AMENDMENT No. 2 TO BOND PURCHASE AGREEMENT
AMENDMENT No. 2 TO BOND PURCHASE AGREEMENT, dated as of March _, 2026 (this "Amendment"), by and among ANAHEIM PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the "Authority"), 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"), THE PURCHASERS PARTY HERETO (the "Purchasers"), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent").
The Authority, the City, the Purchasers, and the Administrative Agent are sometimes collectively referred to as the "Parties" and each individually as a "Party".
RECITALS
WHEREAS, the Parties are party to the Bond Purchase Agreement, dated as of July 25, 2024, as amended by Amendment No. 1 thereto dated as of August 1, 2024 (as in effect immediately prior to the date hereof, the "Existing Bond Purchase Agreement" and, as amended hereby and as otherwise further amended, supplemented or otherwise modified from time to time hereafter, the "Bond Purchase Agreement");
WHEREAS, the Authority and the City now request the undersigned Purchasers to authorize the Administrative Agent to waive any Default or Event of Default that has arisen or would arise under the Existing Bond Purchase Agreement and the other Financing Documents as a result of the Project failing to be substantially completed by the Scheduled Completion Date in accordance with Section 9. 01(r) of the Existing Bond Purchase Agreement (the "Existing Events of Default"); WHEREAS, the Parties wish to make certain amendments to the Existing Bond Purchase Agreement as and to the extent set forth herein; and
WHEREAS, this Amendment shall constitute a Financing Document and these Recitals shall be construed as part of this Amendment.
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 hereto hereby agree as follows:
1. Definitions* Construction. Except to the extent otherwise specified herein, capitalized terms used in this Amendment shall have the same meanings ascribed to them in the Bond Purchase Agreement. The rules ofconstmction set forth in Section 1. 03 (Construction) of the Bond Purchase Agreement are hereby incorporated by reference herein, mutatis mutandis.
2. Limited Waiver and Consent.
2. 1. The undersigned Purchasers, constituting the Required Purchasers, hereby authorize and direct the Administrative Agent to waive the Existing Events of Default. This is a limited waiver, which shall be effective only with respect to the Existing Events of Default. Such waiver shall not be deemed a waiver of any Default or Event of Default (other than the Existing Events of Default) that has occurred or exists under the Existing Bond Purchase Agreement or any other Financing Document or hereafter may occur under the Existing Bond Purchase Agreement or AMERICASACTrVE:22248993.3
any other Financing Document, or to establish a custom or course of dealing among the Parties, or any of them.
2.2. Pursuant to and accordance with Section 12. 03(a) of the Existing Bond Purchase Agreement, the undersigned Purchasers, constituting the Required Purchasers, hereby direct the Administrative Agent to enter into that certam Amendment No. 1 to Constmction Draw Agreement, substantially in the fonn attached hereto as Exhibit A.
3. Amendment. With effect from the date hereof, the Parties hereto hereby agree to amend the Existing Bond Purchase Agreement such that the definition of "Scheduled Completion Date" in Section 1. 01 (Certain Defined Terms) of the Existing Bond Purchase Agreement is hereby deleted in its entirety and replaced with the foUowing:
"Scheduled Completion Date" means (a) with respect to the Parking/Signage portion of the Project, the scheduled date for Final Completion of the Parking/Signage, which shall be no later than June 25, 2027 for Parking Deck B, Parking Deck C, Parking Deck D and the Spectaculars; and (b) with respect to the Arena Renovations portion of the Project, the scheduled date for Final Completion of the Arena Renovations agreed to in writing by the Administrative Agent, the Manager and the Developer and provided to the Tmstee.
4. Reference to and Effect U on the Bond Purchase A reement and other Financin Documents. The parties hereto hereby acknowledge and agree as follows:
4. 1. Except for the amendment in Section 3 above, ati of the other terms and conditions of the Bond Purchase Agreement and each other Fmancing Document shall remain in full force and effect and are hereby ratified and confirmed in all respects.
