Year Averages: 2017-2021
2017 2018 2019 2020 2021
Employment 165,700 165,700 165,700 151,800 156,100
Unemployment 6,500 5,400 5,200 18,100 11,600
Civilian Labor Force 170,200 171,100 170,900 169,900 167,700 Unemployment Rate 3.8% 3.1% 3.0% 10.6% 6.9%
State Unemployment Rate 4.8% 4.3% 4.1% 10.2% 7.3%
(1) Data not seasonally adjusted.

Source: State of California, Employment Development Department.

Orange County
Employment, Unemployment and Labor Force(1)
Calendar Year Averages: 2017-2021
2017 2018 2019 2020 2021
Employment 1,549,000 1,567,700 1,570,000 1,420,700 1,461,200 Unemployment 56,800 48,100 45,900 140,800 92,700
Civilian Labor Force 1,605,800 1,615,900 1,616,000 1,561,300 1,553,900 Unemployment Rate 3.5% 3.0% 2.8% 9.0% 6.0%
State Unemployment Rate 4.8% 4.3% 4.1% 10.2% 7.3%
(1) Data not seasonally adjusted.

Source: State of California, Employment Development Department.

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Industry and Employment
The principal employers within the City boundaries and the number of persons employed by each organization are shown below:

City of Anaheim Principal Employers
As of June 30, 2021
Company Number of Employees
Disneyland Resort 19,000
Kaiser Permanente 4,194
L-3 Communications 1,234
Anaheim Regional Medical Center 1,200
Northgate Gonzalez Supermarkets 1,079
Makar Anaheim, LLC (Hilton Anaheim) 1,000
West Anaheim Medical Center 865
Angels Baseball 824
Carrington Mortgage Services, LLC 800
St. Joseph Health 800
Total jobs provided by principal employers 30,996
Principal Employers As Percent Of Total Jobs 22.33%
Source: City of Anaheim Annual Comprehensive Annual Financial Report for Fiscal Year 2020-21.

The following chart provides a comparison, for the years indicated, of the average annual unemployment rates in the City of Anaheim, the City of Los Angeles, the County of Orange, the State of California and the United States.

Annual Average
Unemployment Rates
For Years 2010 through 2021
Year
City of
Anaheim
City of
Los Angeles
County of
Orange
State of
California United States
2010 12.5 13.3 10.0 12.5 9.6
2011 11.6 12.9 9.3 11.9 8.9
2012 10.1 11.6 8.0 10.5 8.1
2013 8.4 10.3 6.7 9.0 7.4
2014 7.0 8.7 5.6 7.6 6.2
2015 5.7 7.1 4.5 6.3 5.3
2016 4.3 5.3 4.1 5.5 4.9
2017 3.8 4.8 3.5 4.8 4.4
2018 3.1 4.6 3.0 4.3 3.9
2019 3.0 4.4 2.8 4.1 3.7
2020 10.6 12.4 9.0 10.2 8.1
2021 6.9 8.9 6.0 7.3 5.3
Source: State of California, Employment Development Department, Labor Market Information Division and U.S. Department of Labor, Bureau of Labor Statistics.

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Per Capita Income
The following table summarizes per capita personal income for the Los Angeles-Long Beach- Anaheim Statistical Area, California and the United States for the years 2010 through 2021:

Year
Los Angeles-
Long Beach
Statistical Area
Anaheim – Santa
Ana – Irvine
Metropolitan
Division California United States
2010 $41,176 $49,606 $40,683 $43,246
2011 43,280 51,101 42,747 45,557
2012 45,756 54,885 44,548 48,121
2013 45,568 54,285 44,798 48,502
2014 47,902 56,457 46,887 51,266
2015 50,778 60,369 48,725 54,546
2016 52,387 62,319 49,613 56,560
2017 54,010 64,601 51,573 58,813
2018 56,062 67,044 53,817 61,509
2019 58,738 69,951 55,724 64,333
2020 63,560 74,618 59,147 69,958
2021 n/a n/a 63,444 76,386
Source: U.S. Department of Commerce, Bureau of Economic Analysis.

Education
The City is served by three non-traditional public schools, eleven public high schools, seven public junior high schools and forty-six public elementary schools. Almost all of the City lies within eight districts:
the Anaheim, Centralia, Magnolia, and Savanna Elementary School Districts, the Anaheim Union High School District, the Orange Unified and Placentia-Yorba Linda Unified School Districts, and the North Orange County Community College District.

There are a number of institutions of higher learning located in the City, including Bethesda University of California, Bristol University, California University of Management and Sciences, South Baylo University, Southern California Institute of Technology and West Coast University. Other institutions in Orange County, including the University of California, Irvine, California State University, Fullerton, Chapman University, Cypress College, Fullerton College, and a number of public community colleges.

Capital Improvements
The City have several projects pending under its Capital Improvement Program (CIP) in the near term. Expenditures are funded by a variety of sources and accounted for in a variety of funds including, but not limited to Capital Projects Funds and Enterprise Funds. The CIP includes five years of projected capital needs. The first year of the program is the capital budget for which project money has been authorized. The remaining four years of the CIP will serve as a financial plan for ongoing capital investments. The financial plan will be reviewed each year as the CIP is updated and prepared. Approval of the five-year capital plan does not constitute approval of individual projects. As they move forward in the development process, projects are brought before City Council for final approval and award of the contract. Until a contract is awarded, projects may change in scope or be reprioritized based on current circumstances.

