Stradling Yocca Carlson & Rauth
Draft of 9/19/22
4891-4232-5261v10/022363-0037
_________ SUPPLEMENTAL INDENTURE
Dated as of _______ 1, 2023
by and among
ANAHEIM PUBLIC FINANCING AUTHORITY
and
CITY OF ANAHEIM
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Relating to
$________
ANAHEIM PUBLIC FINANCING AUTHORITY
TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA IMPROVEMENT PROJECT)
2023 SERIES __ (VARIABLE RATE)
i
4891-4232-5261v10/022363-0037
TABLE OF CONTENTS
Page
ARTICLE XII DEFINITIONS..............................................................................................................2 Section 12.01 Definitions .................................................................................................................2 ARTICLE XIII THE SERIES 2023__ BONDS..................................................................................12 Section 13.01 Authorization and Issuance of Series 2023__ Bonds ..............................................12 Section 13.02 Transfer of Series 2023__ Bonds ............................................................................12 Section 13.03 Payment of Principal of and Interest on the Series 2023__ Bonds .........................13 Section 13.04 Determination of Interest Rate and Interest Periods................................................13 Section 13.05 Election of Interest...................................................................................................14 Section 13.06 Alternate Rate of Interest.........................................................................................15 Section 13.07 Interest Rate Limitation ...........................................................................................17 Section 13.08 Method and Place of Payment .................................................................................18 Section 13.09 Evidence of Obligation............................................................................................18 Section 13.10 Form of Series 2023__ Bonds .................................................................................18 Section 13.11 Notice to Trustee of Purchases ................................................................................18 ARTICLE XIV APPLICATION OF PROCEEDS; ESTABLISHMENT OF ACCOUNTS..............19 Section 14.01 Application of Proceeds of Sale of Series 2023__ Bonds .......................................19 Section 14.02 Series 2023__ Construction Subaccount .................................................................19 Section 14.03 Series 2023__ Debt Service Reserve Account ........................................................19 ARTICLE XV REDEMPTION OF SERIES 2023__ BONDS...........................................................20 Section 15.01 Redemption of Series 2023__ Bonds ......................................................................20 Section 15.02 Partial Redemption of Series 2023__ Bonds...........................................................20 ARTICLE XVI MISCELLANEOUS..................................................................................................21 Section 16.01 Terms of the Series 2023__ Bonds Subject to the Master Indenture ......................21 Section 16.02 Partial Invalidity ......................................................................................................21 Section 16.03 Waiver of Personal Liability....................................................................................21 Section 16.04 Successor Deemed Included in all References to Predecessor................................21 Section 16.05 Execution in Counterparts .......................................................................................21 Section 16.06 Governing Law ........................................................................................................21 Signature Page ................................................................................................................................S-1 EXHIBIT A FORM OF SERIES 2023B BOND ........................................................................A-1 EXHIBIT B DESCRIPTION OF PROJECT ..............................................................................B-1 EXHIBIT C FORM OF INVESTMENT LETTER ....................................................................C-1 4891-4232-5261v10/022363-0037
_________ SUPPLEMENTAL INDENTURE
This _________ SUPPLEMENTAL INDENTURE, dated as of _______ 1, 2023 (the “_______ Supplemental Indenture”), is entered into by and among the ANAHEIM PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF ANAHEIM, a municipal corporation and charter city duly organized and existing under and by virtue of its charter and the Constitution and laws of the State of California (the “City”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”), and supplements the Master Indenture, dated as of _______ 1, 2023 (the “Master Indenture” and as supplemented by this _______ Supplemental Indenture, the “Indenture”) by and among the Authority, the City and the Trustee. (Capitalized terms used in the Whereas clauses and not defined therein shall have the meanings provided in the Indenture.)
WITNESSETH:
WHEREAS, the City and the Authority desire to finance the costs of the acquisition, design, construction, installation and/or equipping of certain capital improvement projects of the City; WHEREAS, in order to finance the Project, the City will lease the Property to the Authority pursuant to the Ground Lease, and the City will sublease the Property back from the Authority pursuant to the Lease Agreement;
WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance certain costs of the Project through the issuance by the Authority of the Series 2023__ Bonds under the Indenture in the aggregate principal amount not to exceed $[_________], which are payable from the Base Rental Payments to be made by the City under the Lease Agreement; WHEREAS, [simultaneously with the Series 2023__ Bonds], the Authority is issuing its Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series __, in the aggregate principal amount of $[________], to finance certain costs of the Project;
WHEREAS, all rights to receive the Base Rental Payments and other Lease Revenues have been assigned without recourse by the Authority to the Trustee pursuant to the Assignment Agreement, executed and delivered by the Authority and the Trustee in connection with the issuance of the Series 2023A Bonds and the Series 2023B Bonds;
WHEREAS, the Series 2023A Bonds and the Series 2023B Bonds will be payable equally and ratably from the Base Rental Payments and other Lease Revenues; WHEREAS, the Series 2023__ Bonds will be initially issued and delivered to JPMorgan Chase Bank, National Association and other institutional investors, as the Purchasers, pursuant to the Series 2023__ Bond Purchase Agreement under which the Purchasers have agreed, severally and not jointly, to purchase the Series 2023__ Bonds and to advance amounts thereunder, from time-to-time, 2 4891-4232-5261v10/022363-0037
at the request of the Authority in the amount not to exceed $[_______] in accordance with the terms of the Indenture and of the Series 2023__ Bond Purchase Agreement; WHEREAS, in order to provide for the authentication and delivery of the Series 2023__ Bonds, to establish and declare the terms and conditions upon which the Series 2023__ Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority and the City have authorized the execution and delivery of this _______ Supplemental Indenture; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this _______ Supplemental Indenture do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this _______ Supplemental Indenture; NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the receipt whereof is hereby acknowledged, the parties do hereby agree as follows:
ARTICLE XII
DEFINITIONS
Section 12.01 Definitions. Except as otherwise provided in this Section 12.01, all terms used herein which are defined in the Master Indenture shall have the meanings assigned to them therein. All other capitalized terms used herein without definition shall have the meaning given to such terms in the Lease Agreement and if not defined in the Lease Agreement, then in the Series 2023__ Bond Purchase Agreement.
“ABR”, when used in reference to any Series 2023__ Bond or Purchase, refers to whether such Series 2023__ Bond, or the Series 2023__ Bonds comprising such Purchase, bear interest at a rate determined by reference to the Alternate Base Rate. “ABR Bond” means a Series 2023__ Bond that bears interest at a rate based on the Adjusted ABR Rate.
“ABR Purchase” means, as to any Purchase, the ABR Bond comprising such Purchase. “Adjusted ABR Rate” means an interest rate per annum equal (a) the Alternate Base Rate, plus (b) [_______%].
“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%, plus (c) [______%]; provided that if the Adjusted Daily Simple SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor.
“Adjusted Term SOFR Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%, plus (c) [_______%]; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor.
