4901-6909-4716.3
ESCROW AGREEMENT
by and between
CITY OF BAKERSFIELD, CALIFORNIA
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee and Escrow Agent
relating to:
City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2015A
Dated [August] [21], 2025
4901-6909-4716.3
ESCROW AGREEMENT
THIS ESCROW AGREEMENT , dated [August] [21], 20 25 (this “ Escrow Agreement”), is made by and between the CITY OF BAKERSFIELD, CALIFORNIA , a charter city and municipal corporation organized and existing under the Constitution o f the State of California (the “ City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor to U.S. Bank National Association) , a national banking association, as truste e under the hereinafter defined Master Indenture and Fourth Supplemental Indenture, and as escrow agent (the “Trustee/Escrow Agent”).
W I T N E S S E T H :
WHEREAS, the City has previously issued its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2015A (the “Series 2015A Bonds”), pursuant to the Master Trust Indenture, dated as of August 1, 2007 (the “ Master Indenture”), by and between the City and the Trustee/Escrow Agent, as trustee, and the Fourth Supplemental Trust Indenture, dated as of August 1, 20 15 (the “Fourth Supplemental Indenture”), by and b etween the City and the Trustee/Escrow Agent, as trustee; and
WHEREAS, the City is, simultaneously with the execution of this Escrow Agreement, issuing $ [PAR] aggregate principal amount of its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “ Series 2025A Bonds”) under the terms of the Master Indenture and a Sixth Supplemental Trust Indenture, dated as of [August] 1, 2025 (the “Sixth Supplemental Indenture”), by and between the City and the Trustee/Escrow Agent, as trustee; and
WHEREAS, the Series 2025A Bonds are being issued, and will be used along with other legally available moneys of the City, to current refund and defease the Series 2015A Bonds set forth in Exhibit A attached hereto (the “Refunded Bonds”).
NOW, THERE FORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
Section 1. Creation of Escrow Fund . There is hereby created and established with the Trustee/Escrow Agent a special and irrevocable escrow fund designated “City of Bakersfield, California Wastewater Revenue Refunding Bonds Series 2015A Escrow Fund” (herein referred to as the “ Escrow Fund”) to be held in the custody of the Trustee/Escrow Agent in trust under this Escrow Agreement for the bene fit of the owners of the Refunded Bonds. Except as otherwise provided in Section 5 hereof, the City shall have no interest in the funds or investments held in the Escrow Fund.
Section 2. Deposit to the Escrow Fund.
(a) Concurrently with the execution and delivery of thi s Escrow Agreement, the City hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall,
4901-6909-4716.3 2
deposit the sum of (i) $[∙] derived from the proceeds of the sale of the Series 2025A Bonds (which t he City shall transfer or cause to be transferred to the Trustee/Escrow Agent on [August] [21], 2025), and (ii) $[10,260,000] derived from legally available funds from the Wastewater Treatment Fund (which the City shall transfer or caused to be transferred to the Trustee/Escrow Agent on or before [August] [21], 2025) to the Escrow Fund for the purpose of defeasing and current refunding the Refunded Bonds. (b) The Trustee/Escrow Agent her eby acknowledges receipt of $ [∙], as described in subsections 2(a)(i) and 2(a)(ii) above, and that such amounts were deposited in the Escrow Fund.
(c) The City hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall, on [August] [21], 2025, use $[∙] on deposit in the Escrow Fund to purchase the securities described in Schedule I attached hereto (the “Initial Government Securities”), and shall retain $[∙] in the Escrow Fund as a beginning cash balance.
Section 3. Investment of Escrow Fund . The Trustee/Escrow Agent shall purchase the Initial Government Securities as provided in Section 2 hereof and shall hold such Initial Government Securities, any beginning cash balances and any earnings received thereon and any reinvestment thereof created by this Escrow Agreement and disburse s uch amounts as provided herein. The Trustee/Escrow Agent shall collect amounts due and shall sell or otherwise liquidate investments in the Escrow Fund as needed to make the payments and transfers required by this Escrow Agreement and may substitute different Government Securities, as defined and subject to the terms and limitations of Section 7 hereof, for the Initial Government Securities but otherwise shall have no power or duty to sell, transfer, request the redemption of or otherwise dispose of the Initial Government Securities.