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Significant improvements are planned for the City’s parks, community centers, neighborhood infrastructure, streets and roads and various community facilities. In the area of recreation, parks, and libraries, the Fiscal Year 2022-23 CIP includes projects to rehabilitate critical park infrastructure as well as planning for new play spaces and amenities that would enhance existing community areas. The City’s General Fund has no significant CIP expenditures budgeted.

Public Transportation
The ARTIC is the County’s central transportation hub. ARTIC accommodates 10 modes of transportation, including Amtrak, Metrolink, public and charter bus services, taxi service, carpooling and service for bicyclists utilizing the adjacent Santa Ana River Trail. ARTIC is designed to accommodate future modes of transportation and is situated along the LOSSAN corridor (Los Angeles-San Diego), which is the second most traveled rail corridor in the country.

Currently, Amtrak rail passenger service is available through a station situated near Angel Stadium of Anaheim (the “Stadium”). Four other railroads, the UPSP Railroad, the Santa Fe, the Burlington Northern Santa Fe, and the Metrolink Commuter Service, and numerous truck carriers in Southern California also provide passenger and/or freight services.

Daily bus service for residents and the 20 million tourists and conventioneers who visit Orange County and the City annually is provided by various lines including the Orange County Transportation Authority, Metropolitan Transportation Authority, Greyhound Lines and Valen Transportation Services.

The major airports in the area include John Wayne (14 miles southwest), LA/Ontario International (20 miles northeast), Los Angeles International (30 miles northwest) and Long Beach (14 miles west).

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APPENDIX B

BOOK-ENTRY-ONLY SYSTEM
The description that follows of the procedures and recordkeeping with respect to beneficial ownership interests in the Series 2023[●] Bonds, payment of principal of and interest on Bonds to Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in the Series 2023[●] Bonds, and other Bonds-related transactions by and between DTC, Participants and Beneficial Owners, is based on information furnished by DTC which the City and the Authority each believes to be reliable, but the City and the Authority take no responsibility for the completeness or accuracy thereof.

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Series 2023[●] Bonds. The Series 2023[●] Bonds will be authenticated and issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate for each maturity of the Series 2023[●] Bonds will be authenticated and issued for the Series 2023[●] Bonds in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies.

DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information on such website is not incorporated herein by such reference or otherwise.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2023[●] Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase.

Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2023[●] Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Series 2023[●] Bonds is discontinued.

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To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2023[●] Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2023[●] Bonds, such as prepayments, tenders, defaults, and proposed amendments to the Indenture, the Lease Agreement, and the Ground Lease. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Series 2023[●] Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Prepayment notices shall be sent to DTC. If less than all of the Series 2023[●] Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date.

The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Prepayment proceeds, distributions, and dividend payments on the Series 2023[●] Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.

DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of prepayment proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Series 2023[●] Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, certificates are required to be printed and delivered.

The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered to DTC.

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APPENDIX C

CERTAIN DEFINITIONS
The following terms, as used generally in this Official Statement, have the respective meanings provided below. These summary definitions do not purport to be complete or definitive and are qualified in their entirety by reference to [the Master Glossary] / [the Financing Documents]. “Accounts Agreement” means the Accounts Agreement, dated as of ___________, 2023, by and among the Authority, the City, the Manager, the Trustee, and the Accounts Bank. “Accounts Bank” means Pacific Premier Bank, a California state-chartered banking corporation, and each other Accounts Bank (if any) appointed pursuant to the terms of the Accounts Agreement. “Account Collateral” means all of the right, title and interest of the City which it now possesses or may hereafter obtain, in, to and under, inter alia, each of the Pledged Accounts held by the Manager at the Accounts Bank, including, in each case, (a) all Net Revenues and all other monies, investments and other instruments held in such Pledged Accounts, (b) all other funds of the City held by the Manager at the Accounts Bank under the Accounts Agreement, if any, and (c) all of the proceeds of the foregoing; provided that Account Collateral excludes (i) Advance Deposits and such Advance Deposits will be deposited in the Advance Deposits Account in accordance with Section 4.4 of the Accounts Agreement, and (ii) Third Party Funds and such Third Party Funds will be deposited in one or more Third Party Funds Accounts in accordance with Section 4.5 of the Accounts Agreement.
“Additional Project Property” means the real property described under the heading “Additional Project Property” in Exhibit A (Description of the Property) to the Lease Agreement and any improvements now or hereafter located thereon, as such real property description may be amended or modified (including any substitution or release of property as part of the Additional Project Property in accordance with Section