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“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. For purposes of this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise; and the terms “Controlling” and “Controlled” have meanings correlative thereto. “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, and (b) the NYFRB Rate in effect on such day plus 0.5%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the NYFRB Rate shall be effective from and including the effective date of such change in the Prime Rate or the NYFRB Rate, respectively. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.0%, such rate shall be deemed to be 1.0%. “Applicable Law” means, collectively, (a) all international, foreign, federal, state and local constitutions, statutes, treaties, rules, guidelines, regulations, orders, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority; and (b) all applicable provisions of all (i) Governmental Approvals and (ii) orders, decisions, judgments, writs, injunctions and decrees of all courts (whether at law or in equity) and arbitrators. “Applicable Rate” means (a) with respect to any Term Benchmark Purchase, the Adjusted Term SOFR Rate, (b) with respect to any RFR Purchase, the Adjusted Daily Simple SOFR, or (c) with respect to any ABR Purchase, the Adjusted ABR Rate, as applicable. “Authorized Denominations” means, with respect to the Series 2023__ Bonds, [$100,000 and any $1,000 integral multiple thereof].
“Available Commitment” means, on any date, an amount equal to $[_______], such initial amount adjusted from time to time as follows: (a) downward in an amount equal to the principal amount of any Series 2023__ Bond purchased by the Purchasers pursuant to the terms of the Series 2023__ Bond Purchase Agreement; (b) upward in an amount equal to the principal amount of any Series 2023__ Bond paid by the Authority pursuant to the terms of Section 2.01 of the Series 2023__ Bond Purchase Agreement; and (c) downward to zero upon the Commitment Expiration Date. “Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to the Series 2023__ Bond Purchase Agreement and this _______ Supplemental Indenture as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 13.06(e) hereof. “Availability Period” means the period from and including the Closing Date to but excluding the earlier of the Maturity Date and the Commitment Expiration Date. 4 4891-4232-5261v10/022363-0037
“Benchmark” means, initially, with respect to any (i) RFR Bond, the Daily Simple SOFR or (ii) Term Benchmark Bond, the Term SOFR Rate; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Rate, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 13.06(b) hereof. “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Calculation Agent for the applicable Benchmark Replacement Date:
(1) the Adjusted Daily Simple SOFR;
(2) the sum of: (a) the alternate benchmark rate that has been selected by the Calculation Agent and the Authority as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then- prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;
If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Calculation Agent and the Authority for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Revolving Bond, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest, timing of requests for purchase or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Calculation Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the 5 4891-4232-5261v10/022363-0037
Calculation Agent in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Calculation Agent decides is reasonably necessary in connection with the administration of this _______ Supplemental Indenture and the Series 2023__ Bond Purchase Agreement).
“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination, and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR 6 4891-4232-5261v10/022363-0037
Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then- current Benchmark for all purposes hereunder in accordance with Section 13.06 hereof, and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder in accordance with Section 13.06 hereof. “Calculation Agent” means, with respect to the Series 2023__ Bonds, JPMorgan Chase Bank, National Association and its permitted successors and assigns. “Closing Date” means, with respect to the Series 2023__ Bonds, __________, 2023. “CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).
“Commitment” means the agreement of the Purchasers pursuant to Section 2.01 of the Series 2023__ Bond Purchase Agreement to purchase Series 2023__ Bonds up to the Available Commitment from time to time in effect, subject to the terms and conditions set forth therein, for the account of the Authority.
“Commitment Expiration Date” means the earliest to occur of (a) [_________, 20___ ], as the same may be extended from time to time in accordance with the terms of the Series 2023__ Bond Purchase Agreement, (b) the date on which the Purchasers provide notice to the Trustee and the Authority that the Available Commitment and the Commitment have terminated pursuant to Section
9.02(c) of the Series 2023__ Bond Purchase Agreement as the result of the occurrence of a Series 2023__ Bond Purchase Agreement Event of Default, and (c) the date on which the Commitment and 7 4891-4232-5261v10/022363-0037
Available Commitment are otherwise terminated or reduced to zero in accordance with the terms of the Series 2023__ Bond Purchase Agreement.
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. “Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Authority.
“Date of Purchase” means each date of purchase of the applicable Series 2023__ Bonds pursuant to the terms and conditions of the Series 2023__ Bond Purchase Agreement as established pursuant to Section 2.02 thereof.
“Default Rate” means, for any day, a rate of interest per annum equal to (a) with respect to any Series 2023__ Bonds accruing interest at the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR through the last day of the applicable Interest Period, the applicable Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR plus 2% and (b) thereafter, the Adjusted ABR Rate plus 2%.
“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this _______ Supplemental Indenture. “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Floor” means the benchmark rate floor, if any, provided in this _______ Supplemental Indenture initially (as of the execution of this _______ Supplemental Indenture, the modification, amendment or renewal of this _______ Supplemental Indenture or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt the initial Floor for each of Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be [__]%.
“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 8 4891-4232-5261v10/022363-0037
“Indenture” means the Master Indenture, as originally executed, as supplemented by [the _______ Supplemental Indenture and] this _______ Supplemental Indenture, and as it may be further amended or supplemented from time to time by any Supplemental Indenture. “Instructing Owners” means, with respect to the Series 2023__ Bonds, the Owners holding not less than a majority in aggregate principal amount of all Series 2023_ Bonds at the time Outstanding.
“Interest Election Request” has the meaning set forth in the Series 2023__ Bond Purchase Agreement.
“Interest Payment Date” means, with respect to the Series 2023__ Bonds, (a) with respect to any ABR Bond, the last day of each March, June, September and December and the Maturity Date, (b) with respect to any RFR Bond, (1) each date that is on the numerically corresponding day in each calendar month that is one month after the Purchase of such RFR Bond (or, if there is no such numerically corresponding day in such month, then the last day of such month) and (2) the Maturity Date, and (c) with respect to any Term Benchmark Bond, the last day of each Interest Period applicable to the Purchase of which such Term Benchmark Bond is a part and, in the case of a Term Benchmark Purchase with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Maturity Date.
“Interest Period” means with respect to any Term Benchmark Purchase, the period commencing on the date of such Purchase and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Series 2023__ Bond), as the Authority may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no tenor that has been removed from this definition pursuant to Section
13.06(e) hereof shall be available for specification in such Request for Purchase or Interest Election Request. For purposes hereof, the date of a Purchase initially shall be the date on which such Purchase is made and thereafter shall be the effective date of the most recent conversion or continuation of such Series 2023__ Bond.
“Majority Series 2023[●] Bondowner(s)” means at any time the Owners of the Series 2023__ Bonds with a majority of the aggregate principal amount of Series 2023__ Bonds at the time Outstanding. [As of the Closing Date, JPMorgan Chase Bank, National Association is the Majority Series 2023__ Bondowner].
“Maturity Date” means, with respect to the Series 2023__ Bonds, _________, [2028]. “Maximum Rate” has the meaning set forth in Section 3.03 of the Series 2023__ Bond Purchase Agreement.