Section 4. Creation of Lien on Escrow Fund . The deposit of the moneys , the Initial Government Securities and any other Government Securities in the Escrow Fund shall constitute an irrevocable deposit in trust for the benefit of the holde rs of the Refunded Bonds. The holders of the Refunded Bonds are hereby granted an express lien on the Escrow Fund and all moneys and investments from time to time held therein for the payment of amounts described in Section 5 hereof.
Section 5. Use of Escrow Fund. The Trustee/Escrow Agent shall withdraw the amounts described in Schedule I I attached hereto on the dates described in such Schedule II from the Escrow Fund and use such amounts in its capacity as Trustee for the Refunded Bonds to pay the principal of and interest on the Refunded Bonds as directed pursuant to the Fourth Supplemental Indenture.
The Trustee/Escrow Agent shall retain all unclaimed moneys, together with interest thereon, in the Escrow Fund and shall invest such unclaimed moneys as directed in w riting by an Authorized City Representative (as defined in the Master Indenture). At such time as the City delivers to the Trustee/Escrow Agent written notice that no additional amounts from the Escrow Fund will be needed to pay/redeem the Refunded Bonds, or on [September 25], 2025, the Trustee/Escrow Agent shall transfer all amounts then remaining in the Escrow Fund to the
4901-6909-4716.3 3
Interest Account of the Series 2025A Debt Service Fund, established under the Master Indenture and the Sixth Supplemental Indenture to be used to pay interest on the Series 2025A Bonds, and thereafter the holders of the Refunded Bonds shall look only to the City for payment and the Trustee/Escrow Agent shall have no responsibility or liability whatsoever with respect to any of such moneys. At such time as no amounts remain in the Escrow Fund, such fund shall be closed.
Section 6. Notice of Defeasance/Redemption of Refunded Bonds. By the execution of this Escrow Agreement and delivery hereof to the Trustee/Escrow Agent , the City hereby delivers notice to the Trustee/Escrow Agent pursuant to the Fourth Supplemental Indenture and the Master Indenture that the City wishes to defease and redeem the Refunded Bonds. The Trustee/Escrow Agent agrees to give or cause to be given notice of such defeasance an d redemption at such times and in such manner as provided in the Master Indenture and the Fourth Supplemental Indenture to the owners of the Refunded Bonds, including, (a) notice of defeasance of the Refunded Bonds (a form of which is attached hereto as Exhibit B ), to be immediately mailed to the Depository Trust Company , as required by Article VII of the Master Indenture; and (b) at least 30 but no more t han 60 days prior to [September 25, 2025], notice of redemption of the Refunded Bonds (a form of which is attached hereto as Exhibit C) as required pursuant to Section 3.01 of the Fourth Supplemental Indenture.
Section 7. Reinvestment; Substitution of Government Securities . EXCEPT AS
SPECIFICALLY PROVIDED BELOW, THE TRUSTEE/ESCROW AGENT MAY NOT SELL,
TRANSFER, REQUES T THE REDEMPTION OF OR OTHERWISE DISPOSE OF THE INITIAL GOVERNMENT SECURITIES.
Interest income and other amounts received by the Trustee/Escrow Agent as payments on the Initial Government Securities held in the Escrow Fund shall be held as part of the Es crow Fund to be used for the purposes set forth in Section 5 hereof and may be invested by the Trustee/Escrow Agent at the written direction of the City; provided that (a) such amounts may only be invested in Government Securities as defined in this Sectio n 7; and (b) such investments shall have maturities which do not extend beyond the date on which the moneys so invested will be needed to make payments required by Section 5 hereof.