7.01 (Substitution or Release of Additional Project Property) of the Ground Lease and Section 9.03 (Substitution or Release of Additional Project Property) of the Lease Agreement). “Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 (Additional Rental Payments) of the Lease Agreement. “Arena Property” means the Land and any improvements now or hereafter located thereon. “Base Rental Payments” means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.01 (Base Rental Payments) of the Lease Agreement. “Bonds” means the Series 2023[●] Bonds, the Series 2023[●] Bonds and any Additional Bonds issued under the Indenture.
“Collateral Documents” means, collectively, (a) the Indenture (including any Supplemental Indenture thereto), (b) the Assignment Agreement, (c) the Accounts Agreement, (d) the Lease Agreement, (e) the Security Agreement, (f) the Consents to Collateral Assignment, (g) the Non-Relocation Agreement, (h) the Recognition and Acknowledgment Agreement, [(i) the Landlord Estoppel Certificate (Site Lease),] [(j) the Landlord Estoppel Certificate (Ground Lease),] [(k) the Landlord Estoppel Certificate (Lease Agreement),] and (l) all other instruments, documents and agreements (including any deposit account C-2
control agreements, blocked account control agreements or securities account control agreements, as applicable) delivered pursuant to any of the Financing Documents. “Construction Disbursement Agreement” means the Construction Disbursement Agreement dated as of __________, 2023, by and among the Manager, the Construction Monitor, the Trustee [and JPMorgan Chase Bank, National Association, in its capacity as the Purchasers’ Representative]. “Covenant Agreement” means the Covenant Agreement, dated as of __________, 2023, by and between the Manager and the Trustee.
“Debt Service Loans” means an unsecured loan made by the Manager, its Affiliates or a third party lending institution, the proceeds of which are used to pay Debt Service, provided that any such loan made by the Manager or an Affiliate shall not bear interest at an annual rate in excess of Prime plus one percent (1%).
“Development Agreement” means the Development Agreement No. __, dated ____________, 2023, between the City and Anaheim Real Estate Partners, LLC (an Affiliate of the Manager). “Financing Documents” means, collectively, the Series 2023[●] Purchase Contract, the Series 2023[●] Bond Purchase Agreement, the Series 2023[●] Bonds, the Series 2023[●] Bonds, the Collateral Documents, the Construction Disbursement Agreement, the Site Lease, the Ground Lease, the Management Agreement, the Covenant Agreement, the NHL Team Agreement, and all certificates and other documents related thereto or executed in connection therewith.
“Gross Revenues” means, collectively, on a cash basis, for any period, any and all payments, fees and deposits of every nature received by the Manager or the City (including, except as expressly set forth to the contrary in the Management Agreement, from any revenue streams not presently contemplated by the Management Agreement) for use of the Arena or services at or in respect of rights granted by the Manager or the City, including revenues derived under the Food and Beverage Concessions Contract or the provision of Food and Beverage Services by the Manager (including as a result of the sale of beer, wine and spirits if permissible under applicable law); Advance Deposits if and when deposited into the Operating Account in accordance with Section 5.1(b) of the Management Agreement; amounts transferred to the Operating Account pursuant to Section 5.1 of the Management Agreement or from the Third Party Funds Account pursuant to Section 5.1(b)(ii) of the Management Agreement; District Sign Revenues (subject to the District Sign Agreement and only if not included in Severable Improvement Revenues and only until such time as the Secured Obligations are repaid in full); NHL Team Supplemental Revenues (subject to the NHL Team Agreement and if not included in Severable Improvement Revenues); District Sponsorship Revenues (but only if not included in Severable Improvement Revenues and only until such time as the Secured Obligations are repaid in full); promotion revenues; rent; advertising revenues; ticket agent rebates; signage revenues (including the Marquee Replacement Sign Revenue); payments (if any) from the Insurance and Condemnation Account to the Operating Account; Severable Improvement Revenues; parking fees or revenues of any kind and however described; facility fees or taxes of any kind (except, in the case of both parking fees and facility fees, if and to the extent classified as Severable Improvement Revenues); ticket fees or taxes of any kind; vendor refunds; membership fees; sponsorship, licensing fees premium seating fees, proceeds from the sale of programs, novelties; proceeds of insurance policies (other than amounts received following casualty or destruction, if any); amounts awarded in connection with a Temporary Taking (net of costs to obtain the award); all funds received from any other source in connection with events held at the Arena including rebates or rights fees paid by third parties to the extent attributable to operations at the Arena directly or indirectly and allocated in a manner which equitably compensates the Arena for its proportionate contribution to such rebates or rights fees; and all funds expressly identified in the Management Agreement as Gross Revenues; but specifically excluding (i) amounts properly held or to C-3
be deposited in the Third Party Funds Account; (ii) amounts properly paid to third parties from the Third Party Funds Account in accordance with Section 5.1(b)(ii) of the Management Agreement; (iii) proceeds of Operating Loans, Debt Service Loans and Other Debt; (iv) Severable Improvement Revenues; and (v) earnings on Permitted Investments.
“Ground Lease” means the Ground Lease, dated as of __________, 2023, by and between the City, as lessor, and the Authority, as lessee.
“Insurance and Condemnation Proceeds” means: (i) the proceeds of any policy of insurance (net of cost to obtain such proceeds) maintained by the Manager pursuant to Sections 14.1(f) and (h) (Insurance) of the Management Agreement and damages or monies received by the City or the Manager as a result of the events typically insured by Sections 14.1(f) and (h) (Insurance) of the Management Agreement [and by the City pursuant to Article V (Insurance) of the Lease Agreement]; (ii) any proceeds of the title insurance policies received pursuant to Section 5.06 (Title Insurance) of the Lease Agreement; and (iii) any damages, awards or other monies received from any third party as a result of a Taking. “Land” means the approximately 5.666 acres of real property described under the heading “Land” in in Exhibit A (Description of the Property) to the Lease Agreement as such real property description may be amended or modified.
[“Landlord Estoppel Certificate (Ground Lease)” means the Landlord Estoppel Certificate (Ground Lease), dated as of ___________, 2023, by and between the City and the Trustee, relating to the Ground Lease.]
[“Landlord Estoppel Certificate (Lease Agreement)” means the Landlord Estoppel Certificate (Lease Agreement), dated as of ___________, 2023, by and between the Authority and the Trustee, relating to the Lease Agreement.]
[“Landlord Estoppel Certificate (Site Lease)” means the Landlord Estoppel Certificate (Site Lease), dated as of ___________, 2023, by and between TS Anaheim, LLC and the Trustee, relating to the Site Lease.]
“Lease Agreement” means the Lease Agreement, dated as of __________, 2023, by and between the Authority, as lessor, and the City, as lessee.
“Lease Default Event” means an event of default pursuant to and as described in Section 6.01 (Defaults and Remedies) of the Lease Agreement.
“Lease Revenues” means all Rental Payments payable by the City pursuant to the Lease Agreement, including any prepayments of Base Rental Payments, any Insurance and Condemnation Proceeds, any proceeds of title insurance policies, and any amounts received by the Authority and/or the Trustee (as its assignee) as a result of or in connection with the Authority’s or the Trustee’s pursuit of remedies under the Lease Agreement upon the occurrence of a Lease Default Event. “Management Agreement” means the Amended and Restated Facility Management Agreement, dated as of ____________, 202_, between the City and the Manager. “Manager” means Anaheim Arena Management, LLC.
“Net Revenues” means, for any period, the positive number, if any, determined by computing Gross Revenues for such period minus Operating Expenses for such period.