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“Non-Purchaser Transferee” has the meaning set forth in Section 11.12(c) of the Series 2023__ Bond Purchase Agreement.
“NYFRB” means the Federal Reserve Bank of New York.
“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Calculation Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero. “Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Calculation Agent) or any similar release by the Federal Reserve Board (as determined by the Calculation Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
“Principal Payment Date” means, with respect to the Series 2023__ Bonds, _________1 of each year, commencing on ________ 1, 20__.
“Purchase” means a purchase of Series 2023__ Bonds made pursuant to Section 2.01(b) of the Series 2023__ Bond Purchase Agreement or Section 2.01(c) of the Series 2023__ Bond Purchase Agreement.
“Purchaser(s)” means JPMorgan Chase Bank, National Association and other institutional investors and their resepctive successors and assigns, and upon the receipt from time to time by the Trustee and the Authority of a notice described in Section 11.12 of the Series 2023__ Bond Purchase Agreement from time to time means the Person designated in such notice as the Purchaser, as more fully provided in Section 11.12 of the Series 2023__ Bond Purchase Agreement. “Purchaser Affiliate” means any Purchaser and any Affiliate of any Purchaser. 10 4891-4232-5261v10/022363-0037
“Purchaser Transferee” has the meaning set forth in Section 11.12(b) of the Series 2023__ Bond Purchase Agreement.
“Purchasers’ Representative” means [JPMorgan Chase Bank, National Association] and its successors and assigns.
“Reference Time” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two (2) Business Days preceding the date of such setting, (b) if the RFR for such Benchmark is Daily Simple SOFR, then four (4) Business Days prior to such setting, or (c) if such Benchmark is none of the Term SOFR Rate or Daily Simple SOFR, the time determined by the Calculation Agent in its reasonable discretion.
“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto. “Relevant Rate” means (a) with respect to any Term Benchmark Purchase, the Adjusted Term SOFR Rate or (b) with respect to any RFR Purchase, the Adjusted Daily Simple SOFR, as applicable.
“Request for Purchase” has the meaning set forth in the Series 2023__ Bond Purchase Agreement.
“Revolving Bond” means a Series 2023__ Bond made pursuant to Section 2.01(d) of the Series 2023__ Bond Purchase Agreement.
“Revolving Purchase” means Revolving Bonds of the same Type, made, converted or continued on the same date and, in the case of Term Benchmark Bonds, as to which a single Interest Period is in effect.
“RFR Bond” means a Series 2023__ Bond that bears interest at a rate based on the Adjusted Daily Simple SOFR.
“RFR Purchase” means, as to any Purchase, the RFR Bond comprising such Purchase. “Series 2023__ Bonds” means the Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series __ issued pursuant to the Master Indenture, as supplemented by this _____ Supplemental Indenture. “Series 2023__ Construction Subaccount” means the subaccount established pursuant to Section 14.02 hereof.
“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).
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“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR.”
“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR.” “Term Benchmark” when used in reference to any Series 2023__ Bond or Purchase, refers to whether such Series 2023__ Bond, or the Series 2023__ Bonds comprising such Purchase, bear interest at a rate determined by reference to the Adjusted Term SOFR Rate. “Term Benchmark Bond” means a Series 2023__ Bond that bears interest at a rate based on the Adjusted Term SOFR Rate.
“Term Benchmark Purchase” means, as to any Purchase, the Term Benchmark Bond comprising such Purchase.
“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.
“Term SOFR Rate” means, with respect to any Term Benchmark Purchase and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two (2) U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.
“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Purchase denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Calculation Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.
“Type”, when used in reference to any Series 2023__ Bond or Purchase, refers to whether the rate of interest on such Series 2023__ Bond, or on the Series 2023__ Bonds comprising such Purchase, is determined by reference to the Adjusted Term SOFR Rate, the Adjusted Daily Simple SOFR, or the Adjusted ABR Rate.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. 12 4891-4232-5261v10/022363-0037
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday, or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
ARTICLE XIII
THE SERIES 2023__ BONDS
Section 13.01 Authorization and Issuance of Series 2023__ Bonds. (a) The Authority and the City have determined that all acts and proceedings required by law necessary to make the Series 2023__ Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, have been done and taken, and the execution and delivery of this _______ Supplemental Indenture has been in all respects duly authorized. The Series 2023__ Bonds are hereby designated the “Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series __.”
(b) The Authority may, at any time, execute the Series 2023__ Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Series 2023__ Bonds and deliver the Series 2023__ Bonds to the Purchasers thereof upon receipt of a Written Request of the Authority.
(c) The Series 2023__ Bonds shall be issued as a single certificated Series 2023__ Bond dated the Closing Date, in fully registered form, without coupons in Authorized Denominations; provided that the aggregate principal amount of Series 2023__ Bonds Outstanding at any one time outstanding shall not exceed $[_________]; provided, further that all the Series 2023__ Bonds shall be evidenced by a single fully registered certificated Series 2023__ Bond in the form of Exhibit A hereto. The Series 2023__ Bonds shall be initially registered in the name of the Purchasers (or as otherwise directed by the Purchasers) and shall not initially be issued as Book-Entry Bonds.
Upon the Purchase of Series 2023__ Bonds by the Purchasers, the Trustee will cause a notation to be made upon the Series 2023__ Bond certificate to reflect the principal amount so purchased and the then outstanding principal amount of the Series 2023__ Bonds. (d) As set forth in Section 5.01 of 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 in accordance with their terms, the provisions of the Indenture and the Act. Said pledge shall constitute a first lien on such assets.
Section 13.02 Transfer of Series 2023__ Bonds. The Series 2023__ Bonds may in accordance with its terms, be transferred, upon the Registration Books required to be kept pursuant to the provisions of Section 2.03 of the Indenture to a Purchaser Transferee or a Non-Purchaser Transferee and in the case of a Non-Purchaser Transferee, only if (A) written notice of such transfer, including that such transfer is to a Non-Purchaser Transferee, together with addresses and related 13 4891-4232-5261v10/022363-0037
information with respect to the Non-Purchaser Transferee, shall have been given to the Authority, the City, the Trustee and the Purchasers’ Representative by such transferor and Non-Purchaser Transferee, and (B) the Non-Purchaser Transferee shall have delivered to the Authority, the City, the Trustee, the Purchasers’ Representative and the transferor, an investor letter in substantially the form of Exhibit C hereto.