Upon the fulfillment of the conditions set forth in this Section 7, the Tr ustee/Escrow Agent at the written direction of the City may sell, liquidate or otherwise dispose of some or all of the Initial Government Securities then held as an investment of the Escrow Fund and reinvest the proceeds thereof, together with other moneys held in the Escrow Fund in different Government Securities; provided that no such substitution shall occur unless the City shall first deliver to the Trustee/Escrow Agent (a) an opinion by an independent certified public accountant that, after such reinve stment or substitution, the principal amount of the Government Securities then held in such Escrow Fund, together with the interest thereon and other available moneys therein, will be sufficient to pay the principal of and interest on the Refunded Bonds se cured by the Escrow Fund on the dates and in the amounts as required pursuant to this Escrow Agreement and the Fourth Supplemental Indenture; and (b) an opinion of nationally recognized bond counsel to the effect that such sale, liquidation or other dispos ition and substitution of different Government Securities is permitted under this Escrow Agreement, the Fourth Supplemental Indenture and the Master Indenture, and will not have any adverse effect with respect to the exemption of the interest on the Series 2025A Bonds or the Refunded Bonds from income
4901-6909-4716.3 4
taxation under the Internal Revenue Code of 1986, as amended; provided further that no opinions shall be required pursuant to this Section 7 with respect to the reinvestment of any moneys derived from Government Securities held in the Escrow Fund hereunder which have matured so long as such moneys are reinvested in Government Securities maturing not later than the dates such funds are required to pay the principal of and interest on the Refunded Bonds and the y ield on such Government Securities does not exceed the yield on the Series 2025A Bonds. “Government Securities ,” as used in this Escrow Agreement, means only noncallable direct obligations of, or obligations the principal of and interest on which are uncon ditionally guaranteed by the full faith and credit of, the United States of America, and which are limited to:
(i) U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series—”SLGS” and any stripped interest on the principal po rtion of such U.S. Treasury Certificates, Notes and Bonds);
(ii) Resolution Funding Corp. (REFCORP), only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book-entry form are acceptable; and
(iii) obligations, debentures, notes or other evidences of indebtedness issued or guaranteed by any of the following instrumentalities or agencies of the United States of America; Federal Home Loan Bank System; Federal Farm Credit Bureau; Federal National Mortgage Association; and Federal Home Loan Mortgage Corporation.
Section 8. Liability of Trustee/Escrow Agent.
(a) The Trustee/Escrow Agent shall not under any circumstance be liable for any loss resulting from any investment made pursuant to this Escrow Agreeme nt in compliance with the provisions hereof. The Trustee/Escrow Agent shall have no lien whatsoever on the Escrow Fund or moneys on deposit in the Escrow Fund for the payment of fees and expenses for services rendered by the Trustee/Escrow Agent under this Escrow Agreement or otherwise.
(b) The Trustee/Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of any moneys deposited into the Escrow Fund or the Initial Government Securities or any Government Securities purchase d at the direction of the City to pay the principal of and interest on the Refunded Bonds. (c) The City agrees that if for any reason the investments and moneys and other funds available to pay principal of and interest on the Refunded Bonds are insufficient t herefor, the City shall continue to be liable for payment therefor in accordance with the terms of the Master Indenture and the Fourth Supplemental Indenture.
(d) No provision of this Escrow Agreement shall require the Trustee/Escrow Agent to expend or risk its own funds.
4901-6909-4716.3 5
(e) The Trustee/Escrow Agent may consult with bond counsel to the City or with such other counsel of its own choice subject to reasonable approval by the City (which may but need not be counsel to the City) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action in accordance with such opinion of counsel.
(f) Whenever in the administration of this Escrow Agreement the Trustee/Escrow Agent shall deem it necessary or desirable that a matter be p roved or established prior to taking or not taking any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or misconduct on the part of the Trustee/Escrow Agent, be de emed to be conclusively proved and established by a certificate of an Authorized City Representative, and such certificate shall, in the absence of negligence or misconduct on the part of the Trustee/Escrow Agent, be full warrant to the Trustee/Escrow Agen t for any action taken or not taken by it under the provisions of this Escrow Agreement in reliance thereon. Except with respect to any future reinvestment or substitution of Government Securities as may be directed by the City as set forth in Section 7 hereof, the Trustee/Escrow Agent hereby represents that, as of the date hereof, it does not need any further certificate or direction from any other party in order to carry out the terms of this Escrow Agreement.