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“NHL Team Agreement” means the amended and restated letter agreement, dated as of July 1, 2021, by and between the Manager and TeamCo.
“Non-Relocation Agreement” means the Non-Relocation Agreement, dated as of ____________, 2023, by and between TeamCo and the Trustee.
“Operating Expenses” means collectively, on an accrual basis, for any period, all expenses of equipment leasing, licensing, operating, maintaining, repairing and replacing portions of the Arena, the Marquee Replacement Signs and the Parking Areas (if applicable), including (but not limited to) utilities, costs of insurance, wages of employees of the Arena and related payroll expense and all costs of entering into service and other contracts as contemplated by the Management Agreement; costs of materials and supplies; talent expense; advertising and promotional cost and other direct expenses; amounts actually paid to or held back by the operator under the Food and Beverage Concessions Contract (if included in Net Revenues); amounts paid to vendors from Severable Improvement Revenues; without duplication, payments made during such period, or deposits made during such period to the Reserve Account as reasonable Reserves, for Maintenance and Repairs; costs of maintaining any letters of credit in favor of Lenders; costs of thirty party claims relating to use and operation of the Arena and not covered by insurance; amounts paid over from the Operating Account to the Insurance and Condemnation Account, if any; all charges, assessments, fees and taxes which may now or at any future time be imposed by any governmental body having jurisdiction on the uses and operation of the Arena or the Parking Areas provided for in the Management Agreement or on the City’s interest in the Arena or the Parking Areas (including any possessory interest of Manager under the Management Agreement); legal and other professional fees incurred in the ordinary course of operation of the Arena not specifically excluded below Capital Expenditures (except as otherwise provided above in this definition of “Operating Expenses”); amounts paid out from the Third Party Funds Account; but specifically excluding (i) legal fees of either Party in connection with negotiation, documentation, interpretation or enforcement of the Management Agreement, indirect costs or overhead of the Manager or the City (in particular, any salary allocation of management of an Affiliate of Manager, and legal, accounting, and human resources expenses of an Affiliate of Manager shall not be allocated to the Arena, except as otherwise permitted pursuant to the Management Agreement), (ii) depreciation and/or amortization, and (iii) taxes assessed against Manager or any Affiliate of Manager other than as specifically described in the Management Agreement. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
“Pledged Accounts” means all of the accounts established pursuant to Section 2.3(a) (Creation of Pledged Accounts) of the Accounts Agreement but excluding any Advance Deposits Account and Third Party Funds Account.
“Property” means collectively, the Arena Property and the Additional Project Property. “Recognition and Acknowledgment Agreement” means the Recognition and Acknowledgment Agreement, dated as of ___________, 2023, from the City, as acknowledged and agreed to by the Trustee and the Manager, relating to the Management Agreement.
“Secured Obligations” means, collectively, all obligations of every nature of the Authority, the City, the Manager and TeamCo, from time to time owed to the Bondholders or the Trustee under the Indenture or any other Financing Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to the Authority, the City, the Manager and/or TeamCo, would have accrued on any Secured Obligation, whether or not a claim is allowed against the Authority, the City, the Manager and/or TeamCo for such interest in the related bankruptcy C-5
proceeding), any make-whole amount and break funding costs, if any, with respect to any Bonds, fees, indemnification and reimbursement payments, costs and expenses (including all reasonable, out-of- pocket fees and expenses of counsel to the Bondholders incurred pursuant to the Indenture or any other Financing Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising under the Indenture or any other Financing Document. “Security Agreement” means the Pledge and Security Agreement, dated as of ____________, 2023, by and between the Manager and the Trustee.
“Site Lease” means the Site Lease, dated as of __________, 2023, by and between TS Anaheim, LLC, as landlord, and the City, as tenant, relating to the Additional Project Property. “_______ Supplemental Indenture” means the ________ Supplemental Indenture, dated as of _________ 1, 2023, by and among the Authority, the City and the Trustee relating to the Series 2023[●] Bonds.
“_______ Supplemental Indenture” means the ________ Supplemental Indenture, dated as of _________ 1, 2023, by and among the Authority, the City and the Trustee relating to the Series 2023[●] Bonds.
“Team” means Anaheim Ducks.
“TeamCo” means Anaheim Ducks Hockey Club, LLC.
“Third Party Funds” means funds required to be paid to a third party that are deposited with the Manager pending disbursement of such funds to such third party, including, without limitation, the portion of prepaid tickets and parking charges due to such third party under the applicable governing agreement.
“Third Party Funds Account” has the meaning assigned to such term in Section 4.10 (Third Party Funds Accounts) of the Accounts Agreement.