4. 2. As of the date hereof, each reference in the Bond Purchase Agreement to "this Agreement", "hereunder", "hereof, "herein" or words of similar import shall mean and be a reference to the Existing Bond Piirchase Agreement as amended by this Amendment, and each reference to the Bond Purchase Agreement in any other Financing Document shall mean and be a reference to the Existing Bond Purchase Agreement as amended by this Amendment.
4.3. This Amendment constiftjtes a Financing Document.
5. Costs and Ex enses. As provided in Section 10. 01 (Expenses) of the Bond Purchase Agreement, the Authority shall pay all reasonable out-of-pocket expenses incurred by the Administrative Agent (includmg the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the preparation, execution and delivery of this Amendment. All amounts due under this Section 4 shall be paid by the Authority solely from the Account Collateral and the Lease Revenues available therefor.
6. GOVERNING LAW. Tms AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OP THE STATE OF CALIFORNIA WITHOUT GIVENG EFFECT TO CONFLICTS OF LAWS PROVISIONS; PROVIDED THAT THE OBLIGATIONS OF THE ADMINISTRATIVE AGENT AND EACH PURCHASER UNDER TfflS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
AMEKICASACTrVE:22248993.3
7. Headin s. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
8. Counter arts- Electronic Execution. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by e-mail with a pdf copy or other replicating image attached, will be effective as delivery of a manually executed counterpart of this Amendment, and any printed or copied version of any signature page so delivered will have the same force and effect as an originally signed version of such signature page.
[Signature Pages Follow}
AMERICASACTIVE:22248993.3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
ANAHEEVI PUBLIC FBNANCING AUTHORITY
ATTEST:
City Clerk
By:
Treasurer
ATTEST:
Secretary
Ciry OF ANAHEEM
By
Finance Director
APPROVED AS TO FORM:
ANAHEIMCI Y nORNHY's OFFICE
B
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Administa-ative Agent
Name: James G. Millard
Title: Executive Director
JPlVtORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Purchaser
Name: James G. Millard
Title: Executive Director
[Signature Page to Amendment No. 2 to Bond Purchase Agreement] AMERICASACTrVE:22248993.3
BANK OF AMERICA, N.A.,
as Purchaser
By:
Name: Monica Sevila
Title: Senior Vice President
[Signature Page to Amendment No. 2 to Bond Purchase Agreement] AMERICASACTF/E:22248993.3
Exhibit A
Form of Amendment No. 1 to Construction Draw Agreement
AMERICASACTIVE:22248993.3
AMENDMENT NO. 1 TO CONSTRUCTION DRAW AGREEMENT
AMENDMENT NO. 1 TO CONSTRUCTION DRAW AGREEMENT, dated as of March 2026 (this "Amendment"), by and among by and among ANAHEEVI ARENA MANAGEMENT, LLC, a limited liability company duly organized and existing under the laws of the State of California (together with its permitted successors and permitted assigns in such capacity, the "IManager"), ANAHEIM REAL ESTATE PARTNERS, LLC, a limited liability company duly organized and existmg under the laws of the State of California (together with its permitted successors and pennitted assigns in such capacity, the "Developer"), 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, not in its individual capacity but solely in its capacity as trustee for the Bondholders (together with its successors in such capacity, the "Trustee"), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as administrative agent for the Series 2024A Bondholders (together with its successors and assigns in such capacity, the "Administrative Agent"). The Manager, the Developer, the Tmstee, and the Administrative Agent are sometimes collectively referred to as the "Parties" and each individually as a "Party".
RECITALS
WHEREAS, the Parties are party to the Construction Draw Agreement, dated as of July 25, 2024 (as in effect immediately prior to the date hereof, the "Existing Construction Draw Agreement" and, as amended hereby and as otherwise further amended, supplemented or otherwise modified from time to time hereafter, the "Construction Draw Agreement"); WHEREAS, the Parties wish to make certam amendments to the Existing Constmction Draw Agreement as and to the extent set forth herein; and WHEREAS, this Amendment shall constitute a Financing Document and these Recitals shall be constmed as part of this Amendment.