(g) The Trustee/Escrow Agent may conclusively re ly, as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided, and shall be protected and indemnified as set forth in Section 12 hereof, in acting , or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the Trustee/Escrow Agent signed or presented by the proper party, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion.
(h) The Trustee/Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. In no event shall the Trustee/Escrow Agent be liable for any special, indirect or consequential damages. (i) The Trustee/Escrow Agent shall not be responsible for any of the recitals or representations contained herein.
(j) The Trustee/Escrow Agent undertakes to perform only such duties as are expressly and specifically set forth in this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against the Trustee/Escrow Agent.
Section 9. Successor Trustee/Escrow Agent . Any corporation into which the Trustee/Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax -free reorganization to which the Trustee/Escrow Agent shall be a party or any corporation succeeding to the corporate trust business of the Trustee/Escrow Agent, shall be the successor Trustee/Escrow Agent under this Escrow Agreement without the execution or filing of any paper or any other act on the part of the parties hereto, anything herein to the contrary notwithstanding.
4901-6909-4716.3 6
Section 10. Termination. This Escrow Agreement shall terminate when all transfers and payments requ ired to be made by the Trustee/Escrow Agent under the provisions hereof shall have been made. Any deficiency in the amounts required to be paid hereunder shall be paid by the City. The City hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall, distribute any moneys remaining in the Escrow Fund at the time of such termination to the Interest Account of the Series 2025A Debt Service Fund, as required pursuant to Section 5 hereof.
Section 11. Tax-Exempt Nature of Interest on the Refunded Bond s. The City covenants and agrees for the benefit of the holders of the Refunded Bonds that it will not direct or permit any thing or act to be done in such manner as would cause interest on the Refunded Bonds to be included in the gross income of the reci pients thereof for federal income tax purposes under the Code, nor will it use any of the proceeds received from the sale of the Series 2025A Bonds, directly or indirectly, in any manner which would result in the Series 2025A Bonds being classified as “arbitrage bonds” within the meaning of the Code.
Section 12. Compensation and Indemnity of Trustee/Escrow Agent . For acting under this Escrow Agreement, the Trustee/Escrow Agent shall be entitl ed to payment of fees, acceptable to the City, for its services, including, without limitation, reasonable compensation for all services rendered in the execution, exercise and performance of any of the duties of the Trustee/Escrow Agent to be exercised or performed pursuant to the provisions of this Escrow Agreement, and all reaso nable expenses, disbursements and advances incurred in accordance with any provisions of this Escrow Agreement (including the reasonable compensation and expenses and disbursements of independent counsel, agents and attorneys -at-law or other experts employed by it in the exercise and performance of its powers and duties hereunder and out -of- pocket expenses including, but not limited to, postage, insurance, wires, stationery, costs of printing forms and letters and publication of notices of redemption); howe ver, such amount shall never be payable from or become a lien u pon the Escrow Fund, which fund shall be held solely for the purposes and subject to the liens set forth in Sections 4 and 5, respectively, hereof. To the extent permitted by law, the City agrees to indemnify and hold the Trustee/Escrow Agent, and its officers, agents and directors , harmless from and against all claims, suits and actions brought against it, or to which it is made a party, and from all costs, expenses (including reasonable attorneys’ fees of counsel reasonably acceptable to the City), losses and damages suffered by it as a result thereof, including the costs and expenses of defending against any such claims, suits or actions, where and to the extent such claim, suit or action ari ses out of the performance by the Trustee/Escrow Agent of its duties under this Escrow Agreement; provided, however, that such indemnification shall not extend to claims, suits and actions brought against the Trustee/Escrow Agent which result in a judgment being entered, settlement being reached or other disposition made based upon the Trustee/Escrow Agent's negligence or willful misconduct. The indemnification provided for in this Escrow Agreement shall never be payable from or become a lien upon the Escrow Fund, which Escrow Fund shall be held solely for the purpose and subject to the liens set forth in Sections 4 and 5, respectively, hereof. The obligations of the City under this Section 12 shall remain in effect and continue notwithstanding the termina tion of this Escrow Agreement and the resignation or the removal of the Trustee/Escrow Agent.