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APPENDIX D

SUMMARY OF THE MASTER INDENTURE AND
THE ________ SUPPLEMENTAL INDENTURE
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APPENDIX E

SUMMARY OF THE ASSIGNMENT AGREEMENT
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APPENDIX F

SUMMARY OF THE GROUND LEASE
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APPENDIX G

SUMMARY OF THE LEASE AGREEMENT
H-1

APPENDIX H

SUMMARY OF THE ACCOUNTS AGREEMENT
I-1

APPENDIX I

SUMMARY OF THE MANAGEMENT AGREEMENT
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APPENDIX J

SUMMARY OF THE COVENANT AGREEMENT
K-1

APPENDIX K

SUMMARY OF THE SECURITY AGREEMENT
L-1

APPENDIX L

SUMMARY OF THE RECOGNITION AND ACKNOWLEDGMENT AGREEMENT M-1

APPENDIX M

SUMMARY OF THE NHL TEAM AGREEMENT
N-1

APPENDIX N

SUMMARY OF THE NON-RELOCATION AGREEMENT
O-1

APPENDIX O

SUMMARY OF THE NAMING RIGHTS AGREEMENT
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APPENDIX P

FORM OF CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”), dated as of [__________], 2023, is by and among ANAHEIM PUBLIC FINANCING AUTHORITY (the “Authority”), CITY OF ANAHEIM, a municipal corporation and chartered city organized and existing under and by virtue of its charter and the laws of the State of California (the “City”), ANAHEIM ARENA MANAGEMENT, LLC, a limited liability company organized and existing under the laws of the State of California (the “Manager,” and together with the Authority and the City, the “Disclosure Parties”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (“U.S. Bank”), in its capacity as Trustee (the “Trustee”) and in its capacity as Dissemination Agent (the “Dissemination Agent”).

W I T N E S S E T H :

WHEREAS, pursuant to the Master Indenture, as supplemented by the ______ Supplemental Indenture, each dated as of [_______ 1], 2023 (as supplemented by the ______ Supplemental Indenture, the “Indenture”), by and among the Authority, the City and the Trustee, the Authority has issued $[_________] aggregate principal amount of its Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] (the “Series 2023[●] Bonds”); WHEREAS, the Series 2023[●] Bonds are payable from the base rental payments to be made by the City pursuant to the Lease Agreement, dated as of [_______], 2023, by and between the City, as lessee, and the Authority, as lessor; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the Authority, the City, the Manager, the Trustee and the Dissemination Agent for the benefit of the Owners and Beneficial Owners of the Series 2023[●] Bonds and in order to assist the underwriter of the Series 2023[●] Bonds in complying with Securities and Exchange Commission Rule 15c2-12(b)(5); NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Disclosure Agreement have the meanings herein specified. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture. “Annual Report” means any Annual Report provided by the Manager pursuant to, and as described in, Sections 2 and 3 hereof.
“Annual Report Date” means the date in each year that is the last day of the sixth month after the end of the City’s Fiscal Year, which date, as of the date of this Disclosure Agreement, is December 31. “Authority” means the Anaheim Public Financing Authority, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State, and any successor thereto. “City” means the City of Anaheim, a municipal corporation and chartered city organized and existing under and by virtue of its charter and the laws of the State, and its successors.

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“Dissemination Agent” means U.S. Bank, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the City and which has filed with the Trustee and the then existing Dissemination Agent a written acceptance of such designation. “Financial Obligation” means (a) a debt obligation of the Disclosure Party, (b) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation of the Disclosure Party, or (c) a guarantee of (i) a debt obligation of the Disclosure Party, or (ii) a derivative instrument described in clause (b), above; provided, however, that the term “Financial Obligation” shall not include “municipal securities” (as such term is defined in the Securities Exchange Act of 1934, as amended) as to which a “final official statement” (as such term is defined in the Rule) has been provided to the MSRB consistent with the Rule. “Indenture” means the Master Indenture, as supplemented by the ______ Supplemental Indenture, each dated as of [_______ 1], 2023, by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee, as originally executed and as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms. “Listed Events” means any of the events listed in subsection (a) or subsection (b) of Section 4 hereof.
“Manager” means Anaheim Arena Management, LLC, a limited liability company organized and existing under the laws of the State, and its successors. “MSRB” means the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org.
“Official Statement” means the Official Statement, dated [_______], 2023, relating to the Series 2023[●] Bonds.
“Participating Underwriter” means the original underwriter of the Series 2023[●] Bonds required to comply with the Rule in connection with the offering of the Series 2023[●] Bonds. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Series 2023[●] Bonds” means the Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●]. “Trustee” means U.S. Bank, acting in its capacity as Trustee under the Indenture, or any successor thereto as Trustee thereunder substituted in its place as provided therein.