Section 13.03 Payment of Principal of and Interest on the Series 2023__ Bonds. (a) The Authority shall repay 1.00% of the principal amount (or as nearly as practicable to such amount which results in repayment in Authorized Denominations) of the Series 2023__ Bonds per annum on each Principal Payment Date; provided, that upon any partial redemption of the Series 2023__ Bonds pursuant to Section 15.01(a) or Section 15.01(b) hereof, the principal amount of each required repayment of the Series 2023__ Bonds becoming due under this Section 13.03(a) on and after the date of such redemption shall be reduced in the same proportion as the aggregate unpaid principal amount of the Series 2023__ Bonds is reduced as a result of such redemption. The Series 2023__ Bonds shall mature on the Maturity Date and all outstanding principal of the Series 2023__ Bonds shall be due and payable on the Maturity Date. (b) The Authority shall pay accrued but unpaid interest on each Series 2023__ Bond on each Interest Payment Date. Accrued interest on each Series 2023__ Bond shall be payable in arrears on each Interest Payment Date for such Series 2023__ Bond and upon termination of the Commitments and the Maturity Date; provided that (i) if a Series 2023__ Bond Purchase Agreement Event of Default has occurred and is continuing, interest accrued at the Default Rate shall be payable on demand, (ii) in the event of any repayment or redemption of any Series 2023__ Bond (other than a redemption of an ABR Revolving Purchase prior to the end of the Availability Period), accrued interest on the principal amount repaid or redeemed shall be payable on the date of such repayment or redemption, and (iii) in the event of any conversion of any Term Benchmark Revolving Purchase prior to the end of the current Interest Period therefor, accrued interest on such Series 2023__ Bond shall be payable on the effective date of such conversion.
Section 13.04 Determination of Interest Rate and Interest Periods. (a) The Series 2023_ Bonds comprising each Term Benchmark Purchase shall bear interest in the case of a Term Benchmark Bond, at the Adjusted Term SOFR Rate for the Interest Period in effect for such Purchase. If the Adjusted Term SOFR Rate or the Term SOFR Rate is unavailable as provided in Section 13.06 hereof, each RFR Bond shall bear interest at a rate per annum equal to the Adjusted Daily Simple SOFR in accordance with Section 13.06 hereof. If the Adjusted Daily Simple SOFR or Daily Simple SOFR is unavailable as provided in Section 13.06 hereof, the Series 2023__ Bonds comprising each ABR Purchase shall bear interest at the Adjusted ABR Rate in accordance with Section 13.06 hereof. Upon the occurrence and during the continuance of a Series 2023__ Bond Purchase Agreement Event of Default, the Series 2023__ Bonds shall bear interest at the Default Rate, which shall be payable by the Authority to each Owner of Series 2023__ Bonds upon demand therefor.
(b) Interest computed by reference to the Term SOFR Rate or Daily Simple SOFR hereunder shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including 14 4891-4232-5261v10/022363-0037
the first day but excluding the last day). All interest hereunder on any Series 2023__ Bond shall be computed on a daily basis based upon the outstanding principal amount of such Series 2023__ Bond as of the applicable date of determination. The applicable Alternate Base Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Adjusted Daily Simple SOFR or Daily Simple SOFR shall be determined by the Calculation Agent, and such determination shall be conclusive absent manifest error. As soon as reasonably practicable following the determination of the foregoing rates, the Calculation Agent shall give written notice thereof to the Trustee, the Authority and the Manager.
Section 13.05 Election of Interest.
(a) Each Revolving Purchase initially shall be of the Type specified in the applicable Request for Purchase and, in the case of a Term Benchmark Revolving Purchase, shall have an initial Interest Period as specified in such Request for Purchase. Thereafter, the Authority may elect to convert such Purchase to a different Type or to continue such Purchase and, in the case of a Term Benchmark Revolving Purchase, may elect Interest Periods therefor. The Authority may elect different options with respect to different portions of the affected Purchase and the Series 2023__ Bonds comprising each such portion shall be considered a separate Purchase. (b) To make an election pursuant to the Series 2023__ Bond Purchase Agreement, the Authority shall notify the Purchasers’ Representative and the Trustee of such election by the time that a Request for Purchase would be required under Section 2.01(d) of the Series 2023__ Bond Purchase Agreement if the Authority were requesting a Revolving Purchase of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall be signed by an Authorized Officer of the Authority. (c) Each Interest Election Request shall specify the following information in compliance with Section 2.01(d) of the Series 2023__ Bond Purchase Agreement:
(i) the Purchase to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Purchase (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Purchase); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Purchase is to be an ABR Purchase or a Term Benchmark Purchase [or an RFR Purchase]; and
(iv) if the resulting Purchase is a Term Benchmark Purchase, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” If any such Interest Election Request requests a Term Benchmark Purchase but does not specify an Interest Period, then the Authority shall be deemed to have selected an Interest Period of one month’s duration.
(d) If the Authority fails to deliver a timely Interest Election Request with respect to a Term Benchmark Revolving Purchase prior to the end of the Interest Period applicable thereto, 15 4891-4232-5261v10/022363-0037
then, unless such Purchase is repaid as provided herein and in the Series 2023__ Bond Purchase Agreement, at the end of such Interest Period such Purchase shall be deemed to have an Interest Period that is one month. Notwithstanding any contrary provision hereof, if a Series 2023__ Bond Purchase Agreement Event of Default has occurred and is continuing and the Purchasers so notify the Authority and the Trustee, then, so long as a Series 2023__ Bond Purchase Agreement Event of Default is continuing (i) no outstanding Revolving Purchase may be converted to or continued as a Term Benchmark Purchase and (ii) unless repaid, (A) each Term Benchmark Purchase and (B) each RFR Purchase shall be converted to an ABR Purchase at the end of the Interest Period applicable thereto.
Section 13.06 Alternate Rate of Interest.