Section 13. Replacement and Resignation of Trustee/Escrow Agent . The City may remove the Trustee/Escrow Agent and/or the Trustee/Escrow Agent may resign pursuant to the
4901-6909-4716.3 7
provisions of Section 9.09 of the Master Indenture and the applicable provisions of the Fourth Supplemental Indenture.
Section 14. Third-Party Beneficiaries and Amendments. The owners of the Refunded Bonds are hereby recognized as third -party beneficiaries of this Escr ow Agreement to the extent of their interests in the Escrow Fund as set forth in Sections 4 and 5 hereof.
Section 15. Severability. If any one or more of the provisions of this Escrow Agreement should be determined by a court of competent jurisdiction to be contrary to law, such provision shall be deemed and construed to be severable from the remaining provisions herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement.
Section 16. Successors and Assigns . All of the covenants and agreements in this Escrow Agreement contained by or on behalf of the City or the Trustee/Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.
Section 17. Governing Law . This Escrow Agreement sha ll be governed by and construed in accordance with the laws of the State of California.
Section 18. Headings. Any headings preceding the text of the several Sections hereof, and any table of content appended to copies hereof, shall be solely for convenience of refere nce and shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect.
Section 19. Amendments. The City and the Trustee/Escrow Agent shall not modify this Escrow Agreement without the consent of all of the owners of t he Refunded Bonds affected by such modification which have not been paid in full.
Section 20. Counterparts. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument.
[Signature page follows]
S-1
4901-6909-4716.3
IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Agreement to be executed by their duly authorized officers as of the date first above written.
CITY OF BAKERSFIELD, CALIFORNIA
By:
Karen Goh, Mayor
APPROVED AS TO FORM:
By:
Virginia Gennaro, City Attorney
APPROVED AS TO CONTENT AND
COUNTERSIGNED:
By:
Randy McKeegan, Finance Director
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee/Escrow Agent
By
Authorized Officer
[Signature page to Escrow Agreement]
4901-6909-4716.3
EXHIBIT A
REFUNDED BONDS
City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2015A Bonds
Maturity Date
Principal
to be
Paid/Redeemed
Redemption
Price
Redemption
Date
CUSIP
Number
9/15/2025* $ 9,365,000 — — 05753P CC4
9/15/2026 9,885,000 100% [September 25], 2025 05753P CD2 9/15/2027 10,405,000 100 [September 25], 2025 05753P CE0 9/15/2028 11,030,000 100 [September 25], 2025 05753P CF7 9/15/2029 11,595,000 100 [September 25], 2025 05753P CG5 9/15/2030 12,195,000 100 [September 25], 2025 05753P CH3 9/15/2031 4,265,000 100 [September 25], 2025 05753P CJ9
* Defeased to maturity on closing date of Series 2025A Bonds.
4901-6909-4716.3
EXHIBIT B
FORM OF NOTICE OF DEFEASANCE
City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2015A
Notice is hereby given to the holders of the below listed City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2015A (the “Bonds”) that (i) there has been deposited with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as the trustee and escrow agent for the Bonds , moneys and investment securities as permitted by the Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”), by and between the City of Bakersfield, California (the “City”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Trust Indenture, dated as of August 1, 2015 (the “ Fourth Supplemental Indenture,” and together with the Master Indenture, the “Indenture”), by and between the City and the Trustee, the principal of and interest on which when due will provide moneys which, will be sufficient and available (i) on September 15, 2025, to pay the maturing principal of and interest due on the Bonds maturing on September 15, 2025, and (ii) on [September] [ 25], 2025 to redeem the Bonds maturing on September 15, 2026 though and including September 15, 2031 at a redemptio n price of 100% of the principal amount thereof and to pay the interest then due on such Bonds, and (iii) the Bonds are deemed paid for purposes of the Indenture. The Bonds consist of the following:
CUSIP
Number*
Maturity Date
(September 15)
Principal
Amount
Interest
Rate
05753P CC4 2025 $ 9,365,000 5.000%
05753P CD2 2026 9,885,000 5.000
05753P CE0 2027 10,405,000 5.000
05753P CF7 2028 11,030,000 5.000
05753P CG5 2029 11,595,000 5.000
05753P CH3 2030 12,195,000 5.000
05753P CJ9 2031 4,265,000 5.000
* Neither the City nor the Trustee /Escrow Agent shall be responsible for the selection or use of the CUSIP Numbers, nor is any representation made as to their correctness indicated in this Notice of Defeasance. They are included solely for the conven ience of the Bondholders.