Section 2. Provision of Annual Reports. (a) The Manager shall, or shall cause the Dissemination Agent to, provide to the MSRB an Annual Report that is consistent with the requirements of Section 3 hereof, not later than the Annual Report Date, commencing with the report for Fiscal Year 20______-_____. The Annual Report may include by reference other information as provided in Section 3 hereof; provided, however, that the audited financial statements of the Manager, may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of P-3
the Annual Report if they are not available by that date. If the Manager’s Fiscal Year changes, it shall, or it shall instruct the Dissemination Agent to, give notice of such change in a filing with the MSRB. (b) Not later than fifteen (15) business days prior to the date specified in subsection (a) of this Section for the providing of the Annual Report to the MSRB, the Manager shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Manager to determine if the Manager is in compliance with the first sentence of this subsection (b).
(c) If the Dissemination Agent has not received a copy of the Annual Report from the Manager by the date specified in subsection (a) of this Section, the Dissemination Agent shall, in a timely manner, send a notice to the MSRB in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall:
(i) provide each Annual Report received by it to the MSRB, as provided herein; and (ii) file a report with the Manager and the Trustee certifying that such Annual Report has been provided pursuant to this Disclosure Agreement and stating the date it was provided to the MSRB.

Section 3. Content of Annual Reports. The Manager’s Annual Report shall contain or incorporate by reference the following:
(a) Audited financial statements of the Manager for the preceding Fiscal Year, prepared in accordance with the generally accepted auditing standards for municipalities in the State of California. If the Manager’s audited financial statements are not available by the time the Annual Report is required to be provided to the MSRB pursuant to Section 2(a) hereof, the Annual Report shall contain unaudited financial statements, in a format similar to the financial statements contained in the Official Statement, and the audited financial statements shall be provided to the MSRB in the same manner as the Annual Report when such audited financial statements become available. (b) To the extent not included in the audited financial statements of the Manager, the Annual Report shall include the principal amount of Bonds Outstanding as of the December 1 next preceding the Annual Report Date.
(c) To the extent not included in the audited financial statements of the Manager, the Annual Report shall include the following items, providing financial and operating data (as of the end of the preceding Fiscal Year) substantially similar to that provided in the corresponding tables and charts in the Official Statement:
(i) [_____________];
(ii) [_____________];
(iii) Information in the Official Statement under the captions “[_______] – [_______]” and “[_______]”.

Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Manager or related public entities that have been made P-4
available to the public on the MSRB website. The Manager shall clearly identify each such other document so included by reference.

Section 4. Reporting of Significant Events. (a) Pursuant to the provisions of this Section, each Disclosure Party, as applicable, shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2023[●] Bonds in a timely manner not later than ten (10) business days after the occurrence of the event:
(i) principal and interest payment delinquencies;
(ii) unscheduled draws on debt service reserves reflecting financial difficulties; (iii) unscheduled draws on credit enhancements reflecting financial difficulties; (iv) substitution of credit or liquidity providers, or their failure to perform; (v) adverse tax opinions or issuance by the Internal Revenue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB); (vi) tender offers;
(vii) defeasances;
(viii) rating changes;
(ix) bankruptcy, insolvency, receivership or similar event of such Disclosure Party; and (x) default, event of acceleration, termination event, modification of terms or other similar events under the terms of a Financial Obligation of such Disclosure Party, any of which reflect financial difficulties.

For purposes of the event identified in paragraph (ix) of this subsection, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for such Disclosure Party in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of such Disclosure Party, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of such Disclosure Party. (b) Pursuant to the provisions of this Section, each Disclosure Party, as applicable, shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2023[●] Bonds, if material, in a timely manner not later than ten (10) business days after the occurrence of the event:
(i) unless described in paragraph (v) of subsection (a) of this Section, other notices or determinations by the Internal Revenue Service with respect to the tax status of the Series 2023[●] Bonds or other material events affecting the tax status of the Series 2023[●] Bonds; (ii) modifications to rights of holders of the Series 2023[●] Bonds; P-5
(iii) bond calls;
(iv) release, substitution, or sale of property securing repayment of the Series 2023[●] Bonds;
(v) non-payment related defaults;
(vi) the consummation of a merger, consolidation, or acquisition involving such Disclosure Party or the sale of all or substantially all of the assets of such Disclosure Party other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms;
(vii) appointment of a successor or additional Trustee or the change of name of a Trustee; and
(viii) incurrence of a Financial Obligation, or agreement to covenants, events of default, remedies, priority rights or other similar terms of a Financial Obligation, any of which affect holders of the Series 2023[●] Bonds.
(c) The Trustee shall, within one business day of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the applicable Disclosure Party and inform such Disclosure Party of the event.
(d) Whenever a Disclosure Party obtains knowledge of the occurrence of a Listed Event described in subsection (b) of this Section, such Disclosure Party shall determine if such event would be material under applicable Federal securities laws.
(e) Whenever a Disclosure Party obtains knowledge of the occurrence of a Listed Event described in subsection (a) of this Section, or determines that knowledge of a Listed Event described in subsection (b) of this Section would be material under applicable Federal securities law, such Disclosure Party shall, or shall cause the Dissemination Agent to, file a notice of the occurrence of such Listed Event with the MSRB, within ten (10) business days of such occurrence. (f) Notwithstanding the foregoing, notice of Listed Events described in paragraph (iii) of subsection (b) of this Section need not be given any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds pursuant to the Indenture.

Section 5. Format for Filings with MSRB. Any report or filing with the MSRB pursuant to this Disclosure Agreement must be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB.

Section 6. Termination of Reporting Obligation. The Disclosure Parties’ obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2023[●] Bonds. If such termination occurs prior to the final maturity of the Series 2023[●] Bonds, the Disclosure Parties shall give, or cause to be given, notice of such termination in a filing with the MSRB.

Section 7. Dissemination Agent. The Disclosure Parties may, from time to time, appoint or engage a Dissemination Agent to assist them in carrying out their respective obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a P-6
successor Dissemination Agent. The Dissemination Agent may resign by providing thirty (30) days’ written notice to the applicable Disclosure Party and the Trustee.

Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Disclosure Parties, the Trustee and the Dissemination Agent may amend this Disclosure Agreement (and the Trustee and the Dissemination Agent shall agree to any amendment so requested by the Disclosure Parties, so long as such amendment does not adversely affect the rights or materially increase the obligations of the Trustee or the Dissemination Agent), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of subsection (a) of Section 2 hereof, Section 3 hereof or subsection (a) or (b) of Section 4 hereof, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Series 2023[●] Bonds, or the type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Series 2023[●] Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver (i) is approved by Owners of the Series 2023[●] Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of Owners or Beneficial Owners of the Series 2023[●] Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Disclosure Parties shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Disclosure Parties. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements (i) notice of such change shall be given in a filing with the MSRB, and (ii) the Annual Report for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent any Disclosure Party from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice required to be filed pursuant to this Disclosure Agreement, in addition to that which is required by this Disclosure Agreement. If any Disclosure Party chooses to include any information in any Annual Report or notice in addition to that which is specifically required by this Disclosure Agreement, such Disclosure Party shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event or any other event required to be reported.

Section 10. Default. In the event of a failure of any Disclosure Party, the Trustee or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the written direction of the Participating Underwriter or the Owners of at least 25% of the aggregate principal amount of Outstanding Bonds, shall, upon receipt of indemnification reasonably satisfactory to P-7
the Trustee), or any Owner or Beneficial Owner of the Series 2023[●] Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause such Disclosure Party, the Trustee or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of any Disclosure Party, the Trustee or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.

Section 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent. [Article VIII] of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent shall be entitled to the protections and limitations from liability afforded to the Trustee thereunder. Neither the Trustee nor the Dissemination Agent shall be responsible for the form or content of any Annual Report or notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure Agreement. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. To the extent permitted by law, the Disclosure Parties severally agree to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, and which are not due to its negligence or its willful misconduct. The obligations of the Disclosure Parties under this Section shall survive resignation or removal of the Dissemination Agent and the termination of this Disclosure Agreement.

The Dissemination Agent has no power to enforce performance on the part of any Disclosure Party.

The Dissemination Agent shall not be responsible for the content of any notice or report prepared by any Disclosure Party pursuant to this Disclosure Agreement.

Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Disclosure Parties, the Trustee, the Dissemination Agent, the Participating Underwriter and the Owners and Beneficial Owners from time to time of the Series 2023[●] Bonds, and shall create no rights in any other person or entity.

Section 13. Governing Laws. This Disclosure Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 14. Electronic Signature. Each of the parties hereto agrees that the transaction consisting of this Disclosure Agreement may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Disclosure Agreement using an electronic signature, it is signing, adopting, and accepting this Disclosure Agreement and that signing this Disclosure Agreement using an electronic signature is the legal equivalent of having placed its handwritten signature on this Disclosure Agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Disclosure Agreement in a usable format.

Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written.

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ANAHEIM PUBLIC FINANCING

AUTHORITY
By:

Authorized Officer

CITY OF ANAHEIM
By:

Authorized Officer

ANAHEIM ARENA MANAGEMENT, LLC
By:

Authorized Officer
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, AS TRUSTEE
By:

Authorized Signatory
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, AS DISSEMINATION
AGENT
By:

Authorized Signatory
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EXHIBIT A

FORM OF NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Anaheim Public Financing Authority
Name of Issue: Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●] (“Series 2023[●] Bonds”)
Date of Issuance: [________], 2023
NOTICE IS HEREBY GIVEN that Anaheim Arena Management, LLC, a California limited liability company (the “Manager”) has not provided an Annual Report with respect to the above-named Series 2023[●] Bonds as required by the Continuing Disclosure Agreement, dated as of [________], 2023, by and among Anaheim Public Financing Authority, the City of Anaheim, the Manager and U.S. Bank Trust Company, National Association, in its capacity as Trustee and in its capacity as Dissemination Agent. [The Manager anticipates that such Annual Report will be filed by ____________.] Dated: _______________ U.S. Bank Trust Company, National Association, as Dissemination Agent,
on behalf of Anaheim Arena Management, LLC
cc: Anaheim Arena Management, LLC
Q-1