(a) Subject to paragraphs (b), (c), (d), (e) and (f) of this Section 13.06, if:
(i) the Calculation Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Purchase, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR or Daily Simple SOFR; or
(ii) the Calculation Agent is advised by the Majority Series 2023__ Bondowners that (A) prior to the commencement of any Interest Period for a Term Benchmark Purchase, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to the Majority Series 2023__ Bondowners of making or maintaining the Series 2023__ Bonds included in such Purchase for such Interest Period or (B) at any time, Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to the Majority Series 2023__ Bondowners of making or maintaining the Series 2023__ Bonds included in such Purchase; then the Calculation Agent shall give notice thereof to the Authority, the Trustee and the Owners of Series 2023__ Bonds by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Calculation Agent notifies the Authority, the Trustee and the Owners of Series 2023__ Bonds that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Authority delivers a new Interest Election Request in accordance with the terms of Section 13.05 hereof and Section
2.06 of the Series 2023__ Bond Purchase Agreement or a new Request for Purchase in accordance with the terms of Section 2.01(d) of the Series 2023__ Bond Purchase Agreement, (1) any Interest Election Request that requests the conversion of any Revolving Purchase to, or continuation of any Revolving Purchase as, a Term Benchmark Purchase and any Request for Purchase that requests a Term Benchmark Revolving Purchase shall instead be deemed to be an Interest Election Request or a Request for Purchase, as applicable, for (x) an RFR Purchase so long as the Adjusted Daily Simple SOFR is not also the subject of Section 13.06(a)(i) or (ii) above or (y) an ABR Purchase if the Adjusted Daily Simple SOFR also is the subject of Section 13.06(a)(i) or (ii) above and (2) any Request for Purchase that requests an RFR Purchase shall instead be deemed to be a Request for Purchase, as applicable, for an ABR Purchase; provided that if the circumstances giving rise to such notice affect only one Type of Purchases, then all other Types of Purchases shall be permitted. 16 4891-4232-5261v10/022363-0037
Furthermore, if any Term Benchmark Bond or RFR Bond is outstanding on the date of the Authority’s receipt of the notice from the Calculation Agent referred to in this Section
13.06(a) with respect to a Relevant Rate applicable to such Term Benchmark Bond or RFR Bond, then until (x) the Calculation Agent notifies the Authority, the Trustee and the Owners of Series 2023__ Bonds that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Authority delivers a new Interest Election Request in accordance with the terms of Section 13.05 hereof and Section 2.06 of the Series 2023__ Bond Purchase Agreement or a new Request for Purchase in accordance with the terms of Section 2.01(d) of the Series 2023__ Bond Purchase Agreement, (1) any Term Benchmark Bond shall on the last day of the Interest Period applicable to such Term Benchmark Bond (or the next succeeding Business Day if such day is not a Business Day), be converted by the Calculation Agent to, and shall constitute, (x) an RFR Purchase so long as the Adjusted Daily Simple SOFR is not also the subject of Section 13.06(a)(i) or (ii) above or (y) an ABR Bond if the Adjusted Daily Simple SOFR also is the subject of Section
13.06(a)(i) or (ii) above, on such day, and (2) any RFR Bond shall on and from such day be converted by the Calculation Agent to, and shall constitute an ABR Bond. (b) Notwithstanding anything to the contrary herein or in the Series 2023__ Bond Purchase Agreement, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (i) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under the Series 2023__ Bond Purchase Agreement in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this _______ Supplemental Indenture, the Series 2023__ Bond Purchase Agreement or any other Financing Document, and (ii) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under the Series 2023__ Bond Purchase Agreement in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Owners of the Series 2023__ Bonds without any amendment to, or further action or consent of any other party to, this _______ Supplemental Indenture, the Series 2023__ Bond Purchase Agreement or any other Financing Document so long as the Calculation Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Majority Series 2023__ Bondowners.
(c) Notwithstanding anything to the contrary herein, in the Series 2023__ Bond Purchase Agreement or any other Financing Document, the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein, in the Series 2023__ Bond Purchase Agreement or any other Financing Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this _______ Supplemental Indenture, the Series 2023__ Bond Purchase Agreement or any other Financing Document.
(d) The Calculation Agent will promptly notify the Authority, the Manager, the Trustee and the Owners of Series 2023__ Bonds of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any 17 4891-4232-5261v10/022363-0037
Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Calculation Agent or, if applicable, the Majority Series 2023__ Bondowners pursuant to this Section
13.06, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this _______ Supplemental Indenture, the Series 2023__ Bond Purchase Agreement or any other Financing Document, except, in each case, as expressly required pursuant to this Section 13.06. (e) Notwithstanding anything to the contrary herein or in the Series 2023__ Bond Purchase Agreement, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Calculation Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Calculation Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Calculation Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(f) Upon the Authority’s and the Trustee’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Authority may revoke any request for a Term Benchmark Purchase or RFR Purchase of, conversion to or continuation of Term Benchmark Bonds to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Authority will be deemed to have converted any request for a Term Benchmark Purchase into a Request for Purchase of or conversion to (A) an RFR Purchase so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Purchase if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Bond or RFR Bond is outstanding on the date of the Authority’s and the Trustee’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Bond or RFR Bond, then until such time as a Benchmark Replacement is implemented pursuant to this Section 13.06, (1) any Term Benchmark Bond shall on the last day of the Interest Period applicable to such Term Benchmark Bond (or the next succeeding Business Day if such day is not a Business Day), be converted by the Calculation Agent to, and shall constitute, (x) an RFR Purchase so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Bond if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Bond shall on and from such day be converted by the Calculation Agent to, and shall constitute an ABR Bond. 18 4891-4232-5261v10/022363-0037
Section 13.07 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Series 2023__ Bond, together with all fees, charges and other amounts which are treated as interest on such Series 2023__ Bond under Applicable Law (collectively the “Charges”), shall exceed the Maximum Rate which may be contracted for, charged, taken, received or reserved by the Owners of the Series 2023__ Bonds in accordance with Applicable Law, the rate of interest payable in respect of such Series 2023__ Bonds hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Series 2023__ Bonds but were not payable as a result of the operation of this Section 13.07 shall be cumulated and the interest and Charges payable to such Owners of the Series 2023__ Bonds in respect of other Series 2023__ Bonds or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Owners of the Series 2023__ Bonds.
Section 13.08 Method and Place of Payment. The principal of and premium, if any, and interest on the Series 2023__ Bonds shall be payable in lawful money of the United States of America. Such amounts shall be paid by the Trustee on the applicable payment dates by wire transfer of immediately available funds to an account specified by the Owners of the Series 2023__ Bonds in writing delivered to the Trustee. Principal and interest will be paid in money of the United States that at the time of payment is legal tender for payment of public and private debts or by checks or wire transfers payable in such money.
Section 13.09 Evidence of Obligation.
(a) The Trustee shall maintain through its record-keeping systems kept as a part of its Registration Books as provided in Section 2.03 of the Indenture, the obligations resulting from each Purchase made pursuant to the Series 2023__ Bond Purchase Agreement to purchase Series 2023__ Bonds issued from time to time hereunder and the amounts of principal and interest payable on the Series 2023__ Bonds issued from time to time hereunder. In any legal action or proceeding in respect of the Indenture or the Series 2023__ Bond Purchase Agreement, the entries made in such accounts shall be prima facie evidence of the existence and amounts of the obligations of the Authority therein evidenced.
(b) To evidence the Series 2023__ Bonds issued pursuant to the Indenture, the Trustee shall note on the grid attached to the Series 2023__ Bond the principal amounts owing to the Owners of the Series 2023__ Bonds with interest until payment in full pursuant to the terms hereof.
Section 13.10 Form of Series 2023__ Bonds. The Series 2023__ Bonds shall be in substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required by the Indenture.
Section 13.11 Notice to Trustee of Purchases.
(a) In connection with each Purchase under the Series 2023__ Bond Purchase Agreement, an Authorized Officer of the Authority shall give written notice to the Trustee (A)(1) in the case of a Term Benchmark Purchase, not later than three (3) Business Days before the date of the proposed Purchase or (2) in the case of an RFR Purchase, not later than five (5) Business Days before the date of the proposed Purchase, or (B) in the case of an ABR Purchase, not later than one (1) Business Day before the date of the proposed Purchase, provided that the making of any such 19 4891-4232-5261v10/022363-0037
Purchase shall be subject to the terms and conditions of the Series 2023__ Bond Purchase Agreement. Each such notice shall specify the following information: (A) the aggregate amount of the requested Purchase; (B) the requested Date of Purchase, which shall be a Business Day; (C) whether such Purchase is to be [an ABR Purchase,] a Term Benchmark Purchase [or an RFR Purchase]; (D) in the case of a Term Benchmark Purchase, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; [If no election as to the Type of Revolving Purchase is specified, then the requested Revolving Purchase shall be an ABR Purchase.] If no Interest Period is specified with respect to any requested Term Benchmark Revolving Purchase, then the Authority shall be deemed to have selected an Interest Period of one month’s duration.