Pursuant to the Indenture, at least 30 days, but not more than 60 days, prior to [September] [25], 2025, the Trustee will mail a redemption notice , with respect to the Bonds maturing on September 15, 2026 though and including September 15, 2031, to the Bondholders.
Dated this [22nd] day of [ August], 2025. [Provide notice to EMMA within 10 days of closing per Rule 15c2-12]
City of Bakersfield, California
U.S. Bank Trust Company, National Association, as
Trustee
4901-6909-4716.3
EXHIBIT C
FORM OF NOTICE OF FULL REDEMPTION
City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2015A
Issue Date: August 13, 2015
Redemption Date: [September] [25], 2025
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fourth Supple mental Trust Indenture, dated as of August 1, 20 15 (the “ Fourth Supplemental Indenture”), between the City of Bakersfield, California (the “City”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association ), a national banking association, as trustee (the “Trustee”) t he City has determined that $[59,375,000] aggregate principal amount of its outstanding City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2015A (the “Bonds”) shall be r edeemed on [September] [25], 2025 (the “Redemption Date”) at the redemption price of 100% of the principal amount thereof plus accrued interest thereon (the “Redemption Price”). The Bonds include the following:
CUSIP*
Maturity Date
(September 15) Rate Principal Amount
05753P CD2 2026 5.000% $ 9,885,000
05753P CE0 2027 5.000 10,405,000
05753P CF7 2028 5.000 11,030,000
05753P CG5 2029 5.000 11,595,000
05753P CH3 2030 5.000 12,195,000
05753P CJ9 2031 5.000 4,265,000
* The CUSIP Number provided in this notice is included solely for convenience of the Bondholder.
Neither the City nor the Trustee shall be responsible for the selection or use of the CUSIP Number, nor is representation made as to the correctness of the CUISP Number on the Bonds or appe aring in this notice of redemption.
Payment of the Redemption Price of and the interest accrued on the Bonds called for redemption will be paid upon presentation and surrender in the following manner:
U.S. Bank Trust Company, National Association
Global Corporate Trust Services
111 Fillmore Avenue E
St. Paul, MN 55107
1-800-934-6802
Bondholders presenting their Bonds in person for same day payment must surrender their bond(s) by 1:00 P.M. CST on the Redemption Date and a check will be available for pick up after 2:00 P.M. CST. Checks not picked up by 4:30 P.M. CST will be mailed out to the bondholder via first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond, you are not required to endorse the Bond to col lect the Redemption Price.
Interest on the principal amount designated to be redeemed shall cease to accrue on and after the Redemption Date.
For a list of redemption requirements please visit our website at www.usbank.com/corporatetrust and click on the “Bondholder Information” link for Redemption instructions. You may also contact our Bondholder Communications team at 1-800-934-6802 Monday through Friday from 8 AM to 6 PM CST.
C-2
4901-6909-4716.3
IMPORTANT NOTICE
Federal law requires U.S. Bank Trust Company, National Ass ociation, as Trustee , to withhold taxes at the applicable rate from the payment if an IRS Form W -9 or applicable IRS Form W -8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions.
Neither the City nor U.S. Bank Trust Company, National Association, as Trustee, shall be held responsible for the selection or use of the CUSIP numbers nor is any representation made as to the correctness of such numbers herein or on the Bonds. Such CUSIP Numbers are included solely for the convenience of the bondholders.
By U.S. Bank Trust Company, National Association, as Trustee
4901-6909-4716.3
SCHEDULE I
INITIAL GOVERNMENT SECURITIES
4901-6909-4716.3
SCHEDULE II
PAYMENT REQUIREMENTS FOR REFUNDED BONDS
Payment Date Principal Interest Total