APPENDIX Q

PROPOSED FORM OF OPINION OF BOND COUNSEL
Upon delivery of the Series 2023[●] Bonds, Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, proposes to render its final approving opinion with respect to the Series 2023[●] Bonds in substantially the following form:
[Date of Delivery]
Anaheim Public Financing Authority
Anaheim, California
Anaheim Public Financing Authority
Taxable Lease Revenue Bonds
(Anaheim Arena Improvement Project)
2023 Series [●]
(Final Opinion)
Ladies and Gentlemen:

We have acted as bond counsel to the Anaheim Public Financing Authority (the “Authority”) in connection with the issuance by the Authority of its $[___________] 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, 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 such connection, we have reviewed the Indenture, the Ground Lease, the Lease Agreement, the Assignment Agreement [and the Accounts Agreement] (collectively referred to herein as the “Authority Documents”), opinions of counsel to the Authority, the City, the Trustee and others, certificates of the Authority, the City, the Trustee and others and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein.

The opinions 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 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. Accordingly, this letter speaks only as of its date and is not intended to, and may not, be relied upon or otherwise used in connection with any such actions, events or matters. Our engagement with respect to the Series 2023[●] Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. 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 Q-2
to verify, the accuracy of the factual matters represented, warranted or certified in the documents referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture, the Ground Lease and the Lease Agreement.

We call attention to the fact that the rights and obligations under the Series 2023[●] Bonds, the Authority Documents and their enforceability may be subject to bankruptcy, insolvency, receivership, reorganization, 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 joint powers authorities and cities 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 foregoing documents, nor do we express any opinion with respect to the state or quality of title to or interest in any real or personal property described in the Ground Lease or the Lease Agreement or as subject to the lien of the Indenture, or the accuracy or sufficiency of the descriptions contained therein of, or the remedies available to enforce liens on, any such property. Our services did not include financial or other non-legal advice. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the Series 2023[●] Bonds and express no opinion with respect thereto.

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

1. The Series 2023[●] Bonds constitute the valid and binding special obligations of the Authority, payable solely from the Account Collateral, the Lease Revenues (including the Base Rental Payments) and the other assets pledged therefor under the Indenture and the Assignment Agreement.

2. The Authority Documents have been duly executed and delivered by, and constitute valid and binding obligations of, the Authority.

3. The Authority Documents have been duly executed and delivered by, and constitute valid and binding obligations of, the City.

4. The Indenture creates a valid pledge, to secure the payment of the principal of and interest on the Series 2023[●] Bonds, of the Lease Revenues and any other amounts held by the Trustee in any fund or account established pursuant to the Indenture, subject to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein.

5. Interest on the Series 2023[●] Bonds is exempt from State of California personal income tax.

6. Except for certain exceptions, the difference between the issue price of a Series 2023[●] Bond (the first price at which a substantial amount of the Series 2023[●] Bonds of a maturity is to be sold to the public) and the stated payment price at maturity with respect to such Series 2023[●] Bond (to the extent the redemption price at maturity is greater than the issue price) constitutes original issue discount.

Original issue discount accrues under a constant yield method. The amount of original issue discount deemed received by a Series 2023[●] Bond owner will increase the Series 2023[●] Bond owner’s basis in the applicable Series 2023[●] Bond.

7. The amount by which a Series 2023[●] Bond owner’s original basis for determining gain or loss on sale or exchange of the applicable Series 2023[●] Bond (generally, the purchase price) exceeds Q-3
the amount payable on maturity (or on an earlier call date) constitutes amortizable Series 2023[●] Bond premium, which the owner of a Series 2023[●] Bond may elect to amortize under Section 171 of the Code.

Such amortizable bond premium reduces the Series 2023[●] Bond owner’s basis in the applicable Series 2023[●] Bond (and the amount of taxable interest received) for federal income tax purposes. The basis reduction as a result of the amortization of Series 2023[●] Bond premium may result in the owner of a Series 2023[●] Bond realizing a taxable gain when a Series 2023[●] Bond is sold by the owner for an amount equal to or less (under certain circumstances) than the original cost of the Series 2023[●] Bond to the owner. The owners of the Series 2023[●] Bonds that have a basis in the Series 2023[●] Bonds that is greater than the principal amount of the Series 2023[●] Bonds should consult their own tax advisors with respect to whether or not they should elect to amortize such premium under Section 171 of the Code. We express no opinion regarding other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series 2023[●] Bonds.

Faithfully yours,
R-1

APPENDIX R
[ENGINEERING REPORT] / [CONSTRUCTION MONITOR REPORT]
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APPENDIX S

INSURANCE BROKER REPORT
T-1

APPENDIX T

FINANCIAL FEASIBILITY AND MARKET STUDIES
U-1

APPENDIX U

FINANCIAL MODEL
V-1

APPENDIX V

REVENUE PROJECTIONS ANALYSIS
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APPENDIX W

AUDITED FINANCIAL STATEMENTS OF THE MANAGER FOR THE YEARS ENDED [DECEMBER 31, 2021] AND [DECEMBER 31, 2022]

Anaheim City CouncilSeptember 27, 2022

Anaheim City Council
September 27, 2022