(b) Notwithstanding any other provision of this _______ Supplemental Indenture or the Series 2023__ Bond Purchase Agreement, the Authority shall not be entitled to request, or to elect to convert or continue, any Purchase if the Interest Period requested with respect thereto would end after the Maturity Date.
ARTICLE XIV
APPLICATION OF PROCEEDS; ESTABLISHMENT OF ACCOUNTS
Section 14.01 Application of Proceeds of Sale of Series 2023__ Bonds. The proceeds received by the Trustee from the Purchasers for each Purchase of Series 2023__ Bonds shall be deposited in the Series 2023__ Construction Subaccount.
Section 14.02 Series 2023__ Construction Subaccount.
(a) The Trustee shall establish and maintain a subaccount within the Construction Account designated as the “Series 2023__ Construction Subaccount.” On the Closing Date, the Trustee shall deposit in the Series 2023__ Construction Subaccount the amount set forth in Section
14.01 hereof. The Trustee shall disburse funds from the Series 2023__ Construction Subaccount 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. (b) Upon an Event of Default and upon the written direction of the Instructing Owners, all amounts held in the Series 2023__ Construction Subaccount may be (i) distributed for payment of the Series 2023__ Bonds; or (ii) applied to any other use permitted pursuant to the Financing Documents.
Section 14.03 Series 2023__ Debt Service Reserve Account. (a) The Trustee shall establish and maintain a special account designated as the “Series 2023__ Debt Service Reserve Account” which account and amounts therein are hereby pledged to the payment of the Series 2023__ Bonds. [Upon a Written Order of the Authority, the Trustee shall deposit the amount to be received on or before [_________, 2025] from the Manager, in the Series 2023__ Debt Service Reserve Account.] The Authority and the City shall have no obligation to fund or replenish the Series 2023__ Debt Service Reserve Account. (b) 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 20 4891-4232-5261v10/022363-0037
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 a Principal Payment Date, the Trustee shall withdraw from the Series 2023__ Debt Service Reserve Account, to the extent of any funds therein, the amount of such insufficiency, and shall 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. (c) Whenever Series 2023__ Bonds are to be optionally redeemed pursuant to Section 15.01(b) hereof, a portion of the amount on deposit in the Series 2023__ Debt Service Reserve Account shall, on the date on which amounts to redeem such Series 2023__ Bonds are deposited in the Redemption Account or otherwise deposited with the Trustee pursuant to Section
10.02 of 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). (d) 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, plus any break funding payments required under the Series 2023__ Bond Purchase Agreement, due upon redemption, the Trustee shall, 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.
(e) 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 shall transfer an amount equal to the amount of such reduction in accordance with a Written Order of the Authority.
ARTICLE XV
REDEMPTION OF SERIES 2023__ BONDS
Section 15.01 Redemption of Series 2023__ Bonds.
(a) Extraordinary Redemption. The Series 2023_ Bonds shall be subject to redemption in accordance with Section 4.01(a) of the Indenture, together with any break funding payments required under the Series 2023__ Bond Purchase Agreement to the date of redemption. (b) Optional Redemption. The Series 2023__ Bonds shall be subject to redemption, at the option of the Authority, from and to the extent of prepaid Base Rental Payments paid pursuant to Section 7.02(a) of the Lease Agreement, in whole or in part, on any Business Day on and after ________, [2026] (with three Business Days’ notice to the Trustee), at a Redemption Price as set forth in the Series 2023__ Bond Purchase Agreement in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof. 21 4891-4232-5261v10/022363-0037
Section 15.02 Partial Redemption of Series 2023__ Bonds. Upon surrender of any Series 2023__ Bond prepaid 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 of Authorized Denomination, equal in aggregate principal amount to the unredeemed portion of the Series 2023__ Bond surrendered.
ARTICLE XVI
MISCELLANEOUS
Section 16.01 Terms of the Series 2023__ Bonds Subject to the Master Indenture.
Except as expressly provided in this _______ Supplemental Indenture, every term and condition contained in the Master Indenture shall apply to this _______ Supplemental Indenture and the Series 2023__ Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this _______ Supplemental Indenture.
Section 16.02 Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Authority, the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void to the extent contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law.
The Authority, the City and the Trustee hereby declare that they would have executed this _______ Supplemental Indenture, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Series 2023__ Bonds pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subsections, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.
Section 16.03 Waiver of Personal Liability. Notwithstanding anything contained herein to the contrary, no member, officer or employee of the Authority or the City shall be individually or personally liable for the payment of any moneys, including without limitation, the principal of or interest on the Series 2023__ Bonds, but nothing contained herein shall relieve any member, officer or employee of the City or the Authority from the performance of any official duty provided by any applicable provisions of law, by any Financing Document or hereby.
Section 16.04 Successor Deemed Included in all References to Predecessor. Whenever the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.
Section 16.05 Execution in Counterparts. This _______ Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
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Section 16.06 Governing Law. This _______ Supplemental Indenture shall be construed and governed in accordance with the laws of the State of California. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Authority and the City have caused this _______ Supplemental Indenture to be signed in their respective names by their representative thereunto duly authorized, and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this _______ Supplemental Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.
ANAHEIM PUBLIC FINANCING AUTHORITY
By:
Executive Director
ATTEST:
Secretary
CITY OF ANAHEIM
By:
City Manager
ATTEST:
City Clerk
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Trustee
By:
Authorized Officer
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EXHIBIT A
FORM OF SERIES 2023__ BOND
No. ____ UP TO $[________]
THE REGISTERED OWNER OF THIS SERIES 2023__ BOND
ACKNOWLEDGES AND AGREES THAT THIS SERIES 2023__ BOND MAY
ONLY BE TRANSFERRED TO A NEW OWNER WHO IS A PURCHASER
TRANSFEREE OR A NON-PURCHASER TRANSFEREE (AS DEFINED IN THE INDENTURE).