NOW, THEREFORE, m 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 hereto hereby agree as follows:
AMERICASACTrVE:22248422.3
1. Definitions' Construction. As used in this Amendment the following tenns have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa). All capitalized terms not otherwise defined herein shall have the meanings attributed to them in the Indenture, the Bond Purchase Agreement or the Covenant Agreement, as applicable (provided that if a conflict exists regarding a defmed temi between the Indenture, the Bond Purchase Agreement and the Covenant Agreement, the meaning assigned to such tenn in the Indenture shall control).
2. Amendment. With effect from the date hereof, the Parties hereto hereby agree to delete in their entirety the definitions of "Outside Completion Date" and "Scheduled Completion Date" in Section 1. 1 of the Existing Constmction Draw Agreement and replace them with the following:
"Outside Completion Date" means (a) with respect to the Parking/Signage portion of the Project, July 25, 2027 for Parking Deck B, Parkmg Deck C, Parking Deck D and the Spectaculars; and (b) with respect to the Arena Renovations portion of the Project, the outside completion date agreed to in writing by the Adminisfa-ative Agent, the Manager and the Developer.
"Scheduled Completion Date" means (a) with respect to the Parking/Signage portion of the Project, the scheduled date for Final Completion of the Parking/Signage, which shall be no later than June 25, 2027 for Parking Deck B, Parking Deck C, Parking Deck D and the Spectaculars; and (b) with respect to the Arena Renovations portion of the Project, the scheduled date for Final Completion of the Arena Renovations agreed to in writing by the Administrative Agent, the Manager and the Developer and provided to the Trustee.
3. Reference to and Effect U on the Construction Draw A reement and other Financin Documents. The Parties hereto hereby acknowledge and agree as follows:
3. 1. Except for the amendment in Section 2 above, all of the other terms and conditions of the Construction Draw Agreement and each other Financmg Document shall remain in full force and effect and are hereby ratified and confumed in all respects.
3.2. As of the date hereof, each reference in the Constmction Draw Agreement to "this Agreement", "hereunder", "hereof, "herein" or words of similar import shall mean and be a reference to the Existing Constmction Draw Agreement as amended by this Amendment, and each reference to the Construction Draw Agreement in any other Financing Document shall mean and be a reference to the Existing Construction Draw Agreement as amended by this Amendment.
3.3. This Amendment constitutes a Financing Document.
4. Costs and Ex enses. As provided in Section 10.01 (Expenses) of the Bond Purchase Agreement, the Authority shall pay all reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the preparation, execution and delivery of this Amendment. All amounts due under this Section 4 shall be paid by the Authority solely fi-om the Account Collateral and the Lease Revenues available therefor.
AMERICASACTrVE:22248422.3
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT ORBING EFFECT TO CONFLICTS OF LAWS PROVISIONS; PROVIDED THAT
THE OBLIGATIONS OF THE ADMINISTRATIVE AGENT UNDER THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
6. Headin s. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7. Counter arts' Electronic Execution. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instmment. Delivery of an executed counterpart to this Amendment by electronic transmission in "pdf format shall be as effective as delivery of a manually signed original.
[Signature Pages Follow]
AMERICASACTrVE:22248422.3
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
ANAHEIM ARENA MANAGEMENT, LLC,
as Manager
By:
Name: William Foltz
Title: Chief Executive Officer
ANAHEIM REAL ESTATE PARTNERS, LLC,
as Developer
By:
Name: William Foltz
Title: Chief Executive Officer
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Tmstee
By
Authorized Officer
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Administrative Agent
By:
Name: James G. Millard
Title: Executive Director
[Signature Page to Amendment No. 1 to Constaiiction Draw Agreement] AMER[CASACTIVE:22248422.3