ANAHEIM PUBLIC FINANCING AUTHORITY
TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA IMPROVEMENT PROJECT)
2023 SERIES __
MATURITY DATE DATED DATE
__________ 1, 20__ ___________, 2023
REGISTERED OWNER:
PRINCIPAL AMOUNT: [__________] DOLLARS
The Anaheim Public Financing Authority (the “Authority”), for value received, hereby promises to pay, solely from the Base Rental Payments (as hereinafter defined) and amounts in certain funds and accounts held under the Indenture (as hereinafter defined), to the Registered Owner identified above or registered assigns (the “Registered Owner”); on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon in like lawful money from the date hereof payable on each Interest Payment Date, until payment of such Principal Amount in full. This Series 2023__ Bond (as defined below) shall bear interest from the date and at the rate set forth in the Indenture (as defined below). The Registered Owner is entitled to receive, in lawful currency of the United States of America, the Principal Amount specified above or so much of such Principal Amount of this Series 2023__ Bond which has been purchased by the Purchasers at the request of the Authority pursuant to the terms of the Series 2023__ Bond Purchase Agreement, and which has not been repaid to the Registered Owner by the Authority or on behalf of the Authority pursuant to a Purchase made for the benefit of the Authority in accordance with the terms of the Series 2023__ Bond Purchase Agreement, together with interest on the unpaid Principal Amount hereof, calculated at the rate (not to exceed the Maximum Rate) and in the manner as specified in the Indenture.
The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption in full at the Office of the Trustee (as hereinafter defined). Interest hereon is payable by wire or check of U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown on the Registration Books at the close of business on the A-2
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fifteenth calendar day of the month next preceding such Interest Payment Date; or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2023__ Bonds (as defined below) who have provided account information and wiring instructions satisfactory to the Trustee. “Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City of Anaheim (the “City”) by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
On the date of a Purchase by the Purchasers, or of the payment (upon maturity or by redemption) of all or any portion of the Principal Amount hereof, or the payment of interest due hereon, the Trustee shall make a notation of such purchase, or of the Principal Amount or interest paid hereon, on the Purchase and Payment Grid attached to this Series 2023__ Bond, which notation shall be confirmed by the Trustee to the Purchasers. This Series 2023__ Bond shall be available for inspection by the Authority, the City, or the Purchasers upon request.
This Bond is a duly authorized issue of bonds issued for the purpose of financing the acquisition, construction and/or installation of a new City improvements, facilities and equipment, and is designated as the “Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series __” (the “Series 2023__ Bonds”) in the aggregate principal amount of [$_________]. The Series 2023__ Bonds are issued pursuant to the Master Indenture, dated as of __________ 1, 2023, as supplemented by the _______ Supplemental Indenture dated as of ________ 1, 2023 (together, the “Indenture”), each by and among the Authority, the City and the Trustee. [Simultaneously with the issuance of the Series 2023__ Bonds,] the Authority is issuing its “Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series __” (the “Series 2023__ Bonds”) in the aggregate principal amount of $__________ pursuant to the Indenture, as supplemented by the _______ Supplemental Indenture dated as of ________ 1, 2023, by and among the Authority, the City and the Trustee.] Pursuant to and as more particularly provided in the Indenture, additional bonds (“Additional Bonds”), may be issued by the Authority secured by a lien on the Base Rental Payments, the other Lease Revenues and certain funds and accounts described below on a parity with the lien securing the Series 2023__ Bonds and the Series 2023__ Bonds. The Series 2023__ Bonds, the Series 2023__ Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is entered into, and this Bond is issued under, the Marks-Roos Local Bond Pooling Act of 1985 (the “Act”) and the laws of the State of California. This reference incorporates the Indenture herein and by acceptance hereof the owner of this Bond assents to said terms and conditions of the Indenture. Capitalized terms not defined herein shall have the meanings set forth in the Indenture.
Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from certain Base Rental Payments under and pursuant to that certain Lease Agreement, dated as of _______ 1, 2023 (the “Lease Agreement”), by and between the City, as lessee, and the Authority, as lessor, all of which rights to receive such Base Rental Payments have been assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Interest Account, the Principal Account and the Redemption Account established under the Indenture are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. The Series 2023__ Bonds A-3
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are additionally secured by a pledge of all amounts held in the Series 2023__ Debt Service Reserve Account and the Series 2023__ Work Stoppage Reserve Account. Said pledge constitutes a first lien on such assets.
The Series 2023__ Bonds are authorized to be issued in the form of fully registered bonds without coupons in denominations of $100,000 or any $1,000 integral multiple thereof (“Authorized Denominations”).
The Series 2023__ Bonds shall be 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 and any break funding payments required under the Series 2023__ Bond Purchase Agreement to the date of redemption, without premium.
The Series 2023__ Bonds shall be subject to redemption, at the option of the Authority, from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease Agreement, in whole or in part, on any Business Day on and after ________, 20__ (with three Business Days’ notice to the Trustee), at a Redemption Price as set forth in the Series 2023__ Bond Purchase Agreement in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof.
Notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Series 2023__ Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Series 2023__ Bonds designated for redemption at their addresses appearing on the Registration Books, (ii) as to Series 2023__ Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Series 2023__ Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee.
Neither failure to receive any such notice so given, nor any defect therein, shall affect the validity of the proceedings for the redemption of such Series 2023__ Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. The Redemption Price of the Series 2023__ Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the Office of the Trustee. From and after the date fixed for redemption of any Series 2023__ Bonds, interest on such Series 2023__ Bonds will cease to accrue and become payable.
Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Series 2023__ Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount and maturity of fully registered Series 2023__ Bonds of other authorized denominations.
This Bond is transferable by the Registered Owner hereof, in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully A-4
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registered Series 2023__ Bond or Series 2023__ Bonds, in Authorized Denominations, for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Authority, the City and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the Authority, the City, the Owners of the Bonds and the Trustee may be modified, amended or waived from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification, amendment or waiver shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or the rate of interest thereon, or extend the time of payment, without the written consent of the Owner of each Bond so affected (provided that, with respect to the Series 2023__ Bonds, only the consent of the Purchasers shall be necessary to change the definition of the Default Rate or to waive any obligation of the Authority to pay interest at the Default Rate in all cases other than a payment default); (ii) permit the creation of any lien or security interest on the Base Rental Payments, other Lease Revenues and other Collateral pledged under the Indenture and the other Collateral Documents prior to or on a parity with the lien and security interest created by the Indenture and the other Collateral Documents or deprive the Owners of the Bonds of the lien and security interest created by the Indenture and the other Collateral Documents on such Base Rental Payments, other Lease Revenues and other Collateral (except as expressly provided in the Indenture and the other Collateral Documents), without the written consent of the Owners of all the Bonds then Outstanding; (iii) modify or amend the provisions of the Indenture relating to amendments thereto or the definition of “Required Bond Owners” without the prior written consent of the Owners of all the Bonds then Outstanding; (iv) change any provisions in the Indenture or the Accounts Agreement in a manner that would alter the pro rata sharing of payments or the flow of funds provisions required thereunder without, in each case, the written consent of the Owners directly affected thereby; (v) release all or substantially all the Collateral from the liens and security interests created by the Indenture and the other Collateral Documents without the written consent of the Owners of all the Bonds then Outstanding (other than in connection with any sale of the applicable Collateral permitted by the Collateral Documents, including without limitation, any substitution or release of Additional Project Property in accordance with Section 7.01 of the Ground Lease); (vi) with respect to the Series 2023__ Bonds, postpone the scheduled maturity date of any Series 2023__ Bond or any date for the payment of any interest or fees payable under the Series 2023__ Bond Purchase Agreement, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled expiration date of any Commitment, in each case, without the written consent of the Series 2023__ Bond Owner directly affected thereby; or (vii) with respect to the Series 2023__ Bonds, increase the Commitment of any Purchaser under the Series 2023__ Bond Purchase Agreement to purchase Series 2023__ Bonds without the written consent of the Purchaser directly affected thereby.
The Indenture contains provisions permitting the Authority to make provision for the payment of interest on, and the principal and premium, if any, of any of the Bond so that such Bonds shall no longer be deemed to be outstanding under the terms of the Indenture.
All obligations of the Authority under the Indenture shall be special obligations of the Authority, payable solely from Lease Revenues and the other assets pledged therefor under the Indenture; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments, other Lease Revenues and the other assets pledged therefor under the Indenture and the other Collateral Documents. Neither A-5
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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.
IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its behalf by the facsimile signatures of its Chair and Secretary, all as of the Dated Date identified above.
ANAHEIM PUBLIC FINANCING AUTHORITY
By:
Chair
Attest:
Secretary
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2023__ Bonds described in the within-mentioned Indenture and registered on the Registration Books.
Date: _______________ U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
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[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office.
Secretary of the Anaheim Public Financing Authority
[FORM OF ASSIGNMENT]
For value, received the undersigned hereby sells, assigns and transfers unto ____________________________________________ whose address and social security or other tax identifying number is ______________________, the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ____________________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.
Dated: ____________________
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an
eligible guarantor.
Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the
face of the within pond in every particular
without alteration or enlargement or any change
whatsoever.
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Purchase and Payment Grid
Principal Payment Grid
Date of Purchase Type of Purchase
Principal Amount
Purchased
Date of Principal
Payment(1)
Unpaid Principal
Balance
Interest
Period End
Date(2)
$ $
_____________________
(1) Including any optional or mandatory redemption.
(2) Only applicable to Term Benchmark Purchases.
Interest Payment Grid
Interest Payment Date Interest Payment
$
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EXHIBIT B
DESCRIPTION OF PROJECT
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EXHIBIT C
FORM OF INVESTOR LETTER
_______, 20__
[Date]
Anaheim Public Financing Authority
[______________]
Attention: ______________
Facsimile: (___) _________
Email: __________
City of Anaheim
[______________]
Attention: ______________
Facsimile: (___) _________
Email: __________
With a copy to:
U.S. Bank Trust Company, National Association, as Trustee [______________]
Attention: ______________
Facsimile: (___) _________
Email: __________
and
JPMorgan Chase Bank, National Association
383 Madison Avenue, NY1-M076
New York, New York 10179
Attention: James Millard
Facsimile: (917) 456-3538
Email: __________
Re: Anaheim Public Financing Authority
Taxable Lease Revenue Bonds
(Anaheim Arena Improvement Project)
2023 Series __
Ladies and Gentlemen:
This letter is to provide the Anaheim Public Financing Authority (“you” or the “Authority”) with certain representations and agreements with respect to our purchase of all of the above- referenced bonds (the “Series 2023__ Bonds”), dated their date of issuance. The Series 2023__ Bonds are issued under and secured in the manner set forth pursuant to (i) the Master Indenture, dated as of ____________, 2023, by and among the Authority, the City of Anaheim (the “City”) and C-2
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U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the _______ Supplemental Indenture, dated as of ____________, 2023, by and among the Authority, the City and the Trustee (as so supplemented, the “Indenture”), and (ii) the Assignment Agreement, dated as of ____________, 2023, by and between the Authority and the Trustee (the “Assignment Agreement”). [Transferee] (the “Transferee”, the “undersigned”, “us” or “we”, as applicable) is purchasing the Series 2023__ Bonds pursuant to that certain Revolving Bond Purchase Agreement, dated as of [_________,] 2023 (the “Series 2023__ Bond Purchase Agreement”), by and among the Authority, the City and JPMorgan Chase Bank, National Association. Capitalized terms used but not defined herein shall have the meanings given to them in the Series 2023__ Bond Purchase Agreement. We hereby represent and warrant to you and agree with you as follows:
1. We understand that the Series 2023__ Bonds have not been registered pursuant to the Securities Act of 1933, as amended (the “1933 Act”), the securities laws of any state nor has the Indenture been qualified pursuant to the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions set forth therein. We acknowledge that the Series 2023__ Bonds (i) are not being registered or otherwise qualified for sale under the “blue sky” laws and regulations of any state, (ii) will not be listed on any securities exchange, and (iii) will not carry a rating from any rating service.
2. We have not offered, offered to sell, offered for sale or sold any of the Series 2023__ Bonds by means of any form of general solicitation or general advertising, and we are not an underwriter of the Series 2023__ Bonds within the meaning of Section 2(11) of the 1933 Act.
3. We have sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other taxable lease revenue bond obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the Series 2023__ Bonds.
4. We have authority to purchase the Series 2023__ Bonds and to execute this letter and any other instruments and documents required to be executed by the purchaser in connection with the purchase of the Series 2023__ Bonds.
5. The undersigned is a duly appointed, qualified and acting representative of the Transferee and is authorized to cause the Transferee to make the certifications, representations and warranties contained herein by execution of this letter on behalf of the Transferee.
6. The Transferee is a “qualified institutional buyer” as defined in Rule 144A promulgated under the 1933 Act and is able to bear the economic risks of such investment.
7. The undersigned understands that no official statement, prospectus, offering circular, or other comprehensive offering statement is being provided with respect to the Series 2023__ Bonds. The undersigned has made its own inquiry and analysis with respect to the Authority, the City, the Series 2023__ Bonds and the security therefor, and other material factors affecting the security for and payment of the Series 2023__ Bonds.
8. The undersigned acknowledges that it has either been supplied with or been given access to information (including financial statements and other financial information) C-3
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regarding the Authority, the City, the Manager and the Project, to which a reasonable investor would attach significance in making investment decisions, and has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Authority, the Series 2023__ Bonds and the security therefor, so that as a reasonable investor, it has been able to make its decision to purchase the Series 2023__ Bonds.
9. The Series 2023__ Bonds are being acquired by the Transferee for investment for its own account and not with a present view toward resale or distribution; provided, however, that the Transferee reserves the right to sell, transfer or redistribute the Series 2023__ Bonds, but agrees that any such sale, transfer or distribution by the Transferee shall be to a Person:
(a) that is an affiliate of the Transferee;
(b) that is a trust or other custodial arrangement established by the Transferee or one of its affiliates, the owners of any beneficial interest in which are limited to qualified institutional buyers; or
(c) that the Transferee reasonably believes to be a qualified institutional buyer.
Very truly yours,
[PURCHASER]
By:
Name:
Title: