CleanPowerSF Sfpuc Commission
February 11, 2025

Nikolai J. Sklaroff,
Capital Finance Director
February 11, 2025
Water and Power Enterprise Interim
Funding Program Credit Facilities
Agenda
• Interim Funding Programs
• Water Credit Facility Amendment and New
Credit Facilities
• Series A-1(Amend), A-4 (New)
• Power Credit Facilities
• Series A-3 (New)
• Commission Authorization
2 3
Interim Funding Programs
• General Overview of Interim Funding Program was
provided during January 14, 2025, Commission
Meeting
o In summary, the Interim Funding Program provides a cost- efficient means of releasing capital appropriation on
Controller's Reserve, a means of funding capital needs by only borrowing debt as needed through issuance of
Commercial Paper or borrowing on revolving lines of credit, and a means of aggregating borrowing needs until long-term bonds are issued
• This presentation combines approval of two facilities for the Water Enterprise under one resolution and one
facility for the Power Enterprise under a separate
resolution. We will return for approval of two additional facilities for each enterprise at the February 25th
meeting.
4 Interim Funding Program
(Water Enterprise)
• Authorized for $500 million previously
• $250 million of Additional Authorization Approved by
Commission, BOS and Mayor Effective December 25, 2024
• Existing Facilities: three series ($400 million) for Commercial Paper (CP); one ($100 million) for Revolving Credit Line:

Series
Amount
($millions) Credit Facility Bank Facility Type
Expiration
Date
A-1 100 Sumitomo Mitsui Bank Letter of Credit 5/16/25
A-2 200 Sumitomo Mitsui Bank Letter of Credit 6/14/27
A-3 100 Barclay’s Bank Letter of Credit 7/15/27
R-1 100 US Bank Revolving Credit
Agreement
7/16/27
$500 Subtotal: Existing Facilities Under Prior Authorization 250 Unutilized New Authorization
$750 Total Program Authorization
5 Solicitation of Credit Facilities
• SFPUC and its municipal advisors, Backstrom McCarley
Berry & Co., LLC conducted a competitive solicitation
for credit facilities for additional Water interim
funding facilities, a replacement for an expiring Water facility, as well as for additional Power interim
funding facilities.
• The SFPUC solicited bids from the City’s pre-qualified pool of credit providers (currently maintained by the
Airport Commission) and received responses from
seven banks, including banks new to the SFPUC's credit
portfolio
• Following evaluation of the proposals, and successful negotiation of terms with the selected providers, Staff recommends the following proposed credit facilities.
6 Amended & New Credit Facilities
(Water Interim Funding Program)
• Staff recommends the following proposed credit facilities for the Water Interim Funding Program:

Expiring Facility Expiring Fee Proposed
Facility
Proposed Fee
(Level 1) Tenor
Short-Term
Bank
Ratings
A-1, Sumitomo
Mitsui Bank
Corp Letter of
Credit ($100
million)

0.33%
A-1, Sumitomo
Mitsui Bank Corp.

Letter of Credit
($100 million)

0.32% or
approx. $355k
per year
5 years
P-1, A-1,
and F1
n/a n/a
A-4, PNC Bank,
Letter of Credit
($150 million)

0.30% or
approx. $496k
per year
3 years
P-1, A-1,
and F1
7 Interim Funding Program
(Power Enterprise)
• Authorized for $250 million of interim financing previously • $200 million of Additional Authorization Approved by
Commission, BOS and Mayor effective December 31, 2024
• Existing facilities consist of two series (totaling $250 million) backed by Letters of Credit for Commercial Paper (CP):

Series
Amount
($millions) Credit Facility Bank Facility Type
Expiration
Date
A-1 125 Bank of America Letter of Credit 3/6/26
A-2 125 Bank of America Letter of Credit 3/6/26
$250 Sub-Total: Existing Facilities under Prior Authorization 200 Unutilized New Authorization
$450 Total Program Authorization
8 New Credit Facilities
(Power Interim Funding Program)
• Based on the same RFP and process employed for
the Water Enterprise facilities, Staff recommends the
following proposed new credit facility for the Power
Enterprise:

Proposed Facility Proposed Fee
(Level 1) Tenor Short-Term
Bank Ratings
A-3, Sumitomo Mitsui Bank
Corp. Letter of Credit
($100 million principal)

0.32%, approx.
$355k per year 5 years P-1, A-1, and F-1
9 Additional Facility Terms
• Proposed facilities may be extended up to nine years
total
• The SFPUC also may (and typically does) solicit the
best pricing available prior to replacing or extending a facility
• Letter of Credit Facility fees are paid while the facility is in place, however interest and fees on Commercial
Paper is only paid to the extent Commercial Paper is
issued and until it is paid.
10 Additional Pricing Terms
• Pursuant to the terms of each agreement, Letter of
Credit fees are subject to increase (as specified in the respective credit facility agreement) in the event the
SFPUC's respective enterprise bond rating is
downgraded.
• Provide low-cost interim funding:
o Approximately 3-4% all-in Commercial Paper
borrowing rate in today's market (interest rate
(coupon) + credit facility fees + dealer fees)
o Credit agreements such as revolvers provide direct
bank loans at a predetermined spread to a
benchmark index (ex. SOFR or SIFMA) plus credit
facility fee
11 Recommended Commission Action
(Water Series A-1 and A-4)
• Series A-1: Request to approve Forms of First Amendment to the Reimbursement Agreement with SMBC ($100 million
principal)
• First Amendment to the Reimbursement Agreement
• Amended and Restated Fee Letter Agreement
• Series A-4: Request to approve Forms of the Reimbursement Agreement with PNC Bank ($150 million principal)
• Reimbursement Agreement
• Fee Letter Agreement
• Proposed Form of Amendment to Dealer Agreement with JP Morgan, Wells Fargo, and Bank of America
• Proposed Form of Issuing and Paying Agent Agreement for Series A-4/A-4-T with US Bank
• Form of updated Offering Memorandum for the issuance of commercial paper
12 Recommended Commission Action
(Power Series A-3)
• Series A-3: Request to approve Form of Revolving
Credit Agreement for a Not to Exceed Principal amount of $100 Million with Sumitomo Mitsui Bank Corp:
• Reimbursement Agreement
• Fee Letter Agreement
• A proposed First Amendment to Dealer Agreements with
Barclays, Goldman Sachs, and RBC Capital Markets
• A proposed Second Amended and Restated Issuing
Paying Agent Agreement with US Bank
• Form of updated Offering Memorandum for the issuance
of commercial paper
13 Questions

AGENDA ITEM
Public Utilities Commission
City and County of San Francisco

DEPARTMENT Financial Services AGENDA NO. 9 MEETING DATE February 11, 2025
Calendar: Regular Calendar
Project Manager: Nikolai J. Sklaroff
Approve New Credit Facility for Interim Funding of Power Enterprise Capital Program

Summary of Proposed
Commission Action
Approve, in support of the San Francisco Public Utilities Commission’s Power Enterprise Interim Funding Program, the (1) form of Reimbursement Agreement with Sumitomo Mitsui
Banking Corporation ( SMBC) in the aggregate principal amount not to exceed $100 million (exclusive of 270 days’ interest) and form of related Fee Agreement ; (2) form of Second Amended and Restated Issuing and Payment Agent Agreement ; (3) form of First Amendment to Dealer Agreement; and (4) Offering Memorandum; and authorize the General Manager to enter into an agreement with SMBC for a new Letter of Credit.

Agenda Title: Approve New Credit Facility for Interim Funding of Power Enterprise Capital Program Commission Meeting Date: February 11, 2025

Background, Description
of Scope of Services, and
Agreement Terms:

The San Francisco Public Utilities Commission (SFPUC) manages short-term (or interim) funding of its Power Enterprise ’s capital program through the periodic issuance of commercial paper (CP) notes or accessing available lines of credit, as needed.

CP is a form of flexible, short -term financing that takes advantage of short -term rates from 1 to 270 days. In today’s market, CP results in an approximate all -in borrowing rate of between 3% and 4%, which rate includes (i) interest paid to investors and (ii) the bank facility fees and securities dealer fees. CP dealers remarket (or resell) the CP to securities investors. While rates have declined recently, these rates are still elevated in the current market due to the inversion of the yield curve (when short -term rates are higher than long- term rates ); however, as interes t rates normalize, the short-term rates will provide a significant advantage to long- term financing rates. In the meantime, the SFPUC’s Power Enterprise Interim Financing Program provides capacity to release budget reserves and allows the SFPUC to borrow only what is needed in small tranches, and then to aggregate borrowing costs into larger, more efficient long-term financings.

Each series of the SFPUC’s CP is secured by a borrowing document. The SFPUC intentionally diversifies the types of facilities employed , which may be reimbursement agreements supported by a letter of credit , a liquidity facility agreement (such as a Standby Note Purchase Agreement) , or a credit facility ( such as a revolving credit agreement ). CP is a very flexible form of short-term or interim financing that bears low short -term interest rates and is typically rolled to new investors at maturity , repaid, or taken out by bonds. T he facilities are available t o ensure the SFPUC has sufficient liquidity to purchase the notes in the event new buyers are not available to purchase them at the next maturity.

The letter of credit provides security to CP noteholders by ensuring the timely repayment of principal and interest on any issued CP of a related series. In the case that the dealers are not able to find additional investors, having a letter of credit or liquidity facility allows the SFPUC to be able to purchase the notes. The Power Enterprise can also procure lines of credit such as revolving loans or revolving credit agreements approved under its Interim Funding Program to fund capital projects.

When drawing funds from one of these types of facilities, interest is paid to the bank at a variable rate based on a market index at the time of the draw plus a fixed spread, or margin predetermined per agreement terms. The term of the draw is open -ended (up to the expiration date of the facility) and can be repaid when long term revenue bonds are issued or when advantageous for the SFPUC.

The Power Enterprise currently does not have revolving loans or revolving lines of credit.

Agenda Title: Approve New Credit Facility for Interim Funding of Power Enterprise Capital Program Commission Meeting Date: February 11, 2025

The Power Enterprise Interim Funding Program has been a cost - effective means to fund the encumbrance, contract certification, and cash spending requirements of the Power Enterprise’s capital program. The notes are remarketed until long -term revenue bond, long-term state or long- term federal loan financing replacement proceeds are available.

Through a series of actions described in further detail below, t he Commission and the Board of Supervisors have authorized the SFPUC’s Power Enterprise Interim Funding Program up to $450 million aggregate principal amount outstanding at any one time .

This amount includes the additional $200 million of borrowing capacity added on December 25, 2024 (30 days after the Mayor signed Ordinance No. 269- 24, approved by the Board of
Supervisors on November 10, 2024).

The Power Enterprise Interim Funding P rogram is currently made up of the of the following components:

• Two series totaling $250 million (aggregate principal amount) that are for the issuance of tax-exempt CP and that are each supported by a high-grade bank credit
facility in the form of a letter of credit (LOC); and

• New authorization of $200 million pursuant to
Ordinance No. 269-24, approved by the Board of
Supervisors on November 10, 2024, expanding the
Power Enterprise Interim Funding Program by $200
million to a total not-to-exceed principal amount of $450 million.

Currently, the two series of the Power Enterprise Interim Funding Program are as follows:
1) Series A-1: $125 million Bank of America LOC (Exp.
3/6/2026)
2) Series A-2: $125 million Bank of America LOC (Exp.
3/6/2026)

The authorization history of the Power Enterprise Interim F unding Program is as follows:

• On November 17, 2015, by Resolution No. 427- 15, the
Board of Supervisors authorized the establishment of the Power Enterprise Commercial Paper Program in the
principal amount not to exceed $90 million against
authorizations for indebtedness under Sections 9.107(6) and

9.107(8) of the Charter.

Agenda Title: Approve New Credit Facility for Interim Funding of Power Enterprise Capital Program Commission Meeting Date: February 11, 2025

• On June 15, 2018, the voters of San Francisco approved Proposition A (“Prop A”) which amended Charter Section
8B.124 to authorize the Power Enterprise to issue revenue bonds, notes, CP , or other forms of indebtedness when
authorized by ordinance approved by two- thirds vote of the Board of Supervisors for the purpose of reconstructing, replacing, expanding, repairing, or improving power
facilities of the City.

• On January 15, 2019, the Board of Supervisors adopted Ordinance No. 002- 19 to increase in the Power Enterprise Commercial Paper Program to an amount not -to-exceed
$250 million of CP notes (collectively, the “CP Notes”) outstanding at any one time, pursuant to the provisions of (i) Article V of the City’s Administrative Code; (ii) Sections

9.107(6) and 9.107(8) of the Charter, and (iii) Section 8B.124 of the Charter.

• On September 10, 2024, by Resolution 24- 0193, the
Commission approved expanding the Interim Funding
Programs of the SFPUC’s Wastewater, Water , and Power
Enterprises. On November 10, 2024, by Ordinance 269-24, the Board of Supervisors approved the same expansions. By this action, t he Power Enterprise Interim Funding Program (formerly the Power Enterprise Commercial Paper Program) was expanded by $200 million to a total not -to-exceed
principal amount of $450 million.

SFPUC staff recommends that the Commission approve the form of the documents and authorize the General Manager to execute the following:
• A proposed Reimbursement Agreement with Sumitomo
Mitsui Banking Corporation (SMBC) for new Series A -3
(Taxable and Tax -Exempt): $100M SMBC LOC; and a
proposed related Fee Agreement with SMBC including an
Irrevocable Letter of Credit, as described below;
• A proposed First Amendment to Dealer Agreement with
Barclays Capital Inc. , Goldman Sachs & Co. LLC , and
RBC Capital Markets, LLC as described below;
• A proposed S econd Amended and Restated Issuing Paying Agent Agreement with U.S. Bank Trust Company, National
Association, as described below; and
• A proposed Offering Memorandum, as described below.

Bank Facility Procurement Process: As has been SFPUC
Agenda Title: Approve New Credit Facility for Interim Funding of Power Enterprise Capital Program Commission Meeting Date: February 11, 2025

practice in the past, to renew or replace expiring agreements, the SFPUC has chosen to rely on the prequalified bank pool created by the San Francisco Airport Commission through a formal Request for Qualifications process. On October 21, 2024, t he SFPUC’s Municipal Advisors solicited proposals from all banks in the pre- qualified Bank Credit Facilities Pool. On November 8, 2024, the SFPUC received proposals from seven banks, which the Municipal Advisors assisted in evaluating.

Recommendations: Staff recommends approval of the following facilities based on an evaluation of the terms, cost, credit quality of the bank, facility type offered, and other criteria as outlined in the RFP, as follows:

Power Series A -3/A-3-T (New Facility): A new
Reimbursement Agreement with SMBC for Letter of Credit
in the principal amount of $100 million at annual cost of

0.32% (approximately $355,000 annually , based on the
stated value of the LOC ) for five years with the option to extend the Letter of Credit for up to a total term of up to nine years from the commencement of the initial term
thereof, and a proposed not to exceed fee of $710 ,000 per year1.

These costs and fees are less t han the assumptions use d in the financial plans for the recently approved in the Power Enterprise capital budget and are comparable to fees recently obtained from banks for other recent SFPUC agreements.

Proposed Facility Tenor
Proposed
Annual Fee
A-3, SMBC LOC ($100m) 5 years 0.32%

The proposed credit facilities have high- grade short-term credit ratings from Moody’s Investors Service, S&P Global Ratings, and Fitch Ratings, respectively as follows:

• SMBC P-1/A-1/F1

Description of Documents:

The following are brief summaries of each document that the Commission is being asked to approve in form:

Reimbursement Agreement (SMBC): This agreement, by and between the SFPUC and SMBC, sets forth the terms pursuant to which the direct-pay and irrevocable LOC is issued to the Issuing and Paying Agent for the account of the SFPUC, as well as the terms under which the SFPUC repays SMBC for draws on the LOC.

Agenda Title: Approve New Credit Facility for Interim Funding of Power Enterprise Capital Program Commission Meeting Date: February 11, 2025

Irrevocable Letter of Credit (SMBC): Issued by SMBC in favor of the Issuing and Paying Agent, the Irrevocable Letter of Credit (which appears as an appendix to the Reimbursement Agreement above) is the credit facility that is drawn upon by the Issuing and Paying Agent to pay principal and interest due on maturing CP.

Fee Agreement (SMBC): The Fee Agreement, by and between the SFPUC and SMBC, sets out the annual facility fee paid by the SFPUC to the bank, including fees in the event of Power Enterprise credit rating downgrades; and any bank charges in connection with draws upon the LOC.

Form of First Amendment to Dealer Agreement ( Barclays, Goldman Sachs and RBC Capital Markets) : This amendment updates the existing Dealer Agreement by and between the SFPUC and each respective dealer (Barclays, Goldman Sachs ,
and RBC
Capital Markets) to reflect the additional series of CP to the Power Enterprise Interim Funding Program. The Dealer Agreement, generally, sets out the terms pursuant to which such dealer may purchase or arrange for the sale of the CP.

Second Amended and Restated Issuing and Paying Agent
Agreement (US Bank): This Agreement, between the SFPUC and the Issuing and Paying Agent (U.S. Bank), sets out the terms pursuant to which the SFPUC issues and repays CP , and
establishes various funds into which proceeds of the CP are deposited or from which the SFPUC repays the credit facility banks (Bank of America or Sumitomo) for draws against the respective credit facility (the Letter of Credit).

Offering Memorandum: This is the disclosure document that is used by the Dealers in placing or selling CP to prospective investors. It contains brief descriptions of the SFPUC, including the Power Enterprise and Power Interim Funding Program; the CP Notes; SMBC; Bank of America; and the banks’ respective
Reimbursement Agreements.

Disclosure Considerations: The Power CP Program, through the Power Enterprise Interim Funding Program, would be supported by the SMBC LOC and is currently supported by the existing Bank of America LOCs, as described in the Offering Memorandum (OM).

Unlike the Official Statement in a long-term revenue bond transaction, the OM for a CP Program supported by an LOC does not include financial and/or operating information of the issuer, in this case the SFPUC and Power
Enterprise. Instead, CP investors
rely primarily on the financial standing of the credit banks (SMBC and Bank of America) for the source of repayment.

Agenda Title: Approve New Credit Facility for Interim Funding of Power Enterprise Capital Program Commission Meeting Date: February 11, 2025

Budget & Costs: The Power Enterprise capital budget and associated appropriations cover these associated costs.

Environmental
Review:

The proposed action provides new, additional interim funding for the Power Enterprise capital program. On August 1, 2024, the Environmental Review Officer issued a Certificate of the City and County of San Francisco Planning Department (pursuant to Section 8B.124(b) of the City Charter) under Proposition A of June 2018, granting authority for the issuance of debt to the Board of Supervisors, for the Power Enterprise Capital Program. By this certification, the Environmental Review Officer certified that the projects to be funded through the sale of Pow er Revenue Bonds and/or Other Forms of Indebtedness, including Commercial Paper, either already comply with the requirements of the California Environmental Quality Act (CEQA) or will undergo environmental review pursuant to the CEQA when they are defined. This certificate can be found here:
https://sfgov.legistar.com/View.ashx?M=F&ID=13655933&GUID=E0C 82847-9CA9-4368-8C71-30AAB4A0962E

Attachments: 1. Form of Reimbursement Agreement (Sumitomo Mitsui Banking Corporation)

2. Form of Fee Agreement (Sumitomo Mitsui Banking
Corporation)

3. Form of First Amendment to Dealer Agreement (Barclays, Goldman Sachs, and RBC Capital Markets)

4. Form of Second Amended and Restated Issuing and Paying Agent Agreement (US Bank)

5. Offering Memorandum

PUBLIC UTILITIES COMMISSION

City and County of San Francisco
RESOLUTION NO.: ___________
WHEREAS, On June 5, 2018, the voters of the City and County of San Francisco (the “City”) approved Proposition A (“Proposition A”), which among other things, amended Section 8B.124 of the Charter of the City and County of San Francisco (the “Charter”) to authorize the Public Utilities Commission of the City and County of San Francisco (the “Commission”) to issue indebtedness, including revenue bonds, notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board of Supervisors of the City and County of San Francisco (the “Board”), for the purpose of reconstructing, replacing, expanding, repairing or improving power facilities under the jurisdiction of the Commission (the “Power Enterprise”), or for any other lawful purpose of the power facilities of the City in furtherance of the purposes specified in Charter Section 8B.124, provided that the Commission is prohibited from financing the construction of power plants that generate electricity using fossil fuels or nuclear energy under Proposition A; and

WHEREAS, Pursuant to Section 43.5 of the San Francisco Administrative Code (“Article V”), enacted by Ordinance No. 203-98 adopted by the Board on June 8, 1998, and signed by the Mayor of the City and County of San Francisco (the “Mayor”) on June 19, 1998, as amended by Ordinance No. 270-06, adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006, the Board established a procedure pursuant to which the Commission may issue short-term indebtedness, including the issuance of commercial paper in anticipation of the issuance of its revenue bonds; and

WHEREAS, Under Section 8B.124 of the Charter, the Board’s authority to authorize an issuance of debt under Proposition A is subject to the provision of certain certifications of an independent engineer retained by the Commission and certain certifications by the San Francisco Planning Department, which certifications shall make the findings and determinations set forth in Charter Section 8B.124 (together, the “Proposition A Certificates”); and

WHEREAS, Pursuant to (i) Ordinance No. 142-18 adopted by the Board on June 12, 2018 and signed by the Mayor on June 20, 2018, (ii) Ordinance No. 152-19 adopted by the Board on June 25, 2019 and signed by the Mayor on June 28, 2019, (iii) Ordinance No. 127-21 adopted by the Board on July 27, 2021 and signed by the Mayor on August 4, 2021, (iv) Ordinance No. 109-22 adopted by the Board on June 14, 2022 and signed by the Mayor on June 24, 2022, (v) Ordinance No. 182-23 adopted by the Board on July 25, 2023 and signed by the Mayor on July 28, 2023, and (vi) Ordinance No. 126-24 adopted by the Board on June 11, 2024 and signed by the Mayor on June 21, 2024, the Board has authorized the issuance from time to time of up to $836,960,525 of power revenue bonds and other forms of indebtedness of the Commission under Proposition A and Sections 9.107(6) and 9.107(8) of the Charter, and in the anticipation of the issuance of such indebtedness, has authorized the issuance of short-term indebtedness of the Commission; and

WHEREAS, The amount of authorized but unissued power revenue bonds under the

ordinances set forth in the immediately preceding whereas clause is $742,330,456; and

WHEREAS, The Board has previously approved pursuant to Resolution No. 427-15, adopted by the Board on November 17, 2015, and signed by the Mayor on November 25, 2015, the establishment of a commercial paper program/interim funding program (the “Power Interim Funding Program”) for the Power Enterprise and the issuance of up to $90 million, at that time, in aggregate principal amount of Power Enterprise commercial paper notes outstanding at any one time; and

WHEREAS, The Board has previously approved pursuant to Ordinance No. 2-19, adopted by the Board on January 15, 2019, and signed by the Mayor on January 18, 2019, an increase in the Power Interim Funding Program from an aggregate principal amount of $90 million to an aggregate principal amount of $250 million of commercial paper notes outstanding at any one time; and

WHEREAS, Pursuant to Ordinance No. 269-24 (“Ordinance No. 269-24”), adopted by the Board on November 19, 2024 and signed by the Mayor on November 25, 2024, and Resolution No. 24-0193 (“Resolution No. 24-0193”), adopted by this Commission on September 10, 2024, the Power Interim Funding Program was increased from an aggregate principal amount of $250 million to an aggregate principal amount of $450 million outstanding at any one time; and
WHEREAS, In order to support and/or maintain the Power Interim Funding Program, the Commission issued a request for bids from qualified banks to provide for one or more letters of credit, revolving credit facilities and/or revolving lines of credit and/or any other short-term borrowing facility which furthers the purpose and intent of the Power Interim Funding Program; and
WHEREAS, After an evaluation of the responses to such request for bids, the Commission staff determined that a new direct-pay letter of credit offered by Sumitomo Mitsui Banking Corporation, acting through its New York Branch (“SMBC”), in an original stated principal amount not-to-exceed $100 million, plus an amount equal to 270 days interest on such principal amount at a rate of twelve-percent (12%) per annum, to secure the repayment of a portion of the Power Interim Funding Program commercial paper notes (the “Power CP Notes”), was the most advantageous to the Commission, and was determined to be the lowest cost, responsive and responsible bidder to support and/or maintain the Power Interim Funding Program; and

WHEREAS, The proposed form of the Reimbursement Agreement, between the Commission and SMBC (the “SMBC Reimbursement Agreement”), which includes, as exhibits, the form of the SMBC Letter of Credit (the “SMBC Letter of Credit”) and the form of Bank Note (the “SMBC Bank Note”) to be executed by the Commission in favor of SMBC evidencing any and all obligations of the Commission to reimburse SMBC under the SMBC Reimbursement Agreement, and a Fee Agreement, between the Commission and SMBC (the “SMBC Fee Agreement”), have been presented to the Commission and filed with the Secretary, and the Commission finds it in its best interest to enter into such agreements; and

WHEREAS, Pursuant to Ordinance No. 269-24, the Commission is authorized to take

such actions and to execute and deliver such promissory notes, certificates, agreements, requests or other documents, as necessary or desirable to facilitate the issuance, sale and delivery of short- term indebtedness of the Power Interim Funding Program and to carry out the provisions of Ordinance No. 269-24 to accomplish the purpose and intent of the Power Interim Funding Program; and

WHEREAS, In connection with the Power CP Notes, the Commission finds it necessary to execute one or more issuing and paying agent agreements, one or more amendments to commercial paper dealer agreements and to deliver an updated offering memorandum in connection with the issuance and sale of its Power CP Notes; and

WHEREAS, The Commission has previously authorized, executed and delivered that certain First Amended and Restated Issuing and Paying Agent Agreement, dated as of March 1, 2019 (the “Current Issuing and Paying Agent Agreement”), by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Issuing and Paying Agent”), relating to the Power CP Notes; and

WHEREAS, The Commission finds it necessary to execute one or more amendments to or one or more amendments and restatements of the Current Issuing and Paying Agent Agreement in connection with the expansion of the Power Interim Funding Program authorized/approved in Ordinance No. 269-24; and

WHEREAS, The proposed form of a Second Amended and Restated Issuing and Paying Agent Agreement (the “Second Amended and Restated Issuing and Paying Agent Agreement”), to be by and between the Commission and the Issuing and Paying Agent, has been presented to the Commission and filed with the Secretary; and

WHEREAS, Pursuant to Resolution No. 23-0040, adopted by the Commission on February 14, 2023, the Commission has previously authorized, executed and delivered commercial paper dealer agreements with Barclays Capital Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC (the “Current Dealer Agreements”) in connection with the Power Interim Funding Program and finds it necessary to execute one or more amendments to such dealer agreements (each an “Amendment to Dealer Agreement”) in connection with the expansion of the Power Interim Funding Program authorized/approved in Ordinance No. 269-24; and
WHEREAS, The proposed form of an Amendment to Dealer Agreement has been presented to the Commission and filed with the Secretary; and

WHEREAS, The proposed form of an offering memorandum (the “Offering Memorandum”) has been presented to the Commission and filed with the Secretary; and

WHEREAS, The Commission has paid, beginning no earlier than 60 days prior to the adoption of this Resolution, and will pay, on and after the date hereof, certain expenditures (the “Expenditures” as defined in the Code referred to below) in connection with the acquisition, construction and/or equipping of the Power Enterprise capital improvement program projects; and

WHEREAS, The Commission adopts this Resolution as official action of the Commission in order to comply with Treasury Regulation §1.150-2 and any other regulations of the Internal Revenue Service (the “Code”) relating to the qualification for reimbursement of Commission Expenditures (as defined in the Code) incurred prior to the date of issue of any obligations under the Power Interim Funding Program; and

WHEREAS, The Proposition A Certificates meeting the Proposition A requirements, including California Environmental Quality Act requirements are on file with the Clerk of the Board in accordance with Proposition A prior to the issuance of any obligations under the Power Interim Funding Program; now, therefore, be it

RESOLVED by the Public Utilities Commission of the City and County of San Francisco, as follows:

Section 1.Approval of SMBC Agreements . The forms of the SMBC Reimbursement Agreement (which includes, as exhibits, the form of the SMBC Letter of Credit and the form of the SMBC Bank Note) and the SMBC Fee Agreement, (collectively, the “Bank Agreements”), in substantially the forms submitted to this Commission, are hereby approved and recommended to the Director of the City’s Office of Public Finance (the “Director”) for approval pursuant to the Administrative Code, Article V thereof. The General Manager (or the duly authorized and acting General Manager) of the Commission (in either capacity, referred to herein as, the “General Manager”) or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, are authorized and directed to execute and deliver the SMBC Bank Agreements in substantially said forms, subject to such additions thereto or changes therein which the General Manager, upon consultation with the City Attorney and Director, shall approve, such approval to be conclusively evidenced by the execution and delivery of such Bank Agreements, provided that the Bank Agreements may be extended for an additional term (as set forth in Section 2 below). The performance by the Commission of the terms of the Bank Agreements in their respective executed forms are also hereby approved.

Section 2.Extension of Terms of Bank Agreements . The General Manager or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, are further authorized, upon consultation with the City Attorney and the Director, to execute one or more amendments to the Bank Agreements, to extend the term of the SMBC Letter of Credit authorized hereunder, by an aggregate period not to exceed nine (9) years from the commencement date of the respective initial term. The annual facility fee payable by the Commission in connection with the SMBC Reimbursement Agreement and the related SMBC Fee Agreement shall not exceed (i) $355,000, initially, and subject to adjustment as set forth in the related SMBC Fee Agreement, and (ii) $710,000 in connection with any future extension thereof.

Section 3.Approval of Second Amended and Restated Issuing and Paying Agent Agreement. The form of the Second Amended and Restated Issuing and Paying Agent Agreement, in substantially the form submitted to this Commission, is hereby approved and recommended to the Director for approval pursuant to the Administrative Code, Article V thereof. The General Manager or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, are authorized and directed to execute and deliver the Second

Amended and Restated Issuing and Paying Agent Agreement in substantially said form, subject to such additions thereto or changes therein which the General Manager, upon consultation with the City Attorney and Director, shall approve, such approval to be conclusively evidenced by the execution and delivery of such Second and Amended Issuing and Paying Agent Agreement. The performance by the Commission of the terms of the Second Amended and Restated Issuing and Paying Agent Agreement in its executed form is also hereby approved.

Section 4.Approval of Amendment to Dealer Agreement . The form of the Amendment to Dealer Agreement, in substantially the form submitted to this Commission, is hereby approved and recommended to the Director for approval pursuant to the Administrative Code, Article V thereof. The General Manager or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, are authorized and directed to execute and deliver the Amendment to Dealer Agreement, for each of the Current Dealer Agreements approved pursuant to Resolution No. 23-0040 (subject to the limitations set forth therein), in substantially said form, subject to such additions thereto or changes therein which the General Manager, upon consultation with the City Attorney and Director, shall approve, such approval to be conclusively evidenced by the execution and delivery of such Amendment to Dealer Agreements. The performance by the Commission of the terms of each Amendment to Dealer Agreement in their executed form is also hereby approved.

Section 5.Approval of Offering Memorandum . The General Manager or their designee, upon consultation with the City Attorney and the Director, is hereby authorized and directed to prepare and cause the distribution of an Offering Memorandum relating to the Power Interim Funding Program and the sale of commercial paper notes thereunder, in substantially the form on file with the Commission, subject to such additions thereto and changes therein, and any amendments or supplements thereto from time to time which the General Manager, upon consultation with the City Attorney and the Director, shall approve. The General Manager (or any designee thereof) is further authorized and directed to distribute, in connection with the sale of any commercial paper notes, one or more Offering Memorandum(s) in such form, as the General Manager, upon consultation with the City Attorney, Bond Counsel and the Director shall approve.

Section 6.Limitations. In no event shall the commercial paper notes or draws made under the Power Interim Funding Program exceed $450 million in aggregate principal amount and in no event shall the interest rate or interest rates cause the aggregate average interest cost to exceed 12% per annum, provided, however, that if the City or the Board increases the maximum interest rate allowable under any bank agreement (as it relates to the obligations payable thereunder), then such increased rate shall be the permitted maximum interest rate (as it relates to the obligations payable under bank agreements).

Section 7.Intent to Reimburse. This Commission hereby declares the official intent of the Commission to reimburse the Commission with proceeds of the commercial paper notes or from draws made under the Bank Agreements with respect to the Power Enterprise capital improvement projects made on and after a date that is no more than 60 days prior to the adoption of this Resolution. The Commission reasonably expects on the date hereof that it will reimburse the Expenditures with proceeds of the commercial paper notes or fr om draws made under the Bank Agreements. Each such Expenditure was and will be either (A) of a type properly

chargeable to a capital account under general federal income tax principles (determined in each case as of the date of the Expenditure), (B) a cost of issuance with respect to the commercial paper notes or from draws made under the Bank Agreements, (C) a nonrecurring item that is not customarily payable from current revenues, or (D) a grant to pay a party that is not related to or an agent of the issuer so long as such grant does not impose any obligation or condition (directly or indirectly) to repay any amount to or for the benefit of the Commission. The Commission will make a reimbursement allocation, which is a written allocation that evidences the Commission’s use of proceeds of the commercial paper notes or from draws made under the Bank Agreements to reimburse an Expenditure, no later than 18 months after the later of the date on which the Expenditure is paid or the component of the capital improvement projects is placed in service or abandoned, but in no event more than three years after the date on which the Expenditure is paid.

The Commission recognizes that exceptions are available for certain “preliminary expenditures,” costs of issuance, certain de minimis amounts, expenditures by “small issuers” (based on the year of issuance and not the year of expenditure) and expenditures for construction projects of at least 5 years.

Section 8.Further Actions . The General Manager or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, and in consultation with the City Attorney and the Director, are each hereby authorized and directed to execute such other agreements, certifications or documents and to take any and all necessary action in connection with and in furtherance of the execution and performance of the Bank Agreements and the marketing and sale of the commercial paper notes under the Power Interim Funding Program.

Section 9.Delegation. The General Manager is authorized to delegate any of the responsibilities or duties set forth in this resolution to the Assistant General Manager, Business Services and Chief Financial Officer of the Commission.

Section 10.Ratification. All actions heretofore taken by the officials, employees and agents of the Commission with respect to the execution of the Bank Agreements in connection with providing short-term interim funding of the Power Enterprise capital improvement program, including the Power Interim Funding Program, are hereby approved, confirmed and ratified.

Section 11.Effective Date. This resolution shall take effect from and after its adoption.

I hereby certify that the foregoing resolution was adopted by the San Francisco Public Utilities Commission at its meeting on February 11, 2025.

Director of Commission Affairs
San Francisco Public Utilities Commission

CHAPMAN DRAFT
JANUARY 27, 2025
1304518677-1__reimbursement_agreement__sfpuc_smbc_power_series_a_3__4912_3134_8490_v11 4428512

REIMBURSEMENT AGREEMENT
Dated as of February 1, 2025,
between

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO
and

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
relating to:
$100,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Power Series)
Subseries A-3 (Tax-Exempt) and Subseries A-3-T (Taxable)

-i-

TABLE OF CONTENTS

SECTION HEADING PAGE
ARTICLE ONE DEFINITIONS ..........................................................................................................3 Section 1.1. Definitions ........................................................................................................3 Section 1.2. Interpretations .................................................................................................17 Section 1.3. Accounting Terms ..........................................................................................17 Section 1.4. Letter of Credit Amounts ...............................................................................17 ARTICLE TWO LETTER OF CREDIT ...............................................................................................17 Section 2.1. Issuance of Letter of Credit ............................................................................17 Section 2.2. Letter of Credit Drawings ...............................................................................18 Section 2.3. Reimbursement ...............................................................................................18 Section 2.4. Advances; Term Loans ...................................................................................18 Section 2.5. Fees .................................................................................................................20 Section 2.6. The Bank Note ................................................................................................21 Section 2.7. Termination of Letter of Credit; Reduction of Stated Amount ......................21 Section 2.8. Computation of Interest and Fees ...................................................................21 Section 2.9. Payment Due on Non-Business Day to Be Made on Next Business Day ......21 Section 2.10. Default Rate ....................................................................................................22 Section 2.11. Source of Funds ..............................................................................................22 Section 2.12. Extension of Stated Expiration Date ..............................................................22 Section 2.13. Taxes ..............................................................................................................22 Section 2.14. Increased Costs ...............................................................................................24 Section 2.15. Margin Regulations ........................................................................................26 Section 2.16. Maximum Rate; Payment of Fee ....................................................................26 Section 2.17. Security of Obligations ...................................................................................26 Section 2.18. Commercial Paper Operations ........................................................................26 Section 2.19. Method of Payment; Etc. ................................................................................27 ARTICLE THREE CONDITIONS PRECEDENT .....................................................................................28 Section 3.1. Conditions Precedent to Effectiveness ...........................................................28 ARTICLE FOUR REPRESENTATIONS AND WARRANTIES .................................................................31 Section 4.1. Organization, Powers, Etc. .............................................................................31 Section 4.2. Authorization, Absence of Conflicts, Etc. ......................................................31 Section 4.3. Binding Obligations; Security for Bank Note ................................................31 Section 4.4. Governmental Consent or Approval ...............................................................32 Section 4.5. Absence of Material Litigation .......................................................................32 Section 4.6. Financial Condition ........................................................................................33 Section 4.7. Incorporation of Representations and Warranties ..........................................33 Section 4.8. Accuracy and Completeness of Information ..................................................33 Section 4.9. No Default ......................................................................................................33 -ii-
Section 4.10. No Proposed Legal Changes ..........................................................................34 Section 4.11. Compliance with Laws, Etc. ...........................................................................34 Section 4.12. Environmental Matters ...................................................................................34 Section 4.13. Tax Status of Interest on Subseries A-3 Notes ...............................................34 Section 4.14. Issuing and Paying Agent; Dealers ................................................................35 Section 4.15. Regulation U. ..................................................................................................35 Section 4.16. Liens ...............................................................................................................35 Section 4.17. Sovereign Immunity .......................................................................................35 Section 4.18. City Business Days .........................................................................................35 Section 4.19. Usury ..............................................................................................................35 Section 4.20. Insurance ........................................................................................................35 Section 4.21. ERISA ............................................................................................................35 Section 4.22. Sanctions Concerns and Anti-Corruption Laws .............................................36 Section 4.23. Swap Contracts ...............................................................................................36 ARTICLE FIVE COVENANTS .........................................................................................................36 Section 5.1. Affirmative Covenants ...................................................................................36 Section 5.2. Negative Covenants ........................................................................................45 ARTICLE SIX DEFAULTS ............................................................................................................51 Section 6.1. Events of Default and Remedies ....................................................................51 Section 6.2. Remedies ........................................................................................................53 ARTICLE SEVEN MISCELLANEOUS .................................................................................................54 Section 7.1. Amendments, Waivers, Etc. ...........................................................................54 Section 7.2. Notices ............................................................................................................55 Section 7.3. Survival of Covenants; Successors and Assigns ............................................56 Section 7.4. Unconditional Obligations .............................................................................56 Section 7.5. Liability of Bank; Indemnification .................................................................57 Section 7.6. Expenses .........................................................................................................58 Section 7.7. No Waiver; Conflict .......................................................................................59 Section 7.8. Modification, Amendment, Waiver, Etc. .......................................................59 Section 7.9. Dealing with the Commission, the Issuing and Paying Agent and/or the Dealer .............................................................................................................59 Section 7.10. Severability .....................................................................................................59 Section 7.11. Counterparts ...................................................................................................59 Section 7.12. Table of Contents; Headings ..........................................................................60 Section 7.13. Entire Agreement ...........................................................................................60 Section 7.14. Governing Law Waiver of Jury Trial .............................................................60 Section 7.15. Governmental Regulations .............................................................................60 Section 7.16. USA PATRIOT Act .......................................................................................61 Section 7.17. Electronic Transmissions ...............................................................................61 Section 7.18. Assignment to Federal Reserve Bank ............................................................61 Section 7.19. City Requirements ..........................................................................................61 Section 7.20. Arm’s-Length Transaction .............................................................................61 -iii-
Section 7.21. QFC Provisions ..............................................................................................62 Section 7.22. Redactions ......................................................................................................63

APPENDIX I — FORM OF IRREVOCABLE TRANSFERABLE LETTER OF CREDIT EXHIBIT A — FORM OF BANK NOTE
EXHIBIT B — FORM OF COMPLIANCE CERTIFICATE
EXHIBIT C — 2025 LIST OF CITY HOLIDAYS (INCLUDING DAYS CITY IS OFFICIALLY

CLOSED)
EXHIBIT D — CITY REQUIREMENTS
EXHIBIT E — LIST OF QUALIFIED DEALERS

REIMBURSEMENT AGREEMENT
This REIMBURSEMENT AGREEMENT, dated as of February 1, 2025 (together with any amendments or supplements hereto, this “Agreement” ), is between the P UBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (together with its permitted successors and assigns, the “Commission”) and SUMITOMO MITSUI BANKING CORPORATION, acting through its New York Branch (together with its permitted successors and assigns, the “Bank”).

W ITNESSET H:

WHEREAS, pursuant to Sections 4.112 and Article 8B of the Charter of the City and County of San Francisco (the “Charter” ), the Commission has exclusive charge of the construction, management, supervision, maintenance, extension, operation, use and control of all water and energy supplies and utilities of the City under the Commission’s jurisdiction, including the hereinafter defined Power Enterprise; and
WHEREAS, Pursuant to Article V of Chapter 43 ( “Article V”) of the San Francisco Administrative Code (the “ City’s Administrative Code ”), enacted by Ordinance No. 203- 98, adopted by the Board of Supervisors (the “Board”) of the City and County of San Francisco (the “City”) on June 8, 1998, and signed by the Mayor of the City (the “ Mayor”) on June 19, 1998 (“Ordinance No. 203- 98”), as amended by Ordinance No. 270 -06, adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006 (“Ordinance No. 270-06” and, together with Ordinance No. 203 98, the “ Ordinances”), the Board established a procedure pursuant to which the Commission may issue short-term indebtedness, including the issuance and reissuance of commercial paper notes in anticipation of the issuance of revenue bonds; and WHEREAS, on June 5, 2018, the voters of the City approved Proposition A (“Proposition A”), which among other things, amended Section 8B.124 of the Charter of the City and County of San Francisco (the “Charter”) to authorize the Commission to issue indebtedness, including revenue bonds, notes, commercial paper or other forms of indebtedness, for the benefit of the Power Enterprise, when authorized by ordinance approved by a two-thirds vote of the Board, or for any other lawful purpose of the power facilities of the City in furtherance of the purposes specified in Charter Section 8B.124, provided that the Commission is prohibited from financing the construction of power plants that generate electricity using fossil fuels or nuclear energy under Proposition A; and
W
HEREAS, pursuant to Section 9.107(6) of the Charter, the Board of Supervisors of the City (the “Board”) is authorized to provide for the issuance of revenue bonds, without voter approval, issued for the purpose of the reconstruction or replacement of existing water facilities and/or electric power facilities under the jurisdiction of the Commission when authorized by resolution adopted by a three-fourths majority of all of the members of the Board; and W
HEREAS, pursuant to Section 9.107(8) of the Charter, the Board is also authorized to provide for the issuance of revenue bonds, without voter approval, issued to finance or refinance the acquisition, construction, installation, equipping, improvement or rehabilitation of equipment or facilities for renewable energy and energy conservation; and -2-
WHEREAS, pursuant to Section 43.5.2 of the Administrative Code of the City, following Board approval of the issuance of revenue bonds by the Commission pursuant to Section 9.107 of the Charter, the Commission may incur short-term indebtedness in the form of commercial paper, temporary notes or other forms of indebtedness as long as such short-term indebtedness is incurred in anticipation of the issuance of such revenue bonds; and WHEREAS, the Commission deems it necessary and desirable and in the public interest to authorize the issuance of commercial paper notes in anticipation of the issuance of revenue bonds, payable from and secured by the revenues of the Power Enterprise, after the payment of operating and maintenance expenses and any required deposits for repairs and replacements to the Power Enterprise, under and in accordance with Section 9.107, 9.109 and 9.111 of the Charter and pursuant to the terms and conditions set forth herei n, for any lawful purposes of the Power Enterprise, which commercial paper notes and the interest thereon shall constitute a subordinate lien and charge on the revenues provided for the payment thereof; and W
HEREAS, the Commission has previously authorized, pursuant to Resolution No. 15‑0183 adopted by the Commission on September 8, 2015, the establishment of the Power Enterprise commercial paper program/interim funding program (the “Power Enterprise Interim Funding Program”) and the issuance of up to $90 million in aggregate principal amount of commercial paper notes outstanding at any one time; and
WHEREAS, pursuant to Article V, the Ordinances and Resolution No. 427- 15, adopted by the Board on November 17, 2015, and signed by the Mayor on November 25, 2015, the Board has previously authorized the establishment of the Power Enterprise Interim Funding Program and the issuance of up to $90 million in aggregate principal amount of commercial paper notes outstanding at any one time against authorizations for indebtedness under Article V and Sections 9.107(6) and

9.107(8) of the Charter, to provide additional int erim financing of capital improvements and related costs for improvements, betterments and additions to the Power Enterprise; and WHEREAS, on November 13, 2018, the Commission approved Resolution No. 18- 0188 to authorize an increase in the principal amount of the Power Enterprise Interim Funding Program to an amount not‑to‑exceed $250 million of commercial paper notes outstanding at any one time from a principal amount of not-to-exceed $90 million of commercial paper notes outstanding at any one time pursuant to the provisions of (i) Article V of the Cit y’s Administrative Code; (ii) Sections 9.107(6) and 9.107(8) of the Charter, and (iii) Section 8B.124 of the Charter; and WHEREAS, the Board has approved pursuant to Ordinance No. 2-19, adopted by the Board on January 15, 2019, and signed by the Mayor on January 18, 2019, an ordinance to authorize, an increase in the Power Enterprise Interim Funding Program to an amount not to exceed $250 million of commercial paper notes outstanding at any one time, from a principal amount of not-to-exceed $90 million of commercial paper notes outstanding at any one time pursuant to the provisions of (i) Article V of the City’s Administrative Code; (ii) Sections 9.107(6) and 9.107(8) of the Charter, and (iii) Section 8B.124 of the Charter; and
W
HEREAS, on September 10, 2024, the Commission approved Resolution No. 24- 0193 to authorize an increase in the maximum principal amount of the Power Enterprise Interim Funding -3-
Program to an amount not -to-exceed $450 million of short -term indebtedness (including, commercial paper notes) outstanding at any one time, from a principal amount of not -to-exceed $250 million of commercial paper notes outstanding at any one time pursuant to provisions of (i) Article V of the City’s Administrative Code; (ii) Sections 9.107(6) and 9.107(8) of the Charter, and (iii) Section 8B.124 of the Charter; and
WHEREAS, the Board has approved pursuant to Ordinance No. 269- 24, adopted by the Board on November 19, 2024, and signed by the Mayor on November 25, 2024, an ordinance to authorize, an increase in Power Enterprise Interim Funding Program to an amount not to exceed $450 million of s hort-term indebtedness (including, commercial paper notes) outstanding at any one time, from a principal amount of not -to-exceed $250 million of commercial paper notes outstanding at any one time pursuant to the provisions of (i) Article V of the City’s Administrative Code; (ii) Sections 9.107(6) and 9.107(8) of the Charter, and (iii) Section 8B.124 of the Charter; and
WHEREAS, pursuant to Resolution No. 25-[____], adopted by the Commission on February [11], 2025 (the “Resolution”), the Commission has authorized, executed and delivered that certain Second Amended and Restated Issuing and Paying Agent Agreement, dated as of February 1, 2025 (the “Second Amended and Restated Issuing and Paying Agent Agreement”) , with U.S. Bank Trust Company, National Association, as issuing and paying agent (the “Issuing and Paying Agent”), pursuant to which the Commission has authorized the issua nce of the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes ( Power Series) Subseries A -3 (Tax -Exempt) and Subseries A -3-T (Taxable) (together, the “Series A -3/A-3-T Notes”); and
WHEREAS, the Commission has requested the Bank issue a letter of credit in the original stated amount of $100,000,000 (representing an amount supporting Series A-3/A-3-T Notes in an aggregate principal amount of $100,000,000 plus an amount equal to 270 days interest on such principal amount at the rate per annum of twelve percent (12%) computed on the basis of a 360‑day year (and rounded up to the nearest dollar)) for the payment by the Issuing and Paying Agent, when and as due, of the principal of and interest on Series A-3/A-3-T Notes; and W
HEREAS, the Bank is willing to issue such letter of credit upon the terms and conditions provided herein.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Commission and the Bank agree as follows:

ARTICLE ONE

DEFINITIONS
Section 1.1. Definitions. As used in this Agreement:
“Acceleration Notice” has the meaning set forth in Section 6.2 hereof. -4-
“Advance” has the meaning set forth in Section 2.4(a) hereof. “Agreement” has the meaning set forth in the introductory paragraph hereof. “Alternate Facility” has the meaning set forth in the Issuing and Paying Agent Agreement. “Annual Budget” means the budget or budgets prepared by the Commission in substantially the form that has been previously presented to the Bank. “Annual Debt Service” has the meaning set forth in the Master Trust Indenture. “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Commission from time to time concerning or relating to bribery or corruption. “Anti-Terrorism Laws” means any statute, treaty, law (including common law), ordinance, regulation, rule, order, opinion, release, injunction, writ, decree or award of any Governmental Authority of competent jurisdiction relating to terrorism or money laundering, including Executive Order No. 13224 and the USA Patriot Act.
“Applicable Law” means (i) all applicable common law and principles of equity and (ii) all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all governmental and non -governmental bodies, (B) Governmental Approvals and (C) orders, decisions, judgments and decrees of all courts (whether at law or in equity) and arbitrators. “Authorized Representative” means each of the General Manager of the San Francisco Utilities Commission, Assistant General Manager and Chief Financial Officer, Business Services, Deputy Chief Financial Officer, Financial Services, Utility Specialist, Financial Planning, Controller of the City and County of San Francisco, Director of Finance, Capital Finance Director, and any other individual designated from time to time as a “Designated Representative” a certificate executed by the General Manager of the Sa n Francisco Public Utilities Commission delivered to the Bank.
“Available Funds” means any unencumbered amounts, including non- appropriated fund balances and reserves, and cash and the book value of investments held by the Treasurer of the City for the Power Enterprise, that the Commission reasonably expects would be available, as of any date of calculation, to pay principal (or i n the case of any capital appreciation bond, the accreted value thereof) of and interest on Bonds when due. “Available Power Enterprise Revenues” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Bank” has the meaning set forth in the introductory paragraph hereof. “Bank Agreement” means any credit agreement, liquidity agreement, standby bond purchase agreement, reimbursement agreement, direct purchase agreement, bond purchase agreement, loan agreement, other agreement under which loans are made, or such other agreements -5-
or instrument s (or any amendment, supplement or other modification thereof) under which, directly or indirectly, any Person or Persons undertake(s) to make or provide funds to make payment of, or to purchase or provide credit enhancement for, bonds or notes of the Commi ssion secured by or payable from Revenues and/or the Revenue Fund (but excluding Reserve Account Credit Facility).
“Bank Note” has the meaning set forth in Section 2.6 hereof. “Bank Payment Account” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Bank Rate” means, subject to the terms of Section 2.16 hereof, a rate of interest per annum with respect to each Advance and Term Loan, as applicable, (i) for any day commencing on the date the related Drawing is made up to and including the thirtieth (30th) day next succeeding the date the related Drawing is made, equal to the Base Rate from time to time in effect, (ii) for any day commencing on the thirty-first (31st) day next succeeding the date the related Drawing is made up to and including the ninetieth (90th) day next succeeding the date the related Drawing is made, equal to the Base Rate from time to time in effect plus one percent (1.0%); (iii) for any day commencing on the ninety-first (91st) day next succeeding the date the related Drawing is made and thereafter, equal to the Base Rate from time to time in effect plus two percent (2.0%); provided, however, that immediately and automatically upon the occurrence of an Event of Default (and without any notice given with respect thereto) and during the continuance of such Event of Default or if the conditions precedent set forth in Section 2.4(f) hereof are not satisfied on a Term Loan Conversion Date with respect to any related Advance, “Bank Rate” shall mean the Default Rate; provided, further, that the Bank Rate shall never be less than the rate of interest borne by the Notes. “Base Rate” means, for any day, the rate of interest per annum equal to the highest of:
(i) the Prime Rate plus two percent ( 2.00%), (ii) the Federal Funds Rate plus three percent (3.00%), (iii) the sum of the SIFMA Rate in effect on such day plus three percent (3.00%), and (iv) seven and one-half of one percent (7.50%). Each determination of the Base Rate by the Bank shall be conclusive and binding on the Commission absent manifest error. Each change in the Base Rate will take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate, or the SIFMA Rate, as the case may be. “Basic Documents” means, at any time, each of the following documents and agreements as in effect or as outstanding, as the case may be, at such time: (a) the Notes, (b) the Resolution, (c) Ordinance, (d) the Offering Memorandum, (e) the Dealer Agreements, (f) the Issuing and Paying Agent Agreement, (g) the Bank Note, (h) the Fee Agreement and (i) this Agreement and any and all future renewals and extensions or restatements of, or amendments or supplements to, any of the foregoing.
“BHC Act Affiliate” of a party means an “ affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Board” has the meaning set forth in the recitals hereof. -6-
“Bond Counsel” has the meaning set forth in the Issuing and Paying Agent Agreement. “Bond Coverage Ratio” for any Fiscal Year means the ratio of (a) Net Revenues in such Fiscal Year to (b) Annual Debt Service on the Outstanding Bonds in such Fiscal Year. “Bonds” has the meaning set forth in the Master Trust Indenture. “Business Day” has the same meaning set forth in the Letter of Credit. “Certificate” of the Commission means a written certificate signed by an Authorized representative of the Commission.
“Change in Law” means the occurrence, after the Closing Date, of any of the following:
(a) the adoption or taking effect of any Law, including, without limitation any Risk-Based Capital Guidelines, (b) any change in any Law or in the enforcement, administration, interpretation, implementation or application thereof by any Governmental Authority or compliance by the Bank or any Participant therewith or (c) the making or issuance of any request, rule, ruling, guideline, regulation or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd- Frank Wall Street Reform and Consumer Protection Act (or any other statute referred to therein or amended thereby) and all laws, requests, rules, regulations, policies, rulings, guidelines, regulations, standards or directives thereunder or issued in connection therewith and any interpretation, application or promulgation implementing, invoking or in any way the Dodd- Frank Wal l Street Reform and Consumer Protection Act and(ii) all laws, requests, rules, rulings, standards, policies, guidelines, regulations or directives promulgated by, or in response to requests, guidelines or directives published by, the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities , in each case pursuant to Basel III or any successor Basel accord, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. “Charter” has the meaning set forth in the recitals hereof. “City” has the meaning set forth in the recitals hereof. “Closing Date” means February [__], 2025, which subject to the satisfaction or waiver by the Bank of all of the conditions precedent set forth in Section 3.1 hereof is the date on which the Letter of Credit shall be issued.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations, rulings and judicial decisions promulgated thereunder. “Commission” has the meaning set forth in the introductory paragraph hereof. “Consulting Engineer” has the meaning set forth in the Master Trust Indenture. -7-
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Dealer Agreement” means each dealer agreement by and between the Commission and a Dealer, in form and substance reasonably acceptable to the Bank, as such agreement may be amended , supplemented, modified or restated from time to time in accordance with the terms thereof and hereof.
“Dealers” means the dealer or dealers selected from time to time by the Commission (and acceptable to the Bank) to market the Series A -3/A-3-T Note s pursuant to the terms of any applicable Dealer Agreement and any permitted assigns and successors thereto. “Debt” of any Person means, at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee under capital leases and finance leases, (e) all debt of others secured by a Lien on any asset of such Person, whether or not such debt is assumed by such Person, (f) all Guarantees by such Person of debt of other Persons, (g) all obligations of such Person under any Swap Contract and (h) all obligations of such Person to reimburse or repay any bank or other Person in respect of amounts paid or advanced under a letter of credit, credit agreement, liquidity facility or other instrument.
“Debt Service Account ” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Default” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default. “Default Rate” means, for any day, subject to the terms of Section 2.16 hereof, a per annum rate of interest equal to the sum of the Base Rate from time to time in effect plus four percent (4.00%).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Drawing” has the meaning set forth in Section 2.3 hereof. “DTC” means The Depository Trust Company, New York, New York, and any successor securities depository.
“Employee Plan” means an employee benefit plan covered by Title IV of ERISA and maintained for employees of the Commission.
-8-
“Environmental Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the processing, distribution, use, treatment, storage, disposal, transport or handling of manufacture, pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the clean-up or other remediation thereof. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.
“Event of Default” has the meaning set forth in Section 6.1 hereof. “Excluded Taxes” means, with respect to the Bank or any Participant, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Bank or such Participant is organized or in which its principal office is located and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Commission is located.
“Federal Funds Rate” means, for any day, a fluctuating interest rate per annum equal to the weighted average (rounded to the next higher 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average ( rounded to the next higher 1/100 of 1%) of the quotations for such day on such transactions received by the Bank from three Federal funds brokers of recognized standing selected by the Bank. Each determination of the Federal Funds Rate by the Bank shall be conclusive and binding on the Commission. Notwithstanding the foregoing, if the Federal Funds Rate as determined under any method above would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement. “Fee Agreement” means that certain Fee Agreement dated the Closing Date, between the Commission and the Bank, as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof and thereof. “Final Drawing Notice” has the meaning set forth in the Letter of Credit. “Fiscal Year” has the meaning set forth in the Master Trust Indenture. “Fitch” means Fitch Ratings, Inc.
“GAAP” means generally accepted accounting principles in the United States of America from time to time as set forth in (a) the opinions and pronouncements of the Accounting Principles -9-
Board and the American Institute of Certified Public Accountants and (b) statements and pronouncements of the Government Accounting Standards Board, as modified by the opinions, statements and pronouncements of any similar accounting body of comparable standing having authority over accounting by governmental entities.
“Governmental Approval” means an authorization, consent, approval, license or exemption of, registration or filing with, or report to, any Governmental Authority. “Governmental Authority” means the government of the United States or any other nation or any political subdivision thereof or any governmental or quasi -governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other Person with authority to bind a party at law.
“Guarantees” means, for any Person, all guarantees, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations of such Person to purchase, to provide funds for payment, to supply funds to invest in any other Person or otherwise to assure a creditor of another Person against loss. “Hetch Hetchy Project” means the Hetch Hetchy Water and Power Project, including the O’Shaughnessy Dam, the Hetch Hetchy Reservoir, the Canyon and Mountain Tunnels, the Kirkwood, Moccasin and Holms Powerhouses, Cherry Lake and its dam, Lake Eleanor and its dam, the related water storage and transportation and hydro- electric generating facilities down to and including the Moccasin Powerhouse, all located in Yosemite National Park, Stanislaus National Forest and Tuolumne County, the rights to which were grant ed to the City by the Raker Act of 1913, and the related transmission facilities down to the City of Newark. “Indemnified Taxes” means Taxes other than Excluded Taxes. “Insolvency Proceeding” means a receivership, insolvency, liquidation, resolution, or similar proceeding.
“Issuing and Paying Agent” has the meaning set forth in the recitals to this Agreement and includes any permitted successors and assigns.
“Issuing and Paying Agent Agreement” means that certain Second Amended and Restated Issuing and Paying Agent Agreement dated as of February [__], 2025, by and between the Commission and U.S. Bank Trust Company, National Association, as issuing and paying agent, as amended, supplemented, modified or restated from time to time in accordance with the terms hereof and thereof.
“Law” means any treaty or any Federal, regional, state and local law, statute, rule, ordinance, regulation, code, license, authorization, decision, injunction, interpretation, policy, guideline, supervisory standard, order or decree of any court or other Governmental Authority. -10-
“Letter of Credit” means the irrevocable letter of credit issued by the Bank for the account of the Commission in favor of the Issuing and Paying Agent supporting the Series A -3/A-3-T Notes, in the form of Appendix I hereto, with appropriate insertions, as amended, supplemented, modified or restated from time to time.
“Lien” means, with respect to any asset, (a) any lien, charge, claim, mortgage, security interest, pledge or assignment of revenues of any kind in respect of such asset or (b) the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.
“Master Trust Indenture” means the Trust Indenture, dated as of May 1, 2015, by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee for the holders from time to time of the Commission’s power revenue bonds, as amended, supplemented, modified or restated from time to time in accordance with the terms hereof and thereof. “Material Litigation” has the meaning set forth in Section 4.5 hereof. “Maximum Rate” means the lesser of (a) the maximum non-usurious interest rate that may, under applicable federal law and applicable state law, be contracted for, charged or received under such laws and (b) 12% per annum; provided, however, that if the City or the Commission increases the maximum rate allowable, which currently set forth in clause (b) of this “Maximum Rate” definition, at any time during the term hereof, then such increased rate shall be the Maximum Rate. “Net Revenues” for any Fiscal Year (or other designated twelve -month period) means Revenues in such Fiscal Year (or other designated twelve -month period), less (a) Operation and Maintenance Expenses, and (b) any Priority R&R Fund Deposit for such Fiscal Year (or other designated twelve-month period).
“No-Issuance Notice” has the meaning set forth in the Letter of Credit. “Notes” means the Series A-3/A-3-T Notes.
“Obligations” means the Reimbursement Obligations (which includes amounts owing to the Bank evidenced by the Bank Note) and all other obligations of the Commission to the Bank arising under or in relation to this Agreement or the Fee Agreement. “Offering Memorandum” means any offering memorandum or similar disclosure document relating to the Series A-3/A-3-T Notes, among others, and the Commission as may be prepared by or on behalf of the Commission or the Dealers from time to time in connection with the offering and sale of Series A-3/A-3-T Notes.
“Operation and Maintenance Expenses” means the costs of the proper operation, maintenance and repair of the Power Enterprise and taxes, assessments or other governmental charges lawfully imposed on the Power Enterprise or the Revenues, or payments in lieu thereof, as determined in accordance with GAAP (as defined in the Master Trust Indenture). Operation -11-
and Maintenance Expenses shall include the payment of pension charges and proportionate payments to such compensation and other insurance or outside reserve funds as the Commission may establish or the Board may require with respect to employees of the Pow er Enterprise, as provided in Section 16.103(a) of the Charter. Operation and Maintenance Expenses shall also include repairs and maintenance costs that constitute operating expenses in accordance with GAAP (as defined in the Master Trust Indenture). Operation and Maintenance Expenses shall not include (a) any allowance for amortization, depreciation or obsolescence, (b) operation and maintenance expenses of the Water Enterprise, (c) operation and maintenance expenses of the Wastewater Enterprise, (d) operation and maintenance expenses of any Separate System, (e) any expense for which, or to the extent to which, the Commission is or will be paid or reimbursed from or by any source that is not included or includable as Revenues, (f) losses from any sale or other disposition of Power Enterprise assets, and (g) non-cash losses and costs that may be required or permitted under GAAP (as defined in the Master Trust Indenture) to be expensed, including deferred expenses and unrealized mark-to-market losses.
“Ordinance” has the meaning set forth in the recitals hereof. “Original Stated Amount” has the meaning set forth in Section 2.1 hereof. “Other Debt Documents” has the meaning set forth in Section 5.1(c)(i) hereof. “Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Basic Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Basic Document.
“Outstanding” has the meaning set forth in the Master Trust Indenture. “Parity Bank Facility” means the credit or liquidity facilities supporting one or more series of Parity Notes.
“Parity Bank Notes” means the revolving notes and/or term notes issued under Parity Credit Agreements entered into with respect to Parity Bank Facilities. “Parity Credit Agreements” means the credit agreements entered into with respect to Parity Bank Facilities.
“Parity Debt” means any Debt issued or incurred by the Commission and payable from and/or secured by a pledge of and lien and charge on revenues of and/or payable from the Power Enterprise and/or the Revenue Fund on a parity with the Series A -3/A-3-T Note s and the Obligations and includes, without limitation, the Bank Note, the Parity Notes and the Parity Bank Notes.
“Parity Notes” has the meaning set forth in the Issuing and Paying Agent Agreement. “Participant” has the meaning set forth in Section 7.3(b) hereof. -12-
“Participation” has the meaning set forth in Section 7.3(b) hereof. “Payment Account” means the payment account for the Bank set forth in Section 7.2 hereof.
“Person” means an individual, a firm, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. “Power Enterprise” means the Commission’s Power Enterprise established and existing as of the date of the Master Trust Indenture to provide electric power and related services to the City and its departments, agencies and commissions as well as other customers both in and outside of the City, including that portion of the Hetch Hetchy Project used for power generation, and all other power generation, transmission and distribution facilities and related facilities, streetlights, property and rights constituting a part of the Power Enterprise, together with any and all additions, improvements, betterments, renewals, replacements and repairs thereto and extensions thereof, but shall not include: (a) the Water Enterprise, (b) the Wastewater Enterprise, or (c) any Separate System.
“Power Enterprise Debt” means any Debt issued or incurred by the Commission and payable from or secured by a pledge of and lien on Power Enterprise Revenues and/or the Revenue Fund, including any obligations of the Commission under any related reimbursement agreements or liquidity agreements or bank notes secured by or payable from a pledge of and lien on Power Enterprise Revenues.
“Power Enterprise Revenues” has the meaning assigned to the term “Revenues” in the Master Trust Indenture.
“Prime Rate” means the rate of interest announced by the Bank from time to time as its prime commercial rate, or equivalent, as in effect on such day for United States dollar loans, with any change in the Prime Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate, it being understood that such rate may not be the Bank’s best or lowest rate. Any change in the Prime Rate announced by the Bank shall take effect at the opening of business on the day specified in the public announcement of such change.
“Prior Letter of Credit” has the meaning set forth in the recitals to this Agreement. “Priority R&R Fund Deposits” means, for any Fiscal Year or other designated twelve‑month period, the amount, if any, required by the Charter to be deposited in the Reconstruction and Replacement Fund established pursuant to the Master Trust Indenture from Revenues prior to deposits i n such Fiscal Year into the Bond Fund established pursuant to and defined under the Master Trust Indenture.
“Program Size” means $109,000,000 less the aggregate amount, if any, of all Reduction Amounts.
-13-
“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). “Qualified Counterparty” means a party other than the Commission which is the party to a Swap Agreement and, at the time of execution and delivery of the Swap Agreement, (a)(i) whose senior debt obligations are or claims -paying ability is rated in one of the three highest rating categories of each of at least two Rating Agencies (without regard to any gradations within a rating category) or (ii) whose obligations under the Swap Agreement are guaranteed for the entire term of the Swap Agreement by a Person whose senior debt obligations are or claims-paying ability is rated in one of the three highest rating categories of each of at least two Rating Agencies (without regard to any gradations within a rating category) and (b) which is otherwise qualified to act as the party to a Swap Agreement with the Commission under any applicable law. “Qualified Dealer” means, initially, (i) Barclays Capital Inc., (ii) Goldman Sachs & Co.

LLC, (iii) RBC Capital Markets LLC and (iv) any other financial institution on the list set forth in Exhibit E hereto which financial institution (or any parent or affiliate of such financial institution) has capital of not less than $500,000,000, and underlying ratings from S&P and Fitch of at least “A-” (or its equivalent) and “A -” (or its equivalent), respectively (unless, in each instance, the Bank in its discretion provides in writing an exception for a particular Dealer under specified circumstances), and (iv) at any time after the Closing Date, any other financial institution (or any parent or affiliate of such financial institution) with capital of not less than $500,000,000, and underlying ratings from S&P and Fitch of at least “A -” (or its equivalent) and “A -” (or its equivalent), respectively (unless, in each instance, the Bank in its sole discretion consents in writing to any other financial institution acting as a Dealer) approved in writing by the Bank, which approval shall not be unreasonably withheld or delayed. “Quarterly Date” means the first Business Day of each March, June, September or December.
“Rating Agency” and “Rating Agencies” means, individually or collectively, as applicable, Fitch and S&P.
“Reduction Amount” has the meaning set forth in Section 2.18(c) hereof. “Refundable Credits” means amounts payable by the Federal government to the Commission under direct-pay subsidy programs substantially similar to the Build America Bond program under Section 54AA of the Code.
“Reimbursement Obligations” means any and all obligations of the Commission to reimburse the Bank for Drawings under the Letter of Credit and all obligations to repay the Bank any Advance or Term Loan, including in each instance all interest accrued thereon, which obligations are evidenced and secured by the Bank Note. -14-
“Reserve Account Credit Facility” has the meaning set forth in the Master Trust Indenture. “Reserve Fund” has the meaning set forth in Section 5.7 of the Master Trust Indenture. “Resolutions” means Resolution No. 15-0183, adopted by the Commission on September 8, 2015, Resolution No. 18-0188, adopted by the Commission on November 13, 2018, Resolution No. 23-0040, adopted by the Commission on February 14, 2023, Resolution No. 24-0193, adopted by the Commission on September 10, 2024 and Resolution No. 25- [_____], adopted by the Commission on February [11], 2025.
“Revenue Fund” has the meaning set forth in the Master Trust Indenture. “Revenues” means all revenues, rates and charges received and accrued by the Commission for electric power and energy and other services, facilities and commodities sold, furnished or supplied by the Power Enterprise, together with income, earnings and profits therefrom (including interest earnings on the proceeds of any Bonds pending application thereof), as determined in accordance with GAAP (as defined in the Master Trust Indenture). Revenues shall include payments to the Power Enterprise on or with res pect to loans from any Separate System maintained by the Commission. Revenues shall not include (a) proceeds from the issuance of any obligations for borrowed money, (b) amounts loaned to the Power Enterprise, (c) Swap Agreement Receipts, (d) proceeds from taxes, (e) customer deposits while retained as such, (f) contributions in aid of construction, (g) gifts, (h) grants, (i) insurance or condemnation proceeds that are properly allocable to a capital account, (j) non-cash revenues or gains that may be required or permitted under GAAP (as defined in the Master Trust Indenture), including mark- to-market gains and deferred revenues, (k) money received by the Commission as the proceeds of the sale of any portion of the properties of the Power Enterprise, (l) amounts by their terms not available for the payment of Operation and Maintenance Expenses or principal and interest on the Bonds, (m) Refundable Credits; (n) revenues of any Separate System, ( o) Water Enterprise revenues as defined in the document or agreement governing the then- outstanding senior lien obligations of the Water Enterprise for borrowed money, and ( p) Wastewater Enterprise revenues as defined in the document or agreement governing the then- outstanding senior lien obligations of the Wastewater Enterprise for borrowed money.
“Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any amendments to such regulations.
“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.
“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions.
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department -15-
of the Treasury, the U.S. Department of State, or (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person. “Sanction(s)” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S.

Department of State.
“Semi-Annual Date” - means the first Quarterly Date that is at least 180 days following the date of the related Advance and the first Business Day of each sixth (6th) month thereafter. “Senior Debt” means any Debt issued or incurred by the Commission and secured by or payable from Revenues and/or the Revenue Fund on a basis senior or superior to the Series A-3/A- 3-T Notes and other Parity Notes and the Obligations and includes, without limitation, the Bonds. “Separate System” means any electric power or energy generation, transmission, or other facilities, property and rights that may be hereafter purchased, constructed or otherwise acquired by the Commission where the revenues derived from the ownership and operation of shall be pledged to the payment of bonds or other obligations for borrowed money issued or to purchase, construct or otherwise acquire such facilities, property and rights and shall not be included in Revenues and the operation and maintenance expenses with respect to which shall not be included in Operation and Maintenance Expenses.
“Series” has the meaning set forth in the Master Trust Indenture. “Series A-3 Bank Note” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Series A-3 Reimbursement Agreement” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Series A-3/A-3-T Notes” has the meaning set forth in the recitals to this Agreement. “SIFMA Rate” means, on any date, a rate determined on the basis of the seven- day high grade market index of tax- exempt variable rate demand obligations, as produced by Municipal Market Data and published or made available by the Securities Industry and Financial Market s Association or any Person acting in cooperation with or under the sponsorship of the Securities Industry and Financial Markets Association and acceptable to the Bank and effective from such date. In the event Municipal Market Data no longer produces an index satisfying the requirements of the preceding sentence, the SIFMA Rate (a/k/a, the “SIFMA Municipal Swap Index ”) shall be deemed to be the S&P Weekly High Grade Index, or if either such index is not available, such other similar national index as reasonably designated by the Bank. “State” means the State of California.
“Stated Amount” has the meaning set forth in the Letter of Credit. -16-
“Stated Expiration Date” has the meaning set forth in the Letter of Credit. “Subordinate Obligations” has the meaning set for the in the Master Indenture. “Subseries A-3 Notes” means the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Subseries A-3 (Tax-Exempt). “Swap Agreement” means any financial instrument that: (a) is entered into by the Commission with a party that is a Qualified Counterparty at the time the instrument is entered into; (b) is entered into with respect to all or a portion of a Series of Bonds; (c) is for a term not extending beyond the final maturity of the Series of Bonds or portion thereof to which it relates; (d) provides that the Commission shall pay to such Qualified Counterparty an amount accruing at either a fixed rate or a variable rate, as the case may be, on a notional amount equal to or less than the principal amount of the Series of Bonds or portion thereof to which it relates, and that such Qualified Counterparty shall pay to the Commission an amount accruing at either a variable ra te or fixed rate, as appropriate, on such notional amount; (e) provides that one party shall pay to the other party any net amounts due under such instrument; and (f) has been designated to the Trustee in the Supplemental Trust Indenture (as defined in the Master Trust Indenture) authorizing the issuance of the related Series of Bonds or portion thereof or in a Certificate (as defined in the Master Trust Indenture) of the Commission as a Swap Agreement with respect to such Bonds. “Swap Agreement Receipts” means the regularly scheduled net amounts required to be paid by a Qualified Counterparty to the Commission pursuant to a Swap Agreement. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. “Term Loan” has the meaning set forth in Section 2.4(e) hereof. “Term Loan Conversion Date” has the meaning set forth in Section 2.4(b) hereof. “Term Loan Maturity Date” means, with respect to any Term Loan, the earliest of (a) the five anniversary of the Term Loan Conversion Date for such Term Loan, (b) the fifth anniversary of the Stated Expiration Date as in effect on the date on which the related Term Loan was made, (c) the date an Alternate Facility becomes effective in accordance with Section 9.02 of the Issuing and Paying Agent Agreement, (d) the date on which the Stated Amount is permanently reduced to zero or the Letter of Credit is otherwise terminated prior to the Stated Expiration Date, including as a result of the occurrence of an Event of Default and (e) the Business Day when Series A-3/A- 3-T Notes or bonds are sold the proceeds of which could be used fund the repayment of any Term Loan.
“Termination Date” has the meaning set forth in the Letter of Credit. “2024 Audited Financial Statements” has the meaning set forth in Section 4.6 hereof. -17-
“Unpaid Drawing” has the meaning set forth in Section 2.3 hereof. “Wastewater Enterprise” means the municipal sanitary waste and storm water collection, treatment and disposal system, as located partially within and partially without the City, and all additions, betterments, and extensions to said sanitary waste and storm water system. “Water Enterprise” means the municipal water supply, storage and distribution system of the Commission, as located partially within and partially without the City, including all of the presently existing municipal water system of the City, and all additions, betterments, and extensions to said water system, but excluding any water supply, storage or distribution facilities which constitute part of the Hetch Hetchy Project.

The foregoing definitions are equally applicable to both the singular and plural forms of the defined terms. Any capitalized terms used herein which are not specifically defined herein have the same meanings herein as in the Issuing and Paying Agent Agreement.

Section 1.2. Interpretations. The table of contents and article and section headings of this Agreement are included herein for convenience of reference purposes only and shall not constitute a part of this Agreement or affect its interpretation in any respect. All references to time herein shall refer to local time in New York, New York unless otherwise provided herein.

Section 1.03. Accounting Terms . Unless otherwise inconsistent with the terms of this Agreement, all accounting terms shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

Section 1.04. Letter of Credit Amounts. Unless otherwise specified herein, the amount of the Letter of Credit at any time shall be deemed to be the maximum amount available to be drawn under the Letter of Credit, whether or not such maximum stated amount is in effect at such time.

Without limiting the foregoing, the determination of such maximum amount shall assume compliance with all conditions for drawing and no reduction for (a) any amount drawn by any drawing referred to in the Letter of Credit, the amount of which, in whole or in part, i s subject to reinstatement (unless such amount is not reinstated under the Letter of Credit), or (b) any amount not available to be drawn because Series A-3/A-3-T Notes are held by or for the account of the Commission.

A

RTICLE TWO

LETTER OF CREDIT
Section 2.1. Issuance of Letter of Credit . Upon the terms, subject to the conditions and relying upon the representations and warranties set forth in this Agreement or incorporated into Section 4.7 hereof, the Bank agrees to issue the Letter of Credit substantially in the form of Appendix I hereto. The Letter of Credit will be in the original stated amount of $109,000,000 (the “Original Stated Amount”), which is the sum of (i) the aggregate principal amount of the Series A-3/A-3-T Notes authorized to be issued under the Issuing and Paying Agent Agreement, plus -18-
(ii) interest thereon at the rate of 12 percent (12%) per annum for a period of two hundred seventy (270) days calculated on the basis of a 360-day year (and rounded up to the nearest dollar).

Section 2.2. Letter of Credit Drawings . The Issuing and Paying Agent is authorized to make Drawings under the Letter of Credit in accordance with its terms. The Commission authorizes the Bank to make payments under the Letter of Credit in the manner therein provided.

The Commission irrevoca bly approves reductions and reinstatements of the Stated Amount as provided in the Letter of Credit. Upon honoring any Drawing, the Bank shall be deemed to have made a loan to the Issuing and Paying Agent the proceeds of which shall be used by the Issuing and Paying Agent to pay the principal of and accrued interest on Series A -3/A-3-T Notes at the stated maturity thereof.

Section 2.3. Reimbursement. Subject to the provisions of Section 2.4 hereof, the Commission agrees to pay, or to cause to be paid, to the Bank (i) on each date on which the Bank honors any demand for payment under the Letter of Credit (each such payment by the Bank being referred to as a “Drawing” ) a sum equal to the amount so paid under the Letter of Credit (any amount so paid until reimbursed being referred to as an “Unpaid Drawing” ), plus (ii) interest on each such Unpaid Drawing from and including the date such Drawing is paid until the Bank is reimbursed in full for such Drawing equal to the Default Rate. Subject to the provisions of Section 2.4 hereof respecting Advances (each of which Advances when made will constitute reimbursement of a Drawing in an amount equal to the amount of such Advance), the Commission is obligated, without notice of a Drawing or demand for reimbursement (which notice is waived by the Commission), to reimburse the Bank for all Drawings on the same day as made. The amount of any Drawing relating to ac crued interest on the related Series A -3/A-3-T Note s must be reimbursed by the Commission the date on which such Drawing honored by the Bank. If a Drawing is reimbursed at or prior to 4:00 p.m., New York City time, on the same day on which it is made, no interest will be payable such Drawing.

Section 2.4. Advances; Term Loans.
(a) Making of Advances. The Bank agrees that if (i) the Bank pays any Drawing under the Letter of Credit, (ii) the portion of such Drawing relating to the principal amount of the related Series A-3/A-3-T Notes will not be reimbursed in full on the date of such Drawing by payment to the Bank as provided in Section 2.3 hereof and (iii)(A) the representations and warranties of the Commission contained in Article Four of this Agreement are true and correct as of the date of such Drawing, and (B) no Default or Event of Default has occurred and is continuing on the date of such Drawing, the portion of such Drawing relating to the principal amount of the related Series A-3/A-3-T Notes (or the portion thereof) which is not so reimbursed by the Commission to the Bank will automatically constitute an advance (individually an “Advance” and, collectively, the “Advances”) made by the Bank to the Commission on the date of and in an amount equal to the amount of such Drawing relating to the principal amount of the related Series A -3/A-3-T Notes (or portion thereof) which is not so reimbursed by the Commission to the Bank. For purposes of Section 2.3 hereof, each Advance when made will constitute reimbursement of the portion of the related Drawing relating to the principal amount of the related Series A -3/A-3-T Note s in an amount equal to the amount of such Advance; and each Advance when made will preclude, to the extent of the amount of such Advance, the portion of the related Drawing relating to the principal -19-
amount of the related Series A -3/A-3-T Notes from being or constituting an Unpaid Drawing.

Unless the Commission has otherwise previously advised the Bank in writing, payment by the Bank of any Drawing under the Letter of Credit will be deemed to constitute a representation and warranty by the Comm ission that on the date of such Drawing (i) the representations and warranties of the Commission contained in Article Four are true and correct on such date, (ii) no event has occurred and is continuing which has or is having a material adverse effect on the Commission’s obligations under this Agreement, the Fee Agreement, the Bank Note or the any of the other Basic Documents to which the Commission is a party or the ability of the Commission to perform its obliga tions in connection herewith or therewith and (iii) no Default or Event of Default has occurred and is continuing on such date.
(b) Payment of Principal and Interest on Advances . Except as otherwise required or permitted by Section 2.4(c), 2.4(d) or 2.4(e) of this Agreement, the Commission shall repay, or cause to be repaid, the unpaid principal amount of each Advance on the earlier to occur of (i) the ninetieth (90th) day following the date such Advance was made and (ii) the Termination Date (with respect such Advance, the “Term Loan Conversion Date” ). The Commission shall pay interest on the amount of each Advance from the date of such Advance until paid in full at the Bank Rate from to time in effect; provided that, from and after the occurrence of an Event of Default, each Advance will bear interest at the Default Rate. Interest on each Advance shall be payable monthly, in arrears, on the first Business Day of each month (commencing with the first such date to occur after the making of the related Advance) and upon prepayment or maturity of such Advance. The amount of accrued interest on any Advance must be reimbursed by the Commission on the Term Loan Conversion Date.
(c) Mandatory Prepayment of Advances and Term Loans. The Commission shall prepay Advances and Term Loans if the aggregate proceeds of the issuance of Series A -3/A-3-T Notes exceed the aggregate principal amount of Series A -3/A-3-T Notes maturing on the date of such issuance. On the date of each such prepayment of Advances or Term Loans, as applicable (or portions thereof), the Commission shall pay to the Bank interest accrued and unpaid to the date of such prepayment on the aggregate amount of the Advances and Term Loans (or portions thereof) prepaid. Upon the Bank’s receipt of any payment or prepayment of any Advance or Term Loan, the amount of such Advance and/or Term Loan shall be reduced by the amount of such payment or prepayment. Any prepayment pursuant to this paragraph (c) or paragraph (d) below will be applied first to outstanding Term Loans, in the inverse order of maturity, and then to outstanding Advances in the inverse order of maturity.
(d) Optional Prepayment. The Commission may prepay Advances in whole, or in part in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof, in each case without penalty or premium, on one Business Day’s prior written notice, such prepayment to be applied as set forth in paragraph (c) above.
(e) Term Loan Option. On a Term Loan Conversion Date, each Advance maturing on such date will, if the conditions set forth in Section 2.4(f) hereof have been satisfied, be converted to a term loan (a “Term Loan”).
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(f) Conditions Precedent to Term Loans . Principal amounts owed by the Commission for Advances remaining unpaid on their respective Term Loan Conversion Dates will be converted to Term Loans if and only if:
(i) the representations and warranties of the Commission contained in Article Four of this Agreement are true and correct on and as of the Term Loan Conversion Date, and deemed made as of such date, as though made on and as of such date; (ii) no event has occurred and is continuing which has or is having a material adverse effect on the Commission’s obligations under this Agreement, the Fee Agreement, the Bank Note or the any of the other Basic Documents to which the Commission is a party or the ability of the Commission to perform its obligations in connection herew ith or therewith;
(iii) no Default or Event of Default has occurred and is continuing or would result from converting the Advance to a Term Loan; and
(iv) no No-Issuance Notice is in effect; no Final Drawing Notice is in effect; and no Acceleration Notice has been delivered to the Commission. (g) Repayment of Term Loans . The Commission agrees to pay to the Bank an amount equal to the unpaid principal amount of each Term Loan made by the Bank, together with interest thereon from and including the Term Loan Conversion Date to but excluding the date the Bank is reimbursed therefor at a rate per annum equal to the Bank Rate; provided that, from and after the occurrence of an Event of Default, each Term Loan will bear interest at the Default Rate. Interest on the unpaid balance of each Term Loan must be paid to the Bank monthly in arrears on the first Business Day of each calendar month during the term of such Term Loan (commencing with the first such date to occur after the applicable Term Loan Conversion Date) and on the Term Loan Maturity Date. Each Term Loan must be repaid in equal (o r as nearly as possible) semiannual installments (each such installment referred to as a “Principal Payment” ), such Principal Payments to commence on the first Semi -Annual Date that is at least one hundred eighty (180) days following the date of the related Advance and on each Semi-Annual Date thereafter and with the final installment being due and payable on the Term Loan Maturity Date, until paid in full; provided that the unpaid amount of each Term Loan must be paid in full not later than the applicable Term Loan Maturity Date; provided, further, that if the Commission elects to prepay a Term Loan in part, such prepayment will be applied (i) to the Term Loans in inverse order of the Term Loan Conversion Dates of the Term Loans and (ii) to the remaining Principal Payments relating to each Term Loan prepaid in inverse order of the due dates of such Principal Payments. (h) Prepayment of Term Loans. The Authority may prepay any Term Loan in whole, or in part in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof, in each case without penalty, on two Business Days’ prior written notice, such prepayment to be applied as set forth in paragraph (g) above.

Section 2.5. Fees. The Commission agrees to pay and perform its obligations provided for in the Fee Agreement, including the payment of all fees and expenses provided for therein in -21-
the amounts and on the dates set forth therein. The terms and provisions of the Fee Agreement are incorporated herein by reference. All references to amounts due under this Agreement will be deemed to include all amounts and obligations (including, but not limited to, fees and expenses) due under the Fee Agreement. All fees paid under this Agreement and the Fee Agreement will be fully earned when due and nonrefundable when paid.

Section 2.6. The Bank Note . All Reimbursement Obligations will be evidenced by one promissory note of the Commission, designated “San Francisco Public Utilities Commission Subseries A-3 and Subseries A -3-T Bank Note, (Power Series),” in substantially the form of Exhibit A hereto (the “Bank Note”), to be issued on the Closing Date, payable to the Bank in a principal amount equal to the Original Stated Amount. All Reimbursement Obligations owed to the Bank and all payments and prepayments made on account of principal and interest thereof will be recorded by the Bank on the schedule (or a continuation thereof) attached to the Bank Note, it being understood, however, that failure by the Bank to make any such endorsement will not affect the obligations of the Commission hereunder or under the Bank Note in respect of unpaid principal of and interest on the Reimbursement Obligations. The Commission shall pay principal and interest on the Bank Note on the dates and at the rates provided for in Sections 2.3 and 2.4 hereof with respect to Unpaid Drawings, Advances and Term Loans. The Commission’s obligations to repay Reimbursement Obligations as provided herein shall be evidenced and secured by the Bank Note, and the Commission shall repay the required amount under the Bank Note on each date on which the Commission is required to make a ny principal payment on an Advance or Term Loan, as applicable, in an amount equal to the Advance or Term Loan payment amount, as applicable, due on such date, including any accrued interest thereon, as applicable.

Section 2.7. Termination of Letter of Credit; Reduction of Stated Amount . (a) Notwithstanding any provision of this Agreement to the contrary, the Commission agrees not to terminate or replace the Letter of Credit, except upon (i) the payment to the Bank of all Obligations payable hereunder and under the Bank Note and the Fee Agreement and (ii) the Commission providing the Bank with thirty (30) days’ prior written notice of its intent to terminate or replace the Letter of Credit; provided that all Obligations to the Bank must be paid to the Bank at or prior to the time of termination and any such termination or replacement of the Letter of Credit must be in compliance with the terms of the Issuing and Paying Agent Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, the Commission agrees not to permanently reduce the Stated Amount, except (i) upon the Commission providing the Bank with thirty (30) days’ prior written notice of its intent to permanently reduce the Stated Amount, and (ii) upon payment by the Commission of all fees and expenses owed under the Bank Note or Fee Agreement, as applicable.

Section 2.8. Computation of Interest and Fees . Interest and fees payable hereunder and under the Fee Agreement shall be calculated on the basis of a year of 360 days and the actual number of days elapsed. Interest will accrue during each period during which interest is computed from and including the first day thereof to but excluding the last day thereof.

Section 2.9. Payment Due on Non- Business Day to Be Made on Next Business Day . If any sum becomes payable pursuant to this Agreement on a day which is not a Business Day, the -22-
date for payment thereof will be extended, without penalty, to the next succeeding Business Day, and such extended time will be included in the computation of interest and fees.

Section 2.10. Default Rate. If any Obligation is not paid when due, such Obligation will bear interest until paid in full at a rate per annum equal to the Default Rate, payable on demand.

Upon the occurrence and during the continuance of an Event of Default, the Obligations of the Commission hereunder will bear interest at the Default Rate, which interest will be payable by the Commission to the Bank upon demand therefor.

Section 2.11. Source of Funds. All payments made by the Bank pursuant to the Letter of Credit will be made from funds of the Bank and not from the funds of any other Person.

Section 2.12. Extension of Stated Expiration Date . If the Commission on any date which is not more than one hundred twenty (120) days nor less than sixty (60) days prior to the Stated Expiration Date (as the same may be extended from time to time) submits to the Bank a written request for an extension of the Stated Expiration Date for a period as specified in such written request, the Bank shall make reasonable efforts to respond to such request thirty (30) days after receipt of all information necessary, in the Bank’s reasonable judgment, to permit the Bank to make an informed credit decision. If the Bank fails to definitively respond to request within such period of time, the Bank will be deemed to have refused to grant the extension requested. The Bank may, in its sole and absolute discretion, decide to accept or reject any such proposed extension, and no extension will become effective unless the Bank has consented thereto writing.

The consent of the Bank, if granted, is conditioned upon the preparation, execution and delivery of documentation in form and substance reasonably satisfactory to the Bank and consistent with this Agreement. If such an extension request is accepted by the Bank in its sole and absolute discretion, the then current Stated Expiration Date for the Letter of Credit will be extended to the agreed to by the Commission and the Bank.

Section 2.13. Taxes.
(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Commission hereunder, under the Bank Note or under the Fee Agreement must be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Commission is required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable will be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Bank or any Participant receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Commission shall make such deductions and (iii) the Commission shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. (b) Payment of Other Taxes by the Commission. Without limiting the provisions of paragraph (a) above, the Commission shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. -23-
(c) Indemnification by the Commission. The Commission shall indemnify the Bank and each Participant, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable t o amounts payable under this Section) paid by the Bank or such Participant and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Commission by the Bank or any Participant will be conclusive absent manifest error. In addition, the Commission shall indemnify the Bank and each Participant, within thirty (30) days after demand therefor, for any incremental Taxes that may become payable by the Bank or such Participant as a result of any failure of the Commission to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Bank or such Participant pursuant to paragraph (d) below, documentation evidencing the payment of Taxes. (d) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Commission to a Governmental Authority, the Commission shall deliver to the Bank or the applicable Participant the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Bank or such Participant, as applicable.
(e) Treatment of Certain Refunds. If the Bank or any Participant determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified pursuant to this Section (including additional amounts paid by the Commission to this Section), it shall pay to the applicable indemnifying party an amount equal to such refund only to the extent of indemnity payments made, or additional amounts paid, under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out -of-pocket expenses of the Bank or such Participant, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the applicable indemnifying party, upon the request of the Bank or such Participant, as applicable, agrees to repay the amount over paid pursuant to this Section (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Bank or such Participant in the event the Bank or such Participant required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the Bank or any Participant be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place Bank or such Participant in a less favorable net after -Tax position than the Bank or such Participant would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph will not be construed to require the Bank or any Participant make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Commission or any other Person. (f) Survival. Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and obligations of the Commission contained in this Section will survive the termination of this Agreement and the Letter of Credit and the payment in full of the Bank Note and the obligations of the Commission thereunder and hereunder. -24-
Section 2.14. Increased Costs.
(a) Increased Costs Generally. If any Change in Law:
(i) imposes, modifies or deems applicable any reserve, liquidity ratio, special deposit, insurance premium, fee, financial charge, monetary burden, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, the Bank or any Participant or the Bank’s or any Participant’s parent or holding company, as the case may be, or funding any Drawing under the Letter of Credit or maintaining the Lett er of Credit, or complying with any term of this Agreement, or against assets held by, or deposits with or for the account of the Bank or such Participant or the Bank’s or any such Participant’s parent or holding company, as the case may be;
(ii) subjects the Bank or any Participant or the Bank’s or any Participant’s parent or holding company, as the case may be, to any Tax of any kind whatsoever with respect to this Agreement, the Bank Note, the Fee Agreement or the Letter of Credit or changes the basis of taxation of payments to the Bank or such Participant or the Bank’s or the Participant’s parent or holding company, as the case may be, in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.13 and the imposition of, or any change in the rate of, any Excluded Tax payable by the Bank or any Participant or the Bank’s or any Participant’s parent or holding company); (iii) subject credits or commitments to extend credit extended by the Bank or any Participant or the Bank’s or any Participant’s parent or holding company, as the case may be, to any assessment or other cost imposed by the Federal Deposit Insurance Corporation or any successor thereto; or
(iv) imposes on the Bank or any Participant or the Bank’s or any Participant’s parent or holding company, as the case may be, any other condition, cost or expense affecting this Agreement, the Bank Note, the Fee Agreement or the Letter of Credit; and the result of any of the foregoing is to increase the cost to the Bank or such Participant or the Bank’s or such Participant’s parent or holding company, as the case may be, related funding any Drawing under the Letter of Credit or issuing or maintaining the Letter of Credit or participation therein, as the case may be, or to reduce the amount of any sum received or by the Bank or such Participant or by the Bank’s or such Participant’s parent or holding company, hereunder, under the Bank Note or under the Fee Agreement (whether of principal, interest or any other amount), then, upon written request of the Bank or Participant as set forth in paragraph (c) of this Section, the Commission shall promptly pay to the Bank or such Participant, as the case may be, such additional amount or amounts as will compensate the Bank or such Participant or the Bank’s or such Participant’s parent or holding company, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, the amount that any Participant will be entitled to receive under this Section 2.14(a) will in no event exceed the amount that the Bank would have been entitled to receive under this Section 2.14(a) had such Participant’s funding obligation been a direct obligation of the Bank.
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(b) Capital or Liquidity Requirements . If the Bank or any Participant determines that any Change in Law affecting the Bank or such Participant or the Bank’s or such Participant’s parent or holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Bank’s or such Participant’s capital or liquidity or on the capital or liquidity of the Bank’s or such Participant’s parent or holding company, if any, as a consequence of this Agreement, the Bank Note, the Fee Agreement or the Letter of Credit, to a level below that which the Bank or such Participant or the Bank’s or such Participant’s parent or holding company could have achieved but for such Change in Law (taking into consideration the Bank’s or such Participant’s policies and the policies of the Bank’s or such Participant’s parent tor holding company with respect to capital adequacy), then from time to time, upon written request of the Bank or such Participant as set forth in paragraph (c) of this Section, the Commission will pay to the Bank or such Participant such additional amount or amounts as will compensate the Bank or such Participant or the Bank’s or such Participant’s parent or holding company for any such reduction suffered. Notwithstanding the foregoing, the amount that any Participant will be entitled to receive under this Section 2.14(b) will in no event exceed the amount that the Bank would have been entitled to receive under this Section 2.14(b) had such Participant’s funding obligation been a direct obligation of the Bank.
(c) Certificates for Reimbursement. A certificate of the Bank or a Participant setting forth the amount or amounts necessary to compensate the Bank or such Participant or the Bank’s or such Participant’s parent or holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Commission, will be conclusive absent manifest error.

The Commission shall pay the Bank or such Participant, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof. (d) Delay in Requests . Failure or delay on the part of the Bank or any Participant to demand compensation pursuant to this Section will not constitute a waiver of the Bank’s or such Participant’s right to demand such compensation; provided that the Commission is not required to compensate the Bank or such Participant pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that the Bank or such Participant, as the case may be, notifies the Commission of the Change in Law giving rise to such increased costs or reductions, and of the Bank’s or such Participant’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180) day period referred to above will be extended to include the period of retroactive effect thereof, and if the Bank or any such Participant had no actual knowledge of the action resulting in such increased costs as of the date six (6) months prior to the date of notice to the Commission, then the six-month period referred to above will not apply). As of the Closing Date, the Bank has no knowledge of any enacted, adopted or issued Change in Law that would result in the imposition of increased costs pursuant to this Section 2.14. (e) Survival. Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and obligations of the Commission contained in this will survive the termination of this Agreement and the Letter of Credit and the payment in full of Bank Note and the obligations of the Commission thereunder and hereunder. -26-
Section 2.15. Margin Regulations. No portion of the proceeds of any Drawing under the Letter of Credit may be used by the Commission (or the Issuing and Paying Agent or any other Person on behalf of the Commission) for the purpose of “purchasing” or “carrying” any margin stock or used in any manner which might cause the borrowing or the application of such proceeds to violate Regulation U, Regulation T or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of said Board of Governors or to violate the Securities Exchange Act of 1934, as amended, in each case as in effect on the date or dates of such Drawings or such use of proceeds.

Section 2.16. Maximum Rate; Payment of Fee. Anything in Section 2.3, 2.4 or 2.10 hereof to the contrary notwithstanding, the amount of interest payable hereunder for any interest period will not exceed the Maximum Rate. If for any interest period the applicable interest rate would exceed the Maximum Rate, then (i) such interest rate will not exceed but will be capped at such Maximum Rate and (ii) in any interest period thereafter that the applicable interest rate is less than the Maximum Rate, any Obligation hereunder will bear interest at the Ma ximum Rate until the earlier of (x) payment to the Bank of an amount equal to the amount which would have accrued but for the limitation set forth in this Section and (y) the Term Loan Maturity Date. Upon the Term Loan Maturity Date or, if no Term Loan is or could be outstanding on the Termination Date, the Termination Date, in consideration for the limitation of the rate of interest otherwise payable hereunder, to the extent permitted by Applicable Law, the Commission shall pay to the Bank a fee in an amount equal to the amount which would have accrued but for the limitation set forth in this Section that has not previously been paid to the Bank in accordance with the immediately preceding sentence.

Section 2.17. Security of Obligations . Notwithstanding any other provision of this Agreement or any other Basic Document to the contrary, all obligations to the Bank under this Agreement, including, without limitation, the Bank Note, are limited obligations of the Commission payable solely from Revenues and the Revenue Fund, as provided in the Issuing and Paying Agent Agreement, and subject to application as set forth in the Master Trust Indenture.

The Obligations and the Bank Note are Subordinate Obligations (as defined in the Master Trust Agreement).

Section 2.18. Commercial Paper Operations.
(a) Issuance Generally. The Commission shall permit Series A -3/A-3-T Note s to be issued, and authorize the Issuing and Paying Agent to issue Series A -3/A-3-T Note s, only in accordance with the terms of the Issuing and Paying Agent Agreement and this Agreement. (b) No-Issuance Notices; Final Drawing Notice; Acceleration Notice. Series A-3/A-3-T Notes may be issued from time to time prior to the Stated Expiration Date in accordance herewith and with the Issuing and Paying Agent Agreement so long as (i) the Issuing and Paying Agent is not in receipt of No-Issuance Notice by the Bank that has not been rescinded; and (ii) the Issuing and Paying Agent not in receipt of the Final Drawing Notice or the Acceleration Notice. The Bank may deliver a No -No-Issuance Notice at any time a Default or an Event of Default has occurred and is continuing. Bank may deliver the Final Drawing Notice at any time when an Event of Default has occurred and continuing. The Bank may deliver the Acceleration Notice at any time -27-
an “event of default” has occurred and is continuing under the Issuing and Paying Agent Agreement. A No -Issuance Notice, the Final Drawing Notice or the Acceleration Notice (for purposes of this Section 2.18(b)) is effective when received by the Issuing and Paying Agent; provided, however, that a No -Issuance Notice, the Final Drawing Notice or the Acceleration Notice received by the Issuing and Paying Agent after 12:00 Noon, New York City time, on any Business Day on which Series A-3/A-3-T Notes are being issued will be effective on the next succeeding Business Day. A No -Issuance Notice, the Final Drawing Notice or the Acceleration Notice may be given by facsimile or electronic mail transmission, confirmed in writing within 24 hours, but the failure to so confirm such No -Issuance Notice, the Final Drawing Notice or the Acceleration Notice in writing will not render such No-Issuance Notice, the Final Drawing Notice or the Acceleration Notice ineffective. The Bank shall furnish a copy of any No-Issuance Notice, the Final Drawing Notice and the Acceleration Notice to the Commission and the Dealers promptly following delivery thereof to the Issuing and Paying Agent, but the failure to furnish any such copy will not render ineffective such No-Issuance Notice, the Final Drawing Notice or the Acceleration Notice.
(c) Reduction in Program Size . In the event the Commission elects not to issue Series A-3/A-3-T Notes up to the Maximum Rate, or otherwise limits the interest rate on a rollover of Series A-3/A-3-T Notes to a rate of interest less than the Maximum Rate and, as a result of these actions the Bank is not reimbursed for a Drawing made to pay maturing Series A -3/A-3-T Notes, then the Bank may deliver written notice to the Commission with a copy to the Issuing and Paying Agent and the Dealer or Dealers for the Series A -3/A-3-T Notes instructing the Commission to permanently reduce the Program Size by the principal amount of the Drawing made to purchase such maturing Series A-3/A-3-T Notes (the “Reduction Amount”). In the event the Bank delivers such a notice, the Commission shall cause the Issuing and Paying Agent to promptly deliver to the Bank a reduction certificate in the form of Annex G to the Letter of Credit requesting that the principal component of the Letter of Credit be reduced by the Reduction Amount and that the interest component of the Letter of Credit be proportionately reduced. Notwithstanding any other provision of this Agreement to the contrary, the Commission shall repay the amount of any Advance resulting from an Unpaid Drawing contemplated by this Section 2.18(c) together with accrued interest thereon no later than the date that is thirty (30) days following the date of such Advance.

Section 2.19. Method of Payment; Etc. All payments to be made by the Commission under this Agreement, the Bank Note or the Fee Agreement must be made to the Payment Account not later than 4:00 p.m. on the date when due and must be made in lawful money of the United States of America in freel y transferable and immediately available funds. Any payment received after such time shall be deemed to be received on the next succeeding Business Day for purposes of calculating any interest payable in respect thereof.
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ARTICLE THREE

CONDITIONS PRECEDENT
Section 3.1. Conditions Precedent to Effectiveness . As conditions precedent to the obligation of the Bank to issue the Letter of Credit, each of the following conditions precedent must have been fulfilled to the satisfaction of the Bank and its counsel:
(a) Opinions. The Bank has received (i) an opinion of the City Attorney of the City dated the Closing Date and addressed to the Bank (or on which the Bank may rely) to the effect that (A) the Commission is duly organized and validly existing as a commission of the City pursuant to the Charter with full legal power and authority to execute this Agreement, the Fee Agreement, the Bank Note, the Issuing and Paying Agent Agreement and the other Basic Documents to which it is a party and to issue the Series A -3/A-3-T Notes; (B) this Agreement, the Fee Agreement , the Bank Note, the Issuing and Paying Agent Agreement and the other Basic Documents to which it is a party are valid and binding agreements of the Commission enforceable against the Commission in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights, to general principles of equity and to limitations on remedies against public agencies; (C) no authorization, approval, consent or order of any agency or body having jurisdiction over the Commission is required in connection with the issuance of the Series A-3/A-3-T Notes which has not been obtained; (D) the issuance of the Series A-3/A-3-T Notes and the execution, delivery and performance of this Agreement, the Fee Agreement, the Bank Note, the Issuing and Paying Agent Agreement the other Basic Documents to which it is a party do not conflict with any law or material to which the Commission is a party or cause a default under any materia l documents to which the Commission is a party; and (E) no litigation is pending or, to the best knowledge of the City threatened against the Commission threatening its existence or power, its ability to issue the Series A -3/A-3-T Note s to enter into and perform its obligations under this Agreement, the Fee Agreement, the Bank Note, the Issuing and Paying Agent Agreement and the other Basic Documents to which it is a party or in which a final adverse decision could materially affect the business, operations or financial condition of the Commission, such opinion (or, in lieu thereof, a reliance letter) to be addressed to the Bank, dated the Closing Date and in form and substance satisfactory to the Bank; (ii) an opinion of the Bond Counsel dated the Closing D ate and addressed to the Bank (or on which the Bank may rely) to the effect that (1) the Commission is duly organized and validly existing as a commission of the City pursuant to the Charter with full power and authority to execute this Agreement, the Fee Agreement and the other Basic Documents and to issue the Series A-3/A-3-T Notes; and (2) this Agreement, the Fee Agreement, the Bank Note, the Issuing and Paying Agent Agreement and the other Basic Documents are valid and binding agreements of the Commission enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights, to general principles of equit y and to limitations on remedies against public agencies and (iii) an opinion of the Commission’s tax counsel dated the Closing Date and addressed to the Bank (or on which the Bank may rely) to the effect that the interest on the Subseries A- 3 Notes that are to be issued on a tax-exempt basis is excludable from the gross income of -29-
the recipients thereof for Federal income tax purposes and for State of California income tax purposes.
(b) Documents. The Bank has received executed copies of this Agreement, the Fee Agreement, the Ordinance, each Dealer Agreement that is to be in effect on the Closing Date, the Resolution, the Issuing and Paying Agent Agreement and the Bank Note, including all amendments and supplements, if any, to the foregoing, certified by the Secretary of the Commission, the Clerk of the Board or any Authorized Representative or the Board, as applicable, as being in full force and effect on and as of the Closing Date. (c) Defaults; Representations and Warranties. On and as of the Closing Date, (i) no Default or Event of Default and no default or event of default under any of the other Basic Documents has occurred and is continuing or would occur upon the issuance of the Letter of Credit or the making of any Adva nce or Term Loan and (ii) the representations of the Commission set forth in Article Four hereof and in each of the other Basic Documents are true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date. (d) No Litigation. No action, suit, investigation or proceeding is pending or, to the knowledge of the Commission, threatened (i) in connection with the Series A-3/A-3-T Notes or the other Basic Documents or any transactions contemplated thereby or hereby or (ii) against or affecting the Commission, the result of which could have a material adverse effect on the business, operations or condition (financial or otherwise) of the Commission or its ability to perform its obligations hereunder, under the Fee Agreement or under the Series A-3/A-3-T Notes or the other Basic Documents to which it is a party. (e) No Material Adverse Change. Since the date of the 2024 Audited Financial Statements, (i) no material adverse change has occurred in the status of the business, operations or condition (financial or otherwise) of the Commission or its ability to perform its obligations hereunder, under the Fee Agreement or unde r the Series A -3/A-3-T Notes or the other Basic Documents to which it is a party and (ii) no law, regulation, ruling or other action (or interpretation or administration thereof) of the United St ates, the State of California or any political subdivision or authority therein or thereof is in effect or has occurred, the effect of which would be to prevent the Bank from fulfilling its obligations hereunder or under the Series A -3/A-3-T Notes, this Agreement, the Fee Agreement , the Bank Note, the Issuing and Paying Agent Agreement or the other Basic Documents to which it is a party.
(f) Certificate. The Bank has received (i) certified copies of all proceedings of the Commission authorizing the execution, delivery and performance of this Agreement, the Fee Agreement, the Bank Note and the other Basic Documents to which it is a party and the transactions contemplated hereby and thereby and (ii) a certificate or certificates of one or more Authorized Representatives dated the Closing Date certifying the accuracy of the statements made in Section 3.1(c), (d) and (e) hereof and further certifying the name, incumbency and signature of each individual authorized to sign this Agreement, the Fee Agreement, the Bank Note, the other Basic Documents to which the Commission is a party -30-
and the other documents or certificates to be delivered by the Commission pursuant hereto or thereto, on which certification the Bank may conclusively rely until a revised certificate is similarly delivered, and that the conditions precedent set forth in t his Section 3.1 have been satisfied and (iii) a Certificate of Designated Representatives certifying the name, incumbency and signature of each “Designated Representative” authorized to act on behalf of the General Manager in accordance with the Issuing an d Paying Agent Agreement and with respect to actions taken under this Agreement and the Fee Agreement on which the Bank may conclusively rely until a revised certificate is similarly delivered. (g) Payment of Fees . The Bank has received all fees and expenses due and payable to the Bank or its legal counsel pursuant to the Fee Agreement or alternative arrangements satisfactory therefor have been made with the Bank. (h) Financial Statements. The Bank has received the 2024 Audited Financial Statements, internally prepared quarterly budget reports of the Commission for the most recent fiscal quarter end and a copy of the current quarterly budgeting status report, if not previously provided.
(i) Offering Memorandum . The Bank has received a copy of the Offering Memorandum.
(j) CUSIP and Rating for Bank Note . The Bank has received written confirmation that (a) a CUSIP number has been obtained from Standard and Poor’s CUSIP Services for the Bank Note and (b) the Bank Note (and its CUSIP number) has been assigned a long-term rating of at least investment grade from any Rating Agency. (k) Series A-3/A-3-T Notes Rating. The Bank has received written confirmation that the Series A-3/A-3-T Notes have been rated “[__]” by Standard & Poor’s and that the underlying long-term credit ratings assigned to the Commission’s unenhanced Bonds are at least “[__]” by Standard & Poor’s and “[__]” by Fitch. (l) Other Matters. The Bank has received such other statements, certificates, agreements, documents and information with respect to the Commission and matters contemplated by this Agreement as the Bank may have requested.

In addition, (A) the Bank shall have made a reasonable determination that, as of the Closing Date, no Law or other action of the United States of America, the State or any other authority or any political subdivision or authority therein or thereof is in effect or has occurred, effect of which would be to prevent the Commission, the Issuing and Paying Agent, the Dealers the Bank from fulfilling their respective obligations under th is Agreement and the other Basic Documents and (B) no material adverse change in the financial condition of the Commission or in the Laws (or their interpretation or administration) currently in effect and applicable to the parties hereto and the transactions contemplated hereby has occurred as reasonably determined by the Bank. T he execution and delivery of this Agreement by the Bank signifies its having made such determination.
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ARTICLE FOUR

REPRESENTATIONS AND WARRANTIES
In order to induce the Bank to issue the Letter of Credit, the Commission represents and warrants to the Bank as follows as of the Closing Date and as of the date of each Drawing under the Letter of Credit:

Section 4.1. Organization, Powers, Etc. The Commission (a) is a commission of the City and County of San Francisco organized and existing under the Charter; (b) has the full legal right, power and authority to (i) issue and sell the Series A-3/A-3-T Notes in accordance with the Issuing and Paying Agent Agreement, (ii) own and operate the Power Enterprise and control its properties and to carry on its business as now conducted and as contemplated to be conducted in connection with the issuance of the Series A-3/A-3-T Notes, and the execution, delivery and performance of its obligations under this Agreement, the Fee Agreement, the Bank Note and the other Basic Documents to which it is a party, (iii) execute, deliver and perform its obligations under the Bank Note, the Fee Agreement, the other Basic Documents to which it is a party and this Agreement and (iv) provide for the security of the Series A -3/A-3-T Notes and the Bank Note pursuant to the Charter, the Issuing and Paying Agent Agreement and the Master Trust Indenture; and (c) has complied with all Laws in all matters related to such actions of the Commission as are contemplated by this Agreement, the Bank N ote, the Fee Agreement and the other Basic Documents to which it is a party.

Section 4.2. Authorization, Absence of Conflicts, Etc. The issuance of the Series A-3/A- 3-T Notes and the execution, delivery and performance by the Commission of this Agreement, the Bank Note, the Fee Agreement and the other Basic Documents to which it is a party (a) have been duly authorized by all necessary action on the part of the Commission, (b) do not and will not conflict with, or result in a violation of, any Laws, including the Charter, or any order, writ, rule or regulation of any court or governmental agency or instrumentality binding upon or appl icable to the Commission which violation would result in a material adverse impact on the Commission and (c) do not and will not conflict with, result in a violation of, or constitute a default under, any resolution, agreement or instrument to which the Commission is a party or by which the Commission or any of its property is bound which, in any case, would result in a material adverse impact on the Commission.

Section 4.3. Binding Obligations; Security for Bank Note . (a) This Agreement, the Fee Agreement, the Bank Note and each of the other Basic Documents to which the Commission is a party, when executed by the parties hereto and thereto, be valid and binding obligations of the Commission (assuming due authorization and execution by the other parties thereto) enforceable against the Commission in accordance with their respective terms, except to the extent, if any, that the enforceability thereof may be limited by (i) any bankruptcy, insolvency, reorganization, moratorium or other similar law of the State or Federal government affecting the enforcement of creditors’ rights generally heretofore or hereafter enacted, (ii) the fact that enforcement may also be subject to the exercise of judicial discretion in appropriate cases and (iii) the limitations on legal remedies against public agencies of the State, if any.
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(b) The Note and the Bank Note are secured by the pledge of Available Power Enterprise Revenues and certain other funds and accounts held by the Issuing and Paying Agent as provided in Section 5.1(n) hereof and the Issuing and Paying Agent Agreement. The only debt obligations secured by Revenues or payable from the Revenue Fund on a basis senior to the Series A -3/A-3- T Notes and Bank Note is the Senior Debt issued in accordance with the Master Trust Indenture. (c) There is no pledge of or Lien on Revenues or the Revenue Fund that ranks senior to the Obligations hereunder, under the Fee Agreement, the Bank Note, the Parity Bank Notes or Parity Notes other than the Senior Debt.
(d) The Bank is the “Bank” within the meaning of the Issuing and Paying Agent Agreement, the Letter of Credit is the “Letter of Credit” within the meaning of the Issuing and Paying Agent Agreement, and this Agreement is the “Reimbursement Agreement” within the meaning of the Issuing and Paying Agent Agreement.
[(e) No Subordinate Obligations are authorized to be issued by the Commission that are senior to the Lien on Revenues securing Obligations hereunder or the Parity Notes. No Subordinate Obligations that are senior to the Lien on Revenues securing Obligation s hereunder or the Parity Notes have been or will be issued by the Commission.] Section 4.4. Governmental Consent or Approval . No consent, approval, permit, authorization or order of, or registration or filing with, any court or government agency, authority or other instrumentality not already obtained, given or made is required on the part of the Commission for the execution, delivery and performance by the Commission of this Agreement, the Bank Note, the Fee Agreement or any other Basic Document to which it is a party. All consents, approvals, permits, authorizations and orders of, and registrations and filings with, any court or governmental or public agency, authority or other instrumentality required for the issuance, sale, execution, delivery and performance of this Agreement, the Fee Agreement, the Bank Note or any other Basic Document to which it is a party, have been or will be obtained prior to the delivery hereof or thereof.

Section 4.5. Absence of Material Litigation . There is no action, suit, proceeding, or investigation, at law or in equity, before or by any court, arbitrator or governmental or other body or official pending or, to the best knowledge of the Commission, threatened against or the Commission questioni ng the validity of the Charter, the Ordinance or the Resolutions, or any proceeding taken or to be taken by the Commission in connection with the execution, delivery and performance by the Commission of this Agreement, the Bank Note, the Fee Agreement or a ny Basic Document to which it is a party, or seeking to prohibit, restrain or enjoin the execution, delivery or performance by the Commission of any of the foregoing, or which, if adversely determined, could reasonably be expected to result in any material adverse change in the financial condition, operations or prospects of the Commission, or wherein an unfavorable decision, ruling or finding would in any way materially adversely affect the transactions contemplated by this Agreement or any of the other Basic Documents (any such action or proceeding being herein to as “Material Litigation”).
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Section 4.6. Financial Condition. The audited financial statements of the Commission as at and for the period ended June 30, 2024 (the “2024 Audited Financial Statements”), and all other financial statements of the Commission furnished to the Bank were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and are subject to certification by independent certified public accountants of nationally recognized standing or by independent certified public accountants otherwise acceptable to the Bank. Th e 2024 Audited Financial Statements were prepared by Macias Gini O’Connell LLP . The audited financial statements of the Commission for fiscal year 2025 will be prepared by Macias Gini O’Connell LLP or a similar qualified independent auditing firm. The data on which such financial statements and budget reports are based were true and correct. The 2024 Audited Financial Statements and the budget reports present fairly the financial position of the C ommission as of the date they purport to represent and the revenues, expenses and changes in fund balances and in financial position for the periods then ended. Since June 30, 2024, no material adverse change has occurred in the business, operations or condition (financial or otherwise) of the Commission.

Section 4.7. Incorporation of Representations and Warranties . The representations and warranties of the Commission set forth in the Basic Documents are true and accurate in all material respects on the Closing Date, as fully as though made on the Closing Date. The Commission makes, as of the Closing Date, each of such representations and warranties to, and for the benefit of, the Bank, as if the same were set forth at length in this Section 4.7 together with all applicable definitions thereto. No amendment, modification or termination of any such representations, warranties or definitions contained in the Basic Documents will be effective to amend, modify or terminate the representations, warranties and definitions incorporated in this Section 4.7 by this reference, without the prior written consent of the Bank.

Section 4.8. Accuracy and Completeness of Information. The Basic Documents and all certificates, financial statements, documents and other written information furnished to the Bank by or on behalf of the Commission on or prior to the Closing Date in connection with the transactions contemplated hereby were, as of their respective dates and taken in the aggregate , complete and correct in all material respects to the extent necessary to give the Bank true and accurate knowledge of the subject matter thereof and did not contain any untrue statement of a material fact and there are no facts that the Commission has not disclosed in writing to the Bank that, individually or in the aggregate, could materially impair the ability of the Commission to perform its obligations under the A -3 Notes, the Bank Note, this Agreement , the Fee Agreement or the other Basic Documents . To the best knowledge of the Commission, the Offering Memorandum does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that no representation is made with respect to information included in the Offering Memorandum concerning (i) the Bank, furnished in writing by the Bank expressly for inclusion therein, or (ii) DTC, furnished in writing by DTC expressly for inclusion therein.

Section 4.9. No Default. (a) No Default or Event of Default under this Agreement has occurred and is continuing that is or would, with the passage of time or the giving of notice, or both, constitute a default by the Commission in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Basic Document to which it is a party. -34-
(b) No “event of default” has occurred and is continuing under any other material mortgage, indenture, contract, agreement or undertaking to which the Commission is a party or which purports to be binding on the Commission or on any of its property.

Section 4.10. No Proposed Legal Changes. There is no amendment or, to the knowledge of the Commission, proposed amendment to the Constitution of the State, any State law or the Charter or any administrative interpretation of the Constitution of the State, any State law, or the Charter, or any judicial decision interpreting any of the foregoing, the effect of which could reasonably be expected to have a material adverse effect on the Commission’s obligations under this Agreement, the Fee Agreement, the Bank Note or the any of the other Basic Doc uments to which the Commission is a party or the ability of the Commission to perform its obligations in connection herewith or therewith. T o the knowledge of the Commission after due inquiry, t here is no public vote or referendum pending, proposed or concluded, the results of which could reasonably be expected result in a material adverse effect on the Commission’s obligations under this Agreement, the Fee Agreement, the Bank Note or any of the other Basic Documents to which it is a party or the ability o f the Commission to perform its obligations in connection herewith or therewith or the enforceability or validity of this Agreement or any of the other Basic Documents.

Section 4.11. Compliance with Laws, Etc . The Commission is in compliance with the Investment Policy and all Laws applicable to the Commission, non-compliance with which might have a material adverse effect on the security for the Series A -3/A-3-T Notes and the obligations under this Agreement, the Fee Agreement and the Bank Note or the validity and enforceability of this Agreement or any other Basic Document to which the Commission is a party. In addition, no benefit plan maintained by the Commission f or its employees is subject to the provisions of ERISA, and the Commission is in compliance with all Laws in respect of each such benefit plan.

Section 4.12. Environmental Matters . In the ordinary course of its business, the Commission conducts an ongoing review of Environmental Laws on the business, operations and the condition of its property, in the course of which it identifies and evaluates associated liabilities and costs (including, but not limited to, any capital or operating expenditures required for clean‑up or closure of properties currently or previously owned or operated, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of such review, the Commission does not believe that Environmental Laws are likely to have a material adverse effect on the ability of the Commission to make any payments in respect of the Series A -3/A-3-T Note s, the Bank Note or any of its obligations hereunder or under the Fee Agreement.

Section 4.13. Tax Status of Interest on Subseries A-3 Notes. The Commission represents to the Bank that it has not taken any action, and knows of no action that any other Person has taken, which would cause interest on the Subseries A-3 Notes to be includable in the gross income of the recipients thereof for Federal income tax purposes or which would cause interest on the Series A- -35-
3/A-3-T Notes to be includable in the gross income of the recipients thereof for State of California income tax purposes.

Section 4.14. Issuing and Paying Agent; Dealers . The Commission represents that U.S. Bank Trust Company, National Association has been duly appointed the Issuing and Paying Agent for the Series A-3/A-3-T Notes and that, initially, Barclays Capital Inc., Goldman Sachs & Co. LLC and RBC Capital Markets LLC, collectively, have each been duly appointed to serve as Dealers for the Series A-3/A-3-T Notes under its Dealer Agreement and the Resolutions.

Section 4.15. Regulation U. The Commission is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System); and no proceeds of the Series A-3/A-3-T Notes, the Advances or the Term Loans will be used to extend credit to others for the purpose of purchasing or carrying any margin stock.

Section 4.16. Liens. The Issuing and Paying Agent Agreement creates a valid Lien on and pledge of the Available Power Enterprise Revenues, subject only to the provisions of the Issuing and Paying Agent Agreement permitting the application thereof for purposes and on the terms and conditions set forth therein, and the moneys and other property described in Article VI thereof to provide security for the payment of the principal of and interest on the Series A -3/A-3-T Notes and the obligations of the Commission under this Agree ment, the Fee Agreement and the Bank Note, and no filings, recordings, registrations or other actions are necessary to create or perfect such Lien.

Section 4.17. Sovereign Immunity. The Commission is not entitled to immunity from legal proceedings to enforce this Agreement, the Fee Agreement, the Bank Note, the Series A-3/A-3-T Notes or any other Basic Document to which the Commission is a party (including, without limitation, immunity from service of process or immunity from jurisdiction of any court otherwise having jurisdiction) and is subject to claims and suits for damages in connection with its obligations under this Agreement, the Fee Agreement, the Bank Note, the Series A-3/A-3-T Notes or any other Basic Document to which the Commission is a party.

Section 4.18. City Business Days. Attached to this Agreement as Exhibit C is a complete and accurate list of the days that are legal holidays of the City for 2025, as well as any other day the City is authorized by law to be closed for official business during 2025.

Section 4.19. Usury. The terms of this Agreement and the Basic Documents to which the Commission is a party regarding the calculation and payment of interest and fees do not violate any applicable usury laws.

Section 4.20. Insurance. As of the Closing Date, the Commission maintains such insurance, including self-insurance, as is required by Section 5.1(k) hereof.

Section 4.21. ERISA. The Commission does not maintain or contribute to, and has not maintained or contributed to, any Employee Plan that is subject to Title IV of ERISA. -36-
Section 4.22. Sanctions Concerns and Anti -Corruption Laws . The Commission has implemented and maintains in effect policies and procedures designed to ensure compliance by the Commission and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Commission and its officers and employees and to the knowledge of the Commission its directors and agents, are in compliance with Anti- Corruption Laws and applicable Sanctions in all material respects. None of (a) the Commission or to the knowledge of the Commission any of its directors, officers or employees, or (b) to the knowledge of the Commission, any of its agents or any subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No tra nsaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. The Commission is not in violation of any Anti -Terrorism Law nor does it engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

Section 4.23. Swap Contracts. The Commission has not entered into any Swap Agreement secured by Revenues (a) wherein any termination payment thereunder is senior to or on a parity with the payment of the Series A -3/A-3-T Note s or the Obligations or (b) which requires the Commission to post cash collateral to secure its obligations thereunder.

ARTICLE FIVE

COVENANTS
Section 5.1. Affirmative Covenants. So long as the Letter of Credit has not expired or terminated or any Obligations remain outstanding under this Agreement, the Commission shall perform and observe the covenants set forth below, unless the Bank otherwise consents in writing:
(a) Accounting and Reports. The Commission shall maintain a standard system of accounting in accordance with GAAP consistently applied and furnish to the Bank:
(i) as soon as practicable and, in any event, within two hundred forty (240) days after the end of each Fiscal Year of the Commission, a balance sheet of the Commission as at the end of such Fiscal Year and statements of income, changes in fund balances and cash flows for the Fiscal Year then ended, all in reasonable detail and prepared in accordance with GAAP consistently applied, and including therein calculations supporting the Commission’s compliance with Section 5.1(o) thereof, accompanied by (A) a report and opinion of the Commission’s independent accountants (which will be of recognized standing or an independent certified public accountant otherwise acceptable to the Bank), which report and opinion will have been prepared in accordance with generall y accepted auditing standards and (B) a compliance certificate, substantially in the form of Exhibit B hereto, signed by an Authorized Representative stating that no Event of Default or Default has occurred or if any Event of Default or Default has occurred, specifying the nature of such Event of Default or Default, the period of -37-
its existence, the nature and status thereof and any remedial steps taken or proposed to correct such Event of Default or Default;
(ii) as soon as practicable but, in any event, within ten (10) days after the issuance thereof, copies of any prospectus, official statement, offering circular, placement memorandum or similar document, and any supplements thereto and updates and amendment s thereof (including any filings made pursuant to Rule 15c2-12 under the Securities Act of 1933, as amended), that the Commission makes available in connection with the offering for sale of any bonds or notes secured by Revenues of which it is the issuer and copies of any other financial reports or other written information distributed generally to holders of bonds or notes issued by the Commission;
(iii) within ten (10) days after the publication thereof, a copy of the Commission’s Annual Budget for the next Fiscal Year and such additional period as may be covered by such Annual Budget, which budget shall include all obligations due hereunder, under the Fee Agreement and under the Bank Note for the next Fiscal Year and such additional period as may be covered by such Annual Budget;
(iv) as soon as practicable but, in any event, without ten (10) days after the adoption of any resolution authorizing the issuance of any Parity Debt, notice of the proposed issuance of such Parity Debt and a copy of the Resolution; (v) promptly upon learning of any change in the legal holidays of the City or the day or days that the City is authorized by law to be closed for official business, as initially listed on Exhibit C attached hereto, written notice of such change(s), in the form of an updated complete list, which will replace Exhibit C attached hereto; and
(vi) with reasonable promptness, such other data regarding the financial position or business of the Commission or its property as the Bank may reasonably request from time to time.

As and to the extent that any financial statement, audit report or other filing described in this Section 5.1(a) has been filed in accordance with the terms thereof with any nationally recognized municipal securities information repository and with the Municipal Securities Rulemaking Board, or posted to the Commission’s website, as applicable, and the Commission has provided written notice thereof to the Bank, the requirements of Section 5.1(a) hereof with respect thereto will be deemed satisfied. (b) Access to Records. At any reasonable time and from time to time, during normal business hours and, so long as no Event of Default has occurred and is continuing, on at least five (5) Business Days’ notice, the Commission shall permit the Bank or any of its agents or repre sentatives to visit and inspect any of the properties of the Commission and the other assets of the Commission, to examine the books of account of the -38-
Commission (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Commission with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Bank may reasonably request. (c) Compliance with Documents and Other Debt Documents; Operation and Maintenance of Power Enterprise . (i) The Commission shall perform and comply with each covenant set forth in Basic Documents, the Master Trust Indenture and in any other authorizing document that is entered into by the Commission and created subsequent to the Closing Date with respect to any Parity Debt or the Master Trust Indentur e including, without limitation, each line of credit, letter of credit, bond insurance policy, surety bond or other form of credit or liquidity enhancement the Commission may provide in conjunction with the issuance of any Bonds or Parity Debt (the foregoing documents and the Master Trust Indenture (exclusive of the Basic Documents) being referred to herein as “Other Debt Documents” ). By the terms of this Agreement, the Bank is a third- party beneficiary of the covenants set forth in each of the Basic Documents, including each amendment and supplement thereto, and in each Other Debt Document, and each such covenant, together the related definitions of terms contained therein, is incorporated by reference in this 5.1(c) with the same effect as if it were set forth herein in its entirety.

Except as otherwise forth in paragraph (ii) below and in Section 5.2(a) hereof, the Commission shall not amend, supplement or otherwise modify (or permit any of the foregoing), or request or agree to any consent or waiver under, or effect or permit the cancellation, acceleration or termination of, release or permit the r elease of any collateral held under, any of the Basic Documents or Other Debt Document in any manner without the prior written consent of the Bank, and the Commission shall take, or cause to be taken, all such actions as may be reasonably by the Bank to strictly enforce the obligations of the other parties to any of the Basic Documents and any Other Debt Documents, as well as each of the covenants set forth. The Commission shall give prior written notice to the Bank of any action referred to in this subparagraph (i).
(ii) The Commission covenants that it will maintain and preserve the Power Enterprise in good repair and working order at all times from the Revenues available for such purposes, in conformity with standards customarily followed for municipal water and power systems of like size and character. The Commission will from time to time make all necessary and proper repairs, renewals, replacements and substitutions to the properties of the Power Enterprise, so that at all times business carried on in connection with the Power Enterprise shall and can be properly and advantageously conducted in an efficient manner and at reasonable cost, and will operate the Power Enterprise in an efficient and economical manner and shall not commit or allow any waste with respec t to the Power Enterprise.
(d) Defaults. The Commission shall notify the Bank of any Default or Event of Default of which the Commission has knowledge, as soon as possible and, in any event, within three (3) Business Days of acquiring knowledge thereof, setting forth the details of such Defaul t or Event of Default and the action which the Commission has taken and proposes to take with respect thereto.
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(e) Compliance with Laws . The Commission shall comply in all material respects with all Laws binding upon or applicable to the Commission (including Environmental Laws) and material to this Agreement, the Fee Agreement, the Bank Note or any other Basic Documents.
(f) Use of Proceeds of the Series A -3/A-3-T Notes. (i) The Commission shall use the proceeds derived from the sale of the Series A-3/A-3-T Notes only for the purposes set forth in the Basic Documents and for such other purpose or purposes as may be approved by the Bank.
(ii) In addition, the Commission shall not use, nor permit the use of, the proceeds of the Series A-3/A-3-T Notes or any Drawing to be applied in violation of Regulation U issued by the Board of Governors of the Federal Reserve System or in violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions. (g) Litigation Notice. The Commission shall promptly give notice to the Bank of any action, suit or proceeding actually known to it at law or in equity or by or before any court, governmental instrumentality or other agency which, if adversely determined, would materially impair the ability of the Commission to perform its obligations under the Series A-3/A-3-T Notes, the Bank Note, this Agreement, the Fee Agreement or any other Basic Document.
(h) Bank Agreements . In the event that the Commission shall enter into or otherwise consent to any Bank Agreement which such Bank Agreement provides such Person with different or more restrictive covenants, shorter amortization periods with respect to term outs, a higher maxim um rate with respect to obligations under a Bank Agreement, different or additional events of default and/or greater rights and remedies than are provided to the Bank in this Agreement, the Commission shall provide the Bank with a copy of each such Bank Agreement and such different or more restrictive covenants, shorter amortization periods with respect to term outs, a higher maximum rate with respect to obligations under a Bank Agreement, different or additional events of default and/or greater rights and remedies shall automatically be deemed to be incorporated into this Agreement and the Bank shall have the benefits of such different or more restrictive covenants, , shorter amortization periods with respect to term outs, a higher maximum rate with respect to obligations under a Bank Agreement, different or additional events of default and/or greater rights and remedies as if specifically set forth herein. The Commission shall promptly enter into an amendment to this Agreement to include different or more restrictive covenants, shorter amortization periods with respect to term outs, a higher maximum rate with respect to obligations under a Bank Agreement, different or additional events of default and/or greater rights and remedies; provided that the Bank shall have and maintain the benefit of such different or more restrictive covenants , shorter amortization periods with respect to term outs, a higher maximum rate with respect to obligations under a Bank Agreement, different or additional events of default and/or greater rights and remedies even if the Commission fails to provide such amendment. -40-
(i) Further Assurances. The Commission shall execute, acknowledge where and deliver, and cause to be executed, acknowledged where appropriate and delivered, from time to time, promptly at the request of the Bank, all such instruments and documents as are usual and customary or advisable to carry out the intent and purpose of this Agreement, the Bank Note and the other Basic Documents. (j) Notices. The Commission shall promptly furnish, or cause to be furnished, to the Bank (i) notice of the occurrence of any “event of default” under the Issuing and Paying Agent Agreement, any other Basic Document to which it is a party or any other document pursuant to which Power Enterprise Debt is issued, incurred, enhanced or purchased, (ii) notice of the failure by any Dealer or the Issuing and the Paying Agent to perform any of their respective obligations under the applicable Dealer Agreement or the Issuing and Paying Agent Agreement, as applicable, (iii) notice of the appointment, resignation or proposed removal of any Dealer or the Issuing and Paying Agent, (iv) copies of any communications received from any taxing authority, securities regulatory authority or Rating Agency with respect to the A-3 Notes, the transactions contemplated hereby, or any other Bonds or Parity Notes which discloses the occurrence of an event or the existence of a conditions which could materially impair the ability of the Commission to perform its obligations under the A-3 Notes, the Bank Note, this Agreement, the Fee Agreement or the other Basic Documents and which are not restricted or prohibited from being shared under the law or direction of a court of competent juri sdiction or other Governmental Authority or, with respect to Rating Agency reports, which are not confidential draft Rating Agency reports, (v) notice of any proposed substitution of the Letter of Credit , (vi) notice of any proposed amendment to the Issuing and Paying Agent Agreement or the Resolutions or any other Basic Document and copies of all such amendments promptly following the execution thereof and (vii ) notice of the passage of any state or local Law not of general applicability to all Persons of which the Commission has knowledge, which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under this Agreement or the other Basic Documents or to result in a material adverse effect on t he enforceability or validity of this Agreement or any of the other Basic Documents.
(k) Maintenance of Insurance. The Commission shall maintain, or cause to be maintained, at all times, insurance on and with respect to its properties with responsible and reputable insurance companies; provided, however, that the Commission may maintain self-insurance general liability on its properties not covered by the public entity property insurance program policy, for worker’s compensation and vehicle liability and, with the consent of the Bank, such other self -insurance as it deems prudent. Such i nsurance must include casualty, liability and workers’ compensation and be in amounts and with deductibles and exclusions customary and reasonable for governmental entities of similar size and with similar operations as the Commission. The Commission shall, upon request of the Bank, furnish evidence of such insurance to the Bank. The Commission shall also procure and maintain at all times adequate fidelity insurance or bonds on all officers and employees handling or responsible for any Revenues or funds of the Power Enterprise, such insurance or bond to be in an aggregate amount at least equal to the maximum amount of such Revenues or funds at any one time in the custody of all such officers and employees -41-
or in the amount of one million dollars ($1,000,000), whichever is less. The insurance described above may be provided as part of any comprehensive fidelity and other insurance and not separately for the Power Enterprise.
(l) Alternate Facility. (i) The Commission shall use commercially reasonable efforts to obtain an Alternate Facility to replace the Letter of Credit (or otherwise refinance the Series A-3/A-3-T Notes) if (A) Bank decides not to extend the Stated Expiration Date pursuant to Section 2.12 hereof, (B) Event of Default has occurred and is continuing, (C) the Commission terminates the Letter Credit pursuant to Section 2.7 hereof or (D) the Bank declares all amounts due hereunder, under the Fee Agreement and under the Bank Note immediately become due and payable.
(ii) The Commission shall not cause an Alternate Facility to become effective with respect to than all the Series A-3/A-3-T Notes without the prior written consent of the Bank.
(iii) The Commission agrees that any termination of this Agreement as a result of the provision of any Alternate Facility will require, as a condition thereto, that the Commission provide funds on the date of such termination, which funds will be sufficient to pay all amounts due to the Bank hereunder and under the Fee Agreement including, but not limited to, the amounts due with respect to the Bank Note together, in each case, with accrued but unpaid interest thereon. On the date of such termination, the Commission shall pay to the Bank an amount equal to the outstanding principal amount, together with any accrued by unpaid interest thereon, of any and all other obligations due and owing hereunder and under the Fee Agreement.
(m) Preservation of Security . The Commission shall take any and all actions necessary or reasonably requested by the Bank to maintain the security pledged in favor of this Agreement and the Bank Note as described in Section 5.1(n) hereof. (n) Pledge of Available Power Enterprise Revenues . The Series A -3/A-3-T Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note are revenue obligations, are not secured by the taxing power of the Commission or the City and shall be payable as to both principal and interest from, and shall be secured solely by a pledge as hereinafter provided of and Lien and charge on, the Available Power Enterprise Revenues, and, as set forth below, funds and accounts created under the Issuing and Paying Agent Agreement.

The Commission hereby pledge s and grants a L ien and charge on and a security interest in Available Power Enterprise Revenues (on a parity with the pledge securing any Parity Notes and on a parity with and to the extent of the pledge set forth in Section 6.01 of the Issuing and Paying Agent Agreement) and the Construction Fund and the accounts therein (on a parity with and to the extent of the pledge set forth in Section 6.01 of the Issuing and Paying Agent Agreement) for the payment of the Series A-3/A-3-T Notes, the Bank Note and all obligations of the Commission relating to the Series A -3/A-3-T Notes under the Issuing and Paying Agent Agreement and under this Agreement, on a parity with -42-
all obligations of the Commission relating to the Parity Notes, the Parity Bank Notes and all obligations of the Commission relating to the Parity Notes and the Parity Bank Notes under the Issuing and Paying Agent Agreement and under the Parity Credit Agreeme nts without priority or distinction of one over the other, except as expressly provided under the Issuing and Paying Agent Agreement. In addition, the Series Debt Service Account (on a parity with and to the extent of the pledge set forth in Section 6.01 of the Issuing and Paying Agent Agreement) is hereby pledged to secure the payment of the interest on and principal of the Series A -3/A-3-T Notes, and the Ban k Payment Account and the Bank Note Debt Service Account are hereby pledged (on a parity with and to the extent of the pledge set forth in Section 6.01 of the Issuing and Paying Agent Agreement) to secure the payment of the interest on and principal of the Bank Note and obligations under this Agreement.

The Available Power Enterprise Revenues and the funds and accounts pledged to the payment of the Series A -3/A-3-T Note s, the Bank Note and all obligations of the Commission relating to the Series A -3/A-3-T Notes hereunder and under the Issuing and Paying Agent Agreement constitute a trust fund for the security and payment of the interest on and principal of the Series A -3/A-3-T Notes, the Bank Note and all obligations of the Commission relating to the Series A -3/A-3-T Notes under the Issuing and Paying Agent Agreement and under this Agreement, as provided herein and in the Issuing and Paying Agent Agreement, and shall be irrevocable until all of the Series A-3/A-3-T Notes and the Bank Note have been paid and retired and any related obligations of the Commission under this Agreement have been satisfied.
[The Commission will not issue or incur Debt secured by or payable from the Power Enterprise Revenues or the Revenue Fund on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Agreement and the Bank Note other than Bonds and Swap Agreements (as defined in the Master Trust Indenture) and other than the prior payment of amounts required by Secti ons 5.5(a)-(e) of the Master Trust Indenture.]
(o) Rates. (i) The Commission shall fix, establish, maintain and collect rates and charges for electric power and energy and other services, facilities and commodities sold, furnished or supplied through the facilities of the Power Enterprise, which shall be fair and nondiscriminatory and adequate to provide the Commission with Revenues in each Fiscal Year sufficient:
(a) To pay, to the extent not paid from other available moneys, (A) the Operation and Maintenance Expenses during such Fiscal Year, (B) Annual Debt Service on the Bonds due and payable in such Fiscal Year, (C) the amounts, if any, required to be deposited into the Reserve Fund established pursuant to the Master Trust Indenture during such Fiscal Year and (D) any and all other amounts the Commission is obligated to pay or set aside from the Revenues by law or contract in such Fiscal Year, including, without limitation and without duplication, amounts payable to the Bank under this Agreement, the Fee Agreement and the Bank Note and the principal of any interest on all Series A -3/A-3-T Notes and Parity Notes outstanding and/or expected to be outstanding during such Fiscal Year; -43-
(b) To maintain a Bond Coverage Ratio of at least 1.0 to 1.0; and (c) Together with Available Funds, to maintain a Bond Coverage Ratio of at least 1.25 to 1.00;
provided, however, the failure of the Commission to maintain the Bond Coverage Ratios in any Fiscal Year shall not constitute a default in the observance of the covenants of this subsection if:
(A) within 60 days after the Commission first determines that a Bond Coverage Ratio was not met or 60 days after the Commission’s receipt of audited financial statements showing that a Bond Coverage Ratio was not met (whichever is earlier), the Commission engages a Consulting Engineer to deliver a report to the Commission within 60 days after such engagement which includes recommendations as to how the Commission can increase Revenues and/or reduce Operation and Maintenance Expenses so as to satisfy the Bond Coverage Ratios; and
(B) (1) within 120 days after receipt of the Consulting Engineer’s report the Commission implements the recommendations set forth in such report; or (2) the report states that the Power Enterprise cannot generate Revenues and/or reduce Operation and Maintenance Expenses sufficient to enable the Commission to maintain the Bond Coverage Ratios while satisfying the other covenants set forth in the Master Trust Indenture, and the Commission increases its Revenues and/or reduces its Operation and Maintenance Expenses to the extent otherwise recommended in such report; or (3) the Commission is prevented from taking any such action by order of any court of competent jurisdiction.

Notwithstanding the foregoing, failure for two (2) consecutive Fiscal Years to maintain the Bond Coverage Ratios shall in all events constitute an Event of Default.
(ii) The Commission covenants to establish, maintain and collect rates and charges with respect to the Power Enterprise sufficient (after giving effect to the expected receipt of refinancing proceeds from the sale of Parity Notes or Senior Debt) to pay the Series A-3/A-3-T Notes and the other Parity Notes, the Bank Note and the Parity Bank Notes, all other obligations secured by or payable from Power Enterprise Revenues (including, without limitation, all amounts due and owing hereunder and under the Parity Credit Agreements).
(p) Budget. The Commission shall include in each annual budget of the Commission all amounts reasonably anticipated to be necessary to pay all obligations due to the Bank hereunder, under the Fee Agreement and under the Bank Note. If the amounts so budgeted are not adequate for the payment of the obligations due hereunder, under the Fee Agreement and under the Bank Note, the Commission shall take such action as may be necessary to cause such annual budget to be amended, corrected or augmented so as to -44-
include therein the amounts required to be paid to the Bank during the course of the Fiscal Year to which such annual budget applies.
(q) Payment of Taxes, Etc. The Commission shall pay and discharge, or cause to be paid and discharged, all taxes, assessments and other governmental charges which may hereafter be lawfully imposed upon the Commission on account of the Power Enterprise or any portion thereof and w hich, if unpaid, might impair the security of the Series A-3/A-3-T Notes, this Agreement, the obligations of the Commission under the Fee Agreement and the Bank Note when the same become due, but nothing herein contained will require the Commission to pay any such tax, assessment or charge so long as it in good faith contests the validity thereof. The Commission shall duly observe and comply with all valid material requirements of any Governmental Authority relative to the Power Enterprise or any part thereof.
(r) Notice of Rating Change . The Commission shall use its best efforts to notify the Bank as soon as practicable of any suspension, reduction or withdrawal in the senior long-term rating of any Power Enterprise Debt.
(s) Issuing and Paying Agent and Dealer. (i) The Commission shall at all times maintain a Dealer with respect to the Commission and use its best efforts at all times to enforce the Dealer Agreement. The Commission agrees to cause the Dealer to use its best efforts to sell the Series A-3/A-3-T Notes up to the maximum rate applicable to the Series A-3/A-3-T Note s in order to repay maturing Series A -3/A-3-T Note s. Each Dealer Agreement shall provide that the related Dealer may not resign until the earlier of (i) the appointment of a Dealer which is acceptable to the Bank and such Dealer’s acceptance of such appointment and (ii) the date which is at least sixty (60) days following the receipt by Commission, the Issuing and Paying Agent and the Bank of prior written notice of such resignation.
(ii) On and after the Closing Date, the Commission shall at all times maintain an Issuing and Paying Agent pursuant to the terms of the Issuing and Paying Agent. Any successor Issuing and Paying Agent (or any parent or affiliate of such Issuing and Paying Agent) shall have capital of not less than $500,000,000, and underlying ratings from S&P and Fitch of at least “A3” (or its equivalent), “A -” (or its equivalent) and “A -” (or its equivalent), respectively (unless, in each instance, the Bank in its discre tion provides in writing an exception for a particular Issuing and Paying Agent under specified circumstances).
(iii) In no event shall the Commission permit any Dealer other than a Qualified Dealer to act as dealer for the Series A -3/A-3-T Note s. In the event that any material adverse change occurs in the status of the financial condition of any Dealer for the Series A-3/A-3-T Notes or its ability to perform its obligations under the Dealer Agreement to which it is a party, the Commission shall promptly disqualify and, if it desires, replace such Dealer and appoint another Qualified Dealer with respect to the Seri es A-3/A-3-T Notes.

If any Advance or Term Loan remains outstanding for a period of thirty (30) consecutive calendar days or any Dealer fails to perform its duties under the Dealer Agreement to which -45-
it is a party, the Commission shall, at the written direction of the Bank, cause the related Dealer (that has been unable to sell rollover Series A-3/A-3-T Notes or fails to perform its duties) to be replaced with a Qualified Dealer within thirty (30) calendar days after receipt of such written direction. Any successor Dealer (or any parent or affiliate of such Dealer) shall have capital of not less than $500,000,000, and underlying ratings from S&P and Fitch of at least “A-” (or its equivalent) and “A-” (or its equivalent), respectively (unless, in each instance, the Bank in its discretion provides in writing an exception for a particular Dealer under specified circumstances).
(t) Maintenance of Ratings on Series A-3/A-3-T Notes. The Commission shall at all times (i) cause at least one of Fitch and S&P to maintain at least one short-term rating on the Series A -3/A-3-T Notes, (ii) Fitch and S&P to maintain a long -term, unenhanced debt rating on Senior Debt, and (iii) cause at least one of Moody’s, Fitch and S&P to maintain a long-term rating on the Bank Note.

Section 5.2. Negative Covenants . So long as the Letter of Credit has not expired or terminated or any Obligations remain outstanding under this Agreement, the Fee Agreement or the Bank Note the Commission shall not, unless the Bank otherwise consents in writing:
(a) Amendments. Subject to Section 5.1(c) hereof, directly or indirectly amend, supplement or terminate any of the Basic Documents or the Master Trust Indenture, except that (i) Commission may amend or modify, or permit to be amended or modified, any of the Basic Documents or the Master Trust Indenture (as and to the extent the Commission’s participation is required for such purpose) in a manner (A) not relating to the duties, obligations or rights of the Bank under this Agreement and (B) not having a mat erial adverse effect on (x) the ability of the Commission to pay when due the principal of or interest on the Series A -3/A-3-T Notes and the obligations of the Commission under this Agreement, Fee Agreement and the Bank Note or (y) the security, rights or remedies of the Bank hereunder, under the Bank Note or under any other Basic Document; and (ii) the Commission may amend the Offering Memorandum to update information relating to any entity described therein other than the Bank. The Commission agrees to deliver to the Bank copies of all such amendments, modification, supplements or other changes at least ten (10) Business Days prior to the effective date of any such amendment, modification, supplement or other change. The Bank shall, within five (5) Business Days, inform the Commission in writing if, in its reasonable discretion, such amendment, modification, supplement or other change requires the prior written consent of the Bank in accordance with this Section 5.2(a). Notwithstanding the foregoing, the Commission, without the Bank’s prior written consent, may perform ministerial duties, make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, as the Commission may deem necessary or desirable, in any case which do not adversely affect the security, rights or remedies of the Bank hereunder, under the Fee Agreement or the Bank Note, or any other Basic Document and, solely in connection with the issuance of additional Debt, i ssue in strict compliance with the terms of the governing documents related thereto.
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(b) Merger, Disposition of Assets . Consolidate or merge with or into any Person or sell, lease or otherwise transfer all or substantially all of its assets to any Person. (c) Preservation of Corporate Existence, Etc. Take any action to terminate its existence as a body politic and corporate and a political subdivision of the State or its rights and privileges as such entity within the State.
(d) Total Outstanding. Permit the aggregate principal amount of all Series A- 3/A-3-T Note s and the Bank Note outstanding at any time to exceed $[ 100,000,000] (except as provided in Section 5.2(f) hereof); or permit the aggregate principal amount of and interest on all Series A -3/A-3-T Notes outstanding at any time to exceed the Stated Amount at such time.
(e) Exempt Status. Take any action, omit to take any action or cause or permit another Person to take any action or omit to take any action, which, if taken or omitted, would adversely affect the excludability of interest on the Series A -3/A-3-T Notes (other than those issued as taxable Series A-3/A-3-T Notes) from the gross income of the holders thereof for purposes of Federal income taxation.
(f) Issue Power Enterprise Debt . (i) Issue any Senior Debt or Parity Debt unless:
(A) no “event of default” shall have occurred and be continuing under the agreement or instrument pursuant to which any outstanding Senior Debt or Parity Debt was issued or incurred and no event shall have occurred which, but for the passage of time or th e giving of notice, would constitute an “event of default” under any such agreement or instrument;
(B) such Senior Debt or Parity Debt does not exceed at any time any limitation set forth in the Constitution or other laws of the State, the Charter, the Resolution, the Ordinance, the Master Trust Indenture or any supplement thereto, other resolutions adopted by the Commission, Ordinances adopted by the Board or the Issuing and Paying Agent Agreement; and
(C) in the case of Senior Debt, either:
(1) a Certificate of the Commission stating that, in each of the first three (3) full Fiscal Years after the sale of such Senior Debt, projected Net Revenues (1) plus Available Funds, are at least 1.25 times Annual Debt Service on the outstanding Senior Debt, after giving effect to the issuance of such Senior Debt, and (2) are at least 1.0 times Annual Debt Service on the outstanding Senior Debt, plus required deposits into any Reserve Fund established pursuant to the Master Trust Indenture, after giving effect to the issuance of such Senior Debt; or
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(2) a Certificate of the Commission stating that Net Revenues from any twelve consecutive months of the prior 24 months: (1) plus Available Funds, are at least 1.25 times Annual Debt Service on the outstanding Senior Debt, after giving effect to the issuance of such Senior Debt, and (2) are at least 1.0 times Annual Debt Service on the outstanding Senior Debt, plus required deposits into any Reserve Fund established pursuant to the Master Trust Indenture after giving effect to the issuance of such Senior Debt; provided, however, for purposes of this paragraph (B) the following adjustments may be made to Net Revenues for such period, if so stated in the Certificate of the Commission; (I) an allowance for additional Revenues anticipated from any additions, extensions and improvements to the Power Enterprise to be acquired or constructed from proceeds of such or a prior Senior Debt and for any changes in Operation and Maintenance Expenses resulting therefrom, that are not reflected in Net Revenues for such Fiscal Year , but only if such additional Revenues and changes in Operation and Maintenance Expenses represent a full twelve months’ change in Net Revenues attributable to such additions, extensions and improvements; and (II) an allowance for additional Revenues attri butable to any increase in the rates and charges imposed by the Commission that (x) was in effect prior to the issuance of such Senior Debt but which, during all or part of such Fiscal Year, was not in effect, or (y) was adopted by the Commission prior to the issuance of such Senior Debt and will be in effect within 90 days after such issuance, but in either case only if such additional Revenues represent a full twelve months’ change in Net Revenues attributable to such increase in rates and charges;
(D) in the case of Parity Debt in addition to the Series A-3/A-3-T Notes and the Series A-3/A-3-T Notes, either:
(1) a Certificate of the Commission stating that, in each of the three (3) full Fiscal Years after the sale of such Parity Debt, Revenues will sufficient to pay (I) the Operation and Maintenance Expenses during each such Fiscal Year, (II) Annual Debt Service on the Bonds and all other outstanding Senior Debt due and payable in each such Fiscal Year, (III) the amounts, if any, required to be deposited into the Reserve Fund established pursuant to the Master Trust Indenture during each such Fiscal Year, (IV) in the case of the Series A -3/A-3-T Notes, debt service on the Series A -3/A- 3-T Notes assuming the entire authorized amount of the Series A -3/A-3-T Notes is issued and outstanding and that such amount will amortize over a thirty year period on a level debt basis using an interest rate equal to the Bond Buyer 25-Bond Revenue Bond Index (or, if such index is no longer published, any other comparable revenue bond on the date of such Certificate) and (V) any and all other amounts the Commission is obligated to pay or set aside from Revenues by law or in each such Fiscal Year, including, without limitation and without duplication, amounts payable to -48-
the Bank under this Agreement, the Fee Agreement and the Bank Note, as well as the principal of and interest on the Parity Debt to be issued; or (2) a Certificate of the Commission stating that Revenues from any twelve consecutive months of the prior 24 months were sufficient to pay (I) the Operation and Maintenance Expenses during such twelve consecutive month period, (II) Annual Debt Service on t he Bonds and all other outstanding Senior Debt due and payable in such twelve consecutive month period, (III) the amounts, if any, required to be deposited into the Reserve Fund established pursuant to the Master Trust Indenture during such twelve consecutive month period, (IV) in the case of the Series A-3/A-3-T Notes, debt service on the Series A-3/A-3-T Notes assuming the entire authorized amount of the Series A -3/A-3-T Note s was issued and outstanding during such twelve consecutive month period and that such amount was amortizing over a thirty year period on a level debt basis using an interest rate equal to the Bond Buyer 25-Bond Revenue Bond Index (or, if such index is no longer published, any other comparable revenue bond index) on the date of such Certificate and (V) any and all other amounts the Commission was obligated to pay or set aside from Revenues by law or contract in such twelve consecutive month period, including, without limitation and without duplication, amounts payable to the Bank under this Agreement, the Fee Agreement and the Bank Note during such twelve consecutive month period, as well as the principal of and interest on the Parity Debt to be issued (assuming such Parity Debt had been outstanding during such twelve consecutive month period);
(E) the issuance of Parity Debt will not result in the creation of a Lien on the Available Power Enterprise Revenues that is senior to the Lien securing the Series A-3/A-3-T Notes or the obligations under the Agreement, the Fee Agreement and the Bank Note; and
(F) any such Parity Debt is issued in compliance with Section 5.07 of the Issuing and Paying Agent Agreement;
(G) in connection with the issuance of any additional Senior Debt, the Commission provides certificates demonstrating compliance with the requirements set forth in Section 3.4 or Section 3.5, as the case may be, of the Master Trust Indenture;
(H) in connection with the issuance of any additional Parity Debt, the Commission provides a certificate demonstrating compliance with the requirements set forth in Section 5.07 of the Issuing and Paying Agent Agreement; and [(I) if such Power Enterprise Debt consists of Subordinated Power Bonds, the Commission shall not issue any Subordinated Power Bonds; and] -49-
(J) no Default or Event of Default has occurred and is continuing hereunder as a result thereof.
(ii) The Commission will not issue Debt secured by or payable from the Revenues or the Revenue Fund on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Agreement and the Bank Note other than the Bonds other than in accordance with this Section 5.2(f), the Master Trust Indenture and the Issuing and Paying Agent Agreement.
(g) Use of Bank’s Name . Permit the use of the Bank’s name in any official statement or other offering document unless the Bank has approved in writing the description of the Bank contained in such document.
(h) Arbitrage Bonds; Tax -Exempt Status of Subseries A-3 Notes . Invest the proceeds of the Subseries A-3 Notes in any way that would violate the Code or cause the Subseries A-3 Notes to be deemed “arbitrage bonds” or take any action or omit to take any action if such action or omission would adversely affect the exclusion of interest on the Series A-3/A-3-T Notes from gross income of the holders thereof for Federal income tax purposes.
(i) Swap Agreements. Without the prior written consent of the Bank, enter into any Swap Agreement secured by Revenues or payable from the Revenue Fund (a) wherein any termination payments thereunder are senior to or on parity with the payment of the Series A-3/A-3-T Notes or the Obligations or (b) which requires the Commission to post cash collateral to secure its obligations thereunder.
(j) Liens. Create or suffer to exist or permit any Lien on the Revenues or the Revenue Fund other than the Liens created or permitted by the Master Trust Indenture, the Issuing and Paying Agent Agreement (including Parity Debt), this Agreement, the Series [__] Reimbursement Agreement and Liens that are junior and subordinate to the Lien created by the Issuing and Paying Agent Agreement and this Agreement under terms and conditions satisfactory to the Bank.
(k) Sovereign Immunity. Assert (and hereby irrevocable waives) the defense of any future right of sovereign immunity in a legal proceeding to enforce or collect upon the obligations of the Commission under this Agreement, the Fee Agreement or the Bank Note or the transactions contemplated hereby and thereby.
(l) Power Enterprise. Construct, operate or maintain, and shall not within the scope of its powers permit any other public or private corporation, political subdivision, district or agency or any Person whatsoever to construct, operate or maintain, within the City or any part thereof, any system or utility competitive with the Power Enterprise. The Commission shall have in effect, or cause to have in effect, at all times an ordinance or resolution requiring all customers of the Power Enterprise to pay the fees, rates and charges applicable to the services and facilities furnished by the Power Enterprise. The Commission shall not provide any service of the Power Enterprise free of charge to any -50-
Person, except (i) for free use by the City and its agencies, (ii) to the extent that any such free use is required by the terms of any existing contract or agreement and (iii) for incidental insignificant free use so long as such free use does not prevent the Commission from satisfying the other covenants of this Agreement, including, without limitation, Section 5.1(o) hereof.
(m) Preservation of Existence, Etc. Take any action pursuant to the Charter to accomplish a merger of the Power Enterprise with any other entity or enterprise, unless and until the Commission has provided a method for segregating the Revenues from the revenues of said other entity or enterprise in a manner that will, or shall otherwise, preserve the Lien on the Available Power Enterprise Revenues for the payment of the Series A-3/A- 3-T Notes and the Obligations provided in Section 4.3 hereof and has obtained an opinion of counsel from a firm nationally recognized in the practice of tax- exempt financing that such merger will not, in and of itself, (i) affect the exclusion from gross income of the interest on the Subseries A-3 Notes or (ii) cause the Lien created by this Agreement to be no longer valid as required by Section 5.1(n) hereof. If the Commission does effect such a merger, the Commission shall provide written notice thereof to the Bank and shall deliver a copy of the aforementioned opinion to the Bank.
(n) Use of Proceeds. Use the proceeds of any credit extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, in each case in violation of, or for a purpose which violates, or would be inconsistent with, Regulation T, U or X of the Board of Governors of the Federal Reserve System. The Commission shall not use the proceeds of the Series A -3/A-3-T Notes or the Bank Note for any purpose other than as provided for in the Resolutions and not in contravention of applicable Law or in violation of any Anti -Corruption Laws, Anti -Terrorism Laws or Sanctions.
(o) Series A -3/A-3-T Note s. Permit (i) any Series A -3/A-3-T Note issued pursuant to the Resolutions or the Issuing and Paying Agent Agreement to mature more than two hundred seventy (270) days after the date of issuance or after the Stated Expiration Date or (ii) permit the Issuing and Paying Agent to issue, or permit the Dealer to market, any Series A-3/A-3-T Notes with a maturity date earlier than three (3) days from its date of issuance [; provided, however, that the Commission may issue Series A -3/A-3-T Notes with a maturity date earlier than three (3) days from its date of issuance so long as the Commission has provided the Bank with at least five (5) Business Days’ prior written notice of such issuance and the Bank has not objected to the issuance at least two (2) Business Days in advance of such proposed issuance]. -51-

ARTICLE SIX

DEFAULTS
Section 6.1. Events of Default and Remedies. If any of the following events occurs, each such event will be an “Event of Default”:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation or (ii) any Obligation (other than a Reimbursement Obligation) hereunder or under the Fee Agreement and, in such case, such failure continues for [three (3)] Business Days;
(b) any representation or warranty made by or on behalf of the Commission in this Agreement or in any other Basic Document or in any certificate or statement delivered hereunder or thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due performance or observance of any of the covenants set forth in Section 2.15, 5.1(c), 5.1(d), 5.1(f)(ii), 5.1(g), 5.1(m)(ii), 5.1(n),

5.1(o)(ii), 5.1(s)(ii), 5.1(s)(iii) or 5.2 hereof;
(d) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in this Agreement (other than as specified in any other Event of Default hereunder) or any other Basic Document and such default remains unremedied for a period of thirty (30) days after the occurrence thereof; (e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, or admits in writing its inability to pay, its debts generally as they become due, (iii) makes an assignment for the benefit of creditors, (iv) applies for, seeks, consents to, or acquiesces in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institutes any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent or seeki ng dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) takes any corporate action in furtherance of any matter described in clauses (i) through (v) above or (vii) fails to contest in good faith any appointment or proceeding described in Section 6.1(f) of this Agreement; (f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in Section 6.1(e)(v) is instituted against the -52-
Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days; (g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the Commission by the Commission or any Governmental Authority with appropriate jurisdiction;
(h) any material provision of this Agreement, the Charter , the Master Trust Indenture or any other Basic Document or any operative document related to the Power Enterprise Debt at any time for any reason ceases to be valid and binding on the Commission for any reason (including, without limitation, as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction) or shall be declared by any court or other Governmental Authority with competent jurisdiction to be null and void invalid or unenforceable, or the validity or enforceability thereof is publicly contested by the Commission, or the Commission publicly contests the validity or enforceability of any obligation to pay Power Enterprise Debt, including, without limitation, the Master Trust Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of this Agreement, the Charter, any other Basic Document or any operative document related to Power Enterprise Debt, including, without limitation, the Master Trust Indenture;
(i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Power Enterprise Debt beyond the period of grace, if any, provided in the instrument or agreement under which such Power Enterprise Debt was created or incurred or (ii) defaults the observance or performance of any agreement or condition relating to any Power Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating thereto, or any othe r default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) or cause any such Power Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Power Enterprise Debt; (k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Power Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Power Enterprise Debt) was created or incurred or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Power Enterprise Debt) aggregating in excess of $10,000,000, or contained in a ny instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether -53-
any notice is required) or cause any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Power Enterprise Debt);
(l) any final, nonappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of [thirty (30)] days;
(m) (i) the Commission shall default in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same shall not have been cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred; (n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Subseries A-3 Notes is includable in the gross income of the holder(s) or owner(s) of such Subseries A-3 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission ch allenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered;
(o) any of Moody’s , Fitch or S&P (i) downgrades its long- term rating of any Senior Debt of the Commission to below “Baa2” (or its equivalent), “BBB” (or its equivalent), or “ BBB” (or its equivalent), respectively, or (ii) suspends or withdraws its rating of the same; or
(p) the passage of any Law has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under this Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of this Agreement or any of the other Basic Documents.

Section 6.2. Remedies. Upon the occurrence of any Event of Default the Bank may exercise any one or more of the following rights and remedies in addition to any other remedies herein or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same are immediately due and payable without any further notice of any kind, which notice is hereby waived by the Commission; provided, however , that in the case of an Event of Default described in Section 6.1(e), (f) or (g) hereof, such acceleration will automatically occur (unless such automatic acceleration is waived by the Bank in writing); or -54-
(b) issue a No -Issuance Notice (the effect of which will be as provided in Section 2.18 of this Agreement), permanently reduce the Stated Amount of the Letter of Credit to the amount of the then outstanding Series A -3/A-3-T Notes supported by the Letter of Credit plus a corresponding amount of interest coverage and/or permanently reduce the Stated Amount of the Letter of Credit as the then outstanding Series A-3/A-3-T Notes are paid and terminate the Letter of Credit when no Series A-3/A-3-T Notes remain outstanding; or
(c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the Letter of Credit to occur on the fifteenth (15th) calendar day after the date of receipt thereof by the Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.

Upon the occurrence and during the continuance of an Event of Default, all amounts owing to the Bank hereunder shall bear interest at the Default Rate, payable on demand.

Upon the occurrence of an “event of default” under the Issuing and Paying Agent Agreement, the Bank may, pursuant to Section 8.01 of the Issuing and Paying Agent Agreement, by notice to the Commission and the Issuing and Paying Agent (such notice, the “Acceleration Notice”), (i) declare the principal of all outstanding Series A -3/A-3-T Note s, and the interest accrued thereon, to be due and payable immediately, whereupon the same shall become and shall be immediately due and payable and (ii) instruct the Issuing and Paying Agent to submit a Drawing under the Letter of Credit to pay such immediately due and payable amount.

ARTICLE SEVEN

MISCELLANEOUS
Section 7.1. Amendments, Waivers, Etc . No amendment or waiver of any provision of this Agreement, or consent to any departure by the Commission therefrom, will in any event be effective unless the same is in writing and signed by the Bank and an Authorized Representative of the Commission, and then such waiver or consent is effective only in the specific instance and for the specific purpose for which given.
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Section 7.2. Notices. All notices and other communications provided for hereunder must be in writing (including required copies) and sent by receipted hand delivery (including Federal Express or other receipted courier service), facsimile transmission or regular mail, as follows:
(a) if to the Commission:

City and County of San Francisco
Public Utilities Commission
525 Golden Gate Avenue, 4th Floor
San Francisco, California 94102
Attention: Capital Finance Director
Telephone: (415) 551-2973
Facsimile: (415) 487-5258
Email: [email protected]
(b) if to the Bank:
[_________________]
In the case of communications to the Bank with respect to drawings under the Letter of Credit:
[_________________]
In the case of payments to the Bank:
[_________________]
or such other account as the Bank may from time to time designate in writing to the Commission.
(c) if to Issuing and Paying Agent:

U.S. Bank Trust Company, National Association
100 Wall Street, 6th Floor
New York, New York 10005
Attention: [____________]
Telephone: [____________]
(d) if to the Dealers:

At the address, telephone number and telecopy number set forth in each Dealer Agreement
or, as to each Person named above, at such other address or telephone or telecopy number as is designated by such Person in a written notice to the parties hereto. All such notices and other -56-
communications will, when delivered, sent by facsimile transmission or mailed, be effective when deposited with the courier, sent by facsimile transmission or mailed, respectively, addressed as aforesaid, except that requests for Drawings submitted to the Bank will not be effective until received by the Bank.

Section 7.3. Survival of Covenants; Successors and Assigns . (a) All covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto will survive the making of any Drawing or Advance hereunder and will continue in full force and effect until all of the Obligations hereunder are paid in full. Whenever in this Agreement any of the parties hereto is referred to, such reference will, subject to the last sentence of this Section, be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the Commission which are contained in this Agreement will inure to the benefit of the successors and assigns of the Bank. The Commission may not transfer its rights or obligations under this Agreement without the prior written consent of the Bank. The Bank may transfer or assign some or all of its rights and obligations under this Agreement, the Fee Agreement, the Bank Note and the Letter of Credit with the prior written consent of the Commission (which consent may not be withheld unreasonably), provided that (i) with respect to the Letter of Credit only, the Commission has received written notice from each rating agency then rating the Series A -3/A-3-T Notes that the transfer will not cause the lowering, withdrawal or suspension of such rating agency’s rating on the Series A -3/A-3-T Notes, and (ii) the Bank shall be responsible for all costs solely relating to such transfer or assignment. This Agreement is made solely for the benefit of the Commission and the Bank, and no other Person (including, without limitation, the Issuing and Paying Agent, any Dealer or any holder of Series A -3/A-3-T Notes) will have any right, benefit or interest under or because of the existence of this Agreement; provided, further, that the Commission’s liability to any Participant will not in any event exceed that liability which the Commission would owe to the Bank but for such participation. (b) Notwithstanding the foregoing, the Bank will be permitted to grant to one or more financial institutions (each a “Participant” ) a participation or participations in all or any part of the Bank’s rights and benefits and obligations under this Agreement, the Bank Note, the Fee Agreement and the Letter of Credit on a participating basis but not as a party to this Agreement (a “Participation”) without the consent of or notice to the Commission. In the event of any such grant by the Bank of a Participation to a Participant, the Bank shall remain responsible for the performance of its obligations hereunder and under the Letter of Credit, and the Commission may continue to deal solely and directly with the Bank in connection with the Bank’s rights and obligations under this Agreement, the Fee Agreement and the Bank Note and under the Letter of Credit. The Commission agrees that each Participant will, to the extent of its Participation, be entitled to the benefits of this Agreement as if such Participant were the Bank, provided that no Participant will have the right to declare, or to take actions in response to, Event of Default under Section 6.1 hereof.

Section 7.4. Unconditional Obligations. The obligations of the Commission under this Agreement and under the Fee Agreement are absolute, unconditional, irrevocable and payable strictly in accordance with the terms of the Issuing and Paying Agent Agreement, this Agreement -57-
and the other Basic Documents to which the Commission is a party, under all circumstances whatsoever, including, without limitation, the following:
(a) any lack of validity or enforceability of this Agreement, the Letter of Credit, the Fee Agreement or the Series A-3/A-3-T Notes or any other Basic Document; (b) any amendment or waiver of or any consent to departure from the terms of the Issuing and Paying Agent Agreement or all or any of the other Basic Documents to which the Bank has not consented in writing (unless pursuant to Section 5.2(a) hereof such consent is not required);
(c) the existence of any claim, counterclaim, set -off, recoupment, defense or other right which any Person may have at any time against the Bank, the Commission, the Issuing and Paying Agent, any Dealer or any other Person, whether in connection with this Agreement, the other Basic Documents or any transaction related thereto; (d) any statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Credit against presentation of a draft or certificate which does not comply with the terms of the Letter of Credit; and (f) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing.

Section 7.5. Liability of Bank; Indemnification. (a) To the extent permitted by the law of the State, the Commission assumes all risks the acts or omissions of the Issuing and Paying Agent with respect to the use of the Letter of Credit the use of proceeds thereunder; provided that this provision with respect to the Bank is not intended to and will not preclude the Commission from pursuing such rights and remedies as it may have against the Issuing and Paying Agent under any other agreements. Neither the Bank nor any of its respective officers or directors will be liable or responsible for (i) the use of the Letter of Credit, the Drawings or the Advances, the proceeds of the Series A -3/A-3-T Note s or the transactions contemplated hereby and the other Basic Documents or for any acts or omissions of the Issuing and Paying Agent or any Dealer, (ii) the validity, sufficiency or genuineness of any documents determined in good faith by Bank to be valid, sufficient or genuine, even if such documents, in fact, prove to be in any or all respects invalid, fraudulent, forged or insufficient, (iii) payments by the Bank against presentation requests for Drawings or requests which the Bank in good faith has determined to be valid, sufficient or genuine and which subsequently are found not to comply with the terms of this Agreement or any other circumstances whatsoever in making or failing to make payment hereunder; provided that the Commission is not required to indemnify the Bank for any claims, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the gross negligence or willful misconduct the Bank as determined by a court of competent jurisdiction by final and nonappealable judgment. -58-
(b) To the extent permitted by the law of the State, the Commission indemnifies and holds harmless the Bank from and against any and all direct, as opposed to consequential, claims, damages, losses, liabilities, costs and expenses (including specifically reasonable attorneys’ fees) which the Bank may incur (or which may be claimed against the Bank by any Person whatsoever) by reason of or in connection with (i) the execution and delivery of this Agreement, the Fee Agreement, the Letter of Credit and the tr ansactions contemplated hereby or thereby and (ii) any untrue statement or alleged untrue statement of any material fact contained in the Offering Memorandum prepared and distributed in connection with the Series A -3/A-3-T Note s or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading; provided that the Commission is not required to indemnify the Bank to the extent, but only to the extent, any such claim, damage, loss, liability, cost or expense is caused by the Bank’s willful misconduct or gross negligence as determined by a court of competent jurisdiction by final and non- appealable judgment. The Bank is expressly authorized and directed to honor any demand for payment which is made under the Letter of Credit without regard to, and without any duty on its part to inquire into the existence of, any disputes or controversies between the Commission, any Dealer, the Issuing and Paying Agent or any other Person or the respective rights, duties or liabilities of any of them or whether any facts or occurrences represented in any of the documents presented under the Letter of Credit are true and correct.
(c) To the fullest extent permitted by applicable law, the Commission shall not assert, and waives, any claim against the Bank, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) ar ising out of, in connection with, or as a result of, this Agreement, the Letter of Credit, any other Basic Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby or the use of the proceeds thereof.
(d) The obligations of the Commission under this Section 7.5 will survive the termination of this Agreement.

Section 7.6. Expenses. (a) The Commission hereby agrees to pay and perform its obligations provided for in the Fee Agreement, including the payment of all expenses provided for therein in the amounts and on the dates set forth therein. The terms and provisions of the Fee Agreement are incorporated herein by reference. All references to amounts due hereunder or under this Agreement shall be deemed to include all amounts and obligations due under the Fee Agreement.
(b) Upon receipt of a written invoice, the Commission shall promptly pay (i) the reasonable fees and expenses of counsel to the Bank incurred in connection with the preparation, execution and delivery and administration of this Agreement, the Letter of Credit, the Fee Agreement and the other Basic Documents as set forth in the Fee Agreement, (ii) the out-of-pocket expenses of the Bank incurred in connection with the preparation, execution and delivery and administration of this Agreement, the Letter of Cre dit, the Fee Agreement and the other Basic Documents ( provided that such expenses to be paid in connection with the preparation and execution and delivery will not exceed the amount specified in the Fee Agreement), (iii) the fees and disbursements of counsel to the Bank with respect to advising the Bank as to its rights and -59-
responsibilities under this Agreement after the occurrence of an Event of Default and (iv) all costs and expenses, if any, in connection with the administration and enforcement of this Agreement and any other documents which may be delivered in connection herewith, including in each case the fees and disbursements of counsel to the Bank. In addition, and notwithstanding the foregoing, the Commission agrees to pay, after the occurrence of an Event of Default, all costs and expenses (including attorneys’ fee s and costs of settlement) incurred by the Bank in enforcing any obligations or in collecting any payments due from the Commission hereunder by reason of such Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “workout” or of any insol vency or bankruptcy proceedings. The obligations of the Commission under this Section 7.6 will survive the termination of this Agreement.

Section 7.7. No Waiver; Conflict . Neither any failure nor any delay on the part of the Bank in exercising any right, power or privilege hereunder, nor any course of dealing with respect to any of the same, will operate as a waiver thereof or preclude any other or further exercise thereof, nor will a single or partial exercise thereof, pr eclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. To the extent of any conflict between this Agreement, the Letter of Credit and any other Basic Documents, this Agreement will control solely as between the Commission and the Bank.

Section 7.8. Modification, Amendment, Waiver, Etc . No modification, amendment or waiver of any provision of this Agreement will be effective unless the same is in writing and signed in accordance with Section 7.1 hereof.

Section 7.9. Dealing with the Commission, the Issuing and Paying Agent and/or the Dealer. The Bank and its affiliates may accept deposits from, extend credit to and generally engage in any kind of banking, trust or other business with the Commission, the Issuing and Paying Agent and/or any Dealer regardless of the capacity of the Bank hereunder.

Section 7.10. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or e nforceability of such provision in any other jurisdiction, and all other remaining provisions hereof will be construed to render them enforceable to the fullest extent permitted by law. The parties shall endeavor in good faith negotiati ons to replace the invalid, illegal or unenforceable provisions with valid provisions the economic or legal effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7.11. Counterparts. This Agreement may be executed in two or more counterparts, each of which constitutes an original, but when taken together constitute but one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by e-mail with a pdf copy or other replicating image attached, and any printed or copied version of any signature page so delivered will have the same force and e ffect as an originally signed version of such signature page.
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Section 7.12. Table of Contents; Headings . The table of contents and the section and subsection headings used herein have been inserted for convenience of reference only and do not constitute matters to be considered in interpreting this Agreement.

Section 7.13. Entire Agreement. This Agreement represents the final agreement between the parties hereto with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties hereto as to such subject matter.

Section 7.14. Governing Law Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE

DEEMED TO BE A CONTRACT UNDER , AND FOR ALL PURPOSES SHALL BE GOVERNED BY , AND

CONSTRUED AND INTERPRETED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF NEW YORK

WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS (OTHER THAN NEW YORK GENERAL OBLIGATIONS LAWS 5-1401 AND 5-1402); PROVIDED, THAT THE OBLIGATIONS OF THE COMMISSION

HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CHOICE OF LAW RULES.
(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW , EACH OF THE PARTIES HERETO

WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING

OUT OF THIS AGREEMENT, THE BASIC DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED

HEREBY OR THEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS . IF AND TO THE EXTENT THAT THE FOREGOING

WAIVER OF THE RIGHT TO A JURY TRIAL IS UNENFORCEABLE FOR ANY REASON IN SUCH FORUM, EACH

OF THE PARTIES HERETO CONSENTS TO THE ADJUDICATION OF ALL CLAIMS PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, AND THE

JUDICIAL REFEREE IS EMPOWERED TO HEAR AND DETERMINE ALL ISSUES IN SUCH REFERENCE , WHETHER FACT OR LAW . EACH OF THE PARTIES HERETO REPRESENTS THAT IT HAS REVIEWED THIS

WAIVER AND CONSENT AND, FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH MATTERS,

KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND CONSENTS TO JUDICIAL REFERENCE. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN

CONSENT TO A TRIAL BY THE COURT OR TO JUDICIAL REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN.
(c) The covenants and waivers made pursuant to this Section 7.14 are irrevocable and unmodifiable, whether in writing or orally, and are applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Section 7.15. Governmental Regulations. The Commission shall (a) ensure that no who owns a controlling interest in or otherwise controls the Commission is or will be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Order that prohibits or limits the Bank from making any advance or extension of credit the Commission or from otherwise conducting business with the Commission and (b) ensure that proceeds of the Series A -3/A-3-T Notes are not used to violate any of the foreign asset control regulations of OFAC any enabling statute or Executive Order relating thereto. Further, the -61-
Commission shall comply, cause any of its subsidiaries to comply, with all applicable Bank Secrecy Act laws and regulations, amended.

Section 7.16. USA PATRIOT Act. The Bank notifies the Commission that, pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107- 56 (signed into law October 26, 2001)) (the “ Act”), it is required to obtain, verify and record information that identifies the Commission, which information includes the name and address of the Commission and other information that will allow the Bank to identify the Commission in accordance with the Act. The Commission agrees to provide such documentary and other evidence of the Commission’s identity as may be requested by the Bank at any time to enable the Bank to verify the Commission’s identity or to comply with any applicable law or regulation, including, without limitation, the Act.

Section 7.17. Electronic Transmissions. The Bank is authorized to accept and process any amendments, transfers, assignments of proceeds, Drawings, consents, waivers and all documents relating to the Letter of Credit which are sent to Bank by electronic transmission, including SWIFT, electroni c mail, telex, telecopy, courier, mail or other computer generated telecommunications and such electronic communication will have the same legal effect as if written and will be binding upon and enforceable against the Commission. The Bank may, but shall not be obligated to, require authentication of such electronic transmission or that the Bank receives original documents prior to acting on such electronic transmission. The words “execution,” “signed,” “signature,” and words of like import in any Basic Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

Section 7.18. Assignment to Federal Reserve Bank. The Bank may assign and pledge all or any portion of the obligations owing to it hereunder and under the Bank Note to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Offering Memorandum issued by such Federal Reserve Bank, provided that any payment in respect of such assigned obligations made by the Commission to the Bank in accordance with the terms of this Agreement or the Bank Note will satisfy the Commission’s obligations hereunder and/or under the Bank Note in respect of such assigned obligation to the extent of such payment. No such assignment will release the Bank from its obligations hereunder.

Section 7.19. City Requirements. The Bank agrees to the City’s requirements, as provided in Exhibit D attached hereto.

Section 7.20. Arm’s-Length Transaction. The transaction described in this Agreement is an arm’s-length, commercial transaction between the Commission and the Bank in which: (i) the Bank is acting solely as a principal ( i.e., as a lender) and for its own interest; (ii) the Bank is not acting as a municipal advisor or financial advisor to the Commission; (iii) the Bank has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, as amended, and -62-
the related final rules (the “Municipal Advisor Rules” ), to Commission with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether the Bank or any of its affiliates has provided other services or is currently providing other services to the Commis sion on other matters); ( iv) the only obligations the Bank has to the Commission with respect to this transaction are set forth in this Agreement, the Fee Agreement and the Letter of Credit; and (v) the Bank is not recommending that the Commission take an action with respect to the transactions described in this Agreement, the Fee Agreement and the Letter of Credit, and before taking any action with respect to these transactions, the Commission should discuss the information contained herein with the Commission’s own legal, accounting, tax, financial and other advisors, as the Commission deems appropriate.

Section 7.21. QFC Provisions. To the extent that the Basic Documents provide support, through a guarantee or otherwise, for any agreement or instrument that is a QFC (such support, “QFC Credit Support,” and each such QFC, a “ Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes” ) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Basic Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(a) Acknowledgment Regarding Supported QFCs . In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the s ame extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Basic Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Basic Documents were governed by the laws of the United States or a state of the United States. (b) Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings with Respect to Any Supported QFCs . Notwithstanding anything to the contrary in the Basic Documents or any other agreement, but without prejudice to the requirements of the preceding paragraph (a), Default Rights under the Basic Documents that might otherwise apply to a Supported QFC or a ny QFC Credit Support may not be exercised against a Covered Party if such Default Rights are related, directly or indirectly, to a BHC Act Affiliate of such Covered Party becoming subject to Insolvency Proceedings, -63-
except to the extent such exercise would be permitted under 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Act Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to the Basic Doc uments, any Supported QFC or any QFC Credit Support seeks to exercise any Default Right against such Covered Party with respect to such Supported QFC or such QFC Credit Support, the party seeking to exercise such Default Right shall have the burden of proo f, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

Section 7.22. Redactions. In the event the Commission delivers or causes to be delivered to any Dealer for delivery to the Municipal Securities Rulemaking Board, or directly to the Municipal Securities Rulemaking Board, in either instance pursuant to Rule G -34 (“CUSIP Numbers, New Issue, and Market Information Requirements”) or any similar rule or regulation, a copy of this Agreement or the Letter of Credit (including without limitation any amendments hereto or thereto), the Commission shall only provide or cause to be provided a copy of this Agreement and the Letter of Credit (including without limitation any amendments hereto or thereto), in the forms provided by the Bank, that redacts such confidential information contained in this Agreement and the Letter of Credit (including without limitation any amendments hereto or thereto) which could be used in a fraudulent manner, such as any VRDO liquidity bank routing or account numbers, staff names and contact information and fees assessed by the Bank, which redaction is consistent with MSRB Notice 2011-17 (February 23, 2011) and the Commission shall not provide or cause to be provided a copy of the Fee Agreement. The Bank shall provide such redacted copies of this Agreement and the Letter of Credit (including without limitation any amendments hereto or thereto) upon request by the Commission. To the extent requested by any Dealer, the Commiss ion shall cause such Dealer to deliver only such redacted copies of this Agreement and the Letter of Credit (including without limitation any amendments hereto or thereto), in the forms provided by the Bank, and shall not permit delivery of a copy of the F ee Agreement, to the Municipal Securities Rulemaking Board pursuant to said Rule G -34 or any similar rule or regulation.
[S
IGNATURE PAGES FOLLOW]

Signature Page to Reimbursement Agreement
IN WITNESS WHEREOF, the Commission and the Bank have duly executed this Agreement as of the date first written above.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO
By: ____________________________________
Name: ______________________________
Title: _______________________________
APPROVED AS TO FORM:

CITY ATTORNEY OF THE CITY AND COUNTY OF

SAN FRANCISCO
By: _________________________________
Name: ___________________________
Title: ____________________________
ACKNOWLEDGED:

By: _________________________________
Name: ___________________________
Title: ____________________________
Signature Page to Reimbursement Agreement

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
By: ____________________________________
Name: ______________________________
Title: _______________________________

APPENDIX I

FORM OF

IRREVOCABLE TRANSFERABLE LETTER OF CREDIT

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT
[___________________]
U.S. $[______________]
No. [______________]
U.S. Bank Trust Company, National Association,
as Issuing and Paying Agent
100 Wall Street, 6th Floor
New York, New York 10005
Attention: [____________]
Ladies and Gentlemen:

We hereby establish in your favor as issuing and paying agent (the “Issuing and Paying Agent”) under that certain Second Amended and Restated Issuing and Paying Agent Agreement, dated as of [_ ___________], 2025 (as amended, supplemented, restated or otherwise modified from time to time, the “Issuing and Paying Agent Agreement” ), between the Public Utilities Commission of the City and County of San Francisco (the “Commission” ) and the Issuing and Paying Agent for the benefit of the holders of the Series A-3/A-3-T Notes (as hereinafter defined) our Irrevocable Transferable Letter of Credit No. [____________] (as amended, supplemented, restated or otherwise modified from time to time, this “Letter of Credit” ) for the account of the Commission, whereby we hereby irrevocably authorize you to draw on us from time to time, from and after the date hereof to and including the earliest to occur of our close of business on:
(i) February [__], 2030 (as extended from time to time, the “Stated Expiration Date”), (ii) the later of the date on which we receive a written certificate from you in the form of Annex C attached hereto that an Alternate Facility has been substituted for this Letter of Credit in accordance with the Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility as specified in such notice (after we honor any properly presented and conforming Drawing (as defined below) on such date), (iii) the date on which we receive a written certificate from you in the form of Annex F attached hereto t hat there are no longer any Series A -3/A-3-T Note s Outstanding within the meaning of the Issuing and Paying Agent Agreement and that you elect to terminate this Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which you receive notice from us in the form of Annex H (the “Final Drawing Notice”), (b) the date on which the drawing resulting from the delivery of the Final Drawing Notice is honored, and (v) the earlier of (a) the third (3rd) Business Day after the date on which you receive notice from us in the form of Annex I (the “Acceleration Notice” ) and (b) the date on which the Drawing resulting from the delivery of the Acceleration Notice is honored hereunder (the earliest of the foregoing dates herein referred to as the “Termination Date”), a maximum aggregate amount not exceeding $[_________] (the “Original Stated Amount”) to pay the unpaid principal amount of, -2-
and accrued interest on, the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes ( Power Series ) Subseries A -3 (Tax -Exempt) and Subseries A -3-T (Taxable) (together, the “Series A-3/A-3-T Notes ”), in accordance with the terms hereof (said $109,000,000 having been calculated to be equal to (A) $100,000,000, the maximum aggregate principal amount of the Series A-3/A-3-T Notes which may be issued pursuant to the Issuing and Paying Agent Agreement, plus (B) $9,000,000 which is 270 days’ accrued interest on said principal amount of the Series A-3/A-3-T Notes at the rate of 12% per annum (the “Cap Interest Rate”) and assuming a year of 360 days and rounded up to the nearest dollar ). This credit is available to you against presentation of the following docume nts (the “Payment Documents” ) presented to the Bank:

A certificate (with all blanks appropriately completed) (i) in the form attached as Annex A hereto with respect to the payment at maturity of the principal of and interest at maturity on Series A-3/A-3-T Notes, and (ii) in the form attached as Annex B hereto with respect to the payment at maturity of the principal of and interest to maturity on Series A - 3/A-3-T Notes and that otherwise mature on or after the date that you receive the Final Drawing Notice, each certificate to state therein that it is given b y your duly authorized officer and dated the date such certificate is presented hereunder (each such completed and executed certificate, a “Drawing”). No Drawings shall be made under this Letter of Credit for (i) Series A-3/A-3-T Notes bearing registered in the name of the Bank or its nominee or (ii) Series A -3/A-3-T Note s owned by or on behalf of the Commission ( “Ineligible Series A-3/A-3-T Notes”).

All drawings shall be made by presentation of each Payment Document at [___________________], Scranton, at telecopier number (800) 755- 8743, Attention: Standby Letter of Credit Department, without further need of documentation, including the original of this Letter of Credit, it being understood that each Payment Document so submitted is to be the sole operative instrument of a Drawing. You shall use your best efforts to give telephonic notice of a drawing to the Bank at [__ _________________] on the Business Day preceding the day of such drawing (but such notice shall not be a condition to drawing hereunder and you shall have no liability for not doing so).

We agree to honor and pay the amount of any Drawing if presented in compliance with all of the terms of this Letter of Credit to the following account: U.S. Bank National Association, ABA # 091- 000-022, A/C# 1731- 0185-1827, A/C NAME: U.S. Trust, Attn: Charlie VanVleet, Reference: Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Series A-3 (Tax-Exempt) (such account, the “Beneficiary Payment Account”). If any such Drawing is presented at or prior to 10: 00 A.M., New York time, on a Business Day, payment shall be made, in immediately available funds, by 1:00 P.M., New York time, on the same Business Day. If any such Drawing is presented after 10:00 A.M., New York time, on a Business Day, payment shall be made, in immediately available funds, by 1:00 P.M., New York time, on the next succeeding Business Day. “Business Day” shall mean any day other than (i) Saturday or Sunday, (ii) day on which banks located in the cities in which the designated office of the Issuing and Paying Agent or the Banks (initially, Scranton, Pennsylvania, and New York, New York) is located are required or authorized to close, or (iii) a day on which the -3-
New York Stock Exchange is required or authorized to close, or (iv) a legal holiday of the City or any other day the City is authorized by law to be closed for official business.

The Stated Amount (as hereinafter defined) of this Letter of Credit will be reduced automatically by the amount of any drawing hereunder. In connection therewith (except in the case of a Drawing resulting from the delivery of a Final Drawing Notice or the Acceleration Notice), the Stated Amount will be increased when and to the extent, but only when and to the extent, (i)(A) of transfer by you to us on the date such Drawing is honored of proceeds of Commercial Paper Notes issued on such date or (B) you receive written notice from us in the form of Annex K hereto that we have been reimbursed by or on behalf of the Commission for the amount of any Drawing honored hereunder, and (ii) that you have not received notice from us in the form of Annex J hereto (a “No-Issuance Notice”). The Stated Amount under this Letter of Credit will be reduced automatically upon our receipt of Annex G to the amount stated in paragraph 2 therein.

The “Stated Amount” shall mean the Original Stated Amount (i) less the amount of all prior reductions pursuant to Drawings, (ii) less the amount of any reduction thereof pursuant to a reduction certificate in the form of Annex G hereto, (iii) plus the amount of all reinstatements as above provided.

Prior to the Termination Date, we may extend the Stated Expiration Date from time to time at the request of the Commission by delivering to you an amendment to this Letter of Credit in the form of Annex E hereto designating the date to which the Stated Expiration Date is being extended, and thereafter all references in this Letter of Credit to the Stated Expiration Date shall be deemed to be references to the date designated as such in such notice. Any date to which the Stated Expiration Date has been extended as herein provided may be extended in a like manner.

Upon the Termination Date this Letter of Credit shall automatically terminate.

This Letter of Credit is transferable to any transferee whom has succeeded you as Issuing and Paying Agent under the Issuing and Paying Agent Agreement, and may be successively transferred in its entirety. Transfer of the available balance under this Letter of Credit to such transferee shall be effected by the presentation to us of a Transfer Certificate in the form of Annex D attached hereto signed by the transferor and acknowledged by the transferee (each, a “Transfer”) together with the original Letter of Credit.

Other than the provisions for communication by facsimile copy, communications with respect to this Letter of Credit shall be addressed to us at [______________], [______________], [______________], [______________], [______________] [_____________], Attention:

Standby Letter of Credit Department, specifically referring to the number of this Letter of Credit.

To the extent not inconsistent with the express terms hereof, this Letter of Credit shall be governed by, and construed in accordance with, the terms of the International Standby Practices 1998, International Chamber of Commerce -Publication No. 590 ( “ISP98”), except for (i) Rule 2.06(c)(iii) thereof, with regard to an amendment of this Letter of Credit for the purpose of extending the Stated Expiration Date, (ii) Rule 3.12(a) thereof, and (iii) Rule 5.01(a) thereof.

As to matters not governed by the ISP98, this Letter of Credit shall be governed by and construed -4-
in accordance with Article 5 of the Uniform Commercial Code of the State of New York, without regard to conflict of laws.

All payments made by us hereunder shall be made from our funds and not with the funds of any other person.

This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified or amended by reference to any other document whatsoever.

Very truly yours,

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
By: ____________________________________
Name: ______________________________
Title: _______________________________

ANNEX A
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

PRIOR TO FINAL DRAWING CERTIFICATE
[____________]
Ladies and Gentlemen:

The undersigned individual, a duly authorized officer of ____________________ (the “Beneficiary”), hereby certifies on behalf of the Beneficiary as follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. [___________] dated [___________], 2025 (as amended, the “Letter of Credit” ), issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the “Bank”) in favor of the Beneficiary; (ii) those certain Series A- 3/A-3-T Notes (as defined in the Letter of Credit); and (iii) that certain Issuing and Paying Agent Agreement (as defined in the Letter of Credit):

1. The Beneficiary is the Issuing and Paying Agent (as defined in the Letter of Credit) under the Issuing and Paying Agent Agreement.

2. The Beneficiary is entitled to make this Drawing in the amount of $__________ under the Letter of Credit pursuant to the Issuing and Paying Agent Agreement, of which $__________ is being drawn with respect to the payment of principal of maturing Series A -3/A-3-T Note s, other than Ineligible Series A -3/A-3-T Note s (as defined in the Letter of Credit), and $__________ is being drawn in respect of _____ days of interest thereon.

3. The amount of the Drawing is equal to the amount required to be drawn by the Issuing and Paying Agent pursuant to the Issuing and Paying Agent Agreement.

4. The amount of the drawing made by this Certificate was computed in compliance with the terms of the Issuing and Paying Agent Agreement and does not exceed the Stated Amount (as defined in the Letter of Credit).

5. Payment by the Bank pursuant to this Drawing should be made to the Beneficiary Payment Account (as defined in the Letter of Credit) in accordance with the terms the Letter of Credit.

6. Upon receipt by the Beneficiary of the amount demanded hereby, (a) the Beneficiary will deposit the same directly into the Series [__] Debt Service Account maintained by the Beneficiary pursuant to the Issuing and Paying Agent Agreement and -2-
apply the same directly to the payment when due of the principal amount of Series A-3/A- 3-T Note s and the interest amount owing on account of the Series A -3/A-3-T Note s pursuant to the Issuing and Paying Agent Agreement, (b) no portion of said amount will be applied by the Beneficiary for any other purpose, (c) no portion of said amount will be commingled with other funds held by the Beneficiary, except for other funds drawn under the Letter of Credit, and (d) when such Series A -3/A-3-T Notes have been presented for payment and paid by the Beneficiary, the Beneficiary will cancel such matured Series A - 3/A-3-T Notes.

IN WITNESS WHEREOF, this Certificate has been executed this ___ day of ____________________, 20___.

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By: ____________________________________
[Title of Authorized Officer]

ANNEX B
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

AFTER FINAL DRAWING CERTIFICATE
[____________]
Ladies and Gentlemen:

The undersigned individual, a duly authorized officer of ____________________ (the “Beneficiary”), hereby certifies on behalf of the Beneficiary as follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. [___________] dated [___________], 2025 (as amended, the “Letter of Credit” ), issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the “Bank”) in favor of the Beneficiary; (ii) those certain Series A- 3/A-3-T Notes (as defined in the Letter of Credit); and (iii) that certain Issuing and Paying Agent Agreement (as defined in the Letter of Credit):

1. The Beneficiary is the Issuing and Paying Agent (as defined in the Letter of Credit) under the Issuing and Paying Agent Agreement.

2. The Issuing and Paying Agent has received the Final Drawing Notice.

3. The Beneficiary is entitled to make this Drawing in the amount of $__________ under the Letter of Credit pursuant to the Issuing and Paying Agent Agreement, of which $__________ is being drawn with respect to the payment of principal of Series A -3/A-3-T Note s maturing on or after the Final Drawing Notice, other than Ineligible Series A-3/A-3-T Notes (as defined in the Letter of Credit), and $__________ is being drawn in respect of _____ days of interest thereon.

4. The amount of the Drawing is equal to the amount required to be drawn by the Issuing and Paying Agent pursuant to the Issuing and Paying Agent Agreement.

5. The amount of the drawing made by this Certificate was computed in compliance with the terms of the Issuing and Paying Agent Agreement and does not exceed the Stated Amount (as defined in the Letter of Credit).

6. This Payment Document is being presented to the Bank on a date which is no later than the second Business Day prior to the fifteenth (15th) calendar day after receipt by the Beneficiary of the Final Drawing Notice.
-2-

7. Payment by the Bank pursuant to this Drawing should be made to the Beneficiary Payment Account (as defined in the Letter of Credit) in accordance with the terms the Letter of Credit.

8. Upon receipt by the Beneficiary of the amount demanded hereby, (a) the Beneficiary will deposit the same directly into the Series [A-3] Debt Service Account maintained by the Beneficiary pursuant to the Issuing and Paying Agent Agreement and apply the same directly to the payment when due of the principal amount of Series A-3/A- 3-T Note s and the interest amount owing on account of the Series A -3/A-3-T Note s pursuant to the Issuing and Paying Agent Agreement, (b) no portion of said amount will be applied by the Beneficiary for any other purpose, (c) no portion of said amount will be commingled with other funds held by the Beneficiary, except for other funds drawn under the Letter of Credit, and (d) when such Series A -3/A-3-T Notes have been presented for payment and paid by the Beneficiary, the Beneficiary will cancel such matured Series A - 3/A-3-T Notes.

IN WITNESS WHEREOF, this Certificate has been executed this ___ day of ____________________, 20___.

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By: ____________________________________
[Title of Authorized Officer]

ANNEX C
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

CERTIFICATE REGARDING ALTERNATE FACILITY
[____________]
Ladies and Gentlemen:

The undersigned individual, a duly authorized officer of ____________________ (the “Beneficiary”), hereby certifies on behalf of the Beneficiary as follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. [___________] dated [___________], 2025 (as amended, the “Letter of Credit” ), issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the “Bank”) in favor of the Beneficiary; (ii) those certain Series A- 3/A-3-T Notes (as defined in the Letter of Credit); and (iii) that certain Issuing and Paying Agent Agreement (as defined in the Letter of Credit):

1. The Beneficiary is the Issuing and Paying Agent (as defined in the Letter of Credit) under the Issuing and Paying Agent Agreement.

2. The conditions precedent to the acceptance of an Alternate Facility set forth in the Issuing and Paying Agent Agreement have been satisfied.

3. An Alternate Facility in full and complete substitution for the Letter of Credit has been accepted by the Issuing and Paying Agent and is or will be in effect as of ____________________, 20___.

4. There will be no further Drawings requested from the Bank under the Letter of Credit.

5. Upon receipt by the Bank of this Certificate, the Letter of Credit will terminate with respect to all outstanding Series A-3/A-3-T Notes, and the Letter of Credit (and any amendments thereto) is returned to you herewith for cancellation.

6. No payment is demanded of you in connection with this Certificate.

-2-
IN WITNESS WHEREOF, this Certificate has been executed this ___ day of ____________________, 20___.

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By: ____________________________________
[Title of Authorized Officer]

ANNEX D
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

TRANSFER CERTIFICATE
[Date]
Re: Irrevocable Transferable Letter of Credit No. [_____________] dated [_____________], 2025
We, the undersigned “Transferor,” hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (as amended, the “Letter of Credit”) in its entirety to:

NAME OF TRANSFEREE
______________________________________________________
Print Name and complete address of the Transferee

ADDRESS OF TRANSFEREE
______________________________________________________
______________________________________________________

CITY/STATE/COUNTRY ZIP
______________________________________________________
(the “Transferee”) all rights of the Transferor with respect to the above -referenced Letter of Credit, including the right to draw under said Letter of Credit in the amount of the full unutilized balance thereof. Said Transferee has succeeded the Transferor as Issuing and Paying Agent under that certain Second Amended and Restated Issuing and Paying Agent Agreement, dated as of February [__], 2025 (as amended, supplemented, restated or otherwise modified from time to time, the “Issuing and Paying Agent Agreement”), between the Public Utilities Commission of the City and County of San Francisco (the “ Commission”) and U.S. Bank Trust Company, National Association as the initial Issuing and Paying Agent with respect to the Commission’s Commercial Paper Notes (Power Series) Series A-3 (Tax-Exempt).

By virtue of this transfer, the Transferee shall have the sole rights as beneficiary of said Letter of Credit, including sole rights relating to any past or future amendments thereof, whether -2-
increases or extensions or otherwise. All amendments are to be advised directly to the Transferee without necessity of any consent of or notice to the Transferor.

By its signature below, the Transferee acknowledges that it has duly succeeded the Transferor as Issuing and Paying Agent under the Issuing and Paying Agent Agreement, and agrees to be bound by the terms of the Issuing and Paying Agent Agreement as if it w ere the original Issuing and Paying Agent thereunder.

The Letter of Credit is returned herewith, and we ask you to endorse the transfer on the reverse thereof and to forward it directly to the Transferee with your customary notice of transfer.

Very truly yours,
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By: ____________________________________
Name: ______________________________
Title: _______________________________
S

IGNATURE OF THE ABOVE OFFICER, DULY
AUTHORIZED TO ACT ON BEHALF OF [INSERT
NAME OF ISSUING AND PAYING AGENT]
By: ____________________________________
Name: ______________________________
Title: _______________________________

-3-
AUTHENTICATED BY:
[_____________]
By: _________________________________
Name: ___________________________
Title: ____________________________
ACKNOWLEDGED BY:
[INSERT NAME OF TRANSFEREE], as Transferee
and successor Issuing and Paying Agent
By: _________________________________
Name: ___________________________
Title: ____________________________
S

IGNATURE OF THE ABOVE OFFICER

DULY AUTHORIZED TO ACT ON BEHALF OF
[INSERT NAME OF TRANSFEREE],
authenticated by:

By: _________________________________
Name: ___________________________
Title: ____________________________

ANNEX E
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

NOTICE OF EXTENSION
_______________, ____
U.S. Bank Trust Company, National Association
_____________________________
_____________________________
_____________________________
Attention: ____________________
Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. [___________] dated [______________], 2025 (as amended, the “Letter of Credit” ), established by us in your favor as Beneficiary. We hereby notify you that, in accordance with the terms of the Letter of Credit, the Stated Expiration Date (as defined in the Letter of Credit) has been extended to ____________________, _____.

This letter shall be attached to the Letter of Credit and made a part thereof.

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
By: ____________________________________
Name: ______________________________
Title: _______________________________

ANNEX F
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

CERTIFICATE REGARDING NO OUTSTANDING NOTES
[____________]
Ladies and Gentlemen:

The undersigned, a duly authorized officer of ____________________ [insert name of Issuing and Paying Agent] (the “Beneficiary”), hereby notifies Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the “Bank”), with reference to that certain Irrevocable Transferable Letter of Credit No. [____________] dated [______________], 2025 (as amended, the “Letter of Credit”; terms defined therein and not otherwise defined herein shall have the meanings set forth in the Letter of Credit) issued by the Bank in favor of the Beneficiary as follows:

1. The Beneficiary is the Issuing and Paying Agent under the Issuing and Paying Agent Agreement for the holders of the Series A-3/A-3-T Notes.

2. No Series A -3/A-3-T Note s (other than Series A-3/A-3-T Note s with respect to which an Alternate Facility is in effect) remain outstanding under the Issuing and Paying Agent Agreement, nor does the Commission intend to issue any additional Series A-3/A-3-T Notes under the Issuing and Paying Agent Agreement.

3. There will be no further Drawings requested from the Bank under the Letter of Credit, and the Beneficiary hereby elects to terminate the Letter of Credit, and returns such Letter of Credit (along with any amendments thereto) to you herewith for cancellation.

4. No payment is demanded of you in connection with this Certificate.

I
N WITNESS WHEREOF, the Issuing and Paying Agent has executed and delivered this Certificate as of this _____ day of ____________________, _____.

U.S. Bank Trust Company, National
Association, as Issuing and Paying Agent
By: ____________________________________
Name: ______________________________
Title: _______________________________

ANNEX G
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

NOTICE OF REDUCTION
[____________]
Ladies and Gentlemen:

The undersigned, a duly authorized officer of ____________________ U.S. Bank Trust Company, National Association (the “Beneficiary”), hereby notifies Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the “Bank”), with reference to that certain Irrevocable Transferable Letter of Credit No. [___________] dated [____________], 2025 (as amended, the “Letter of Credit”; terms defined therein and not otherwise defined herein shall have the meanings set forth in the Letter of Credit) issued by the Bank in favor of the Beneficiary as follows:

1. The Beneficiary is the Issuing and Paying Agent under the Issuing and Paying Agent Agreement for the holders of the Series A-3/A-3-T Notes.

2. The Stated Amount of the Letter of Credit will be decreased by the amount of $__________ ($__________ applicable to principal and $__________ applicable to interest), effective on __________ (the “Decrease Date”).

3. The new Stated Amount of the Letter of Credit is $__________, of which $__________ is applicable to principal and $__________ is applicable to interest, which amounts are not less than the outstanding principal amount of Series A -3/A-3-T Notes on the Decrease Date and interest thereon at the Cap Interest Rate for a period of two hundred seventy (270) days, calculated on the basis of a year of 360 days on the Decrease Date.

4. You are required to attach this Notice of Reduction to the Letter of Credit and to treat this Notice of Reduction as an amendment to the Letter of Credit. -2-
IN WITNESS WHEREOF, the Issuing and Paying Agent has executed and delivered this Certificate as of this _____ day of ____________________, _____.

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By: ____________________________________
Name: ______________________________
Title: _______________________________

ANNEX H
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

FINAL DRAWING NOTICE
[Date]
U.S. Bank Trust Company, National Association
_____________________________
_____________________________
_____________________________
Attention: ____________________
Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. [____________] dated [______________], 2025 (as amended, the “Letter of Credit” ; terms defined therein and not otherwise defined herein shall have the meanings set forth in the Letter of Credit), established by us in your favor as Issuing and Paying Agent.

Please be advised that:

1. An Event of Default under and as defined in the Reimbursement Agreement, dated as of [____________], between the undersigned and the Public Utilities Commission of the City and County of San Francisco, pursuant to which the Letter of Credit was issued, has occurred and is continuing.

2. The undersigned instructs the Issuing and Paying Agent, effective upon receipt of this Final Drawing Notice, to cease issuing Series A-3/A-3-T Notes.

3. The undersigned hereby notifies you as Issuing and Paying Agent that (i) effective upon receipt of this Final Drawing Notice, the Stated Amount available to be drawn under the Letter of Credit will not be reinstated in accordance with the Letter of Credit, (ii) the Issuing and Paying Agent is instructed to make the final Drawing under the Letter of Credit to provide for the payment of Series A-3/A-3-T Notes issued in accordance with the Issuing and Paying Agent Agreement which are outstanding and are ma turing or are hereafter to mature, and (iii) the Termination Date of the Letter of Credit will occur and the Letter of Credit will terminate on the earlier of (a) date which is the fifteenth (15th) calendar day after the date of receipt by the Issuing and Paying Agent of -2-
this Final Drawing Notice and (b) the date on which the Drawing resulting from the delivery of this Final Drawing Notice is honored by the undersigned.

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
By: ____________________________________
Name: ______________________________
Title: _______________________________

ANNEX I
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

ACCELERATION NOTICE
[Date]
U.S. Bank Trust Company, National Association
_____________________________
_____________________________
_____________________________
Attention: ____________________
Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. [____________] dated [______________], 2025 (as amended, the “Letter of Credit” ; terms defined therein and not otherwise defined herein shall have the meanings set forth in the Letter of Credit), established by us in your favor as Issuing and Paying Agent.

Please be advised that:

1. An “event of default” under and as defined in the Second Amended and Restated Issuing and Paying Agent Agreement, dated as of [ ______________], 2025 (the “IPAA”), between the Issuing and Paying Agent and the Public Utilities Commission of the City and County of San Francisco, has occurred.

2. Pursuant to Section 8.01 of the IPAA, the undersigned notifies the Issuing and Paying Agent that is has declared the principal of all outstanding Series A -3/A-3-T Notes, and the interest accrued thereon, to be due and payable immediately.

3. The undersigned hereby notifies you as Issuing and Paying Agent that (i) effective upon receipt of this Acceleration Notice, the Stated Amount available to be drawn under the Letter of Credit will not be reinstated in accordance with the Letter of Credit, (ii) the Issuing and Paying Agent is instructed to make the final Drawing under the Letter of Credit to provide for the payment of the principal of and interest on Series A-3/A- 3-T Notes issued in accordance with the Issuing and Paying Agent Agreement which are outstanding and which have been accelerated, and (iii) the Termination Date of the Letter of Credit will occur and the Letter of Credit will terminate on the earlier of (a) date which is the third (3rd) Business Day after the date of receipt by the Issuing and Paying Agent of -2-
this Acceleration Notice and (b) the date on which the Drawing resulting from the delivery of this Acceleration Notice is honored by the undersigned.

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
By: ____________________________________
Name: ______________________________
Title: _______________________________
cc: PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
Attention: Chief Financial Officer
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102

ANNEX J
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

NO-ISSUANCE NOTICE
[Date]
U.S. Bank Trust Company, National Association
_____________________________
_____________________________
_____________________________
Attention: ____________________
Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. [____________] dated [______________], 2025 (as amended, the “Letter of Credit” ; terms defined therein and not otherwise defined herein shall have the meanings set forth in the Letter of Credit), established by us in your favor as Issuing and Paying Agent.

Please be advised that:

1. A Default or an Event of Default under and as defined in the Reimbursement Agreement, dated as of [______________], between the Commission and the Bank (as amended and supplemented from time to time), between the undersigned and the Public Utilities Commission of the City and County of San Francisco, pursuant to which the Letter of Credit was issued, has occurred and is continuing.

2. Subject to the following sentence, you shall cease authenticating and issuing Series A-3/A-3-T Notes, as provided in the Issuing and Paying Agent Agreement, unless and until we rescind this No-Issuance Notice. If you receive this No-Issuance Notice after 12:00 p.m., New York City time, on a Business Day, you shall cease authenticating Series A-3/A-3-T Notes on the next Business Day.

3. This No-Issuance Notice will not affect our obligation to honor demands for payment under the Letter of Credit with respect to Series A -3/A-3-T Note s authenticated and issued prior to your receipt of this No- Issuance Notice (or, as provided in paragraph 2 above, on the same Business Day that you receive this No-Issuance Notice), and you will continue to have the right to draw under the Letter of Credit to pay the principal of and accrued interest on maturing Series A -3/A-3-T Notes authenticated and issued prior to your receipt of this No- Issuance Notice (or, as provided in paragraph 2 -2-
above, authenticated and issued on the same Business Day that you receive this No-Issuance Notice.

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
By: ____________________________________
Name: ______________________________
Title: _______________________________

ANNEX K
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERRABLE DIRECT-PAY LETTER OF CREDIT

NOTICE OF REIMBURSEMENT
[Date]
U.S. Bank Trust Company, National Association
_____________________________
_____________________________
_____________________________
Attention: ____________________
Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. [____________] dated [______________], 2025 (as amended, the “Letter of Credit” ; terms defined therein and not otherwise defined herein shall have the meanings set forth in the Letter of Credit), established by us in your favor as Issuing and Paying Agent.

Please be advised that:

1. The Bank has been reimbursed by or on behalf of the Commission for an amount drawn and honored by the Bank under the Letter of Credit and that the Stated Amount of the Letter of Credit will be increased by the amount of $__________, of which $__________ is applicable to principal and $__________ is applicable to interest, effective as of ____________________, _____ (the “Increase Date”).

2. The new Stated Amount of the Letter of Credit is $__________, of which $__________ is applicable to principal and $__________ is applicable to interest. You are authorized and directed to attach this Notice of Reimbursement to the Letter of Credit and to treat this Notice of Reimbursement as an amendment to the Letter of Credit.

S

UMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
By: ____________________________________
Name: ______________________________
Title: _______________________________

EXHIBIT A

FORM OF BANK NOTE

SAN FRANCISCO PUBLIC UTILITIES COMMISSION BANK NOTE
SERIES [__] BANK NOTE (POWER SERIES) [__]
CUSIP NO. [_________]
[____________] San Francisco, California
$[____________]
For value received, P UBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) promises to pay to the order of SUMITOMO MITSUI BANKING CORPORATION, acting through its New York Branch (the “Bank”), by wire transfer to the payment account specified in the Agreement referred to below, or such other account as the Bank may specify to the Commission in writing, the principal sum of [_ __________________________] Dollars ($ [____________]) or, if less, the aggregate outstanding principal amount of the unreimbursed Reimbursement Obligations from time to time owing to the Bank pursuant to the Reimbursement Agreement, dated as of [______________], 2025, between the Commission and the Bank (as amended and supplemented from time to time, the “Agreement” ), on the dates and in the amounts provided for in the Agreement.

The Commission promises to pay interest on the unpaid principal amount of such Reimbursement Obligations on the dates and at the rates provided for in the Agreement. All payments of principal and interest must be made in lawful money of the United States of America in immediately available funds. All capitalized terms used herein and not otherwise defined herein have the meanings specified in the Agreement.

This Bank Note is the Bank Note referred to in the Agreement and is entitled to the benefits thereof and of the other Basic Documents referred to therein. As provided in the Agreement, this Bank Note is subject to prepayment, in whole or in part. In case an Event of Default occurs and is continuing, the principal of and accrued interest on this Bank Note may be declared due and payable in the manner and with the effect provided in the Agreement.

The Bank agrees, by acceptance of this Bank Note, that, before disposing of this Bank Note, it will make a notation on the schedule attached hereto of all Reimbursement Obligations evidenced hereby and all principal payments and prepayments made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make any such notation will not limit or otherwise affect the obligation of the Commission hereunder with respect to payments of principal of and interest on this Bank Note.

Notwithstanding any other provision hereof or of the Agreement to the contrary, the obligations of the Commission hereunder are payable from the Available Power Enterprise Revenues and the Revenue Fund. This Bank Note constitutes a valid and binding obligation of -2-
the Commission issued under the Issuing and Paying Agent Agreement and is secured by, and payable from, the Available Power Enterprise Revenues and from the proceeds of subsequent borrowings by the Commission, including but not limited to additional or rol lover Notes authorized thereunder.

The undersigned maker and all guarantors, endorsers and pledgors that may exist at any time with respect hereto hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Bank Note and assent to extensions of the time of payment or forbearance or other indulgence without notice.

THIS BANK NOTE IS GOVERNED BY, AND TO BE CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS.

-3-
IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Bank Note to be signed in its corporate name as an instrument under seal by its duly authorized officer on the date and in the year first above written.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO
By: ____________________________________
Name: Dennis J. Herrera
Title: General Manager
Approved as to Form:

City Attorney of the City and County of
San Francisco
By: _________________________________
Name: Katherine Thursby Ortega
Title: Deputy City Attorney
Acknowledged:

Director of Public Finance of the City and
County of San Francisco
By: _________________________________
Name: Anna Van Degna
Title: Director of Public Finance of the
City and County of San Francisco

-4-

-5-

TRANSACTIONS ON BANK NOTE

DATE

PRINCIPAL

AMOUNT OF

REIMBURSEMENT

OBLIGATION

AMOUNT OF

PRINCIPAL PAID

DATE TO WHICH

INTEREST PAID

NOTATION

MADE BY

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate (this “Certificate” ) is furnished to S UMITOMO MITSUI BANKING CORPORATION, acting through its New York Branch (the “Bank”) pursuant to the Reimbursement Agreement, dated as of [______________], 2025 (the “Agreement”), between the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and Bank. Unless otherwise defined herein, the terms used in this Certificate have the meanings assigned thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am an Authorized Representative of the Commission;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Commission during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and

4. To the best of my knowledge the financial statements required by Section 5.1(a) of the Agreement and being furnished to you concurrently with this certificate fairly represent the consolidated financial condition of the Commission in accordance with GAAP as of the date and for the period covered thereby.

Describe below the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Commission has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered this _____ day of __________, 20___.

P

UBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO
By: ____________________________________
Name: ______________________________
Title: _______________________________

EXHIBIT C
2025 LIST OF CITY HOLIDAYS
(INCLUDING DAYS CITY IS OFFICIALLY CLOSED)

New Year’s Day: January 1, 2025
Dr. Martin Luther King, Jr. Day: January 20, 2025
Presidents’ Day: February 17, 2025
Memorial Day: May 26, 2025
Juneteenth: June 19, 2025
Independence Day: July 4, 2025
Labor Day: September 1, 2025
Indigenous Peoples’ Day: October 13, 2025
Veterans’ Day: November 11, 2025
Thanksgiving Day and the day after: November 27, 2025 and November 28, 2025 Christmas Day: December 25, 2025

EXHIBIT D

CITY REQUIREMENTS
[Updated list to be provided by City Attorney]

EXHIBIT E

LIST OF QUALIFIED DEALERS
[Updated list to be provided by the Commission]

CHAPMAN DRAFT
JANUARY 14, 2025
1304518678-2__fee_agreement__power_a_3_smbc_
4428512

FEE AGREEMENT
February 18, 2025
$100,000,000
not to exceed aggregate principal amount of
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Power Series)
Series A-3
Reference is hereby made to that certain Reimbursement Agreement dated as of February 1, 2025 (as it may be amended, supplemented, modified or restated from time to time in accordance with its terms, the “Reimbursement Agreement”), between the Public Utilities Commission of the City and County of San Francisco (the “Commission” ) and Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the “Bank” ). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Reimbursement Agreement.

The purpose of this Fee Agreement is to confirm the agreement between the Commission and the Bank with respect to fees and other amounts payable to the Bank and to set forth certain other information with respect to the Reimbursement Agreement and Letter of Credit. This is the Fee Agreement referenced in the Reimbursement Agreement, and the terms hereof are incorporated by reference into the Reimbursement Agreement as if fully set forth therein.

In consideration for and in order to induce the Bank to issue the Letter of Credit pursuant to the terms and conditions set forth in the Reimbursement Agreement, the parties hereto agree as follows:
(a) Facility Fee. The Commission agrees to pay to the Bank on April 1, 2025 for the period commencing on the Closing Date and ending on March 31, 2025, and on the first Business Day of each July, October , January and April to occur thereafter, and on the Termination Date (each, a “Quarterly Payment Date” ), a non- refundable facility fee (the “Facility Fee” ), which shall be fully earned when due and nonrefundable when paid, computed in arrears (on the basis of a 360 day year for the actual number of days elapsed per quarter) in an amount equal to the product of (x) the Stated Amount of the Letter of Credit (without regard to temporary reductions thereof) for each day during each related period multiplied by (y) the applicable rate per annum specified below based on the Rating (as defined below) corresponding to the applicable Level set forth in the pricing matrix below for each day during each related period (the “Facility Fee Rate”):
-2-
Level FITCH RATING S&P RATING
MOODY’S
RATING

FACILITY FEE
RATE
Level 1 AA- or above AA- or above Aa3 or above 0.32%
Level 2 A+ A+ A1 0.47%
Level 3 A A A2 0.67%
Level 4 A- A- A3 1.00%
Level 5 BBB+ BBB+ Baa1 1.50%
Level 6 BBB BBB Baa2 2.25%
The term “Rating” as used above shall mean the long -term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt; provided, however, that if the long term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt appear in more than one rating level, the term “Rating” as used above shall mean the lowest of the long- term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt (for the avoidance of doubt, Level 6 is the Level with the lowest Ratings, and Level 1 is the Level with the highest Ratings for purposes of the pricing matrix above). The Commission acknowledges, and the Bank agrees, that as of the Closing Date the Facility Fee Rate is that specified above for Level 1 . Any change in the Facility Fee Rate resulting from a change in a Rating shall be and become effective as of and on the date of the announcement of the change in such Rating. References to ratings above are references to rating categories as now determined by the Rating Agencies, and, in the event of adoption of any new or changed rat ing system by any such Rating Agency, including, without limitation, any recalibration or realignment of the long term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt in connection with the adoption of a “global” rating scale, ea ch of the ratings from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system which most closely approximates the applicable rating category as currently in effect . In the event that eit her (i) any long-term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt is suspended, withdrawn or otherwise unavailable from any Rating Agency, or reduced below “Baa2” (or its equivalent) by Moody’s or “BBB” (or its equivalent) by S&P or Fitch (to the extent any Senior Debt is rated by Fitch at the request of the Commission) , or (ii) upon the occurrence and during the continuance of an Event of Default, then the Facility Fee Rate otherwise in effect shall be immediately and without notice equal 3.00% per annum . The Facility Fees shall be payable in arrears as provided in this Paragraph (a), together with interest on the Facility Fees from the date payment is due until payment in full at the Default Rate , payable by the Commission on demand and calculated as provided in this Paragraph (a). (b) Drawing Fee. Upon each drawing under the Letter of Credit, the Commission agrees to pay to the Bank a Letter of Credit drawing fee of $300, payable without any requirement of notice or demand by the Bank on the day on which such drawing is paid by the Bank. (c) Transfer Fee; Amendment Fee. Upon each transfer of the Letter of Credit, the Commission agrees to pay to the Bank the sum of $5,000 plus the reasonable fees and expenses of counsel to the Bank associated with such transfer, payable on the date of such transfer. Upon any amendment of the Letter of Credit, the Reimbursement Agreement or this Fee Agreement, or any amendment of any other Basic Document requiring action on the part of the Bank, the Commission -3-
agrees to pay to the Bank the sum of $5,000 plus the reasonable fees and expenses of counsel to the Bank associated with such amendment, payable on the date of such amendment. (d) Termination Fee. If the Letter of Credit is terminated or is replaced, or the Stated Amount of the Letter of Credit is permanently reduced to zero, prior to the one (1) year anniversary of the Closing Date , the Commission shall pay to the Bank, upon such termination, replacement or reduction, a termination fee equal to the product of (i) the Facility Fee Rate in effect as of the date of such termination, replacement or reduction, (ii) the Stated Amount (without taking into account any Unpaid Drawing) as of the date of such termination, replacement or reduction, and (iii) a fraction, the numerator of which is equal to the number of days from and including the date of such termination, replacement or reduction to and including the one (1) year anniversary of the Closing Date, and the denominator of which is 360, and shall also pay to the Bank, upon such termination, replacement or reduction, all other fees, expenses and other obligations payable hereunder and under the Reimbursement Agreement , including, without limitation, all principal and accrued interest owing on the Bank Note; provided, however, that the Commission shall not be required to pay any termination fee to the Bank (i) if such termination, replacement or reduction is a result of any of the senior unsecur ed short-term credit ratings of the Bank being downgraded by Moody’s to “P2” or below, by Fitch to “F2” or below or by S&P to “A-2” or below, respectively (provided, that for the avoidance of doubt, the ratings referenced in this clause (i) shall mean those ratings assigned to Sumitomo Mitsui Banking Corporation, acting through its New York Branch and not ratings assigned to Sumitomo Mitsui Banking Corporation, acting through its New York Branch’s parent or holding company or any other affiliate of the Bank), or (ii) if such termination, replacement or reduction is a result of additional amounts becoming due pursuant to Section 2.14 of the Reimbursement Agreement. All payments from the Commission to the Bank referred to in this paragraph (d) shall be made with immediately available funds. (e) Reduction Fee. If the Stated Amount of the Letter of Credit is permanently reduced to an amount greater than zero prior to the one (1) year anniversary of the Closing Date , the Commission shall pay to the Bank, upon such permanent reduction, a reduction fee in an amount equal to the product of (i) the Facility Fee Rate in effect as of the date of such reduction, (ii) the difference between the Stated Amount prior to such permanent reduction (without taking into account any Unpaid Drawing) and the Stat ed Amount after such permanent reduction (without taking into account any Unpaid Drawing), and (iii) a fraction, the numerator of which is equal to the number of days from and including the date of such permanent reduction to and including the one (1) year anniversary of the Closing Date, and the denominator of which is 360, and shall also pay to the Bank, upon such permanent reduction, all other fees, expenses and other obligations payable hereunder and under the Reimbursement Agreement , including, without limitation, all principal and accrued interest owing on the Bank Note; provided, however, that the Commission shall not be required to pay any reduction fee to the Bank (i) if such reduction is a result of any of the senior unsecured short-term credit ratings of the Bank being downgraded by Moody’s to “P2” or below, by Fitch to “F2” or below or by S&P to “A-2” or below, respectively (provided, that for the avoidance of doubt, the ratings referenced in this clause ( i) shall mean those ratings assigned to Sumitomo Mitsui Banking Corporation, acting through its New York Branch and not ratings assigned to Sumitomo Mitsui Banking Corporation, acting through its New York Branch’s parent or holding company or any other aff iliate of the Bank) , or (ii) i f such reduction is a result of additional amounts becoming due pursuant to Section 2.14 of the Reimbursement Agreement. All -4-
payments from the Commission to the Bank referred to in this paragraph (e) shall be made with immediately available funds.
(f) Expenses. Upon receipt of a written invoice by mail, the Commission will promptly pay (i ) the reasonable fees and expenses of counsel (both foreign and domestic) to the Bank incurred in connection with the preparation, execution and delivery, and administration of the Reimbursement Agreement, the Letter of Credit, this Fee Agreement and the oth er Basic Documents or any amendments thereto , (ii) the reasonable out -of-pocket expenses of the Bank incurred in connection with the preparation, execution and delivery, and administration of the Reimbursement Agreement, the Letter of Credit, this Fee Agreement and the other Basic Documents or any amendments thereto, (iii) the fees and disbursements of counsel (both foreign and domestic) to the Bank with respect to advising the Bank as to the rights and responsibilities under the Reimbursement Agreement after the occurrence of an Event of Default, and (iv) all costs and expenses, if any, in connection with the administration and enforcement of the Reimbursement Agreement and any other documents which may be delivered in connection therewith, including in each case the fees and disbursements of counsel (both foreign and domestic) to the Bank. In addition, and notwithstanding the foregoing, the Commission agrees to pay, after the occurrence of an Event of Default, all costs and expenses (including attorneys’ fees and costs of settlement) incurred by the Bank in enforcing any obligations or in collecting any paym ents due from the Commission hereunder by reason of such Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided under the Reimbursement Agreement in the nature of a “workout” or of any insolvency or bankruptcy proceedings . The obligations of the Commission under this paragraph (f) shall survive the termination of the Reimbursement Agreement.
(g) Payment Account. “Payment Account” shall mean the following account of the Bank (or at such other place as the Bank may specify by written notice to the Commission and the Trustee):

Sumitomo Mitsui Banking Corp., New York
ABA Number: 0260-0967-4
Account Name: SMBC Loan Operations New York
Account Number: 423001
Re: San Francisco Public Utilities Commission, Power
Contact: (212) 224-4310
(h) Notices. All notices and other communications to the Bank provided for under the Reimbursement Agreement shall be in writing (including required copies) and sent by receipted hand delivery (including Federal Express or other receipted courier service), telecopy, fa csimile transmission, or regular mail, to the following addresses (or to such other address(es) of which the Bank shall notify the parties to the Reimbursement Agreement):
if to the Bank with respect to
draws under the Letter of
Credit, to:

Sumitomo Mitsui Banking Corporation,
New York Branch
277 Park Avenue, 6th Floor
New York, New York 10172
-5-
Attention: Trade Credit Services Department
Telephone: (212) 224-4310
Facsimile: (212) 224-4566
Email: [email protected]

if to the Bank with respect to
administrative matters, to:

Sumitomo Mitsui Banking Corporation,
New York Branch
277 Park Avenue, 4th Floor
New York, New York 10172
Attention: General Manager - Public and
Infrastructure Finance Group
Telephone: (212) 224-4859
Facsimile: (212) 224-5227
Email: [email protected]

With a copy to:

Sumitomo Mitsui Banking Corporation,
New York Branch
277 Park Avenue, 6th Floor
New York, New York 10172
Attention: Trade Credit Services Department
Telephone: (212) 224-4310
Facsimile: (212) 224-4566
Email: [email protected]
(i) No amendment or waiver of any provision of this Fee Agreement, or consent to any departure by the Commission therefrom, shall in any event be effective unless the same shall be in writing and signed by the Bank and an Authorized Representative of the Commission, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Neither any failure nor any delay on the part of the Bank in exercising any right, power or privilege hereunder, nor any course of dealing with respect to any of the same, shall operate as a waiver thereof, preclude any other or further exercise thereof nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The remedies herein provided are cumulative, and not exclusive of any remedies provided by law . To the extent of any conflict between this Fee Agreement, the Reimbursement Agreement, the Letter of Credit, and any other Basic Documents, with respect to the subject matter hereof, this Fee Agreement shall control solely as between the Commission and the Bank.
(j) Any provision of this Fee Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affect ing the validity or enforceability of such provision in any other jurisdiction, and all other remaining provisions hereof will be construed to render them enforceable to the fullest extent permitted by law . The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions -6-
with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
(k) THIS FEE AGREEMENT SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE

WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS; PROVIDED THAT THE BANK’S OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS . THIS FEE AGREEMENT IS SUBJECT TO SECTION 7.14 OF THE REIMBURSEMENT AGREEMENT.
(l) This Fee Agreement may be executed in two or more counterparts, each of which shall constitute an original, but when taken together shall constitute but one agreement and any of the parties hereto may execute this Fee Agreement by signing any such counterpart. This Fee Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy or other replicating image to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page.
(m) This Fee Agreement represents the final agreement between the parties hereto with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto as to such subject matter. (n) This Fee Agreement and the Reimbursement Agreement shall be construed as one agreement between the Commission and the Bank and shall be governed by the provisions of the Reimbursement Agreement.
(o) Unless required by law, the Commission shall not deliver or permit, authorize or consent to the delivery of this Fee Agreement to any Person for delivery to the Municipal Securities Rulemaking Board unless the Bank provides its prior written consent. [The remainder of this page intentionally left blank]

Signature Page to Fee Agreement
(Power Series A-3)
IN WITNESS WHEREOF, the parties hereto have caused this Fee Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

PUBLIC UTILITIES COMMISSION OF THE CITY

AND COUNTY OF SAN FRANCISCO
By: ____________________________________
Name: ______________________________
Title: _______________________________
Approved as to Form:
__________________________,
City Attorney of the City and County of San Francisco
By: ____________________________________
Name: ______________________________
Title: _______________________________

Acknowledged:
__________________________,
Director of Public Finance of the City and County of San Francisco By: ____________________________________
Name: ______________________________
Title: _______________________________

Signature Page to Fee Agreement
(Power Series A-3)

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
By: ____________________________________
Name: Eric J. Isban
Title: Managing Director

4928-1711-7191.6

SECOND AMENDED AND RESTATED

ISSUING AND PAYING AGENT AGREEMENT
Dated as of February 1, 2025
by and between

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY

OF SAN FRANCISCO
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Issuing and Paying Agent
Relating to
$350,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(POWER SERIES)
$125,000,000 SERIES A-1 (TAX-EXEMPT)
$125,000,000 SERIES A-2 (TAX-EXEMPT)
$100,000,000 SERIES A-3 (TAX-EXEMPT)/A-3-T (TAXABLE)

Table of Contents

Page

4928-1711-7191.6

ARTICLE I

DEFINITIONS
Section 1.01. Definitions........................................................................................................ 4 Section 1.02. Interpretation .................................................................................................. 17 Section 1.03. Agreement to Constitute Contract ................................................................. 18

ARTICLE II
GENERAL AUTHORIZATION AND ISSUANCE; THE COMMERCIAL PAPER NOTES Section 2.01. Authorized Amount of Commercial Paper Notes; Terms and Description of Commercial Paper Notes ....................................................... 18 Section 2.02. Payment.......................................................................................................... 19 Section 2.03. Authentication of Commercial Paper Notes .................................................. 20 Section 2.04. Form of Commercial Paper Notes and Authentication Certificate ................ 21 Section 2.05. Book-Entry System ........................................................................................ 21 Section 2.06. Conditions Precedent to Delivery of each Series of Commercial Paper Notes .............................................................................................................. 23 Section 2.07. Commercial Paper Notes ............................................................................... 25 Section 2.08. Mutilated, Lost, Stolen or Destroyed Commercial Paper Notes .................... 26 Section 2.09. Surrender of Commercial Paper Notes .......................................................... 26 Section 2.10. Execution and Authentication of Commercial Paper Notes .......................... 26 Section 2.11. Temporary Commercial Paper Notes............................................................. 27 Section 2.12. Non-Presentment of Commercial Paper Notes; Unclaimed Money .............. 27 Section 2.13. SPANS Online ............................................................................................... 28

ARTICLE III
FUNDS AND ACCOUNTS; APPLICATION OF NOTE PROCEEDS
Section 3.01. Establishment and Designation of Funds and Accounts ................................ 29 Section 3.02. Deposit of Proceeds of Commercial Paper Notes .......................................... 29 Section 3.03. Application of Moneys in Construction Fund ............................................... 29 Section 3.04. Deposits Into and Uses of the Debt Service Account and the Bank Payment Account ........................................................................................... 30 Section 3.05. Drawings under each Letter of Credit ............................................................ 31 Section 3.06. Investments Authorized ................................................................................. 31 Section 3.07. Moneys Remaining in Funds and Accounts .................................................. 32

ARTICLE IV

THE BANK NOTES
Section 4.01. Authorization and Terms of Bank Notes ....................................................... 32 Section 4.02. Issuance of Bank Notes .................................................................................. 33 Section 4.03. Form of Bank Notes and Authentication Certificate ..................................... 33 Section 4.04. Transfers of Bank Notes ................................................................................ 33 Table of Contents
(continued)
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Section 4.05. Deposits of Available Power Enterprise Revenues in Bank Note Account .......................................................................................................... 33

ARTICLE V
COVENANTS; REPRESENTATIONS
Section 5.01. No Arbitrage .................................................................................................. 34 Section 5.02. Rebate to United States .................................................................................. 34 Section 5.03. Tax Covenant ................................................................................................. 35 Section 5.04. Taxable Commercial Paper Notes ................................................................. 35 Section 5.05. Letter of Credit ............................................................................................... 35 Section 5.06. Amounts of Rates and Charges ...................................................................... 36 Section 5.07. Limitation on Additional Debt ....................................................................... 36 Section 5.08. Financial Statements ...................................................................................... 36

ARTICLE VI
PLEDGE OF AVAILABLE REVENUES; LIMITED LIABILITY OF THE COMMISSION Section 6.01. Available Power Enterprise Revenues ........................................................... 36 Section 6.02. Limited Obligations ....................................................................................... 37

ARTICLE VII
ISSUING AND PAYING AGENT; DEALER
Section 7.01. Appointment of Issuing and Paying Agent .................................................... 38 Section 7.02. Reports, Records and Accounts ..................................................................... 38 Section 7.03. Duties ............................................................................................................. 38 Section 7.04. Compensation ................................................................................................ 39 Section 7.05. Liability .......................................................................................................... 39 Section 7.06. Additional Information .................................................................................. 40 Section 7.07. Resignation and Replacement of Issuing and Paying Agent ......................... 40 Section 7.08. Dealers ........................................................................................................... 41 Section 7.09. Compliance with City Requirements ............................................................. 41

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF COMMERCIAL PAPER NOTEHOLDERS Section 8.01. Events of Default ........................................................................................... 41 Section 8.02. Suits at Law or in Equity and Mandamus ...................................................... 42 Section 8.03. Remedies Not Exclusive ................................................................................ 42 Section 8.04. Banks to Control Remedies ........................................................................... 42 Section 8.05. Waiver of Events of Default .......................................................................... 43

ARTICLE IX

MISCELLANEOUS
Section 9.01. Supplemental Agreements ............................................................................. 43 Table of Contents
(continued)
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4928-1711-7191.6
Section 9.02. Alternate Facility ........................................................................................... 43 Section 9.03. Amendments to Power Bonds Indenture ....................................................... 44 Section 9.04. Timeliness of Deposits ................................................................................... 44 Section 9.05. Defeasance of Commercial Paper Notes ........................................................ 44 Section 9.06. Payments or Actions Occurring on Non-Business Days ............................... 45 Section 9.07. Notices to Rating Agencies ............................................................................ 45 Section 9.08. Issuance Requests; Addresses ........................................................................ 45 Section 9.09. Reserved ......................................................................................................... 47 Section 9.10. Governing Law .............................................................................................. 47 Section 9.11. Assignment; Issuing and Paying Agent’s Successor in Interest .................... 47 Section 9.12. Complete Agreement ..................................................................................... 48 Section 9.13. Counterparts ................................................................................................... 48 Section 9.14. Section Headings ........................................................................................... 48 Section 9.15. Waiver of Set-Off .......................................................................................... 48 Section 9.16. Benefit of Agreement ..................................................................................... 48 Section 9.17. Covenant of Further Assurances .................................................................... 48 Section 9.18. Waiver of Personal Liability .......................................................................... 48 Section 9.19. Acquisition of the Commercial Paper Notes by the Commission ................. 48 Section 9.20. Notice by Mail ............................................................................................... 49 Section 9.21. Partial Invalidity............................................................................................. 49 Section 9.22. Reference to the Banks .................................................................................. 49 Section 9.23. City Requirements ......................................................................................... 49

EXHIBIT A FORMS OF POWER ENTERPRISE MASTER NOTES

EXHIBIT B CERTIFICATE OF DESIGNATED REPRESENTATIVES

EXHIBIT C FORM OF ISSUANCE REQUEST

EXHIBIT D SCHEDULE OF FEES AND EXPENSES FOR ISSUING AND PAYING

AGENT SERVICES

EXHIBIT E CITY REQUIREMENTS

4928-1711-7191.6

SECOND AMENDED AND RESTATED

ISSUING AND PAYING AGENT AGREEMENT

W I T N E S S E T H
This Second Amended and Restated Issuing and Paying Agent Agreement (this “Agreement”) is dated as of February 1, 2025, by and between the Public Utilities Commission of the City and County of San Francisco (the “Commission”), organized and existing under the Charter (as defined herein) of the City and County of San Francisco (the “City”) and U.S Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Issuing and Paying Agent”); WHEREAS, this Agreement amends and restates that certain First Amended and Restated Issuing and Paying Agent Agreement, dated as of March 1, 2019 (the “First Amended and Restated Issuing and Paying Agent Agreement”), by and between the Commission and Issuing and Paying Agent; and
WHEREAS, under Section 9.01 of the First Amended and Restated Issuing and Paying Agent Agreement, the Commission may modify or amend the First Amended and Restated Issuing and Paying Agent Agreement and the rights and obligations of the Banks and the Holders of Commercial Paper Notes and the Commission thereunder at any time by a S upplemental Agreement, without notice to or the consent of any Bank or any Commercial Paper Noteholder, but only to make such provisions for the purpose of (i) curing any ambiguit y or formal defect or omission therein; (ii) curing, correcting or supplementing any defective provision contained in the First Amended and Restated Issuing and Paying Agent Agreement which may be inconsistent with any provision therein, or to make any other provisions with respect to matters or questions arising under the First Amended and Restated Issuing and Paying Agent Agreement which shall not have a material adverse affect on the Holders or the Banks; (iii) granting or conferring upon the Holders and the Banks any additional rights, remedies, powers or authority that may be lawfully granted or conferred; (iv) securing additional revenues or providing additional security for the payment of any Commercial Paper Notes and the Bank Notes; (v) complying with require ments of the Code, in order to satisfy the covenants of Section 5.01 of the First Amended and Restated Issuing and Paying Agent Agreement; (vi) adding requirements the compliance of which is required by a Rating Agency in connection with issuing or maintaining a rating on the Commercial Paper Notes and (vii) making any other change or addition hereto which, in the opinion of Bond Counsel, including a change in the definition of Power Enterprise Projects, shall not have a material adverse affect on the interests of the Holders or the Banks; and WHEREAS, on June 5, 2018, the voters of the City approved Proposition A, which among other things, authorized the Commission to issue revenue bonds, including notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board of Supervisors of the City (the “Board”), for the purpose of reconstructing, replacing, expanding, repairing or improving power facilities under the jurisdiction of this Commission (the “Power Enterprise,” as further defined herein); and

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WHEREAS, pursuant to Article V of Section 43 of the San Francisco Administrative Code, enacted by Ordinance No. 203-98, adopted by the Board on June 8, 1998, and signed by the Mayor of the City on June 19, 1998, as amended by Ordinance No. 270-06, adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006 (as amended, the “Procedural Ordinance”), the Board established a procedure pursuant to which the Commission may issue short-term indebtedness, including commerci al paper notes i n anticipation of the issuance of its revenue bonds; and
WHEREAS, Pursuant to (i) Ordinance No. 142-18 adopted by the Board on June 12, 2018 and signed by the Mayor on June 20, 2018, (ii) Ordinance No. 152- 19 adopted by the Board on June 25, 2019 and signed by the Mayor on June 28, 2019, (iii) Ordinance No. 127- 21 adopted by the Board on July 27, 2021 and signed by the Mayor on August 4, 2021, (iv) Ordinance No. 109- 22 adopted by the Board on June 14, 2022 and signed by the Mayor on June 24, 2022, (v) Ordinance No. 182-23 adopted by the Board on July 25, 2023 and signed by the Mayor on July 28, 2023, and (vi) Ordinance No. 126- 24 adopted by the Board on June 11, 2024 and signed by the Mayor on June 21, 2024, the Board has authorized the issuance from time to time of up to $836,960,525 of power revenue bonds and other forms of indebtedness of the Commission under Proposition A and Sections 9.107(6) and 9.107(8) of the Charter, and in the anticipation of the issuance of such indebtedness, has authorized the issuance of short -term indebtedness of the Commission; and
WHEREAS, The amount of authorized but unissued power revenue bonds under the ordinances set forth in the immediately preceding whereas clause is $742,330,456; and WHEREAS, the Commission has previously authorized, pursuant to Resolution No. 15- 0183, adopted by the Commission on September 8, 2015, and the Board has previously approved, pursuant to Resolution No. 427-15, adopted by the Board on November 17, 2015, and signed by the Mayor on November 25, 2015, the establishment of a commercial paper program /interim funding program (the “Power Interim Funding Program”) for the City’s Power Enterprise and the issuance of up to $90 million, at that time, in aggregate principal amount of Power Enterprise commercial paper notes outstanding at any one time; and WHEREAS, the Commission has previously authorized, pursuant to Resolution No. 18- 0188, adopted by the Commission on November 13, 2018, and the Board has previously approved, pursuant to Ordinance No. 002-19, adopted by the Board on January 15, 2019, and signed by the Mayor on January 18, 2019, an increase in the Power Interim Funding Program from an aggregate principal amount of $90 million to an aggregate principal amount of $250 million of commercial paper notes outstanding at any one time; and
WHEREAS, in order to provide credit enhancement to support the payment of a portion of the maturing commercial paper notes, the Commission has previously determined to authorize (i) a letter of credit, in the initial stated amount of $136,095,891, issued by Bank of America, N.A. (“Bank of America”) pursuant to the terms of the Series A -1 Reimbursement Agreement (as defined herein), and (ii) a letter of credit, in the initial state d amount of $136,095,891, issued by Bank of America, pursuant to the terms of the Series A -2 Reimbursement Agreement (as defined herein); and

3 4928-1711-7191.6
WHEREAS, after the Commission entered into the First Amended and Restated Issuing and Paying Agent Agreement, the Commission determined it would be desirable to provide an increase in the aggregate principal amount of short-term indebtedness authorized to be outstanding under the Power Interim Funding Program at any one time by $200 million; and WHEREAS, the Commission has authorized, pursuant to Resolution No. 24- 0193, adopted by the Commission on September 10, 2024 and the Board has approved, pursuant to Ordinance No. 269-24 (the “Expansion Ordinance”), adopted by the Board on November 19, 2024, and signed by the Mayor on November 25, 2024, the issuance of up to $450 million in principal amount of short -term indebtedness outstanding at any one time (including, but not limited to, commercial paper notes); and
WHEREAS, in order to provide credit enhancement to support the payment of a portion of the maturing Series A-3 Notes (as defined herein), the Commission has determined to authorize a letter of credit, in the initial stated amount of $ 109,000,000, to be issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch (“SMBC”) pursuant to the terms of the Series A-3 Reimbursement Agreement (as defined herein); and WHEREAS, pursuant to Resolution No. 25-[____], adopted by the Commission on February 11, 2025, the General Manager (or their designee), the Deputy Chief Financial Officer and the Capital Finance Director of the Commission are each authorized to execute the Reimbursement Agreement, to be dated as of its date (the “Series A -3 Reimbursement Agreement”), by and between the Commission and SMBC, relating to the $100,000,000 Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) S ubseries A-3 (Tax-Exempt) and Subseries A -3-T (Taxable) (together, the “Series A -3 Notes”); and
WHEREAS, the Commission has authorized the execution of t his Agreement and by the execution and delivery of this Agreement, the Commission seeks to amend and restate the First Amended and Restated Issuing and Paying Agent Agreement in order to accommodate the new Series A-3 Notes and the letter of credit relating thereto , and to make certain necessary and additional updates to the First Amended and Restated Issuing and Paying Agent Agreement; and WHEREAS, pursuant to Section 9.01 of the First Amended and Restated Issuing and Paying Agent Agreement, such amendment to and restatement of the First Amended and Restated Issuing and Paying Agent Agreement will not have a material adverse affect on the interests of the Holders or the Banks; and
WHEREAS, the Commission is authorized to issue, sell and deliver bonds, additional bonds, refunding bonds and other evidences of indebtedness in order to effect its purposes pursuant to the Ordinances and the Resolution (each as defined herein), including the financing and refinancing of any Drawings (as defined herein); and
WHEREAS, the aggregate principal amount of Commercial Paper Notes outstanding under this Agreement at any time shall not exceed the principal amount authorized to be outstanding by the Commission and the Board;

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NOW, THEREFORE, in consideration of the premises and in order to induce the Issuing and Paying Agent to enter into this Agreement, the Issuing and Paying Agent and the Commission agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01. Definitions. Except as otherwise defined in this Agreement (including the preambles), capitalized terms herein shall have the meanings assigned thereto in this Section 1.01 and in the Power Bonds Indenture. The following definitions shall apply to terms used in this Agreement, unless the context clearly requires otherwise:
“Acceleration Notice” shall have the meaning assigned to that term in the applicable Reimbursement Agreement.
“Advance” means an Advance or a Term Loan, as such terms are defined in the applicable Reimbursement Agreement.
“Agreement” means this First Amended and Restated Issuing and Paying Agent Agreement, as it may from time to time be supplemented, modified or amended in accordance with the provisions hereof.
“Alternate Facility” means a letter of credit or another credit or liquidity facility enabling the Commission to request drawings or advances thereunder to pay the principal amount of, and interest on, the Commercial Paper Notes, as applicable, which may be outstanding under this Agreement.
“Authenticating Agent” means, with respect to the Commercial Paper Notes, the Issuing and Paying Agent or each person or entity, if any, designated as such by the Commission, and its successors and assigns and any other person or entity which may at any time be substituted for it pursuant thereto.
“Available Moneys” means moneys which are continuously on deposit with the Issuing and Paying Agent in trust for the benefit of the holders of the Commercial Paper Notes in a separate and segregated account in which only Available Moneys are held, which moneys constitute proceeds of (i) the Commercial Paper Notes received contemporaneously with the initial issuance and sale of the Commercial Paper Notes, (ii) a Drawing under a Letter of Credit or payments otherwise made under an Alternate Facility, (iii) re funding obligations for which the Issuing and Paying Agent has received a written opinion of nationally recognized counsel experienced in bankruptcy matters and acceptable to the Issuing and Paying Agent and the Rating Agencies to the effect that payment o f such moneys to the holders of the Commercial Paper Notes would not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code if the Commission were to become a debtor under the United States Bankruptcy Code or (iv) the investment of funds qualifying as Available Moneys under the foregoing clauses. “Available Power Enterprise Revenues” means all of the moneys in the Revenue Fund (as defined in the Power Bonds Indenture and comprised primarily of Power Enterprise Revenues and

5 4928-1711-7191.6
earnings thereon) remaining after the payments required by Subsections 5.5(c) -(e) of the Power Bonds Indenture, and all other amounts payable on a parity with amounts paid under Section 5.5(f) of the Power Bonds Indenture pursuant to the terms thereof. “Bank Note Debt Service Account” means the Bank Note Debt Service Account established within the Debt Service Fund pursuant to Section 3.01(b) hereof. “Bank Note Payment Date” means a date on which principal of or interest on a Bank Note is due and payable in accordance with the applicable Reimbursement Agreement, including both scheduled principal and interest and principal and interest payable upon pre payment of a Bank Note.
“Bank Notes” mean the Series A-1 Bank Note, the Series A-2 Bank Note and the Series A- 3 Bank Note , with any subsequent Bank Notes substituting the appropriate Bank name in the designation.
“Bank Payment Account” means the Bank Payment Account established within the Debt Service Fund pursuant to Section 3.01(b) hereof.
“Bank Rate” shall have the meaning assigned to that term in the applicable Reimbursement Agreement.
“Banks” means the Series A -1 Bank, the Series A -2 Bank, the Series A -3 Bank, and any other entity or entities providing an Alternate Facility for a Series of Commercial Paper Notes then outstanding and effective hereunder.
“Board” means the Board of Supervisors of the City.
“Bond Counsel” means Orrick, Herrington & Sutcliffe LLP, or such other counsel selected by the City with nationally recognized expertise in municipal finance law, including matters related to the validity and tax- exempt status of interest on obligations of states and their political subdivisions.
“Business Day” means any day other than (i) Saturday or Sunday, (ii) day on which banks located in the cities in which the designated office of the Issuing and Paying Agent or the Banks (initially, Scranton, Pennsylvania, and New York, New York) is located are required or authorized to close, or (iii) a day on which the New York Stock Exchange is required or authorized to close, or (iv) a legal holiday of the City or any other day the City is authorized by law to be closed for official business.
“Charter” means the Charter of the City and County of San Francisco, as amended and supplemented from time to time, and any new or successor Charter. “City” means the City and County of San Francisco, a charter city and municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of California and the Charter and any public body hereafter created which shall be a successor thereto. “City Treasurer” means the duly elected and acting City Treasurer of the City.

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“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and procedures promulgated thereunder or under the Internal Revenue Code of 1954, as amended. “Commercial Paper Notes” means the Series A -1 Notes , the Series A -2 Notes and the Series A-3 Notes, as applicable.
“Commission” means the Public Utilities Commission of the City and County of San Francisco duly constituted under the Charter, and all commissions, agencies or public bodies hereafter created which shall succeed to or take over the powers and duties of the Commission. “Construction Fund” means the Fund by that name established pursuant to Section 3.01(a) hereof.
“Controller” means the duly appointed and acting Controller of the City and includes any deputy acting for the Controller.
“Cost” shall mean, with respect to any Power Enterprise Projects or Taxable Power Enterprise Projects , all costs and expenses of planning, designing, acquiring, constructing, installing and financing any Power Enterprise Projects or Taxable Power Enterprise Projects, as applicable, and obtaining governmental approvals, certificates, permits and licenses with respect thereto. The term Cost shall include, but shall not be limited to:
(a) Costs of preliminary investigation and development, the performance or acquisition of feasibility and planning studies, and the securing of regulatory approvals, as well as costs for the acquisition of land and interest therein, engineering and contractors ’ fees, labor, materials, equipment, utility services and supplies, legal fees, fees incurred pursuant to any lending or credit facility or agreement, and financing expenses. (b) Interest accruing in whole or in part on Commercial Paper Notes prior to and during the acquisition and implementation of any Power Enterprise Projects or Taxable Power Enterprise Projects, as applicable, or any portion thereof, and for such additional period as the Commission may approve.
(c) The deposit or deposits from the proceeds of the Commercial Paper Notes in any fund or account required by this Agreement.
(d) The payment of principal and interest, if any, when due of any Commercial Paper Note or other evidence of indebtedness the proceeds of which were applied to any of the costs of any Power Enterprise Projects or Taxable Power Enterprise Projects, as applicable, described herein.
(e) Training and testing costs which are properly allocable to the acquisition, and implementation of any Power Enterprise Projects or Taxable Power Enterprise Projects, as applicable, or any portion thereof.
(f) All costs of insurance applicable to the period of acquisition and implementation of any Power Enterprise Projects or Taxable Power Enterprise Projects, as applicable, or any portion thereof.

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(g) All costs relating to injury and damage claims arising out of the acquisition or implementation of any Power Enterprise Projects or Taxable Power Enterprise Projects, as applicable, less available proceeds of insurance.
(h) Legally required or permitted federal, state and local taxes and payments in lieu of taxes allocable for the acquisition or implementation of any Power Enterprise Projects or Taxable Power Enterprise Projects, as applicable. (i) All costs of issuance for the Commercial Paper Notes, including the costs of the applicable Reimbursement Agreement or the Dealer Agreements. (j) Amounts due the United States of America as rebate of investment earnings with respect to the proceeds of the Tax Exempt Commercial Paper Notes or as penalties in lieu thereof.
(k) The costs associated with the removal from service or reduction in service of any facilities as a result of the implementation of any Power Enterprise Projects or Taxable Power Enterprise Projects, as applicable.
(l) All other costs incurred by the Commission and properly allocable to the acquisition or implementation of any Power Enterprise Projects or Taxable Power Enterprise Projects, as applicable, or any portion thereof. “Dealer” means the dealer or dealers selected from time to time by the Commission to market for the Commercial Paper Notes pursuant to the terms of any applicable Dealer Agreement and any successors or assigns thereto.
“Dealer Agreement’ means each Dealer Agreement with a Dealer, and any and all modifications, alterations, amendments and supplements thereto, or any other dealer agreement entered into by the Commission and a Dealer with respect to the Commercial Paper Notes. “Debt Service Account” means the Debt Service Account established within the Debt Service Fund pursuant to Section 3.01(b) hereof.
“Debt Service Fund” means the Fund by that name established pursuant to Section 3.01(b) hereof.
“Designated Representatives” means the General Manager and those additional individuals designated by the General Manager to complete and deliver Issuance Requests and who have been identified and whose signatures have been certified in a certificate of a Designated Representative of the Commission, the form of which is attached hereto as Exhibit B delivered to the Issuing and Paying Agent.
“Director of Public Finance” means the Director of Public Finance of the City or such other officer of the City which may assume responsibility for management of the debt or other similar obligations of the City or any duly authorized designee of the Direc tor of Public Finance or such other officer.

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“Drawing” means any Principal Drawing or any Interest Drawing under the applicable Letter of Credit.
“DTC” means The Depository Trust Company, New York, New York. “Event of Default” means an Event of Default described in Section 8.01 hereof. “Expiration Date” means the date of expiration or termination of the applicable Letter of Credit or any Alternate Facility then in effect.
“Final Drawing Notice” shall have the meaning assigned to that term in the applicable Reimbursement Agreement.
“Fiscal Year” means the twelve (12) month period commencing on July 1 of each year and ending on the following June 30 or any other period of twelve (12) consecutive months adopted by the Commission as its fiscal year.
“Government Certificates” means evidences of indebtedness or ownership of proportionate interests in future principal and interest payments of Government Obligations, including depository receipts thereof, wherein (i) a bank or trust company acts as custodian and holds the underlying Government Obligations; (ii) the owner of the Government Certificate is a real party in interest with the right to proceed directly and individually against the obligor of the underlying Government Obligations; and’ (iii) the underlying Government Obligations are held in trust in a special account, segregated from the custodian’s general assets, and are not available to satisfy any claim of the custodian or any person claiming through the custodian, or any person to whom the custodian may be obligated.
“Government Obligations” mean direct obligations of the United States of America (including obligations issued or held in book- entry form on the books of the Department of the Treasury) or evidence of ownership in a portion thereof (which may consist of specified portions of interest thereon and obligations of the Resolution Funding Corporation which constitute interest strips) if held by a custodian on behalf of the Issuing and Paying Agent, obligations the principal and interest on which are unconditional ly guaranteed by the United States of America, and prerefunded municipal obligations rated in the highest rating category by Moody’s and S&P. “Hetch Hetchy Project” means the Hetch Hetchy Water and Power Project, including the O’Shaughnessy Dam, the Hetch Hetchy Reservoir, the Canyon and Mountain Tunnels, the Kirkwood, Moccasin and Holms Powerhouses, Cherry Lake and its dam, Lake Eleanor and its dam, the related water storage and transportation and hydro- electric generating facilities down to and including the Moccasin Powerhouse, all located in Yosemite National Park, Stanislaus National Forest and Tuolumne County, the rights to which were grant ed to the City by the Raker Act of 1913, and the related transmission facilities down to the City of Newark. “Holder” or “Commercial Paper Noteholder” means any person who is in possession of any Commercial Paper Note drawn, issued or endorsed to such person or to the order of such person or to bearer or in blank in the case of a Commercial Paper Note in bearer f orm or the registered owner of a Commercial Paper Note in the case of a Commercial Paper Note in registered form.

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“Interest Drawing” means a drawing to pay interest on the Commercial Paper Notes under the applicable Letter of Credit in accordance with the applicable Letter of Credit. “Interest Portion” means, with respect to a Series of Commercial Paper Notes, the portion of the applicable Letter of Credit, in the maximum amount of $11,095,891 for the Series A-1 Notes, in the maximum amount of $11,095,891 for the Series A-2 Notes and in the maximum amount of $9,000,000 for the Series A -3 Notes, used to pay interest on such Series of Commercial Paper Notes.
“Issuance Request” means a request made by the Commission, acting through a Designated Representative, to the Issuing and Paying Agent for the delivery of a Commercial Paper Note or Commercial Paper Notes, the form of which is attached hereto as Exhibit C. The Controller of the City and County of San Francisco shall, throughout the term of this Issuing and Paying Agent Agreement, be authorized to submit Issuance Requests to the Issuing and Paying Agent notwithstanding any provision hereof, or future amendment hereof, to the contrary. “Issuing and Paying Agent” means U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , or any successor or assigns permitted under this Agreement or any other Issuing and Paying Agent which is appointed by the Commission and has entered into an Issuing and Paying Agent Agreement. “Issuing and Paying Agent Agreement” means this Second Amended and Restated Issuing and Paying Agent Agreement, dated as of February 1, 2025, between the Commission and the Issuing and Paying Agent, and any and all modifications, alterations, amendments and supplements thereto.
“Letter of Credit” means the Series A-1 Letter of Credit, the Series A-2 Letter of Credit or the Series A-3 Letter of Credit, as applicable.
“Maximum Interest Rate” means (i) with respect to Commercial Paper Notes, the lesser of (a) maximum non-usurious interest rate that may, under applicable federal law and applicable state law, be contracted for, charged or received under such laws and (b) 12% per annum, and (ii) with respect to Bank Notes, the maximum non-usurious interest rate that may, under applicable federal law and applicable state law, be contracted for, charged or received under such laws. “Mayor” means the Mayor of the City.
“No-Issuance Notice” shall have the meaning assigned thereto in the applicable Reimbursement Agreement.
“Nominee” means the nominee of the Note Depository as determined from time to time in accordance with Section 2.05 hereof.
“Note Depository” means the securities depository for the Commercial Paper Notes appointed as such pursuant to Section 2.05 hereof, and its successors and assigns.

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“Note Proceeds” means proceeds of the sale of the Commercial Paper Notes or any moneys, securities or other obligations that may be deemed to be proceeds of the Commercial Paper Notes within the meaning of the Code.
“Ordinances” means the Procedural Ordinance, Ordinance No. 104-14, adopted by the Board on June 24, 2015, and signed by the Mayor on July 2, 2015, Ordinance No. 106-14, adopted on by the Board on June 24, 2014, and signed by the Mayor on July 2, 2014, Ordinance No. 40- 15, adopted by the Board on March 24, 2015, and signed by the Mayor on April 2, 2015, Ordinance No. 41-15, adopted by the Board on March 24, 2015, and signed by the Mayor on April 2, 2015, Resolution No. 427-15, adopted by the Board on November 17, 2015, and signed by the Mayor on November 25, 2015, Ordinance No. 113 -16, adopted by the Board on November 17, 2025, and signed by the Mayor on November 25, 2015, Ordinance No. 142-18 adopted by the Board on June 12, 2018, and signed by the Mayor on June 20, 2018, Ordinance No. 002-19, adopted by the Board on January 15, 2019, and signed by the Mayor on January 18, 2019, Ordinance No. 152-19 adopted by the Board on June 25, 2019 and signed by the Mayor on June 28, 2019, Ordinance No. 127-21 adopted by the Board on July 27, 2021 and signed by the Mayor on August 4, 2021, Ordinance No. 109-22 adopted by the Board on June 14, 2022 and signed by the Mayor on June 24, 2022, Ordinance No. 182-23 adopted by the Board on July 25, 2023 and signed by the Mayor on July 28, 2023, Ordinance No. 126-24 adopted by the Board on June 11, 2024 and signed by the Mayor on June 21, 2024, and Ordinance No. 269-24, adopted by the Board on November 19, 2024, and signed by the Mayor on November 25, 2024.
“Outstanding” when used as of a particular time with reference to Commercial Paper Notes, means all Commercial Paper Notes delivered hereunder except:
(a) Commercial Paper Notes cancelled by the Issuing and Paying Agent or surrendered to the Issuing and Paying Agent for cancellation; (b) Commercial Paper Notes that are paid or deemed to be paid within the meaning of Section 9.05 hereof; and
(c) Commercial Paper Notes in lieu of or in substitution for which replacement Commercial Paper Notes shall have been issued by the Commission and delivered by the Issuing and Paying Agent hereunder.
“Parity Notes” means (i) the taxable qualified energy conservation bonds issued in October 2011 in the original aggregate principal amount $8,291,000; (ii) the taxable new clean renewable energy bonds issued in April 2012 in the original aggregate principal amount $6,600,000; (iii) the new clean renewable energy bonds issued in October 2015 in the original aggregate principal amount of $4,100,000; and (vi) commercial paper notes or other short-term indebtedness payable from or secured by Available Power Enterprise Revenues on parity with the Commercial Paper Notes.
“Paying Agent” means, with respect to the Commercial Paper Notes, the Issuing and Paying Agent or each person or entity, if any, designated as such by the Commission herein, and its successors and assigns and any other person or entity which may at any time be substituted for it pursuant thereto.

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“Power Bonds” means all bonds, notes, or other obligations or securities of the Commission issued pursuant to or in compliance with the provisions of the Power Bonds Indenture secured by a pledge and lien on Power Enterprise Revenues on a basis senior to t he Commercial Paper Notes.
“Power Bonds Indenture” means that certain Trust Indenture, dated as of May 1, 2015, by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as trustee thereunder, and any amendments, modifications and supplements thereto, providing for the issuance from time to time of Power Bonds and other obligations as provided therein, and as the same may be subsequently supplemented, amended and modified from time to time.
“Power Enterprise” means the Commission’s Power Enterprise established and existing as of the date of this Agreement to provide electric power and related services to the City and its departments, agencies and commissions as well as other customers both in and outside of the City, including that portion of the Hetch Hetchy Project used for power generation, and all other power generation, transmission and distribution facilities and related facilities, streetlights, property and rights constituting a part o f the Power Enterprise, together with any and all additions, improvements, betterments, renewals, replacements and repairs thereto and extensions thereof, but shall not include: (a) the Water Enterprise, (b) the Wastewater Enterprise, or (c) any Separate System.
“Power Enterprise Projects” means any undertaking, facility or item which is authorized under the Ordinances, or under any future ordinance or resolution of the City, and described in a Tax Certificate, which has been determined by the Commission to be fin anced or refinanced in whole or in part with the proceeds of the Commercial Paper Notes. “Power Enterprise Revenues” shall have the meaning ascribed to the term “Net Revenues” in the Power Bonds Indenture.
“Principal Drawing” means, with respect to a Series of Commercial Paper Notes, a drawing to pay the principal of such Commercial Paper Notes under the applicable Letter of Credit in accordance with such Letter of Credit.
“Principal Office” means the office of the Issuing and Paying Agent thereof designated in writing to the Commission.
“Principal Portion” means, with respect to a Series of Commercial Paper Notes, the portion of the applicable Letter of Credit available to pay principal of such Series of Commercial Paper Notes.
“Procedural Ordinance” means Ordinance No. 203-98, enacting Article V of Chapter 43 of the San Francisco Administrative Code, adopted by the Board on June 8, 1998, and signed by the Mayor on June 19, 1998, as amended by Ordinance No. 270-06, adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006, to establish a procedure pursuant to which the Commission may issue or incur commercial paper or other short -term indebtedness, as the same may be amended from time to time.

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“Qualified Investments” mean, if and to the extent permitted by law and by any policy guidelines promulgated by the City:
(a) Government Obligations or Government Certificates;
(b) Certificates, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself):
(i) Farmers Home Administration (FmHA) - Certificates of beneficial ownership;
(ii) Federal Housing Administration Debentures (FHA);
(iii) General Services Administration - Participation certificates; (iv) Government National Mortgage Association (GNMA or “Ginnie Mae”) - guaranteed mortgage backed bonds and GNMA guaranteed pass -through obligations (participation certificates);
(v) U.S. Maritime Administration - Guaranteed Title XI financing; (vi) U.S. Department of Housing and Urban Development (HUD) - Project notes and local authority bonds; and .
(vii) Any other agency or instrumentality of the United States of America;
(c) Certificates, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non- full faith and credit United States of America government agencies (stripped securities are only permitted if they have been stripped by the agency itself):
(i) Federal Home Loan Bank System - Senior debt obligations (consolidated debt obligations);
(ii) Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”) - Participation certificates (mortgage -backed securities) and senior debt obligations;
(iii) Federal National Mortgage Association (FNMA or “Fannie Mae”) - mortgage-backed securities and senior debt obligations (excluding stripped mortgage securities which are valued greater than par on the portion of the unpaid principal);
(iv) Student Loan Marketing Association (SLMA or “Sallie Mae”) - Senior debt obligations;

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(v) 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;
(vi) Federal Farm Credit System - Consolidated systemwide bonds and notes; and
(vii) Any other agency or instrumentality of the United States of America;
(d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Securities Act of 1933, and having a rating by S&P of “AAAm-G” or “AAAm” and by Moody’s of “Aaa”;
(e) Certificates of deposit issued by a state or national bank or a state or federal savings and loan; provided that such certificates of deposit shall be either (i) continuously and fully insured by the FDIC; or (ii) have a maturity of not greater than 365 days and have the highest short-term letter and numerical ratings of Moody’s and S&P; (f) Savings accounts or money market deposits that are fully insured by FDIC; (g) Investment Agreements, including guaranteed investment contracts, provided either (i) the long-term unsecured debt or claims ability of the issuer or guarantor thereof is rated in the highest rating category by Moody’s and S&P, or (ii) such agreement is fully collateralized by Government Obligations or Government Certificates; (h) Commercial paper of “prime” quality rated in the highest rating category by Moody’s and S&P, which commercial paper is limited to issuing corporations that are organized and operating within the United States;
(i) Certificates or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest long -term rating categories assigned by such agencies;
(j) Federal funds or banker’s acceptances which are eligible for purchases by members of the Federal Reserve System, drawn on any bank the short-term obligations of which are rated in the highest rating category by Moody’s and S&P; provided that the maturity cannot exceed 270 days;
(k) Repurchase agreements with maturities of either (a) 30 days or less, or (b) less than one year, provided that the collateral is marked-to-market daily, entered into with financial institutions such as banks or trust companies organized under state or federal law, insurance companies, or government bond dealers reporting to, or trading with, and recognized as a primary dealer by, the Federal Reserve Bank of New York and a member of SPIC, or with a dealer or parent holding company that is rated “A” or better by S&P or “P-1” or better by Moody’s. The repurchase agreement must be in respect of Government Obligations or Government Certificates or obligations described in paragraph (b) herein, which, exclusive of accrued interest, shall be maintained at least 100% of par. In addition,

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repurchase agreements shall meet the following criteria: (i) the third party (who shall not be the provider of the collateral) has possession of the repurchase securities and the Government Obligations or Government Certificates; (ii) failure to maintain the requisite collateral levels shall require liquidation; and (iii) the third party having possession of the securities has a perfected, first priority security interest in the securities; and (l) Any other debt or fixed income security specified by the City (except securities of the City and any agency, department, commission or instrumentality thereof) and rated in the highest rating category by Moody’s and S&P, including prerefunded municipal obligations.
“Rating Agencies” means Fitch, Moody’s or S&P, or such other rating agency designated by the Commission, and approved by the Bank (which approval shall not be unreasonably withheld), maintaining a rating on the Commercial Paper Notes. For purposes of this definition:
the term “Fitch” means Fitch Ratings, and its successors and assigns, or if such organization no longer maintains a rating on the Commercial Paper Notes, any other rating agency designated by the Commission, with the approval of the Bank (whic h approval shall not be unreasonably withheld); “Moody’s” means Moody’s Investor’s Service, and its successors and assigns, or if such organization no longer maintains a rating on the Commercial Paper Notes, any other rating agency designated by the Commis sion, with the approval of the Bank (which approval shall not be unreasonably withheld); and the term “S&P” means Standard & Poor’s Ratings Service, a Standard & Poor’s Financial Services LLC business, and its successors and assigns, or if such organization no longer maintains a rating on the Commercial Paper Notes, any other rating agency designated by the Commission, with the approval of the Bank (which approval shall not be unreasonably withheld).
“Ratings” means any rating by a Rating Agency assigned to a Power Bond. “Rebate Fund” means the Fund by that name established pursuant to Section 5.02 hereof. “Registrar” means, with respect to the Commercial Paper Notes, the Issuing and Paying Agent or such other additional person or entity, if any, designated as such by the Commission herein authorizing the issuance of the Commercial Paper Notes, and its successors and assigns and any other person or entity which may at any time be substituted for it pursuant thereto. “Reimbursement Agreement” means the Series A-1 Reimbursement Agreement, the Series A-2 Reimbursement Agreement, or the Series A-3 Reimbursement Agreement, as applicable. “Resolutions” means Resolution No. 15-0183, adopted by the Commission on September 8, 2015, Resolution No. 18-0188, adopted by the Commission on November 13, 2018, Resolution No. 23-0040, adopted by the Commission on February 14, 2023, Resolution No. 24- 0193, adopted by the Commission on September 10, 2024 and Resolution No. 25-[_____], adopted by the Commission on February 11, 2025.
“Separate System” means any electric power or energy generation, transmission, distribution or other facilities, property and rights that may be hereafter purchased, constructed or otherwise acquired by the Commission where the revenues derived from the ow nership and operation of which shall be pledged to the payment of bonds or other obligations for borrowed

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money issued or incurred to purchase, construct or otherwise acquire such facilities, property and rights and shall not be included in Revenues and the operation and maintenance expenses with respect to which shall not be included in Operation and Maintena nce Expenses (as defined in the Power Bonds Indenture).
“Series” means, whenever used herein with respect to the Commercial Paper Notes, all of the Commercial Paper Notes designated as being of the same series. “Series A-1 Bank” means the issuer of the Series A -1 Letter of Credit or any Alternate Facility enabling the Commission to borrow the principal amount of, and interest on, the Series A-1 Notes. Initially, Series A-1 Bank means Bank of America, N.A., as issuer of the Series A -1 Letter of Credit.
“Series A-1 Bank Note” means a note or notes issued by the Commission pursuant to Section 4.01 hereof and evidencing all or any portion of any Unpaid Drawing and Advances made by the Series A -1 Bank. Series A -1 Bank Notes payable from Available Power Ente rprise Revenues shall be designated as “San Francisco Public Utilities Commission Bank Notes (Power Series) Series A-1”.
“Series A -1 Letter of Credit” means an irrevocable direct pay letter of credit issued pursuant to the Series A-1 Reimbursement Agreement for the account of the Commission in favor of the Issuing and Paying Agent, as beneficiary, and any Alternate Facility supporting the Series A-1 Notes accepted by the Issuing and Paying Agent as provided in Section 9.02 hereof. “Series A-1 Notes” means the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Series A -1, in the form set forth in Exhibit A hereto.
“Series A-1 Reimbursement Agreement” means initially the Reimbursement Agreement, dated as of December 1, 2015, as amended by the First Amendment to Reimbursement Agreement, dated as of March 1, 2019, as amended by the Second Amendment to Reimbursement Agreement, dated as of February 23, 2022, as may be further amended, supplemented, modified and restated from time to time, in accordance with the provisions thereof, together with the Amended and Restated Fee Agreement, dated February 23, 2022 , each between the Commission and Bank of America, as amended, supplemented, modified and restated from time to time, and any similar document entered into with respect to an Alternate Facility supporting the Series A-1 Notes. “Series A-2 Bank” means the issuer of the Series A -2 Letter of Credit or any Alternate Facility enabling the Commission to borrow the principal amount of, and interest on, the Series A-2 Notes. Initially, Series A-2 Bank means Bank of America, as issuer of the Series A -2 Letter of Credit.
“Series A-2 Bank Note” means a note or notes issued by the Commission pursuant to Section 4.01 hereof and evidencing all or any portion of any Unpaid Drawing and Advances made by the Series A -2 Bank. Series A -2 Bank Notes payable from Available Power Ente rprise Revenues shall be designated as “San Francisco Public Utilities Commission Bank Notes (Power Series) Series A-2”.

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“Series A -2 Letter of Credit” means an irrevocable direct pay letter of credit issued pursuant to the Series A-2 Reimbursement Agreement for the account of the Commission in favor of the Issuing and Paying Agent, as beneficiary, and any Alternate Facility supporting the Series A-2 Notes accepted by the Issuing and Paying Agent as provided in Section 9.02 hereof. “Series A-2 Notes” means the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Series A -2, in the form set forth in Exhibit A hereto.
“Series A-2 Reimbursement Agreement” means initially the Reimbursement Agreement, dated as of March 1, 2023, as may be further amended, supplemented, modified and restated from time to time, in accordance with the provisions thereof, together with the Fee Agreement, dated March 6, 2023, each between the Commission and Bank of America, N.A , as amended, supplemented, modified and restated from time to time, and any similar document entered into with respect to an Alternate Facility supporting the Series A-2 Notes. “Series A-3 Bank” means the issuer of the Series A -3 Letter of Credit or any Alternate Facility enabling the Commission to request drawings or advances to pay the principal amount of, and interest on, the Series A-3 Notes. Initially, Series A-3 Bank means Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as issuer of the Series A-3 Letter of Credit. “Series A-3 Bank Note” means a note or notes issued by the Commission pursuant to Section 4.01 hereof and evidencing all or any portion of any Unpaid Drawing and Advances made by the Series A -3 Bank. Series A -3 Bank Notes payable from Available Power Ente rprise Revenues shall be designated as “San Francisco Public Utilities Commission Bank Notes (Power Series) Series A-3”.
“Series A -3 Letter of Credit” means an irrevocable direct pay letter of credit issued pursuant to the Series A-3 Reimbursement Agreement for the account of the Commission in favor of the Issuing and Paying Agent, as beneficiary, and any Alternate Facility supporting the Series A- 3 Notes accepted by the Issuing and Paying Agent as provided in Section 9.02 hereof. “Series A-3 Notes” means the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Subseries A-3 (Tax Exempt) and the Public Utilities Commission of the City and County of San Francisco Commercial Paper N otes (Power Series) Subseries A-3-T (Taxable), in the forms set forth in Exhibit A hereto. “Series A-3 Reimbursement Agreement” means initially the Reimbursement Agreement, dated as of February 1, 2025, as may be further amended, supplemented, modified and restated from time to time, in accordance with the provisions thereof, together with the Fee Agreement, dated February 18, 2025, each between the Commission and SMBC, as may be further amended, supplemented, modified and restated from time to time, and any similar document entered into with respect to an Alternate Facility supporting the Series A-3 Notes. “Stated Amount” means the Stated Amount as defined and set forth in the applicable Letter of Credit.

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“Subseries A-3 Notes” means the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Subseries A -3 (Tax Exempt), authorized by and at any time Outstanding under this Agreement.
“Subseries A-3-T Notes” means the and the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Subseries A -3-T (Taxable), authorized by and at any time Outstanding under this Agreement. “Supplemental Agreement” means any Supplemental Agreement authorized by Section 9.01 hereof.
“Tax Exempt Commercial Paper Notes” means the Series A-1 Notes, the Series A-2 Notes and Subseries A-3-T Notes.
“Taxable Commercial Paper Notes” means the Subseries A-3-T Notes. “Tax Certificate” means the Tax Certificate, dated as of its date concerning certain matters pertaining to the use and investment of proceeds of the Tax-Exempt Commercial Paper Notes, executed by the Commission on the date of issuance of the Commercial Paper Notes, including any and all exhibits attached thereto.
“Taxable Power Enterprise Projects” means any undertaking, facility or item which is authorized under the Ordinances, or under any future ordinance or resolution of the City, which has been determined by the Commission to be financed or refinanced in whole or in part with the proceeds of the Taxable Commercial Paper Notes.
“Termination Date” means the stated termination date established pursuant to the applicable Letter of Credit.
“Unpaid Drawing” means a Drawing on a Letter of Credit for which the applicable Bank has not been reimbursed by the Commission in accordance with the applicable Reimbursement Agreement.
“Wastewater Enterprise” means the municipal sanitary waste and storm water collection, treatment and disposal system, as located partially within and partially without the City, and all additions, betterments, and extensions to said sanitary waste and storm water system. “Water Enterprise” means the municipal water supply, storage and distribution system of the Commission, as located partially within and partially without the City, including all of the presently existing municipal water system of the City, and all addition s, betterments, and extensions to said water system, but excluding any water supply, storage or distribution facilities which constitute part of the Hetch Hetchy Project.

Section 1.02. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender

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is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.
(b) The words “hereof,” “herein,” “hereto,” “hereby” and “hereunder” refer to this entire Agreement.
(c) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.

Section 1.03. Agreement to Constitute Contract . In consideration of the purchase and acceptance of any or all of the Commercial Paper Notes by those who shall own the same from time to time, the provisions of this Agreement shall be part of the contract of the Commission with Holders of the Commercial Paper Notes, and shall be deemed to be and shall constitute contracts between the Commission, the Issuing and Paying Agent and the Holders from time to time of the Commercial Paper Notes.

ARTICLE II

GENERAL AUTHORIZATION AND ISSUANCE; THE COMMERCIAL PAPER NOTES Section 2.01. Authorized Amount of Commercial Paper Notes; Terms and Description of Commercial Paper Notes.
(a) No Commercial Paper Notes may be issued under the provisions of this Agreement except in accordance with this Article II.
(b) The Commission hereby authorizes the issuance of its “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Series A-1 (Tax-Exempt)”, its “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Series A -2 (Tax-Exempt)”, its “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Subseries A -3 (Tax-Exempt)” and its “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Subseries A-3-T (Taxable)” in order to provide interim financing for the Cost of any Power Enterprise Projects or Taxable Power Enterprise Projects , as applicable, subject to the provisions of this Section 2.01 and as hereinafter provided. The authorization hereunder specifically includes the authorization to issue and reissue Commercial Paper Notes for the purposes contemplated herein. The aggregate principal amount of a Series of Commercial Paper Notes that may be Outstanding at any one time hereunder shall not at any time exceed the lesser of (a) the maximum principal amount of such Series of Commercial Paper Notes authorized by the Commission to be issued, as evidenced by a Certificate of a Designated Representative, or (b) the Principal Portion then available under the applicable Letter of Credit. At no time shall the aggregate amount of interest payable on an Outstanding Series of Commercial Paper Notes exceed the Interest Portion then available under the applicable Letter of Credit.

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(c) Each Series of Commercial Paper Notes shall be dated the date of their respective authentication and issuance; shall be issued in bearer or registered form, as shall be determined by the General Manager of the Commission, shall be issued in denominations of $100,000 and in integral multiples of $1,000 in excess thereof; and interest on such Series of Commercial Paper Notes shall be separately stated by rate and amount on the issuance request in the form of Exhibit C hereto. Each Series of Commercial Paper Notes shall bear interest from their respective dates, payable on their respective maturity dates.
(d) Each Series of Commercial Paper Notes (i) shall bear interest payable at maturity at an annual rate (calculated, in the case of Tax Exempt Commercial Paper Notes, on the basis of the actual number of days elapsed and a year consisting of 365 or 366 days, as applicable, and, in the case of the Taxable Commercial Paper Notes, on the basis of the actual number of days elapsed and year consisting of 360 days ), which shall not in any event exceed the Maximum Interest Rate (ii) shall mature on a Business Day not more than 270 days after their respective dates, but in no event later than the Business Day immediately preceding the applicable Termination Date, and (iii) shall be sold by a Dealer pursuant to a Dealer Agreement at a price of not less than 100% of the principal amount thereof. The stated interest rate, maturity date and other terms of each Commercial Paper Note, so long as not inconsistent with the terms of this Agreement, shall be as set forth in the Issuance Request required by Section 2.06 hereof dir ecting the issuance of such Commercial Paper Note.
(e) The Commercial Paper Notes shall not be subject to redemption prior to maturity.
(f) Each Series of Commercial Paper Notes shall be numbered in such manner as the Issuing and Paying Agent may deem appropriate.

Section 2.02. Payment. For each Series of Commercial Paper Notes, the Commission covenants to duly and punctually pay or cause to be paid from proceeds of Drawings made on the applicable Letter of Credit in accordance with this Agreement, the principal of and interest on each and every applicable Commercial Paper Note when due, whether at maturity or because the Issuing and Paying Agent has received a Final Drawing Notice or Acceleration Notice from the applicable Bank. The Issuing and Paying Agent is authorized and directed to use amounts paid by the Commission to reimburse the applicable Bank for each Unpaid Drawing made on the applicable Letter of Credit in accordance with Section 3.04 hereof and Advances under the applicable Reimbursement Agreement. The principal of and interest on such Series of Commercial Paper Notes shall be paid in federal or other immediately available funds in such coin or currency of the United States of America as, at the respective times of payment, is legal tender for the payment of public and private debts. To the extent Drawings made on a Letter of Credit for the purpose of paying principal of and interest on applicable maturing Commercial Paper Notes, or on applicable Commercial Paper Notes with respect to which the Issuing and Paying Agent has received a Final Drawing Notice or Acceleration Notice from the applicable Bank, together with applicable Note Proceeds from applicable Commercial Paper Notes issued on such date, are insufficient to pay principal of and interest on such maturing Commercial Paper Notes, or on such Commercial Paper Notes with respect to which the Issuing and Paying Agent has received a Final Drawing Notice or

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Acceleration Notice from the applicable Bank, the Issuing and Paying Agent shall immediately notify the General Manager of the Commission who shall cause the Commission to make all payments of interest and principal directly to the Issuing and Paying Agent in immediately available funds on or prior to [ 1:15] p.m. (New York City time ), on the date payment is due on such Commercial Paper Note, whether at maturity or because the Issuing and Paying Agent has received a Final Drawing Notice or Acceleration Notice from the applicable Bank.

The principal of and the interest on each Series of Commercial Paper Notes shall be payable at the Principal Office of the Issuing and Paying Agent on or before the close of business on any Business Day upon which such Series of Commercial Paper Notes have become due and payable, whether at maturity or because the Issuing and Paying Agent has received a Final Drawing Notice or Acceleration Notice from the applicable Bank, provided that such Series of Commercial Paper Notes are presented and surrendered on a timely basis. Upon presentation of such a Commercial Paper Note to the Issuing and Paying Agent no later than 9:00 a.m. (New York City time) on a Business Day, payment for such Commercial Paper Note shall be made by the Issuing and Paying Agent in immediately available funds on such Business Day. If a Commercial Paper Note is presented for payment after 9:00 a.m. (New York City time) on a Business Day, payment therefor may be made by the Issuing and Paying Agent on the next succeeding Business Day without the accrual of additional interest thereon.

Notwithstanding the provisions of the previous paragraph, in the event the Commercial Paper Notes are issued as a master note or master notes in book-entry form, they shall be payable at maturity without physical presentation or surrender in accordance wit h the procedures of the Note Depository.

Section 2.03. Authentication of Commercial Paper Notes. The Issuing and Paying Agent is by this Agreement designated by the Commission as an Authenticating Agent, Registrar and Paying Agent for each Series of Commercial Paper Notes and shall perform such duties in such capacity in accordance with the terms of this Agreement; provided however, the Issuing and Paying Agent when acting hereunder as the Authenticating Agent, Registrar or Paying Agent shall be afforded the same protections provided to the Issuing and Paying Agent hereunder as if each such provision affording protection to the Issuing and Paying Agent explicitly referred to the Authenticating Agent, Registrar and Paying Agent. Notwithstanding anything herein to the contrary, the Issuing and Paying Agent sha ll not (i) authenticate a Series of Commercial Paper Notes which mature later than the Business Day immediately preceding the applicable Termination Date, (ii) authenticate a Series of Commercial Paper Notes if (a) an Event of Default then exists of which it has actual knowledge or (b) after the Issuing and Paying Agent has received a No-Issuance Notice, Acceleration Notice or a Final Drawing Notice from the applicable Bank, which No - Issuance Notice, Acceleration Notice or Final Drawing Notice has not been withdrawn or rescinded by the applicable Bank.

If any Commercial Paper Notes are to be issued in bearer form, the Commission shall from time to time furnish the Issuing and Paying Agent with an adequate supply of Commercial Paper Notes, each of which shall have attached such number of carbon copies as the Issuing and Paying Agent shall reasonably specify. When any Commercial Paper Notes are delivered to the Issuing and Paying Agent by the Commission, the Issuing and Paying Agent shall execute and deliver to

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the Commission a receipt therefor and shall hold such Commercial Paper Notes for the account of the Commission in safekeeping in accordance with its customary practice.

Section 2.04. Form of Commercial Paper Notes and Authentication Certificate . The definitive Commercial Paper Notes and the Certificate of Authentication endorsed thereon for each Series of Commercial Paper Notes shall be substantially in the forms set forth in Exhibit A hereto and made a part hereof, with such appropriate variat ions, omissions and insertions as shall be required or appropriate in order to accomplish the purpose of the transactions authorized by this Agreement.

The Commercial Paper Notes may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law or regulation with respect thereto.

Section 2.05. Book-Entry System. Unless the General Manager of the Commission or his or her designee determines that a Series of Commercial Paper Notes shall be issued in bearer form or registered form other than in book- entry form, each Series of Commercial Paper Notes shall initially be issued in book-entry form as further provided in this Section 2.05. (a) Each Series of Commercial Paper Notes issued pursuant to this Agreement shall initially be issued in the form of a separate single fully -registered Note. Except as provided in subsection (c) of this Section 2.05, all of the Commercial Paper Notes shall be registered in the name of the Nominee. Notwithstanding any provision to the contrary in Section 2.06, so long as the Commercial Paper Notes remain in the form of one or more master notes in book-entry form, the issuance of Commercial Paper Notes pursuant to an Issuance Request against payment therefor shall not require the physical delivery of note certificates.

The Issuing and Paying Agent and the Commission may treat the registered owner of each Commercial Paper Note as the sole and exclusive owner thereof for the purposes of payment of the principal of or interest on the Commercial Paper Notes, giving any notice permitted or required to be given to Commercial Paper Noteholders under this Agreement, registering the transfer of Commercial Paper Notes, obtaining any consent or other action to be taken by Commercial Paper Noteholders, and for all other purposes whatsoever, and neither the Issuing and Paying Agent nor the Commission shall be affected by any notice to the contrary.

Neither the Issuing and Paying Agent nor the Commission shall have any responsibility or obligation to any participant in the Note Depository (a “Participant”), any person claiming a beneficial ownership interest in the Commercial Paper Notes under or through the Note Depository or any Participant, or any other person who is not shown on the registration books as being a Commercial Paper Noteholder, with respect to (i) the accuracy of any records maintained by the Note Depository or any Participant; (ii) the payment by the Note Depository or any Participant of any amount in respect of the principal of or interest on the Commercial Paper Notes; (iii) the delivery of any notice which is permitted or required to be given to Commercial Paper Noteholders under this Agreement;

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(iv) any consent given or other action taken by the Note Depository as Commercial Paper Noteholder; or (v) any other purpose.

The Issuing and Paying Agent shall pay all principal of and interest on each Series of Commercial Paper Notes only to or upon the order of the Note Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Commission’s obligations with respect to the payment of the principal of and interest on the Commercial Paper Notes to the extent of the sum or sums so paid. Upon delivery by the Note Depository to the Issuing and Paying Agent of written notice to the effect that t he Note Depository has determined to substitute a new Nominee in place of the current Nominee, and subject to the provisions herein with respect to record dates, the word Nominee in this Article H shall refer to such new Nominee.
(b) In order to qualify the Commercial Paper Notes for the Note Depository’s Book-Entry System, the appropriate officers or employees of the Commission are hereby authorized and directed to execute, seal, countersign and deliver, with a copy to the Issuing and Paying Agent, on behalf of the Commission to the Note Depository for the Commercial Paper Notes, a Letter of Representation from the Commission representing such matters as shall be necessary to so qualify the Commercial Paper Notes. The execution and delivery of the Letter of Representation shall not in any way limit the provisions of this Section 2.05 or in any other way impose upon the Commission any obligation whatsoever with respect to persons having beneficial ownership interests in the Commercial Paper Notes other than the Commercial Paper Noteholders.
(c) In the event (i) the Note Depository determines not to continue to act as securities depository for Commercial Paper Notes, or (ii) the Commission determines that the Note Depository shall no longer so act and delivers a written certificate to the Issuing and Paying Agent to that effect, then the Commission will discontinue the Book- Entry System with the Note Depository for such Commercial Paper Notes. If the Commission determines to replace the Note Depository for the Commercial Paper Notes with another qualified securities depository, the Commission shall prepare or direct the preparation of a new, single, separate, fully registered Commercial Paper Note for such Commercial Paper Notes registered in the name of such successor or substitute qualified Note Depository or its Nominee, or make such other arrangements acceptable to the Issuing and Paying Agent and such successor or substitute Note Depository as are not inconsistent with the terms of this Agreement. If the Commission fails to identify another qualified Note Depository to replace the incumbent Note Depository for the Commercial Paper Notes, then such Commercial Paper Notes shall no longer be restricted to being registered in the bond registration books in the name of the incumbent Note Depository or its Nominee, but shall be registered in whatever name or names the incumbent Note Depository or its Nominee transferring or exchanging such Commercial Paper Notes shall designate. (d) Notwithstanding any provision of this Agreement to the contrary, so long as the Commercial Paper Notes are registered in the name of the Nominee, all payments with respect to principal of and interest on the Commercial Paper Notes and all notices with resp ect to the Commercial Paper Notes shall be made and given, respectively, as provided in the Letter of Representation or as otherwise instructed by the Note Depository.

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(e) The initial Note Depository with respect to the Commercial Paper Notes shall be the Depository Trust Company (“DTC”). The initial Nominee with respect to the Commercial Paper Notes shall be CEDE & CO., as nominee of DTC.

Section 2.06. Conditions Precedent to Delivery of each Series of Commercial Paper Notes. (a) Prior to the issuance of the first Commercial Paper Notes of each Series hereunder, such Commercial Paper Notes shall be executed by manual or facsimile signature of the General Manager of the Commission and countersigned by the Secretary of the Commission on behalf of the Commission and delivered to the Issuing and Paying Agent, who shall hold such Commercial Paper Notes unauthenticated in safekeeping for the Commission. Subject to the provisions of Sections 2.01 and 2.05 hereof and paragraphs (a), (b), (c) and (d) of this Section 2.06, at any time and from time to time prior to the Termination Date, Commercial Paper Notes shall be manually authenticated and delivered by the Issuing and Paying Agent for the consideration and in the manner hereinafter provided, but only upon receipt by the Issuing and Paying Agent of an Issuance Request in the form attached hereto as Exhibit C or upon oral receipt by the Issuing and Paying Agent of information as set forth in Exhibit C, no later than 10:00 a.m. (New York City time) on the Business Day on which Commercial Paper Notes are to be delivered, directing the Issuing and Paying Agent to authenticate the Commercial Paper Notes referred to therein and to deliver the same to or upon the order of a Dealer. Each Issuance Request shall include: (i) the series or subseries (in the case of the Series A-3 Notes) designation of each Commercial Paper Note to be delivered , as applicable; (ii) the principal amount and date of each Commercial Paper Note then to be delivered; (iii) the rate and amount of interest thereon; (iv) the maturity date thereof; and (v) if the Commercial Paper Notes are sold at a premium, the purchase price of the Commercial Paper Notes. Any such Issuance Request shall be accompanied by an acknowledgment from the Director of Public Finance, or his or her designee, approving of said Issuance Request. No later than 12:30 p.m. (New York City time) on each Business Day on which the Commission proposes to issue Commercial Paper Notes, each Dealer shall report to the Commission each transaction made with or arranged by it or shall notify the Commission and the Issuing and Paying Agent of the difference, if any, between the amount of maturing Commercial Paper Notes and the amount of Commercial Paper Notes which suc h Dealer has arranged to sell or has agreed in its sole discretion to purchase.

Subject to the provisions of Sections 2.01 and 2.05 hereof and paragraphs (a), (b), (c) and (d) of this Section 2.06, upon receipt of such Issuance Request (which may be (a) mailed, (b) telephoned, (c) transmitted through an electronic instruction and reporting communication service offered by the issuing and paying agent, and/or (d) transmitted by e-mail to the Issuing and Paying Agent), the Issuing and Paying Agent shall, by 2:15 p.m. (New York City time) on such day, complete each Commercial Paper Note t hen to be delivered as to amount, date, maturity date, interest rate and interest amount specified in such Issuance Request, and deliver each such Commercial Paper Note to or upon the order of the requesting Dealer upon receipt of payment therefor; provided, however, that no such Commercial Paper Notes shall be delivered by the Issuing and Paying Agent if such delivery would result in the aggregate principal amount of the applicable Series of Commercial Paper Notes Outstanding being in excess of (i) $125,000,000 (in the case of

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the Series A-1 Notes and Series A-2 Notes) or $100,000,000 (in the case of the Series A-3 Notes) or (ii) the Principal Portion then available under the applicable Letter of Credit, or would result in the aggregate amount of interest payable on such Commercial Paper Notes to exceed the Interest Portion then available under the applicable Letter of Credit.

Notwithstanding any provision herein to the contrary, no such Commercial Paper Notes of the applicable Series shall be delivered by the Issuing and Paying Agent if (A) it shall have received notice from a Designated Representative directing the Issuing and Paying Agent to cease authenticating and delivering Commercial Paper Notes until such time as such direction is withdrawn by similar notice, (B) it shall have actual knowledge that an Event of Default shall have occurred and be continuing, (C) with respect to the Tax Exempt Commercial Paper Notes, it shall have received notice from Bond Counsel that their opinion regarding the exclusion of interest on the Tax Exempt Commercial Paper Notes from gross income for federal income tax purposes thereof is being with drawn, (D) the maturity date of such Commercial Paper Notes would extend beyond the Business Day immediately preceding the Termination Date of the applicable Letter of Credit or (E) the Issuing and Paying Agent shall have received a No- Issuance Notice, Acceleration Notice or a Final Drawing Notice from the applicable Bank. If an Issuance Request is received after 10:00 a.m. (New York City time) on a given day, the Issuing and Paying Agent shall not be obligated to deliver the requested Commercial Paper Notes until the next succeeding Business Day.

A copy of each Commercial Paper Note authenticated in bearer form by the Issuing and Paying Agent shall be promptly mailed by U.S. mail, first class, postage prepaid, to the Commission by the Issuing and Paying Agent. The Issuing and Paying Agent shall furnish the Commission with such additional information with respect to the carrying out of its duties hereunder as the Commission from time to time shall reasonably request. (b) In addition to the Issuance Request described above in this Section 2.06, and as a further condition to the issuance of any Commercial Paper Notes, the Designated Representative shall certify to the Issuing and Paying Agent that, as of the date of delivery of such Commercial Paper Notes, (i) the applicable Letter of Credit is in full force and effect; (ii) after the issuance of such Commercial Paper Notes and the application of the proceeds thereof, the aggregate principal amount of such Commercial Paper Notes Outstanding will not exceed the amount that at the time is authorized to be Outstanding as provided in Section 2.01(b) hereof; (iii) the interest rates borne by such Commercial Paper Notes to be delivered on such date do not exceed the lesser of the Maximum Interest Rate or the rate used in calculating the applicable Interest Portion of the applicable Letter of Credit; (iv) with respect to the Tax Exempt Commercial Paper Notes, the facts, estimates, circumstances and representations set forth or made (a s the case may be) in the Tax Certificate continue to exist and are reaffirmed on such date; (v) the terms of the Commercial Paper Notes do not exceed 270 days and the maturity dates of such Commercial Paper Notes set forth in the Issuance Request do not extend beyond the Business Day immediately preceding the Termination of the applicable Letter of Credit or the latest maturity date allowed by the Ordinances; (vi) the Commission has not been notified by Bond Counsel that their opinion with respect to the validity of the Commercial Paper Notes and the tax treatment of the interest on the Tax Exempt Commercial Paper Notes delivered prior to the initial issuance of the Commercial Paper Notes has been

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revised or withdrawn or, if any such revisions or withdrawal has occurred, the revised opinion or a substitute opinion acceptable to the Dealers has been delivered; (vii) no Event of Default has occurred and is then continuing; (viii) all of the conditions precedent to the issuance of such Commercial Paper Notes, including the consent of the Director of Public Finance to the delivery of such Issuance Request, set forth in this Section 2.06 have been satisfied and (ix) it has not received a No -Issuance Notice, Acceleration Notice or Final Drawing Notice from the applicable Bank.

The delivery of any Issuance Request to the Issuing and Paying Agent by a Designated Representative in the manner provided in this Section 2.06 shall constitute the certification and representation of the Commission as of the date of such Issuance Request as to the matters set forth in the immediately preceding paragraph. (c) Any Issuance Request made by telephone pursuant to this Section 2.06 may be recorded by the Issuing and Paying Agent and confirmed promptly in writing by a Designated Representative; provided, however , that the failure to confirm any such Issuance Request, or any conflict between any such recorded oral Issuance Request and the written confirmation thereof, shall not affect the validity of any recorded oral Issuance Request received by the Issuing and P aying Agent as provided herein. If the Issuing and Paying Agent does not record an oral Issuance Request, and a conflict exists between such oral Issuance Request and the written confirmation thereof, the terms of the written confirmation shall control.
(d) For each Series of Commercial Paper Notes, prior to the initial delivery of Commercial Paper Notes under this Agreement and as a condition to such initial issuance, the Commission shall be notified by the Issuing and Paying Agent that the Issuing and Paying Agent has received:
(i) The fully executed Reimbursement Agreement for the applicable Series of Commercial Paper Notes;
(ii) The executed Letter of Credit for the applicable Series of Commercial Paper Notes;
(iii) The opinions of the United States counsel (and foreign counsel if the applicable Bank is a United States branch or agency of a bank organized under the laws of a country other than the United States) to the applicable Bank, addressed to the Commission, the City and the Issuing and Paying Agent, to the effect that the Letter of Credit for the applicable Series of Commercial Paper Notes is a valid and binding obligation of the applicable Bank, enforceable in accordance with its terms; and
(iv) Fully executed counterparts of the Dealer Agreements.

Section 2.07. Commercial Paper Notes . The Commission and the Issuing and Paying Agent may deem and treat the bearer of Commercial Paper Notes in bearer form or the registered owner of Commercial Paper Notes in registered form as the absolute owner thereof (whether or not such Commercial Paper Note shall be overdue and notwithstanding any notation of ownership

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or other writing thereon made by anyone other than the Issuing and Paying Agent), for the purpose of receiving payment thereof or on account thereof and for all other purposes, and neither the Commission nor the Issuing and Paying Agent shall be affected by any notice to the contrary.

Section 2.08. Mutilated, Lost, Stolen or Destroyed Commercial Paper Notes . If any Commercial Paper Note shall become mutilated, the Commission, at the expense of the Holder of such Commercial Paper Note, shall execute or cause to be executed, and the Issuing and Paying Agent shall thereupon authenticate and deliver a new Commercial Paper Note of like tenor bearing a different number in exchange and substitution for the Commercial Paper Note so mutilated, but only upon surrender to the Issuing and Paying Agent of the Commercial Paper Note so mutilated.

If any Commercial Paper Note shall be lost, destroyed or stolen, evidence of the ownership thereof, and of such loss, destruction or theft may be submitted to the Commission and the Issuing and Paying Agent and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the Commission, at the expense of the Holder, shall execute, and the Issuing and Paying Agent shall thereupon authenticate and deliver a new Commercial Paper Note of like t enor and bearing a different number in lieu of and in substitution for Commercial Paper Note so lost, destroyed or stolen (or if any such Commercial Paper Note shall have matured or shall be about to mature, instead of issuing a substitute Commercial Paper Note, the Commission may direct the Issuing and Paying Agent to pay the same without surrender thereof). The Commission and Issuing and Paying Agent may require payment by the registered Holder of a Commercial Paper Note of a sum not exceeding the actual cost of preparing each new Commercial Paper Note executed and delivered pursuant to this paragraph and of the expenses which may be incurred by the Commission and the Issuing and Paying Agent. Any Commercial Paper Note executed and delivered under these provisions in lieu of any Commercial Paper Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Commission whether or not Commercial Paper Note so alleged to be lost, destroyed or stolen shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement with all other Commercial Paper Notes secured by this Agreement.

Section 2.09. Surrender of Commercial Paper Notes . All Commercial Paper Notes surrendered for payment or registration of transfer, if surrendered to any person other than the Issuing and Paying Agent, shall be delivered to the Issuing and Paying Agent and shall be promptly cancelled by the Issuing and Paying Agent. The Commission may at any time deliver to the Issuing and Paying Agent for cancellation any Commercial Paper Notes previously authenticated and delivered hereunder which the Commission may have acquired in any manner whatsoever, and all Commercial Paper Notes so delivered shall promptly be cancelled by the Issuing and Paying Agent. No Commercial Paper Note shall be authenticated in lieu of or in exchange for any Commercial Paper Note cancelled as provided herein, except as expressly permitted hereunder.

All cancelled Commercial Paper Notes held by the Issuing and Paying Agent shall be disposed of as directed by the Commission.

Section 2.10. Execution and Authentication of Commercial Paper Notes. The Commercial Paper Notes shall be executed by and in the name of the Commission under this Agreement, by the signature of the General Manager of the Commission attested by the Secretary of the Commission and shall be delivered to the Issuing and Paying Agent. Such signature shall be manually affixed to the Commercial Paper Notes, except that if the Commercial Paper Notes shall have been manually authenticated by the Issuing and Paying Agent, the signature of the General

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Manager, and Secretary of the Commission may be a printed, lithographed or engraved facsimile thereof. The Issuing and Paying Agent is hereby authorized to cause the blank spaces in forms of Commercial Paper Notes attached hereto to be filled in as may be appropriate and to deliver the Commercial Paper Notes to the Dealers in accordance with the terms and provisions of the Dealer Agreements.

Section 2.11. Temporary Commercial Paper Notes.
(a) Until definitive Commercial Paper Notes are prepared, the Commission may execute and deliver, or, in the case of registered Commercial Paper Notes, upon request by the Commission, the Authenticating Agent shall authenticate and deliver, temporary Commercial Paper Notes that may be typewritten, printed or otherwise reproduced in lieu of definitive Commercial Paper Notes subject to the same provisions, limitations and conditions as definitive Commercial Paper Notes. The temporary Commercial Paper Notes shall be dated as provided herein, shall be in such denomination or denominations and shall be numbered as the Commission shall determine, and shall be of substantially the same tenor as the definitive Commercial Paper Notes, but with such omissions, insertions and variations as the officers of the Commission executing the same may determine. The temporary Commercial Paper Notes shall only be issued in fully registered form, and may be issued in the form of a single Commercial Paper Note. (b) Without unreasonable delay after the issuance of any temporary Commercial Paper Notes, the Commission shall cause the definitive Commercial Paper Notes to be prepared, executed and delivered. Any temporary Commercial Paper Notes issued shall be exchangeable for definitive Commercial Paper Notes upon surrender to the Issuing and Paying Agent or, in the case of registered Commercial Paper Notes, to the Registrar of any such temporary Commercial Paper Note or Commercial Paper Notes, and, upon request by the Commission, the Authenticating Agent shall authenticate and deliver to the Holder of the temporary Commercial Paper Note or Commercial Paper Notes, in exchanges therefor, a like principal amount of definitive Commercial Paper Notes in authorized denominations of the same interest rate and maturity date. Until so exchanged the temporary Commercial Paper Notes shall in all respects be entitled to the same benefits as definitive Notes executed and delivered pursuant hereto. (c) All temporary Commercial Paper Notes surrendered in exchange for a definitive Commercial Paper Note or Commercial Paper Notes shall forthwith be cancelled by the Issuing and Paying Agent or the Registrar.

Section 2.12. Non-Presentment of Commercial Paper Notes; Unclaimed Money. (a) If any Commercial Paper Notes are not presented for payment when the principal thereof becomes due, all liability of the Commission to the Holder thereof for the payment of such Commercial Paper Notes shall be completely discharged if funds sufficient to pay such Commercial Paper Notes and the interest due thereon to the stated maturity date shall be held by the Issuing and Paying Agent for the benefit of such Holder, and thereupon it shall be the duty of the Issuing and Paying Agent to hold such funds subject to subsection (b) below, without liability for interest thereon, for the benefit of such

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Holder, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature under this Agreement or on, or with respect to, such Commercial Paper Note.
(b) Anything contained herein to the contrary notwithstanding, any money held by the Issuing and Paying Agent in trust for the payment and discharge of any Commercial Paper Notes which remains unclaimed for two (2) years after the date when the payments on such Commercial Paper Notes have become payable, if such money was held by the Issuing and Paying Agent on such date, or for two (2) years after the date of deposit of such money if deposited with the Issuing and Paying Agent after the date when the principal of such Commercial Paper Notes have become payable, shall upon written notice from the Commission be repaid by the Issuing and Paying Agent to the Commission as its absolute property free from trust, and the Issuing and Paying Agent shall thereupon be released and discharged with respect thereto and the Holders shall look only to the Commission for the payment of the principal of such Commercial Paper Notes and the interest due thereon to the stated maturity date; provided that before being required to make any such payment to the Commission, the Issuing and Paying Agent shall, at the expense of the Commission, publish once in The Wall Street Journal a notice that such money remains unclaimed and that after a date named in such notice, which date shall not be less than sixty (60) days after the date of the earliest publication of such notice, the Issuing and Paying Agent shall promptly pay to the applicable Bank so much of such money as such Bank certifies to the Issuing and Paying Agent, with notice to the Commission and the City, that the Commission owes to such Bank with respect to any Commercial Paper Note or under the applicable Reimbursement Agreement or this Agreement, and the balance of such money then unclaimed will be returned to the Commission.

Section 2.13. SPANS Online. The Commission understands that all Issuance Requests under this Agreement are to be directed to the Issuing and Paying Agent’s Commercial Paper Operations Department. The Issuing and Paying Agent shall provide the Commission and its Designated Representatives with access to the U.S. Bank Securities Processing Automated Notes System Online (“SPANS Online ”) in order that the Issuing and Paying Agent may receive electronic instructions for the issuance of the Commercial Paper Notes and the Commission may obtain reports with respect to the Commercial Paper Notes. The Commission acknowledges that (i) some or all of the services utilized in connection with SPANS Online are furnished by SS&C Technologies, Inc. (“SS&C”), (ii) SPANS Online is provided to the Commission “AS IS” without warranties or representations of any kind whatsoever, and (iii) SPANS Online is proprietary and confidential property disclosed to the Commission in confidence and may be utilized only on the SPANS Online Terms and Conditions as set forth in the SPANS Online website and for purposes set forth in this Agreement. To permit the use of SPANS Online to transmit instructions and/or obtain reports with respect to the Commercial Paper Notes, the Issuing and Paying Agent will supply the Commission with a customer identification number and initial passwords. The Commission may thereafter change its passwords directly through SPANS Online. The Commission will keep all information relating to its identification number and password s strictly confidential and will be responsible for the maintenance of adequate security over its customer identification number and passwords. Instructions transmitted over SPANS Online and received by the Issuing and paying Agent pursuant to this Agreement shall be deemed conclusive evidence that such instructions are correct and complete and that the issuance or redemption of the

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Commercial Paper Notes directed thereby has been duly authorized by the Commission. If SPANS Online is inoperable at any time, the Designated Representatives may deliver written, telephone or e-mail instructions to the Issuing and Paying Agent, which instructions shall be verified in accordance with any security procedures agreed upon by the parties.

ARTICLE III

FUNDS AND ACCOUNTS; APPLICATION OF NOTE PROCEEDS
Section 3.01. Establishment and Designation of Funds and Accounts. (a) There is hereby established a Construction Fund, with accounts therein for each Series and subseries, as applicable, of Commercial Paper Notes designated as the “Series ___ Construction Account,” or the “Subseries ___ Construction Account,” as applicable, which the City Treasurer shall hold in accordance with this Agreement; (b) There is hereby established hereunder a Debt Service Fund, and the Issuing and Paying Agent shall hold such fund in accordance with this Agreement and within such fund establish and maintain the following accounts:
(i) Debt Service Account, with subaccounts therein for each Series of Commercial Paper Notes designated as the “Series ___ Debt Service Account”; (ii) Bank Payment Account, with subaccounts therein for each Series and subseries, as applicable, of Commercial Paper Notes designated as the “Series ___ Bank Payment Account” or the “Subseries ___ Bank Payment Account,” as applicable; and
(iii) Bank Note Debt Service Account, with subaccounts therein for each Series and subseries, as applicable, of Commercial Paper Notes designated as the “Series ___ Bank Note Debt Service Account” or the “Subseries ___ Bank Note Debt Service Account,” as applicable.

Section 3.02. Deposit of Proceeds of Commercial Paper Notes. Immediately upon receipt thereof, the Issuing and Paying Agent shall first deposit the proceeds of the sale of any Series or subseries, as applicable, of Commercial Paper Notes into the related subaccount of the Bank Payment Account in an amount equal to the Unpaid Dr awings, if any, made on the applicable Letter of Credit to pay principal of and/or interest on such Series or subseries, as applicable, of Commercial Paper Notes and unreimbursed Advances under the applicable Reimbursement Agreement for such Series or subseries, as applicable; and shall then transfer the remaining proceeds to the City Treasurer for deposit in the related account of the Construction Fund.

Section 3.03. Application of Moneys in Construction Fund. (a) Moneys in the Construction Fund attributable to each Series and subseries of Commercial Paper Notes shall be applied to the payment of the Cost of Power Enterprise Projects or, solely in the case of the Subseries A -3-T Notes, the Cost of Taxable Power Enterprise Projects, as applicable, and to the payment of the administrative costs related to

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the applicable Series or subseries of Commercial Paper Notes, including but not limited to the fees and expenses of the Dealers, the Issuing and Paying Agent, the Rating Agencies, the applicable Bank and any other attorneys, consultants or service provider s, which administrative costs shall be paid by the Commission on or about the last day of March, June, September and December of each year.
(b) The General Manager of the Commission is hereby authorized to disburse from the each account of the Construction Fund the amount required for the payment of the Cost of Power Enterprise Projects or, solely in the case of the Subseries A -3-T Notes, the Cost of Taxable Power Enterprise Projects, as applicable, and administrative costs and is directed to make such disbursements upon receipt of a warrant drawn by the Controller; provided that proceeds of the Series A -1 Notes may be used to finance or refinance all or a portion of the Cost of Power Enterprise Projects and administrative costs funded with proceeds of the Series A 2 Notes or Subseries A -3 Notes; and provided further that proceeds of the Series A-2 Notes may be used to finance or refinance all or a portion of the Cost of Power Enterprise Projects and administrative costs funded with proceeds of the Series A -1 Notes or Subseries A -3 Notes; and provided further that proceeds of the Subseries A-3 Notes may be used to finance or refinance all or a portion of the Cost of Power Enterprise Projects and administrative costs funded with proceeds of the Series A - 1 Notes or Series A -2 Notes; and provided further that proceeds of the Subseries A -3-T Notes may be used to finance or refinance all or a portion of the Cost of Power Enterprise Projects and administrative costs funded with proceeds of the Series A-1 Notes, Series A- 2 Notes or Subseries A -3 Notes . Notwithstanding anything to the contrary in this Agreement, proceeds of the Tax -Exempt Commercial Paper Note s may not be used to finance or refinance any portion of the Cost of Taxable Power Enterprise Projects and administrative costs funded with proceeds of the Taxable Commercial Paper Notes, unless the Commission receives an opinion of Bond Counsel that such use of proceeds will not adversely affect the exclusion from gross income for federal tax purposes of interest on the Tax Exempt Commercial Paper Notes.

Section 3.04. Deposits Into and Uses of the Debt Service Account and the Bank Payment Account.
(a) On or before 2:15 p.m., New York City time, on the maturity date of each Commercial Paper Note or on the date on which the applicable Bank honors payment of a Drawing in connection with a Final Drawing Notice or Acceleration Notice, the Commission shall deposit with the Issuing and Paying Agent in immediately available funds from amounts representing proceeds of sale of Commercial Paper Notes or from Available Power Enterprise Revenues (or borrowings secured thereby) for deposit in the related subaccount of the Bank Payment Account, an amount sufficient, together with all other amounts available to the Issuing and Paying Agent, in the related subaccount of the Bank Payment Account, which the Issuing and Paying Agent shall immediately apply to reimburse the applicable Bank in full for the amounts drawn under the applicable Letter of Credit to pay principal of and interest due on all Commercial Paper Notes of the applicable Series or s ubseries relating to such subaccount on such maturity date or on the date on which the applicable Bank honors payment of a Drawing in connection with a Final Drawing Notice or Acceleration Notice and unreimbursed Advances under the applicable

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Reimbursement Agreement for such Series or subseries, as applicable. The Issuing and Paying Agent shall make information available to the Commission on or before 5:00 p.m., New York City time, on the Business Day prior to such maturity date of each Commercial Paper Note or the date on which the applicable Bank is to honor payment of a Drawing in connection with a Final Drawing Notice or Acceleration Notice, as the case may be, as to the total amount of principal and interest due on such maturity date or the date on which the applicable Bank is to honor payment of a Drawing in connection with a Final Drawing Notice or Acceleration Notice . Notwithstanding anything to the contrary in this Agreement, no proceeds of Tax-Exempt Commercial Paper Notes shall be paid to a Bank to reimburse draws made to pay Taxable Commercial Paper Notes, unless the Commission receives an opinion of Bond Counsel that such use of proceeds will not adversely affect the exclusion from gross income for federal tax purposes of interest on the Tax Exempt Commercial Paper Notes.
(b) Each Drawing received by the Issuing and Paying Agent as a result of a drawing under a Letter of Credit to pay the principal of and/or interest on maturing Commercial Paper Notes (including a Drawing in connection with a Final Drawing Notice or a n Acceleration Notice) shall be deposited into the related subaccount of the Debt Service Account and used solely to pay the principal of and interest on such maturing Commercial Paper Notes upon the proper presentment thereof. (c) Moneys in the Debt Service Account and the Bank Payment Account shall not be invested.

Section 3.05. Drawings under each Letter of Credit. The Issuing and Paying Agent agrees to hold each Letter of Credit in trust for the benefit of the Holders, from time to time, of the applicable Series of Commercial Paper Notes. On or before each maturity date for any Commercial Paper Note, an authorized officer of the Issuing and Paying Agent shall present all required drawing certificates and accompanying documentation, to the applicable Bank in order to demand payment under the applicable Letter of Credit on such maturity date at such time and in such amount not in excess of the applicable Stated Amount so as to be timely and sufficient to pay the entire amount of principal and interest becoming due on such Commercial Paper Notes on such date; provided that, in each case any certificates of the Issuing and Paying Agent shall be signed by one who states therein that such person is a duly authorized officer of the Issuing and Paying Agent. Upon receipt of a Final Drawing Notice or Acceleration Notice from the applicable Bank, the Issuing and Paying Agent shall draw on the applicable Letter of Credit no later than the second Business Day prior to the applicable Termination Date after the receipt of such notice in an amount at least equal to the princip al of and interest accrued and to accrue until the scheduled maturity date on all related outstanding Commercial Paper Notes of the applicable Series.

The Issuing and Paying Agent shall not make any Drawing on a Letter of Credit for the purpose of paying any Commercial Paper Notes registered in the name of the Commission or the applicable Bank or its nominee.

Section 3.06. Investments Authorized. Money held by the Issuing and Paying Agent in any fund or account hereunder shall be invested by the Issuing and Paying Agent in Qualified Investments pending application as provided herein solely at the written direction of a Designated

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Representative, shall be registered in the name of the Issuing and Paying Agent where applicable, as Issuing and Paying Agent, and shall be held by the Issuing and Paying Agent. Money held in any fund, account, or subaccount hereunder (other than the Rebate Fund) may be commingled for purposes of investment only; provided, however , that each fund, account, or subaccount held by the Issuing and Paying Agent hereunder shall be accounted for separately and provided, further, that moneys in the Debt Service Account and the Bank Payment Account shall not be invested.

Section 3.07. Moneys Remaining in Funds and Accounts . At any time there are no Commercial Paper Notes Outstanding or any Bank Notes Outstanding, the Commission may withdraw moneys from any fund or account established hereunder by written direction to the Issuing and Paying Agent. Upon receipt of such a wr itten request, the Issuing and Paying Agent shall deliver any amounts so specified to, or upon the order of, the Commission.

ARTICLE IV

THE BANK NOTES
Section 4.01. Authorization and Terms of Bank Notes.
(a) The Commission hereby authorizes the issuance of one or more series of its Bank Notes, subject to the provisions of this Section 4.01 and as hereinafter provided.

Bank Notes shall be issued from time to time as provided herein in the event that any Drawing is not reimbursed on the same Business Day such Drawing is made or, if required by the applicable Bank, shall be issued on the date the applicable Letter of Credit is delivered to evidence the obligation of the Commission to repay any Unpaid Drawings.

Any Series A-1 Bank Notes issued shall be designated the “San Francisco Public Utilities Commission Bank Notes (Power Series) Series A -1”, any Series A -2 Bank Notes issued shall be designated the “San Francisco Public Utilities Commission Bank Notes (Power Series) Series A -2” and any Series A -3 Bank Notes issued shall be designated the “San Francisco Public Utilities Commission Bank Notes (Power Series) A-3 (Tax Exempt) and Subseries A-3-T (Taxable)”. Bank Notes shall be issued to evidence the obligation of the Commission with respect to all applicable Unpaid Drawings and Advances. The aggregate principal amount of any Bank Note that may be Outstanding at any one time hereunder shall not at any time exceed the applicable Stated Amount of the applicable Letter of Credit on its issuance date.
(b) The Bank Notes shall be dated the date of their respective authentication and issuance; shall be issued in registered form only; shall be issued in any denomination and shall bear interest at the Bank Rate ( calculated in accordance with the terms of the applicable Reimbursement Agreement); provided, however, that the interest payable on the Bank Notes for any given period shall not exceed the Maximum Interest Rate in effect for such period. Bank Notes shall bear interest from their respective dates, payabl e in accordance with the applicable Reimbursement Agreement. Principal of Bank Notes shall be payable as specified in such Bank Note and the applicable Reimbursement Agreement.

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(c) Bank Notes shall be subject to optional prepayment prior to maturity in accordance with, and upon notice as provided by, the applicable Reimbursement Agreement.
(d) Bank Notes shall be numbered consecutively from No. 1 upward. The Issuing and Paying Agent may make additional provision for numbering, including additional prefixes and suffixes, as it may deem appropriate.

Section 4.02. Issuance of Bank Notes . In the event that any Bank shall have made a Drawing that has not been reimbursed on the same Business Day and in the event that a Bank Note was not issued to such Bank on the date of issuance of the applicable Letter of Credit , such Bank shall provide notice in writing to the Commission and the Issuing and Paying Agent requesting the issuance of a Bank Note and stating: (i) the amount of the Drawing that remains unreimbursed; (ii) the final maturity date of such Bank Note; and (i ii) the amount of each scheduled principal installment on such Bank Note; provided, however, that no such notice need be given if such Bank Note was delivered on the date of issuance of the applicable Letter of Credit as provided in Section

4.01(a) hereof. On the date of issuance of the applicable Letter of Credit or upon receipt of the notice provided in the first sentence of this Section 4.02, the Issuing and Paying Agent shall authenticate a Bank Note and, in accordance with such notice and the certific ate of a Designated Representative delivered to the Issuing and Paying Agent pursuant to Section 2.06(c) hereof, shall deliver such Bank Note to or upon the order of the applicable Bank. No approval of the Commission or the City is necessary for the issuance of any Bank Notes.

Section 4.03. Form of Bank Notes and Authentication Certificate . The definitive Bank Notes and the Certificate of Authentication endorsed thereon shall be substantially in the form set forth in Exhibit A to the applicable Reimbursement Agreement, with such appropriate variations, omissions and insertions as shall be necessary or appropriate in order to accomplish the purpose of the transaction authorized by this Agreement.

The Bank Notes may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law or regulation with respect thereto.

Section 4.04. Transfers of Bank Notes . To the extent permitted by applicable law, the Bank Notes shall be negotiable and transferable solely to the extent provided in the applicable Reimbursement Agreement.

Section 4.05. Deposits of Available Power Enterprise Revenues in Bank Note Account. (a) On or before the Business Day before each Bank Note Payment Date, the General Manager of the Commission shall allocate and transfer to the Issuing and Paying Agent in immediately available funds for deposit in the related subaccount of the Bank Note Debt Service Account amounts from Available Power Enterprise Revenues (or at the Commission’s option, the proceeds of any commercial paper or Power Bonds), as follows:
(i) An amount equal to the aggregate amount of interest due and payable on such Bank Note Payment Date on all applicable Bank Notes Outstanding payable from Available Power Enterprise Revenues; and

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(ii) An amount equal to the aggregate amount of principal due and payable on such Bank Note Payment Date on all applicable Bank Notes Outstanding payable from Available Power Enterprise Revenues. (b) Amounts in the Bank Note Debt Service Account shall be invested in Qualified Investments by the Issuing and Paying Agent as directed in writing by a Designated Representative, with the approval of the applicable Bank (which approval shall not be unreasonably withheld).
(c) The Bank Notes shall not be payable from the proceeds of any Drawing or any Advance.
(d) Notwithstanding anything to the contrary in this Agreement, no proceeds of Tax-Exempt Commercial Paper Notes shall be deposited into a subaccount of the Bank Note Debt Service Account to pay principal of or interest on a taxable Bank Note, unless the Commission receives an opinion of Bond Counsel that such use of proceeds will not adversely affect the exclusion from gross income for federal tax purposes of interest on the Tax Exempt Commercial Paper Notes.

ARTICLE V

COVENANTS; REPRESENTATIONS
Section 5.01. No Arbitrage. The Commission shall not take, nor permit to be taken by the Issuing and Paying Agent or otherwise, any action which, if such action had been reasonably expected to have been taken or had been deliberately and intentionally taken on the date of the issuance of any Tax Exempt Commercial Paper Notes, would have caused such Tax Exempt Commercial Paper Notes to be “arbitrage bonds” within the meaning of Section 148(a) of the Code and Regulations. To that end, the Commission will comply with al l requirements of Section 148 of the Code to the extent applicable to the Tax Exempt Commercial Paper Notes. In the event that at any time the Commission is of the opinion that for purposes of this Section 5.01 it is necessary to restrict or to limit the yield on the investment of any moneys held by the Issuing and Paying Agent under this Agreement, the Commission shall so instruct the Issuing and Paying Agent in writing, and the Issuing and Paying Agent shall take such action as may be necessary in accordance with such instructions.

Section 5.02. Rebate to United States . The Commission will pay or cause to be paid to the United States Government the amounts required by Section 148(f) of the Code and any Regulations promulgated thereunder at the times required thereby. To further the satisfaction of such rebate requirement, there is hereby created, to be held by the Issuing and Paying Agent as a separate fund for the Tax Exempt Commercial Paper Notes distinct from all other funds and accounts held by the Issuing and Paying Agent under the Agreeme nt, a fund designated as the “Rebate Fund ”. The Issuing and Paying Agent shall hold any payments received from the Commission for deposit into the Rebate Fund for purposes of ultimate rebate to the United States, all as more particularly described in the Tax Certificate. Pending payment to the United States, moneys held in the Rebate Fund are hereby pledged to secure such payments to the United States as provided herein and in the Tax Certificate, and neither the Commission, the Owners nor any

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other person shall have any rights in or claim to such moneys. The Issuing and Paying Agent shall invest all amounts held in the Rebate Fund as directed in writing by a Designated Representative in No purpose Investments (as defined in the Tax Certificate ), as directed by the Commission in the Tax Certificate.

Computations of the rebate amount and all calculations under this Section and the Tax Certificate shall be furnished by or on behalf of the Commission. The Issuing and Paying Agent shall be deemed conclusively to have complied with the provisions of this Section if it follows the payment directions of the Designated Representative. The Issuing and Paying Agent shall have no liability or responsibility to enforce compliance by the Commission with the Tax Certificate.

The Issuing and Paying Agent shall have no obligation to pay any amounts required to be rebated pursuant to this Section, other than from moneys required to be held in the funds and accounts created under this Agreement, including the Rebate Fund, or from other moneys provided to it by the Commission.

The Commission and the Issuing and Paying Agent shall keep and retain, for a period of two (2) years following the retirement of the Tax Exempt Commercial Paper Notes, records of the determinations made pursuant to this Section 5.02.

In order to provide for the administration of this Section 5.02, the Commission may provide for the employment of independent attorneys, accountants and consultants, who shall be selected by the Commission with reasonable care and compensated on such reasonable basis as the Commission may deem appropriate, and the Issuing and Paying Agent may rely conclusively upon the opinions, calculations, determinations and advice of such attorneys, accountants and consultants employed hereunder.

Section 5.03. Tax Covenant. The Commission shall not use or knowingly permit the use of any proceeds of the Tax Exempt Commercial Paper Notes or any other funds of the Commission, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would result in any of the Tax Exempt Commercial Paper Notes being treated as an obligation not described in Section 103(a) of the Code. Without limiting the generality of the foregoing, the Commission will comply with all the requirements and covenants contained in the Tax Certificate. This covenant shall survive the payment in full or defeasance of the Tax Exempt Commercial Paper Notes.

Section 5.04. Taxable Commercial Paper Notes . Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.01, 5.02 and 5.03 shall not apply to the Taxable Commercial Paper Notes.

Section 5.05. Letter of Credit . For each Series of Commercial Paper Notes, the Commission hereby covenants to maintain in effect the applicable Letter of Credit or an Alternate Facility meeting the requirements hereof at all times that applicable Commercial Paper Notes are Outstanding hereunder. The Commission further covenants that if it is unable to obtain a commitment for an Alternate Facility at least 90 days prior to the Expiration Date of such Letter of Credit, it shall use its best efforts, to the extent permitted by law, to endeavor to refinance such outstanding Commercial Paper Notes or Bank Notes, as the case may be.

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Section 5.06. Amounts of Rates and Charges . The Commission covenants to establish, maintain and collect rates and charges with respect to the Power Enterprise sufficient (after giving effect to the expected receipt of refinancing proceeds from the sale of Commercial Paper Notes or Power Bonds) to pay the Commercial Paper Notes, the Parity Notes, the Bank Notes, all other amounts due and owing under the Series A -1 Reimbursement Agreement, the Series A -2 Reimbursement Agreement, the Series A -3 Reimbursement Agreement and all other obligations payable from the Power Enterprise.

Section 5.07. Limitation on Additional Debt. The Commission will not issue any additional Parity Notes, bonds, notes or other obligations for borrowed money payable from revenues of the Power Enterprise, including without limitation any additional Series of Commercial Paper Notes, unless the Commi ssion provides a certificate of a Designated Representative of the Commission to the effect that (i) actual revenues of such enterprise for the most recently completed Fiscal Year, or (ii) projected revenues for the next three Fiscal Years following the issuance of such Parity Notes, additional bonds, notes, additional Series of Commercial Paper Notes, or other indebtedness are or will be sufficient to satisfy Section 5.06 hereof, assuming the issuance of such Parity Notes, bonds, notes, additional Series of Commercial Paper Notes, or other indebtedness and repayment, if any, from the proceeds thereof of maturing Commercial Paper Notes, the Bank Notes and all other amou nts due and owing under the Series A-1 Reimbursement Agreem ent, the Series A -2 Reimbursement Agreement and the Series A -3 Reimbursement Agreement pursuant to the terms of such financing.

Section 5.08. Financial Statements. The Commission will keep proper books of records and accounts of the Power Enterprise, separate and apart from all other records and accounts of the Commission, in which complete and correct entries shall be made of all transactions relating to the Power Enterprise. Such books and records shall at all times during regular business hours be available to the Banks and to the Holders of the Commercial Paper Notes or their representatives authorized (at the cost of such Holders as the Commission may charge) in writing, at reasonable hours and upon prior written notice to the Commission and under reasonable conditions. The Commission shall be entitled to charge the cost of copying any such records to the Banks or the Holders of Commercial Paper Notes, or their representatives, as the case may be.

ARTICLE VI

PLEDGE OF AVAILABLE REVENUES; LIMITED LIABILITY OF THE COMMISSION Section 6.01. Available Power Enterprise Revenues . The Commercial Paper Notes and the Bank Notes and the obligations of the Commission under the Series A -1 Reimbursement Agreement, the Series A -2 Reimbursement Agreement and the Series A -3 Reimbursement Agreement are revenue obligations, are not secured by the taxing power of the Commission or the City and shall be payable as to both principal and interest from, and shall be secured solely by a pledge as hereinafter provided of, the Available Power Enterprise Revenues, and, as set forth below, funds and accounts created hereunder.

The Available Power Enterprise Revenues (on a parity with the pledge securing any Parity Notes) and the Construction Fund and the accounts therein for each series or subseries, as applicable, are hereby pledged to the payment of the applicable Commercial Paper Notes, the Bank

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Notes and all obligations of the Commission relating to such Commercial Paper Notes hereunder and under the Series A -1 Reimbursement Agreement, the Series A-2 Reimbursement Agreement and the Series A-3 Reimbursement Agreement without priority or distinction of one over the other, except as expressly provided hereunder. In addition, (i) the Series A -1 Debt Service Account is hereby pledged to secure the payment of the interest on and principal of the Series A -1 Notes, (ii) the Series A-1 Bank Payment Account and the Series A-1 Bank Note Debt Service Account are hereby pledged to secure the payment of the interest on and principal of the Series A-1 Bank Notes and obligations under the Series A-1 Reimbursement Agreement, (iii) the Series A-2 Debt Service Account is hereby pledged to secure the payment of the interest on and principal of the Series A-2 Notes, (iv) the Series A -2 Bank Payment Account and the Series A -2 Bank Note Debt Service Account are hereby pledged to secure the payment of the interest on and principal of the Series A-2 Bank Notes and obligations under the Series A -2 Reimbursement Agreement, (v) the Series A-3 Debt Service Account is hereby pledged to secure the payment of the interest on and principal of the Series A-3 Notes, (vi) the Subseries A-3 Bank Payment Account and the Subseries A-3 Bank Note Debt Service Account are hereby pledged to secure the payment of the interest on and principal of the S ubseries A -3 Bank Notes and related obligations under the Series A -3 Reimbursement Agreement ; and (vii) the Subseries A -3-T Bank Payment Account and the Subseries A-3-T Bank Note Debt Service Account are hereby pledged to secure the payment of the interest on and principal of the Subseries A -3-T Bank Notes and related obligations under the Series A-3 Reimbursement Agreement.

The Available Power Enterprise Revenues and the funds and accounts pledged hereunder constitute a trust fund for the security and payment of the interest on and principal of the Commercial Paper Notes and the Bank Notes and all obligations of the Commission relating to such Commercial Paper Notes hereunder and under the Series A-1 Reimbursement Agreement, the Series A-2 Reimbursement Agreement and the Series A-3 Reimbursement Agreement, as provided hereunder, and shall be irrevocable until all of the Commer cial Paper Notes and the Bank Notes have been paid and retired and any related obligations of the Commission under the Series A -1 Reimbursement Agreement , the Series A -2 Reimbursement Agreement and the Series A -3 Reimbursement Agreement have been satisfied.

Section 6.02. Limited Obligations. The obligation of the Commission to pay the Holders from time to time of Commercial Paper Notes shall be only from Available Power Enterprise Revenues. No Holder of any Commercial Paper Note shall ever have the right to compel any exercise of the taxing power of the City to pay any Commercial Paper Note or the interest thereon.

The credit of the City is not pledged for the payment of the principal or interest on any Commercial Paper Note or any Bank Note, and the general fund of the City is not liable for the payment of the Commercial Paper Notes or the Bank Notes. The Holder of the Commercial Paper Notes shall not be entitled to compel the forfeiture of any property of the Commission or the City.

Neither the Commission nor any officer or employee thereof shall be liable or obligated for the payment of the principal of or interest on any Commercial Paper Notes or Bank Notes or for any payment agreed to be made or contemplated pursuant to the terms of this Agreement, save and except from Available Power Enterprise Revenues, and the other moneys pledged thereto under the terms of this Agreement.

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ARTICLE VII

ISSUING AND PAYING AGENT; DEALER
Section 7.01. Appointment of Issuing and Paying Agent . The Commission hereby appoints U.S. Bank National Association to serve as Issuing and Paying Agent hereunder. The Issuing and Paying Agent hereby accepts such appointment and hereby agrees to hold such funds, and fulfill such other duties of the Issuing and Paying Agent as more fully set forth in this Agreement. The Commission acknowledges that (i) the Issuing and Paying Agent has previously entered into a commercial paper certificate agreement (the “Certificate Agreement”) with DTC, a copy of which is on file with the Commission and the Issuing and Paying Agent, and (ii) the continuing effectiveness of the Certificate Agreement is a necessary prerequisite to the Issuing and Paying Agent’s providing services rela ted to the issuance and payment of the Commercial Paper Notes while the Commercial Paper Notes are in book -entry only form and DTC is the Note Depository.

Section 7.02. Reports, Records and Accounts.
(a) The Issuing and Paying Agent shall at all times keep or cause to be kept proper books and records, as shall be consistent with prudent industry practice, in which complete and accurate entries shall be made of all transactions, including without limitation a complete record of all Issuance Requests, made by it relating to the proceeds of the Commercial Paper Notes and all funds and accounts established and maintained by the Issuing and Paying Agent hereunder. Such records shall be available for inspection by the Commission, the City and the Banks on each Business Day upon reasonable notice during reasonable business hours and by any Commercial Paper Noteholder or its agent or representative duly authorized in writing at reasonable hours upon reasonable notice. (b) The Issuing and Paying Agent shall provide to the Commission each month a report of the amounts deposited in each fund and account held by it under this Agreement and the amount disbursed from such funds and accounts, the earnings thereon, if any, the ending balance in each such fund and account, and the investments in each such fund and account. The Issuing and Paying Agent shall also make available to the Commission such information regarding the issuance of Commercial Paper Notes during the subject mont h as the Commission shall reasonably request.
(c) The Issuing and Paying Agent shall maintain such books, records, and accounts as may be necessary to evidence the obligations of the Commission resulting from the Commercial Paper Notes, the principal amounts owing thereunder, the maturity schedules therefor, the respective rates of interest thereon and the principal and interest paid from time to time thereunder. So long as the Commercial Paper Notes are in book - entry form, in any legal action or proceeding with respect to a master note, the entries made in such books, records or accounts shall be, absent manifest error, conclusive evidence of the existence and the amounts of the obligations of the Commission therein recorded.

Section 7.03. Duties. The Issuing and Paying Agent’s duties and responsibilities in connection with the payment of the Commercial Paper Notes shall include:

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(a) upon presentment at maturity of a Commercial Paper Note, to pay the principal of and interest on the Commercial Paper Note to the Holder thereof; (b) to make the necessary and timely drawings under each Letter of Credit in accordance with the terms and provisions thereof in order to effectuate the timely payment of principal of and interest on the Commercial Paper Notes as the same becomes due; (c) to credit amounts received from the Commission for the payment of the principal of or interest on the Commercial Paper Notes to the related subaccount of the Bank Payment Account;
(d) to credit amounts received from a Bank as a result of drawings under the applicable Letter of Credit to the related subaccount of the Debt Service Account; (e) to keep amounts on deposit in the related subaccount of the Debt Service Account separate from all other funds and accounts of the Issuing and Paying Agent and to utilize such amounts in accordance with the terms hereof; and (f) the Issuing and Paying Agent agrees that it will not reduce, or consent to the reduction of, the applicable Stated Amount of a Letter of Credit below the amount of the applicable Series of Commercial Paper Notes outstanding, together with interest to accrue thereon.

In requesting Advances under each Reimbursement Agreement, the Issuing and Paying Agent shall be acting solely on behalf and for the benefit of the Owners of the respective Series of Commercial Paper Notes, and not as agent of the Commission.

The Issuing and Paying Agent acknowledges that, prior to the issuance of any Series of Commercial Paper Notes, it shall accept delivery of the applicable Letter of Credit. In making Drawings on the applicable Letter of Credit, the Issuing and Paying Agent shall be acting solely on behalf and for the benefit of the Owners of the applicable Series of Commercial Paper Notes, and not as agent of the Commission.

Section 7.04. Compensation. The Commission agrees to pay compensation for the Issuing and Paying Agent’s services hereunder in accordance with the Issuing and Paying Agent’s fee schedule, as amended from time to time (with notice to and the consent of the Commission), and to reimburse the Issuing and Paying Agent for such disbursements (including the reasonable fees and expenses of counsel). The Issuing and Paying Agent’s fee schedule is attached hereto as Exhibit D. The Commission shall also reimburse the Issuing a nd Paying Agent for any fees and charges imposed by the Note Depository with respect to Commercial Paper Notes issued in book- entry form as set forth in the fee schedule. The Issuing and Paying Agent shall have no lien on Note Proceeds or on any Drawing under any Letter of Credit for payment of its compensation hereunder.

Section 7.05. Liability. The Commission agrees that the Issuing and Paying Agent shall not be liable for any losses, damages, liabilities or costs suffered or incurred by the Commission as a result of (a) the Issuing and Paying Agent’s having duly executed Issuance Requests in good faith in accordance therewith and with this Agreement; (b) the Issuing and Paying Agent’s

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improperly executing or failing to execute any Issuance Requests because of erroneous Issuance Requests, failure of communications media, or any other circumstances beyond the Issuing and Paying Agent’s control; (c) the actions or inactions of DTC or any b roker, dealer, consignee or agent not selected by the Issuing and Paying Agent; or (d) any other acts or omissions of the Issuing and Paying Agent (or of any of its agents, directors, officers, employees or correspondents) relating to this Agreement or the transactions or activities contemplated hereby except to the extent, if any, that such other acts or omissions constitute negligence or willful misconduct by the Issuing and Paying Agent (or by any of its agents, directors, officers, employees or correspondents). This Section 7.05 shall survive any termination of this Agreement and the issuance and payment of any Commercial Paper Notes.

Section 7.06. Additional Information . Upon the reasonable written request of the Commission, the City or the Banks, as applicable, the Issuing and Paying Agent agrees promptly to provide the Commission, the City or the Banks, as applicable, with information with respect to the Commercial Paper Notes, including without limitation the applicable Bank Notes, issued and paid hereunder. Such request shall be in written form and shall include the principal amount, date of issue, maturity date, interest rate and amount of i nterest, as applicable, of each Commercial Paper Note which has been issued or paid by the Issuing and Paying Agent and for which the request is being made.

Section 7.07. Resignation and Replacement of Issuing and Paying Agent. The Issuing and Paying Agent may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least 30 days’ written notice to the Banks, the City and the Commission. The Issuing and Paying Agent may be removed, with the written consent of the Banks, which consent shall not be unreasonably withheld, at any time by an instrument signed by a Designated Representative and filed with the Issuing and Paying Agent and the Banks. No such resignation or removal shall become effective, however, until a successor Issuing and Paying Agent has been selected and assumed the duties of the Issuing and Paying Agent hereunder and each Letter of Credit has been transferred to the successor Issuing and Paying Agent in accordance with its terms.

In the event of the resignation or removal of the Issuing and Paying Agent, the Issuing and Paying Agent shall pay over, assign and deliver to the Commission (for the benefit of the holders of the Commercial Paper Notes), any such moneys held by the Issuing and Paying Agent, which shall be transferred by or caused to be transferred by the Commission to the successor Issuing and Paying Agent.

The Issuing and Paying Agent shall, at all times, be a bank or trust company having an office in New York, New York and shall at all times be a corporation or a national banking association organized and doing business under the laws of the United States of America or of any state with a combined capital and surplus of at least $50,000,000 and authorized under such laws to exercise corporate trust powers and be subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this section, the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

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Any corporation or national banking association into which any Issuing and Paying Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion to which any Issuing and Paying Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any Issuing and Paying Agent shall be the successor of the Issuing and Paying Agent if such successor corporation or national banking association is otherwise eligible under this Section, without the execution or filing of any further act on the part of the Issuing and Paying Agent or such successor corporation or national banking association.

Section 7.08. Dealers. The Commission hereby agrees that, at or prior to the time of issuance of any Commercial Paper Notes, the Commission will enter into a Dealer Agreement with each Dealer. The Commission covenants that at all times after the initial issuance of any Commercial Paper Notes of a Series and prior to the Termination Date, it will maintain in effect one or more Dealer Agreements, pursuant to which each Dealer will agree to fulfill the duties and obligations of the Dealer as set forth in this Agreement and its Dealer Agreement.

Section 7.09. Compliance with City Requirements. The Issuing and Paying Agent hereby agrees to comply with Section 9.23 hereof.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF COMMERCIAL PAPER NOTEHOLDERS Section 8.01. Events of Default . If one or more of the following events (herein called “Events of Default”) shall happen, that is to say:
(a) if default shall be made in the due and punctual payment of the principal of any Series of Commercial Paper Notes when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made in the due and punctual payment of any installment of interest on any Series of Commercial Paper Notes when and as such interest installment shall become due and payable; or
(c) if the principal of any Series of Commercial Paper Note or any Bank Note shall be declared due and payable prior to the maturity thereof pursuant to the applicable Commercial Paper Note or any Bank Note or this Agreement or the applicable Reimbursement Agreement, as the case may be;
then, and in every such event, (i) if the applicable Bank is insolvent or has failed to honor a properly presented and conforming Drawing under the applicable Letter of Credit, any Holder of the applicable Series of Commercial Paper Notes at the time outstanding may, by notice to the Commission, declare the principal of such Holder’s Commercial Paper Notes, and the interest accrued thereon, to be due and payable immediately, whereupon the same shall become and shall be immediately due and payable, anything in this Agreement or in the applicable Series of Commercial Paper Notes contained to the contrary notwithstanding, and (ii)(A) so long as such Bank is not insolvent and has not failed to honor a properly presented and conforming Drawing under the applicable Letter of Credit, such Bank, on behalf of the Holders of the applicable Series

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of Commercial Paper Notes at the time outstanding, by notice to the Commission, may declare the principal of all outstanding Commercial Paper Notes of such Series, and the interest accrued thereon, to be due and payable immediately, whereupon the same shal l become and shall be immediately due and payable, anything in this Agreement or in such Commercial Paper Notes contained to the contrary notwithstanding, and the Issuing and Paying Agent shall, to the extent the applicable Letter of Credit so provides, im mediately make thereafter a Drawing under such Letter of Credit to pay the amount of interest and principal then due on the applicable Series of Commercial Paper Notes and (B) such Bank may, by notice to the Commission, declare the principal of the applicable Bank Notes, and the interest accrued thereon (and the Unpaid Drawings and Advances evidenced thereby), to be due and payable immediately, whereupon the same shall become and shall be immediately due and payable, anything in this Agreement or in the applicable Series of Commercial Paper Notes or in the applicable Reimbursement Agreement contained to the contrary notwithstanding, provided however, this clause (ii) shall be of no effect if said Event of Default was caused by a failure of such Bank to honor a properly presented and conforming Drawing made on the applicable Letter of Credit in conformance with the terms hereof.

Section 8.02. Suits at Law or in Equity and Mandamus . In case one or more Events of Default shall occur, then and in every such case any Holder of any Commercial Paper Note at the time outstanding and any Bank shall be entitled to proceed to protect and enforce such Holder’s rights or such Bank’s rights, a s the case may be, by such appropriate judicial proceeding as such enforcer shall deem most effectual to protect and enforce any such right, whether by mandamus or other suit or proceeding at law or in equity, for the specific performance of any covenant or agreement contained in this Agreement, or in aid of the exercise of any power granted in this Agreement, or to enforce any other legal or equitable right. The provisions of this Agreement shall be a contract with each Bank and with each and every Holder of Commercial Paper Notes, and the duties of the Commission and of the Board shall be enforceable by any Bank (subject to Section 8.04 hereof) or any Commercial Paper Noteholder by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction.

Section 8.03. Remedies Not Exclusive. No remedy herein conferred upon a Bank or the Holders of Commercial Paper Notes is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised at any time or from time to time, and as often as may be necessary, by such Bank (subject to Section 8.04 hereof) or the Holder of any one or more of the Commercial Paper Notes.

Section 8.04. Banks to Control Remedies. So long as the applicable Bank is not insolvent and has not failed to honor a properly presented and conforming Drawing under the applicable Letter of Credit, no remedy (other than the right of the Issuing and Paying Agent to make a Drawing under the applicable Letter of Credit) under this Agreement with respect to a Series of Commercial Paper Notes may be pursued without the prior written consent of the applicable Bank.

The applicable Bank shall have the right to direct the Issuing and Paying Agent to pursue any right, power, or remedy available under this Agreement. If, at any time, more than one Bank is eligible to exercise the powers provided in this Section 8.04, the Issuing and Paying Agent must obtain the consent of all eligible Banks when the consent of a Bank is required, and the Issuing and Paying Agent need not follow any direction in accordance with the preceding sentence unless such direction is approved in writing by all eligible Banks.

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Section 8.05. Waiver of Events of Default . No Event of Default with respect to the Commercial Paper Notes or the Bank Notes shall be waived pursuant to Section 8.04 unless after such waiver the Issuing and Paying Agent shall have received written confirmation from the applicable Bank both that the applicable Letter of Credit shall have been reinstated and shall be in full force and effect and that the Event of Default and the notice of Event of Default shall have been rescinded by the applicable Bank.

ARTICLE IX

MISCELLANEOUS
Section 9.01. Supplemental Agreements . The Commission may modify or amend this Agreement and the rights and obligations of the Banks and the Holders of Commercial Paper Notes and the Commission hereunder at any time by a Supplemental Agreement, without notice to or the consent of any Bank or any Commercial Paper Noteholder, but only to make such provisions for the purpose of (i) curing any ambiguity or formal defect or omission herein, (ii) curing, correcting or supplementing any defective provision contained in this Agreement which may be inconsistent with any provision herein, or to make any other provisions with respect to matters or questions arising hereunder which shall not have a material adverse effect on the Holders or the Banks; (iii) granting or conferring upon the Holders and the Banks any additional rights, remedies, powers or authority that may be lawfully granted or conferred; (iv) securing additional revenues or providing additional security for the payment of any Commercial Paper Notes and the Bank Notes; (v) complying with requirements of the Code, in order to satisfy the covenants of Section 5.01 hereof; (vi) adding requirements the compliance of which is required by a Rating Agency in connection with issuing or maintaining a rating on the Commercial Paper Notes and (vii) making any other change or addition hereto which, in the opinion of Bond Counsel, including a change in the definition of Power Enterprise Projects, shall not have a material adverse effect on the interests of the Holders or the Banks. The Commission shall provide a copy of any such amendment to the Banks and the City promptly upon its execution.

Section 9.02. Alternate Facility . Notwithstanding anything herein to the contrary, the Commission may obtain an Alternate Facility to replace any Letter of Credit or Alternate Facility then in effect (the “Then Current Facility”) hereunder so long as said Alternate Facility shall go into effect at least one Business Day prior to the termination of the Then Current Facility, and the Expiration Date with respect to such Alternate Facility shall be no earlier than the earlier of (i) six (6) months after its date or (ii) the Expiration Date set forth in the Then Current Facility. The Alternate Facility shall have a Stated Amount (as such term is used in the applicable Letter of Credit) at least as great as the Then Current Facility being replaced. The following are furth er conditions to the Issuing and Paying Agent’s ability to release a Then Current Facility and accept an Alternate Facility:
(a) The Commission shall deliver written notice of the proposed Alternate Facility to the Issuing and Paying Agent, the applicable Bank, the City and each Dealer not less than 45 days prior to the substitution date.
(b) At least one day prior to the substitution date, there shall be delivered to the Commission and/or the Issuing and Paying Agent written evidence from each Rating

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Agency then maintaining a rating on the Commercial Paper Notes, that such substitution will not, in and of itself, result in any rating then assigned to the Commercial Paper Notes being suspended, reduced or withdrawn.
(c) At the time of the substitution, no Commercial Paper Notes shall be outstanding.
(d) An opinion or opinions of counsel to the successor Bank shall be delivered to the effect that the Alternate Facility is a legal, valid and binding obligation of the issuing Bank and is enforceable against the Bank in accordance with its terms. (e) An opinion of Bond Counsel shall be delivered to the Issuing and Paying Agent to the effect that the substitution is authorized hereunder and will not, in and of itself, adversely affect the exclusion from gross income for federal tax purposes of interest on the Tax Exempt Commercial Paper Notes.

Section 9.03. Amendments to Power Bonds Indenture. The Commission hereby covenants not to make any amendment to the Power Bonds Indenture which would materially adversely affect the interest of the Holders from time to time of the Commercial Paper Notes or the Banks, unless the Commission shall have fir st obtained the consents to such amendments by the Banks.

Upon the execution of any such amendment without the consents of the Banks, the Commission shall be required to certify that such amendment to the Power Bonds Indenture, will not have such effect.

Section 9.04. Timeliness of Deposits. Funds shall be deemed transferred for purposes of timeliness of receipt under this Agreement when transfer instructions for transfer by federal reserve wire have been given and a federal wire number confirmation has been received; provided that the party to receive such funds shall not be required to take any action required to be taken hereunder with respect to such funds until it has confirmation of actual receipt of such funds.

Section 9.05. Defeasance of Commercial Paper Notes . A Series of Commercial Paper Notes shall not be deemed to have been paid in full, and the obligation of the Commission thereunder to have ceased, terminated and become void and completely discharged and satisfied, unless payment of the principal of, and interest on such Series of Commercial Paper Notes either (a) shall have been made or caused to be made in accordance with the terms of such Series of Commercial Paper Notes and this Agreement or (b) shall have been pr ovided for by irrevocably depositing with the Issuing and Paying Agent in trust and irrevocably setting aside exclusively for such payment (i) Available Moneys sufficient to make such payment and/or (ii) noncallable obligations backed by the full faith and credit of the United States Government (“Government Obligations”) purchased with Available Moneys, in each case, in an amount sufficient, with reinvestment, to pay when due the principal amount of such Series of Commercial Paper Notes, including accrued i nterest thereon; provided that if payment of the principal of, and interest on such Series of Commercial Paper Notes is paid pursuant to (b) above, the Issuing and Paying Agent shall have received (x) a verification report from an independent firm of certified public accountants addressed to the Commission and the Issuing and Paying Agent, acceptable in form and substance to the Commission and the Issuing and Paying Agent verifying the sufficiency of the escrow established to pay such Series of Commercial Paper Notes in full on the maturity date,

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(y) an opinion of Bond Counsel addressed to the Commission and the Issuing and Paying Agent acceptable in form and substance to the Commission and the Issuing and Paying Agent to the effect that such Series of Commercial Paper Notes are no longer Outstanding under this Issuing and Paying Agent Agreement, a copy of which opinion shall be provided to each Rating Agency then maintaining a rating on such Series of Commercial Paper Notes and (z) at least one day prior to the date of such deposit, written evidenc e from each Rating Agency then maintaining a rating on such Series of Commercial Paper Notes, that such defeasance will not, in and of itself, result in any rating then assigned to such Series of Commercial Paper Notes being suspended, reduced or withdrawn.

Section 9.06. Payments or Actions Occurring on Non- Business Days. If a payment date is not a Business Day at the place of payment or if any action required hereunder is required on a date that is not a Business Day, then payment may be made at that place on the next Business Day or such action may be taken on the next Business Day with the same effect as if payment were made on the action taken on the stated date, and no interest shall accrue for the intervening period; provided, however, that this Section 9.06 shall not apply to Bank Notes.

Section 9.07. Notices to Rating Agencies . The Commission shall provide each Rating Agency, with a copy to the City, with written notice of the occurrence of the following events:
(i) removal or appointment of any Dealer (ii) the appointment of a successor Issuing and Paying Agent, (iii) amendments to this Agreement, any Reimbursement Agreement or any Letter of Credit, (iv) the expiration, termination, substitution or extension of any Letter of Credit or Alternate Facility, and (v) the defeasance or acceleration of all Outstanding Commercial Paper Notes. Notice to Moody’s shall be addressed as follows (or as provided in any subsequent notice to the Commission) Moody’s Invest ors Service, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Attention: Public Finance Group; notice to S&P shall be addressed as follows (or as provided in any subsequent notice to the Commission) Standard and Poor’s, 55 Water Street , New York, New York 10041, Attention: Public Finance Structured Group; and notice to Fitch shall be addressed as follows: Fitch Ratings , Inc., 300 W. 57 th Street, New York,
New York, 10019, Attention: Municipal Structured Finance Group; Email:
[email protected].

Section 9.08. Issuance Requests; Addresses . Issuance Requests hereunder shall be (a) mailed, (b) telephoned, (c) transmitted by e -mail, and/or (d) transmitted via SPANS Online described in Section 2.13 hereof to the Issuing and Paying Agent at the address, telephone number, e-mail address specified below or through SPANS Online and shall be deemed delivered upon receipt by the Issuing and Paying Agent at the address, telephone number, and/or e -mail address specified below or through SPANS Online.

U.S. Bank Trust Company, National Association
Attention: Money Market Operations
111 Fillmore Ave E
St. Paul, MN 55107
Telephone: (651) 466-5617
Email address: [email protected]

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All notices, requests, demands, including any No-Issuance Notices, Acceleration Notices, Final Drawing Notices and other communications hereunder (excluding Issuance Requests) shall be in writing and shall be deemed to have been duly given (a) upon deliver y by hand (against receipt), or (b) three days after such notice, request, demand, or other communication is delivered to a United States Post Office certified mail (against receipt) or by regular mail (upon receipt) to the party and at the address set for th below or at such other address as a party may designate by written notice:
(a) If to the Commission:

City and County of San Francisco
Public Utilities Commission
Attention: Chief Financial Officer
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102
Telephone: (415) 554-3155
Facsimile: (415) 554-3161
(b) If to the City:

City and County of San Francisco
Office of Public Finance
Attention: Director of Public Finance
City Hall, Room 338
San Francisco, California 94102
Telephone: (415) 554-4862
Facsimile: (415) 554-4864
With copies to:

City and County of San Francisco
Office of the Treasurer
Attention: Treasurer
City Hall, Room 140
San Francisco, California 94102
Telephone: (415) 554-4476
Facsimile: (415) 554-4672
City and County of San Francisco
Office of the Controller
Attention: Controller
City Hall, Room 316
San Francisco, California 94102
Telephone: (415) 554-7500
Facsimile: (415) 554-7466

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(c) If to the Dealers:

As set forth in the Dealer Agreements.
(d) If to the Issuing and Paying Agent:

U.S. Bank Trust Company, National Association
Attention: Denia Larios
100 Wall Street, 6th Floor
New York, New York 10005
Telephone: (212) 361-4383
Email address: [email protected]
(e) If to S&P:

Email: [email protected]
(f) If to any Bank:

As set forth in the applicable Reimbursement Agreement. or such other account as such Bank may from time to time designate in writing to the Commission.

Notwithstanding the foregoing, any notices required to be sent or received under any Reimbursement Agreement shall be sent and received as provided therein. The Issuing and Paying Agent shall not have any duty to confirm that the person sending any notice, instruction or other communication (a “Notice”) by electronic transmission (including by e -mail, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed by the Issuing and Paying Agent to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Issuing and Paying Agent) shall be deemed original signatures for all purposes. The Commission assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices to the Issuing and Paying Agent, including without limitation the risk of Agent acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Issuing and Paying Agent may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to the Issuing and Paying Agent in lieu of, or in addition to, any such electronic Notice.

Section 9.09. Reserved.

Section 9.10. Governing Law . This Agreement shall be governed and interpreted in accordance with the laws of the State of California.

Section 9.11. Assignment; Issuing and Paying Agent’s Successor in Interest . This Agreement may not be assigned by either the Commission or the Issuing and Paying Agent except by a writing or writings duly executed by the duly authorized representatives of the Commission and the Issuing and Paying Agent and approved in writing by the Bank (which approval shall not be unreasonable withheld). Anything in this Agreement to the contrary notwithstanding, any

48 4928-1711-7191.6
corporation or national banking association into which the Issuing and Paying Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion t o which the Issuing and Paying Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of the Issuing and Paying Agent shall be the successor of the Issuing and Paying Agent if such successor co rporation or national banking association is otherwise eligible under Section 7.07 hereof, without the execution or filing of any document or any further act on the part of the Issuing and Paying Agent or such successor corporation or national banking association.

Section 9.12. Complete Agreement. This Agreement contains the entire understanding and agreement between the parties with respect to the subject matter hereof and all prior agreements, understandings, representations, statements, promises, inducements, negotiations and undertakings between the parties with respect to said subject matter are superseded hereby.

Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument.

Section 9.14. Section Headings. Section headings in this Agreement are for convenience of reference only, shall not constitute part of this Agreement and shall not be used to continue the meaning or intent of the provisions hereof.

Section 9.15. Waiver of Set-Off. Offset Lien or Counterclaims. The Issuing and Paying Agent hereby waives to the fullest extent possible under applicable law any and all rights of setoff, offset, lien or counterclaim it may have with respect to any amounts held by it in any subaccount of the Bank Payment Account and any subaccount of the Debt Service Account by reason of any claim it may have against the Commission, the applicable Bank or any other person.

Section 9.16. Benefit of Agreement. This Agreement is solely for the benefit of the parties hereto and the owners of the Commercial Paper Notes and the Bank Notes, and no other person shall acquire or have any right under or by virtue hereof Section 9.17. Covenant of Further Assurances. It is hereby covenanted and warranted by the Commission that all representations and recitals contained in this Agreement are true and correct and that the Commission, and their appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for collection of Available Power Enterprise Revenues in accordance with law and for carrying out the provisions of this Agreement.

Section 9.18. Waiver of Personal Liability . No officer or employee of the Commission shall be individually or personally liable for the payment of the Commercial Paper Notes or the Bank Notes, but nothing contained herein shall relieve any officer or employee of the Commission from the performance of any official duty provided by any applicable provision of law or hereby.

Section 9.19. Acquisition of the Commercial Paper Notes by the Commission . All Commercial Paper Notes acquired by the Commission, whether by purchase or gift or otherwise, shall be surrendered to the Issuing and Paying Agent for cancellation.

49 4928-1711-7191.6
Section 9.20. Notice by Mail . With respect to Commercial Paper Notes, any notice required to be given hereunder by mail to the Holders shall be given by mailing a copy of such notice, first -class postage prepaid, to the Holders of all the Commercial Paper Notes at their addresses appearing in the books required to be kept by the Issuing and Paying Agent pursuant to the provisions of this Agreement.

Section 9.21. Partial Invalidity. If any one or more of the conditions, covenants or terms contained herein or required herein to be observed or performed by or on the part of the Commission, the Issuing and Paying Agent or the Banks shall be contrary to law, then such condition or conditions, such covenant or covenants, or such term or terms shall be null and void and shall be deemed separable from the remaining conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Commercial Paper Notes, and the Holders and the Banks shall retain all the benefit, protection and security afforded to them hereunder and under all provisions of applicable law. The Commission declares that it would have executed and delivered this Agreement and e ach and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Commercial Paper Notes pursuant hereto irrespective of the fact that any one or more of the articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 9.22. Reference to the Banks . Notwithstanding any provisions contained herein to the contrary, after the expiration or termination of any Letter of Credit or Alternate Facility, by its terms (or if any Bank shall have failed to honor a properly presented and conforming Drawing under the applicable Letter of Credit or Alternate Facility), and after all obligations owed to the applicable Bank pursuant to the applicable Letter of Credit or Alternate Facility and the applicable Reimbursement Agreement (other than the right to indemnification and other rights which purport to survive satisfaction of present payment obligations) have been paid in full or discharged, all references to the applicable Bank contained herein shall be null and void and of no further force and effect.

Section 9.23. City Requirements. Each Bank hereby agrees to the City’s requirements, as provided in Exhibit E attached hereto and incorporated hereby by this reference. (Remainder of Page Intentionally Left Blank)

[Signature Page to Second Amended and Restated Issuing and Paying Agent Agreement (Power CP)] S-1
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By:

Authorized Officer

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera
General Manager
Approved as to Form:

DA VID CHIU
City Attorney of the City and
County of San Francisco
By:

Katherine Thursby Ortega
Deputy City Attorney
Acknowledged:

ANNA V AN DEGNA
Director of Public Finance of the City
and County of San Francisco
By:

Director of Public Finance

GREG WAGNER
Controller of the City and
County of San Francisco
By:

Controller

4928-1711-7191.6

EXHIBIT A

FORMS OF POWER ENTERPRISE MASTER NOTES
[Attached]

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FORM OF POWER ENTERPRISE SERIES [A-1][A-2] MASTER NOTE

Unless this certificate is presented by an authorized representative of The Depository Trust Company (“DTC”) to the Commission or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or to such other entity as is requested by an authorized officer of DTC), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the Registered Owner hereof, CEDE & CO., has an interest herein.

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(POWER SERIES)
SERIES [A-1][A-2] (TAX-EXEMPT)
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: Not to Exceed $125,000,000 Outstanding
The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of California (hereinafter called the “Commission”), for value received, hereby promises to pay (but only out of the Available Power Enterprise Revenues hereinafter referred to) to the registered owner hereinabove named or registered assigns, the principal amount, together with unpaid accrued inte rest thereon, if any, on the maturity date of each obligation identified on the records of Commission (the “Underlying Records”) as being evidenced by this Master Commercial Paper Note, which Underlying Records are maintained by U.S. Bank National Association, as Issuing and Paying Agent (the “Issuing and Paying Agent”). Interest shall be calculated on the basis of the actual number of days elapsed and a year consisting of 365 or 366 days, as applicable, at the rate specified on the Underlying Records.

Payments shall be made solely from Available Power Enterprise Revenues (as defined in the Agreement referred to hereinafter) and payments of Drawings under an irrevocable direct pay Letter of Credit of [Bank of America, N.A.][Sumitomo Mitsui Banking Corporat ion, acting through its New York Branch,][Alternate Facility Bank] to the registered owner stated hereinabove from the Issuing and Paying Agent without the necessity of presentation and surrender of this Master Commercial Paper Note.

This Master Commercial Paper Note is one of a duly authorized issue of San Francisco Public Utilities Commercial Paper Notes (hereinafter called the “Obligations”) of the series and designation indicated on the face hereof. Said authorized issue of Obliga tions is not limited in aggregate principal amount and consists of varying denominations, dates, maturities, interest rates and other provisions, as in the Agreement hereinafter mentioned provided, all obligations issued

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and to be issued pursuant to the provisions of the Charter of the City and County of San Francisco, and all laws of the State of California supplemental thereto.

This Master Commercial Paper Note evidences a series of Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Series [A -1][A-2] (Tax-Exempt)” which is limited to $125,000,000 in aggregate principal amount. This Master Commercial Paper Note has been issued pursuant to the First Amended and Restated Issuing and Paying Agent Agreement (the “Agreement”), dated as of March 1, 2019, by and between the Commission and the Issuing and Paying Agent, which Agreement provides for the issuance of the Obligations.

Reference is hereby made to the Agreement for a description of the terms on which the Obligations are issued and to be issued, the provisions with regard to the nature and extent of the Available Power Enterprise Revenues, as that term is defined in the Ag reement, and the rights of the registered owners of the Obligations; and all the terms of the Agreement are hereby incorporated herein and made a contract between the Commission and the registered owner from time to time of this Master Commercial Paper Note, and to all the provisions thereof the registered owner of this Master Commercial Paper Note, by its acceptance hereof, consents and agrees.

This Master Commercial Paper Note, including the interest hereon, together with all other Obligations, and the interest thereon, issued under the Agreement (and to the extent set forth in the Agreement), is payable from, and is secured by a charge and lien on, the Available Power Enterprise Revenues and the funds and accounts pledged under the Agreement.

The obligation of the Commission to pay the registered owners from time to time of Commercial Paper Notes shall be only from Available Power Enterprise Revenues and the funds and accounts pledged under the Agreement. No holder of this Master Commercial Pa per Note shall ever have the right to compel any exercise of the taxing power of the City and County of San Francisco to pay this Master Commercial Paper Note or the interest hereon.

At the request of the registered owner, the Commission shall promptly issue and deliver one or more separate note certificates evidencing each obligation evidenced by this Master Commercial Paper Note. As of the date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Commercial Paper Note. This Commercial Paper Note is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at the principal office of the Issuing and Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the Agreement, and upon surrender and cancellation of this Master Commercial Paper Note. Upon such transfer a new fully registered Master Commercial Paper Note without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

The Commission and the Issuing and Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the Commission and the issuing and Paying Agent shall not be affected by any notice to the contrary.

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The rights and obligations of the Commission and of the registered owners of the Obligations may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Agreement.

It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Master Commercial Paper Note, and in the issuing of this Master Commercial Paper Note, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Charter of the City and County of San Francisco, and that this Ma ster Commercial Paper Note, together with all other indebtedness of the Commission pertaining to the Power Enterprise, is within every debt limitation and other limit prescribed by the Constitution and statutes of the State of California and said Charter, and is not in excess of the amount of Obligations permitted to be issued under the Agreement.

This Master Commercial Paper Note shall not be entitled to any benefit under the Agreement, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Issuing and Paying Agent. This Master Commercial Paper Note is a valid and binding obligation of Commission.

Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

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IN WITNESS WHEREOF, the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused this Master Commercial Paper Note to be executed in its name and on its behalf by its General Manager and countersigned by its Secretary, and the seal of said Public Utilities Commission of the City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note to be dated as of the 7th day of March, 2019.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:
________________
General Manager
[SEAL]
Countersigned
By:

Secretary

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CERTIFICATE OF AUTHENTICATION
This is the Master Commercial Paper Note described in the within-mentioned Agreement.

Dated: March 7, 2019
U.S. BANK NATIONAL ASSOCIATION, as
Issuing and Paying Agent
By:

Authorized Officer

ASSIGNMENT
FOR V ALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

(Name, address, and Taxpayer Identification Number of Assignee) this Master Commercial Paper Note and all rights thereunder, hereby irrevocably constituting and appointing ____________________ attorney to transfer said Master Commercial Paper Note on the books of the Commission with full power of substitution in the premises.

Dated:

Signature(s) Guaranteed
Notice: The signature on this assignment must
correspond with the name as written upon the
face of this Master Commercial Paper Note, in
every particular, without alteration or
enlargement or any change whatsoever.

Unless this Master Commercial Paper Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Commission or its agent for registration of transfer, exchange, or payment, and any Master Commercial Paper Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof Cede & Co., has an interest herein.

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FORM OF POWER ENTERPRISE SUBSERIES A-3 (TAX-EXEMPT) MASTER NOTE

Unless this certificate is presented by an authorized representative of The Depository Trust Company (“DTC”) to the Commission or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or to such other ent ity as is requested by an authorized officer of DTC), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the Registered Owner hereof, CEDE & CO., has an interest herein.

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(POWER SERIES)
SUBSERIES A-3 (TAX-EXEMPT)
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: [Not to Exceed $100,000,000 Outstanding When Combined With Subseries A-3- T (Taxable) Notes]
The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of California (hereinafter called the “Commission”), for value received, hereby promises to pay (but only out of the Available Power Enterprise Revenues hereinafter referred to) to the registered owner hereinabove named or registered assigns, the principal amount, together with unpaid accrued inte rest thereon, if any, on the maturity date of each obligation identified on the records of Commission (the “Underlying Records”) as being evidenced by this Master Commercial Paper Note, which Underlying Records are maintained by U.S. Bank National Association, as Issuing and Paying Agent (the “Issuing and Paying Agent”). Interest shall be calculated on the basis of the actual number of days elapsed and a year consisting of 365 or 366 days, as applicable, at the rate specified on the Underlying Records.

Payments shall be made solely from Available Power Enterprise Revenues (as defined in the Agreement referred to hereinafter) and payments of Drawings under an irrevocable direct pay Letter of Credit of [Bank of America, N.A.][ Sumitomo Mitsui Banking Corporation, acting through its New York Branch] [Alternate Facility Bank], to the registered owner stated hereinabove from the Issuing and Paying Agent without the necessity of presentation and surrender of this Master Commercial Paper Note.

This Master Commercial Paper Note is one of a duly authorized issue of San Francisco Public Utilities Commercial Paper Notes (hereinafter called the “Obligations”) of the series and designation indicated on the face hereof. Said authorized issue of Obliga tions is not limited in aggregate principal amount and consists of varying denominations, dates, maturities, interest rates and other provisions, as in the Agreement hereinafter mentioned provided, all obligations issued

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and to be issued pursuant to the provisions of the Charter of the City and County of San Francisco, and all laws of the State of California supplemental thereto.

This Master Commercial Paper Note evidences a series of Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) S ubseries A-3 (Tax-Exempt)” which, when combined with the Commercial Paper Notes (Power Series) Subseries A -3-T (Taxable)”, is limited to $100,000,000 in aggregate principal amount. This Master Commercial Paper Note has been issued pursuant to the Second Amended and Restated Issuing and Paying Agent Agreem ent (the “Agreement”), dated as of February 1, 2025, by and between the Commission and the Issuing and Paying Agent, which Agreement provides for the issuance of the Obligations.

Reference is hereby made to the Agreement for a description of the terms on which the Obligations are issued and to be issued, the provisions with regard to the nature and extent of the Available Power Enterprise Revenues, as that term is defined in the Ag reement, and the rights of the registered owners of the Obligations; and all the terms of the Agreement are hereby incorporated herein and made a contract between the Commission and the registered owner from time to time of this Master Commercial Paper Note, and to all the provisions thereof the registered owner of this Master Commercial Paper Note, by its acceptance hereof, consents and agrees.

This Master Commercial Paper Note, including the interest hereon, together with all other Obligations, and the interest thereon, issued under the Agreement (and to the extent set forth in the Agreement), is payable from, and is secured by a charge and lien on, the Available Power Enterprise Revenues and the funds and accounts pledged under the Agreement.

The obligation of the Commission to pay the registered owners from time to time of Commercial Paper Notes shall be only from Available Power Enterprise Revenues and the funds and accounts pledged under the Agreement. No holder of this Master Commercial Paper Note shall ever have the right to compel any exercise of the taxing power of the City and County of San Francisco to pay this Master Commercial Paper Note or the interest hereon.

At the request of the registered owner, the Commission shall promptly issue and deliver one or more separate note certificates evidencing each obligation evidenced by this Master Commercial Paper Note. As of the date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Commercial Paper Note. This Commercial Paper Note is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at the principal office of the Issuing and Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the Agreement, and upon surrender and cancellation of this Master Commercial Paper Note. Upon such transfer a new fully registered Master Commercial Paper Note without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

The Commission and the Issuing and Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the Commission and the issuing and Paying Agent shall not be affected by any notice to the contrary.

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The rights and obligations of the Commission and of the registered owners of the Obligations may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Agreement.

It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Master Commercial Paper Note, and in the issuing of this Master Commercial Paper Note, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Charter of the City and County of San Francisco, and that this Ma ster Commercial Paper Note, together with all other indebtedness of the Commission pertaining to the Power Enterprise, is within every debt limitation and other limit prescribed by the Constitution and statutes of the State of California and said Charter, and is not in excess of the amount of Obligations permitted to be issued under the Agreement.

This Master Commercial Paper Note shall not be entitled to any benefit under the Agreement, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Issuing and Paying Agent. This Master Commercial Paper Note is a valid and binding obligation of Commission.

Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

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IN WITNESS WHEREOF, the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused this Master Commercial Paper Note to be executed in its name and on its behalf by its General Manager and countersigned by its Secretary, and the seal of said Public Utilities Commission of the City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note to be dated as of the 18 th day of
February, 2025.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera
General Manager
[SEAL]
Countersigned
By:

Secretary

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CERTIFICATE OF AUTHENTICATION
This is the Master Commercial Paper Note described in the within-mentioned Agreement.

Dated: February 18, 2025
U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By:

Authorized Officer

ASSIGNMENT
FOR V ALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

(Name, address, and Taxpayer Identification Number of Assignee) this Master Commercial Paper Note and all rights thereunder, hereby irrevocably constituting and appointing ____________________ attorney to transfer said Master Commercial Paper Note on the books of the Commission with full power of substitution in the premises.

Dated:

Signature(s) Guaranteed
Notice: The signature on this assignment must
correspond with the name as written upon the
face of this Master Commercial Paper Note, in
every particular, without alteration or
enlargement or any change whatsoever.

Unless this Master Commercial Paper Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Commission or its agent for registration of transfer, exchange, or payment, and any Master Commercial Paper Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof Cede & Co., has an interest herein.

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FORM OF POWER ENTERPRISE SUBSERIES A-3 (TAXABLE) MASTER NOTE

Unless this certificate is presented by an authorized representative of The Depository Trust Company (“DTC”) to the Commission or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or to such other entity as is requested by an authorized officer of DTC), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the Registered Owner hereof, CEDE & CO., has an interest herein.

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(POWER SERIES)
SUBSERIES A-3-T (TAXABLE)
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: [Not to Exceed $100,000,000 Outstanding When Combined With Subseries A -3 (Tax-Exempt) Notes]
The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of California (hereinafter called the “Commission”), for value received, hereby promises to pay (but only out of the Available Power Enterprise Revenues hereinafter referred to) to the registered owner hereinabove named or registered assigns, the principal amount, together with unpaid accrued inte rest thereon, if any, on the maturity date of each obligation identified on the records of Commission (the “Underlying Records”) as being evidenced by this Master Commercial Paper Note, which Underlying Records are maintained by U.S. Bank National Association, as Issuing and Paying Agent (the “Issuing and Paying Agent”). Interest shall be calculated on the basis of the actual number of days elapsed in a 360-day-year, at the rate specified on the Underlying Records. Payments shall be made solely from Available Power Enterprise Revenues (as defined in the Agreement referred to hereinafter) and payments of Drawings under an irrevocable direct pay Letter of Credit of Sumitomo Mitsui Banking Corporation, acting through its New York Branch [Alternate Facility Ba nk], to the registered owner stated hereinabove from the Issuing and Paying Agent without the necessity of presentation and surrender of this Master Commercial Paper Note.

This Master Commercial Paper Note is one of a duly authorized issue of San Francisco Public Utilities Commercial Paper Notes (hereinafter called the “Obligations”) of the series and designation indicated on the face hereof. Said authorized issue of Obliga tions is not limited in aggregate principal amount and consists of varying denominations, dates, maturities, interest rates and other provisions, as in the Agreement hereinafter mentioned provided, all obligations issued

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and to be issued pursuant to the provisions of the Charter of the City and County of San Francisco, and all laws of the State of California supplemental thereto.

This Master Commercial Paper Note evidences a series of Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Subseries A-3-T (Taxable)” which, when combined with the Commercial Paper Notes (Power Series) Subseries A -3 (Tax -Exempt)”, is limited to $100,000,000 in aggregate principal amount. This Master Commercial Paper Note has been issued pursuant to the Second Amended and Restated Issuing and Paying Agent Agreement (the “Agreement”), dated as of February 1, 2025, by and between the Commission and the Issuing and Paying Agent, which Agreement provides for the issuance of the Obligations.

Reference is hereby made to the Agreement for a description of the terms on which the Obligations are issued and to be issued, the provisions with regard to the nature and extent of the Available Power Enterprise Revenues, as that term is defined in the Ag reement, and the rights of the registered owners of the Obligations; and all the terms of the Agreement are hereby incorporated herein and made a contract between the Commission and the registered owner from time to time of this Master Commercial Paper Note, and to all the provisions thereof the registered owner of this Master Commercial Paper Note, by its acceptance hereof, consents and agrees.

This Master Commercial Paper Note, including the interest hereon, together with all other Obligations, and the interest thereon, issued under the Agreement (and to the extent set forth in the Agreement), is payable from, and is secured by a charge and lien on, the Available Power Enterprise Revenues and the funds and accounts pledged under the Agreement.

The obligation of the Commission to pay the registered owners from time to time of Commercial Paper Notes shall be only from Available Power Enterprise Revenues and the funds and accounts pledged under the Agreement. No holder of this Master Commercial Pa per Note shall ever have the right to compel any exercise of the taxing power of the City and County of San Francisco to pay this Master Commercial Paper Note or the interest hereon.

At the request of the registered owner, the Commission shall promptly issue and deliver one or more separate note certificates evidencing each obligation evidenced by this Master Commercial Paper Note. As of the date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Commercial Paper Note. This Commercial Paper Note is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at the principal office of the Issuing and Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the Agreement, and upon surrender and cancellation of this Master Commercial Paper Note. Upon such transfer a new fully registered Master Commercial Paper Note without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

The Commission and the Issuing and Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the Commission and the issuing and Paying Agent shall not be affected by any notice to the contrary.

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The rights and obligations of the Commission and of the registered owners of the Obligations may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Agreement.

It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Master Commercial Paper Note, and in the issuing of this Master Commercial Paper Note, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Charter of the City and County of San Francisco, and that this Ma ster Commercial Paper Note, together with all other indebtedness of the Commission pertaining to the Power Enterprise, is within every debt limitation and other limit prescribed by the Constitution and statutes of the State of California and said Charter, and is not in excess of the amount of Obligations permitted to be issued under the Agreement.

This Master Commercial Paper Note shall not be entitled to any benefit under the Agreement, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Issuing and Paying Agent. This Master Commercial Paper Note is a valid and binding obligation of Commission.

Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

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IN WITNESS WHEREOF, the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused this Master Commercial Paper Note to be executed in its name and on its behalf by its General Manager and countersigned by its Secretary, and the seal of said Public Utilities Commission of the City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note to be dated as of the 18 th day of
February, 2025.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera
General Manager
[SEAL]
Countersigned
By:

Secretary

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CERTIFICATE OF AUTHENTICATION
This is the Master Commercial Paper Note described in the within-mentioned Agreement.

Dated: February 18, 2025
U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By:

Authorized Officer

ASSIGNMENT
FOR V ALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

(Name, address, and Taxpayer Identification Number of Assignee) this Master Commercial Paper Note and all rights thereunder, hereby irrevocably constituting and appointing ____________________ attorney to transfer said Master Commercial Paper Note on the books of the Commission with full power of substitution in the premises.

Dated:

Signature(s) Guaranteed
Notice: The signature on this assignment must
correspond with the name as written upon the
face of this Master Commercial Paper Note, in
every particular, without alteration or
enlargement or any change whatsoever.

Unless this Master Commercial Paper Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Commission or its agent for registration of transfer, exchange, or payment, and any Master Commercial Paper Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof Cede & Co., has an interest herein.

4928-1711-7191.6

EXHIBIT B

CERTIFICATE OF DESIGNATED REPRESENTATIVES
Dated: [Closing Date]
I am the General Manager of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) duly authorized pursuant to the Second Amended and Restated Issuing and Paying Agent Agreement, dated as of February 1, 2024 (the “Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Issuing and Paying Agent”) and the Commission, relating to the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series), Series A-1 (Tax-Exempt) (the “Series A-1 Notes”), the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series), Series A-2 (Tax-Exempt) (the “Series A-2 Notes”), the Public Utilities Commission of the City and County of San F rancisco Commercial Paper Notes (Power Series), Subseries A -3 (Tax - Exempt) (the “Subseries A-3 Notes”) and the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series), Subseries A -3-T (Taxable) (the “Subseries A-3-T Notes” and together with the Subseries A-3 Notes, the “Series A-3 Notes,” and collectively, with the Series A -1 Notes and the Series A -2 Notes ,” the “Notes”), to appoint Designated Representatives of the Commission in connection with the issuance, from time to time, by the Commission of the Notes in accordance with the Issuing and Paying Agent Agreement.

I hereby designate the persons listed below to act on my behalf in accordance with the Issuing and Paying Agent Agreement and with respect to actions taken under the following agreements relating to the Notes, certify that (a) such persons listed below are duly authorized to execute and deliver on behalf of the Commission the Issuing and Paying Agent Agreement and the below listed agreements and any other documents, instruments and certificates relating to the Notes or the below listed agreements, (b) that the true and genuine signatures of such persons are set forth beside their names and (c) that Bank of America, N.A. (“Bank of America”) and Sumitomo Mitsui Banking Corporation, acting through its New York Branch (“SMBC”), may conclusively rely on the name, incumbency and signature of each individual hereby authorized to act on the behalf of the Commission, until a revised certificate is similarly delivered:

1. Second Amended and Restated Issuing and Paying Agent Agreement, dated as of February 1, 2025, by and between the Commission and the Issuing and Paying Agent, relating to the Notes;

2. Reimbursement Agreement, dated as of December 1, 2015, as amended by the First Amendment to Reimbursement Agreement, dated as of March 1, 2019, as amended by the Second Amendment to Reimbursement Agreement, dated as of February 23, 2022, each between the Commission and Bank of America, relating to the Series A-1 Notes.

3. Amended and Restated Fee Agreement, dated February 23, 2022, between the Commission and Bank of America, relating to the Series A-1 Notes.

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4928-1711-7191.6

4. Reimbursement Agreement, dated as of March 1, 2023, between the Commission and Bank of America, N.A, relating to the Series A-2 Notes.

5. Fee Agreement, dated March 6, 2023, between the Commission and Bank of America, N.A, relating to the Series A-2 Notes.

6. Reimbursement Agreement, dated as of February 1, 2025, between the Commission and SMBC, relating to the Series A-3 Notes.

7. Fee Agreement, dated February 18, 2025, between the Commission and SMBC, relating to the Series A-3 Notes.

8. Dealer Agreement, dated as of March 1, 2023, as amended by the First Amendment to Dealer Agreement, dated as of February 18, 2025, by and between the Commission and Barclays Capital Inc., relating to the Notes.

9. Dealer Agreement, dated as of March 1, 2023, as amended by the First Amendment to Dealer Agreement, dated as of February 18, 2025, by and between the Commission and Goldman Sachs & Co. LLC, relating to the Notes.

10. Dealer Agreement, dated as of March 1, 2023, as amended by the First Amendment to Dealer Agreement, dated as of February 18, 2025, by and between the Commission and RBC Capital Markets, LLC, relating to the Notes.

11. Offering Memorandum, dated February 18, 2025, relating to the Notes.

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Designated Persons Title Specimen Signature
Nancy L. Hom Assistant General Manager,
Business Services and Chief
Financial Officer
Ronald P. Flynn Deputy General Manager
Nikolai J. Sklaroff Capital Finance Director
Greg Wagner Controller of the City and
County of San Francisco
Anna Van Degna Director of Public Finance

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Dated as of the day and year first written above.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera
General Manager

4928-1711-7191.6

EXHIBIT C

FORM OF ISSUANCE REQUEST
Date: __________
Request Number: __________
The undersigned, a Designated Representative of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) does hereby request U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Issuing and Paying Agent (the “Issuing and Paying Agent”) under the Second Amended and Restated Issuing and Paying Agent Agreement, dated as of February 1, 2025 (the “Agreement”) between the Commission and the Issuing and Paying Agent, to iss ue the Commission’s Commercial Paper Notes, as follows:

1. Series Designation (and in the case of the Series A -3 Notes, whether Subseries A-3 (Tax- Exempt) or Subseries A-3-T (Taxable)):

2. Date of Issuance:

3. Principal Amount: $

4. Purchase Price for Commercial Paper Notes (not less than par): $

5. Term of Commercial Paper Notes:

6. Rate of Interest:

7. Amount of Interest payable through maturity:

8. Maturity (specified actual date and number of days):

9. Total principal amount of Commercial Paper Notes outstanding (including this request and excluding any Commercial Paper Notes maturing as of even date hereof) not to exceed [Series A -1/Series A -2: $ 125,000,000][Series A -3 & Series A -3-T Combined:
$100,000,000]:

10. Amount of Principal Portion of then available under the Letter of Credit (excluding this request):

11. Stated Expiration Date of the Letter of Credit:

12. Is this issuance authorized pursuant to Section 8B.124 of the Charter 0 Yes ❑ No of the City and County of San Francisco (the “City”)?
If yes, the following box must be checked:

All required certifications pursuant to Section 8B.124 of the Charter of the City have been filed with the Clerk of the Board of Supervisors of the City.

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The delivery of this Issuance Request constitutes a certification and representation of the Commission as of the date hereof as to the matters set forth in Section 2.06(b) of the Agreement, and reproduced on Attachment A hereto.

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All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Designated Representative
Acknowledged:

Director of Public Finance of the City and
County of San Francisco
By:

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ATTACHMENT A

COMMISSION CERTIFICATIONS
(i) the Letter of Credit is in full force and effect;
(ii) after the issuance of such Commercial Paper Notes and the application of the proceeds thereof, the aggregate principal amount of Commercial Paper Notes Outstanding will not exceed the amount that at the time is authorized to be Outstanding as provided in S ection 2.01(b) of the Agreement;
(iii) the interest rates borne by the Commercial Paper Notes to be delivered on such date do not exceed the lesser of the Maximum Interest Rate or the rate used in calculating the applicable Interest Portion of the Letter of Credit;
(iv) Reference is made to the Tax Certificate, dated _______, 2025, as amended and supplemented (as so amended and supplemented, the “Tax Certificate”) relating to the Commercial Paper Notes. Of the proceeds of indebtedness to be incurred upon issuance of the Notes, $_________ constitutes Original Issue Notes and $_________ constitutes Renewal Notes. (iv) the facts, estimates, circumstances and representations set forth or made (as the case may be) in the Tax Certificate continue to exist and are reaffirmed on such date and the issuance of all Original Issue Notes are being made within the permitted time period, as set forth in the Tax Certificate;
(v) the terms of the Commercial Paper Notes do not exceed 270 days and the maturity dates of such Commercial Paper Notes set forth in the Issuance Request do not extend beyond the Business Day immediately preceding the Stated Expiration Date of the Letter of Credit or the latest maturity date allowed by the Ordinances;
(vi) the Commission has not been notified by Bond Counsel that their opinion with respect to the validity of the Commercial Paper Notes or the tax treatment of the interest of the Tax Exempt Commercial Paper Notes delivered prior to the initial issuance of such Tax Exempt Commercial Paper Notes has been revised or withdrawn or, if any such revisions or withdrawal has occurred, the revised opinion or a substitute opinion acceptable to the Dealers has been delivered;
(vii) no Event of Default has occurred and is then continuing; (viii) the Commission has not received or been notified that the Bank has issued a No- Issuance Notice or a Final Drawing Notice or Acceleration Notice; and (ix) all of the conditions precedent to the issuance of such Commercial Paper Notes, including the consent of the Director of Public Finance, or his or her designee, to the delivery of such Issuance Request, set forth in Section 2.06 of the Agreement have been satisfied.

4928-1711-7191.6

EXHIBIT D

SCHEDULE OF FEES AND EXPENSES FOR

ISSUING AND PAYING AGENT SERVICES

4928-1711-7191.6

EXHIBIT E

CITY REQUIREMENTS
[UPDATE TO COME]
Power Enterprise
4923-4802-0747.1

FIRST AMENDMENT TO DEALER AGREEMENT
(Dated as of February 18, 2025)
This FIRST AMENDMENT TO DEALER AGREEMENT (this “First Amendment”) is entered into as of February 18, 2025, by and between the Public Utilities Commission (the “Commission”) of the City and County of San Francisco (the “City”) and [Barclays Capital Inc.][Goldman Sachs & Co. LLC][RBC Capital Markets, LLC]. (“[Barclays][Goldman][RBC]”). [Barclays][Goldman][RBC] is referred to as the “Dealer” herein.

RECITALS
The Commission and the Dealer have previously entered into a Dealer Agreement, dated as of March 1, 2023 (the “Original Dealer Agreement”) and this First Amendment amends the Original Dealer Agreement (the Original Dealer Agreement, as amended and supplemented, including as amended and supplemented by this First Amendment, the “Agreement”).

Pursuant to Ordinance No. 269- 24 (“Ordinance No. 269- 24”), adopted by the Board of Supervisors of the City on November 19, 2024 and signed by the Mayor of the City on November 25, 2024, and Resolution No. 24- 0193 (“Resolution No. 24- 0193”), adopted by the Commission on September 10, 2024, the commercial paper program/interim funding program for the Power Enterprise (as such term is defined in the hereinafter defined Issuing and Paying Agent Agreement) (the “Power Interim Funding Program”), was increased from an aggregate principal amount of $250 million to an aggregate principal amount of $450 million outstanding at any one time. In connection with the expansion of the Power Interim Funding Program authorized/approved in Ordinance No. 269-24, it is necessary to enter into this First Amendment to make necessary amendments to the Original Dealer Agreement.

AGREEMENTS
NOW, THEREFORE, for and in consideration of the covenants herein made, and subject to the conditions herein set forth, the parties hereto agree as follows:

Section 1. Amendment and Restatement of Recitals in Original Dealer Agreement .

The first three paragraphs under “ RECITALS” in the Original Dealer Agreement are hereby amended and restated in full to read as follows:
“The Commission proposes to issue and reissue its Commercial Paper Notes (Power Series), Series A-1 (the “Series A-1 Notes”), the Series A-2 Notes (the “Series A- 2 Notes”) and the Subseries A -3 and Subseries A -3-T Notes (together, the “Series A -3 Notes”), in the maximum amount of $350,000,000 (which could be increased to a maximum amount of $450,000,000) at any time outstanding (the “Notes”). The Notes are issued pursuant to Ordinance No. 203-98, adopted by the Board of Supervisors of the City and County of San Francisco (the “Board”) on June 8, 1998, and signed by the Mayor of the City (the “Mayor”) on June 19, 1998, as amended by Ordinance No. 270- 06, adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006, Resolution No. 15- 0183, adopted by the Commission on September 8, 2015, Resolution No. 427-15, adopted by the Board on November 17, 2015, and signed by the Mayor on November 25, 2015, Resolution No. 18- 0188, adopted by the Commission on November 2 4923-4802-0747.1
13, 2018, Ordinance No. 2- 19, adopted by the Board on January 15, 2019 and signed by the Mayor on January 18, 2019, Resolution No. 24- 0193, adopted by the Commission on September 10, 2024, Ordinance No. 269-24, adopted by the Board on November 19, 2024 and signed by the Mayor of the City on November 25, 2024 and Resolution No. 25- [_____], adopted by the Commission on February 11, 2025. The ordinances above are collectively referred to herein as the “Ordinances”. The resolutions above are collectively referred to herein as the “Resolutions”.

The Notes are issued pursuant to the terms of the Second Amended and Restated Issuing and Paying Agent Agreement, dated as of February 1, 2025 (the “Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Issuing and Paying Agent”) and the Commission, as amended and supplemented.

The payment of principal and interest on the Series A-1 Notes will be supported by an irrevocable direct-pay letter of credit (the initial “Series A -1 Letter of Credit”) issued by Bank of America, N.A. (the initial “Series A -1 Bank”), pursuant to the terms of the Reimbursement Agreeme nt, dated as of December 1, 2015, as amended by the First Amendment to Reimbursement Agreement, dated as of March 1, 2019, and as amended by the Second Amendment to Reimbursement Agreement, dated as of February 23, 2022 (collectively, the initial “Series A -1 Reimbursement Agreement”), each by and between the Commission and the Series A -1 Bank. T he payment of principal and interest on the Series A-2 Notes will be supported by an irrevocable direct-pay letter of credit (the initial “Series A-2 Letter of Credit”) issued by Bank of America, N.A. (the initial “Series A -2 Bank”), pursuant to the terms of the Reimbursement Agreement, dated as of March 1, 2023 (the initial “Series A-2 Reimbursement Agreement”), by and between the Commission and the Series A-2 Bank. The payment of principal and interest on the Series A -3 Notes will be supported by an irrevocable direct -pay letter of credit (the initial “Series A -3 Letter of Credit”) issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the initial “Series A -3 Bank”), pursuant to the terms of the Reimbursement Agreement, dated as of February 1, 2025 (the initial “Series A -3 Reimbursement Agreement”), by and between the Commission and the Series A-3 Bank.” Section 2. Amendment and Restatement of Section 1 of Original Dealer Agreement.

Section 1 of the Original Dealer Agreement is hereby amended and restated in full to read as follows:
“Definitions. Unless the context clearly indicates a contrary meaning, each capitalized term used in this Agreement shall have the meaning given to that term in the Issuing and Paying Agent Agreement.

In Sections 2, 3, 4, 7, 8, 9 and 11 of this Agreement, “Bank” means the Series A -1 Bank, the Series A-2 Bank or the Series A-3 Bank, as applicable, “Termination Date” means the stated termination date established pursuant to the applicable Letter of Credit , “Letter of Credit” means the Series A-1 Letter of Credit, the Series A-2 Letter of Credit or the Series A-3 Letter of Credit, as applicable, and “Reimbursement Agreement” means the Series A- 3 4923-4802-0747.1
1 Reimbursement Agreement, the Series A-2 Reimbursement Agreement or the Series A- 3 Reimbursement Agreement, as applicable.”
Section 3. Amendment to Section 9 of Original Dealer Agreement . A paragraph (d) shall be added immediately after paragraph (c) in Section 9 of the Original Dealer Agreement, to read as follows:
“(d) In the event the Commission increases the current not-to-exceed maximum amount of $350,000,000 of its Commercial Paper Notes at any time outstanding, to a not-to-exceed maximum amount of $450,000,000, the Commission will cause to provided and delivered updated opinions reflecting such change.”
Section 4. Reaffirmation of Original Dealer Agreement . All terms and conditions of the Original Dealer Agreement not expressly modified by this First Amendment are expressly reaffirmed as if set forth in their entirety herein and shall remain unaffected, unchanged and unimpaired by reason of this First Amendment and the Commission and Dealer shall continue to be bound by the same.

Section 5. Execution in Counterparts . This First Amendment may be executed in several counterparts, each of which shall be original and all of which shall constitute but one and the same instrument
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and delivered as of the date first above written.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera, General Manager
APPROVED AS TO FORM:

DAVID CHIU
City Attorney
By:

Katherine Thursby Ortega
Deputy City Attorney
ACKNOWLEDGED:

ANNA VAN DEGNA
Director of Public Finance of the
City and County of San Francisco
By:

Director of Public Finance
[BARCLAYS CAPITAL INC.][GOLDMAN
SACHS & CO. LLC][RBC CAPITAL
MARKETS, LLC]
By:

Authorized Signatory

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On March 7, 2019, Orrick, Herrington & Sutcliffe LLP, Tax Counsel to the Commission (“Tax Counsel”), delivered its opinion th at, based upon an analysis of then existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series A-1 Notes and Series A-2 Notes, when issued in accordance with the Issuing and Paying Agent Agreement and the Series A-1 and Series A-2 Tax Certificates executed in connection with the issuance of the Series A -1 Notes and the Series A-2 Notes, will be excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”) and exempt from State of California personal income taxes. Tax Counsel’s opinion stated that the amount treated as interest on the Series A-1 Notes and the Series A-2 Notes and excluded from gross income will depend upon the taxpayer’s election under Internal Revenue Notice 94-84. Tax Counsel’s opinion also stated that interest on the Series A-1 Notes and the Series A-2 Notes is not a specific preference item for purposes of the federal alternative minimum tax. Tax Counsel expressed no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series A-1 Notes or the Series A-2 Notes. Tax Counsel now observes that interest on the Series A -1 Notes and the Series A -2 Notes included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Tax Counsel is not updating its opinion of March 7, 2019. See “TAX MATTERS.” In the opinion of Tax Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assumin g, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Subseries A-3 Notes, when issued in accordance with the Issuing and Paying Agent Agreement and the Subseries A-3 Tax Certificate executed in connection with the issuance of the Subseries A -3 Notes, will be excluded from gross income for federal income tax purposes under Section 103 of the Code. Tax Counsel is of the further opinion that interest on the Subseries A-3 Notes will not be a specific preference item for purposes of the federal individual alternative minimum tax. Tax Counsel observes that interest on the Subseries A-3 Notes included in adjusted financial statement income of certain corporations will not be excluded from the federal corporate alternative minimum tax. The amount treated as interest on the Subseries A -3 Notes and excluded from gross income will depend upon the taxpayer’s election under Internal Revenue Notice 94-84. Tax Counsel is of the opinion that interest on the Series A -3 Notes will be exempt from State of California personal income taxes.

Tax Counsel observes that interest on the Subseries A-3-T Notes will not be excluded from gross income for federal income tax purposes under Section 103 of the Code. Tax Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual o r receipt of interest on, the Series A- 3 Notes. See “TAX MATTERS.”
OFFERING MEMORANDUM DATED FEBRUARY [18], 2025
Ratings: See “RATINGS” herein.

Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Power Series)
Not To Exceed $125,000,000
Series A-1 (Tax-Exempt)
Supported by a letter of credit issued by
Bank of America, N.A.

Not To Exceed $125,000,000
Series A-2 (Tax-Exempt)
Supported by a letter of credit issued by
Bank of America, N.A.

Not To Exceed $100,000,000
Subseries A-3 (Tax-Exempt)
Subseries A-3-T (Taxable)
Supported by a letter of credit issued by
Sumitomo Mitsui Banking Corporation, acting through its New York Branch

The purpose of this Offering Memorandum is to provide certain general information in connection with the issuance and sale of the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Series A- 1 (Tax-Exempt) (the “Series A -1 Notes”), the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Series A-2 (Tax-Exempt) (the “Series A-2 Notes”) and the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Subseries A-3 (Tax-Exempt) (the “Subseries A-3 Notes”) and the Subseries A-3-T (Taxable) (the “Subseries A-3-T Notes”) (together, the “Series A-3 Notes,” and collectively with the Series A-1 Notes and Series A-2 Notes, the “Commercial Paper Notes” and, each, a “Series” or “Subseries” as applicable).

The Public Utilities Commission of the City and County of San Francisco (the “Commission”) may issue and have outstanding at any one time an aggregate principal amount of Series A-1 Notes up to $125,000,000, an aggregate principal amount of Series A -2 Notes up to $125,000,000 and an aggregate principal amount of Series A-3 Notes up to $100,000,000.

References herein to the Commercial Paper Notes, the Letters of Credit, the Reimbursement Agreements and the Issuing and Paying Agent Agreement (all as hereinafter defined) do not purport to be complete or definitive, do not constitute summaries thereof, and are qualified in their entirety by reference to the provisions thereof. The information and expressions of opinion in this Offering Memorandum are subject to change without notice after the date hereof and future use of this Offering Memorandum shall not otherwise create any implication that there has been no change in the matters referred to in this Offering Memorandum since the date hereof. This Offering Memorandum is not to be construed as a contract between the Commission and the purchasers of the Commercial Paper Notes. Prospective purchasers of the Commercial Paper Notes are expected to conduct their own review and analysis before making an investment decision.

The Commission has entered into (i) the Reimbursement Agreement, dated as of December 1, 2015, as amended by the First Amendment to Reimbursement Agreement, dated as of March 1, 2019 and as amended by the Second Amendment to Reimbursement Agreement, dated as of February 23, 2022 (collectively, the “Series A-1 Reimbursement Agreement”), each by and between the Commission and Bank of America, N.A. (the “Series A-1 Bank”), pursuant to which the Series A-1 Bank has issued an irrevocable direct pay letter of credit (the “Series A- 1 Letter of Credit”) for the account of the Commission in favor of U.S. Bank Trust Company National Association (as successor in interest to U.S.

Bank, National Association), as issuing and paying agent (the “Issuing and Paying Agent”), supporting the payment of the principal of and interest on maturing Series A -1 Notes, (ii) the Reimbursement Agreement, dated as of March 1, 20 23 (the “Series A-2 Reimbursement Agreement”), by and between the Commission and Bank of America, N.A. (the “Series A-2 Bank”), pursuant to which the Series A-2 Bank has issued an irrevocable direct pay letter of credit (the “Series A-2 Letter of Credit”), for the account of the Commission in favor of the Issuing and Paying Agent supporting the payment of the principal of and interest on maturing Series A-2 Notes, and (iii) the Reimbursement Agreement, dated as of February 1, 2025 (the “Series A-3 Reimbursement Agreement,” and, collectively with the Series A-1 Reimbursement Agreement and the Series A-2 Reimbursement Agreement, the “Reimbursement Agreements”), by and between the Commission and Sumitomo Mitsui Banking Corporation, acting through its New Yo rk Branch (the “Series A-3 Bank,” and, collectively with Series A-1 Bank and the Series A-2 Bank, the “Banks”), pursuant to which the Series A-3 Bank has issued an irrevocable direct pay letter of credit (the “Series A- 3 Letter of Credit,” and, collectively with the Series A-1 Letter of Credit and the Series A-2 Letter of Credit, the “Letters of Credit”) for the account of the Commission in favor of the Issuing and Paying Agent supporting the payment of the principal of and interest on maturing Series A-3 Notes.

Unless terminated earlier or extended in accordance with their respective terms, the Series A- 1 Letter of Credit will expire on March 6, 2026, the Series A-2 Letter of Credit will expire on March 6, 2026 and the Series A-3 Letter of Credit will expire on February [__], 2030.

TIMELY PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON MATURING COMMERCIAL PAPER NOTES OF EACH SERIES IS DEPENDENT UPON THE AVAILABILITY OF PROCEEDS OF DRAWS UNDER THE APPLICABLE LETTER OF CREDIT. IF FOR ANY REASON A N APPLICABLE BANK

2 FAILS TO MAKE A PAYMENT DUE UNDER THE APPLICABLE LETTER OF CREDIT, THE COMMISSION WOULD HAVE NO OBLIGATION TO MAKE ANY

PAYMENTS WITH RESPECT TO THE APPLICABLE COMMERCIAL PAPER NOTES EXCEPT FROM AVAILABLE POWER ENTERPRISE REVENUES, AND

IT IS UNLIKELY THAT THE COMMISSION WOULD HAVE SUFFICIENT FUNDS ON HAND AND AVAILABLE TO MAKE THE CORRESPONDING PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON SUCH COMMERCIAL PAPER NOTES . PROSPECTIVE INVESTORS SHOULD THEREFORE BASE THEIR

INVESTMENT DECISION, INSOFAR AS IT RELATES TO THE CREDITWORTHINESS OF A SERIES OF COMMERCIAL PAPER NOTES, SOLELY ON THE CREDIT OF THE APPLICABLE BANK, RATHER THAN THE COMMISSION. {SMBC LOGO TO COME]
The Commercial Paper Notes are also payable from the proceeds of refunding Commercial Paper Notes, refunding bonds or other obligations which the Commission may authorize and issue from time to time for such purpose. In addition, the Commission has pledged Available Power Enterprise Revenues (as defined herein) to the repayment of the Commercial Paper Notes on a basis subordinate to repayment of the Commission’s outstanding Power Revenue Bonds (as define d herein). See “THE COMMISSION AND THE POWER ENTERPRISE—Obligations Payable from Net Revenues” herein.

THE GENERAL FUND OF THE CITY AND COUNTY OF SAN FRANCISCO IS NOT LIABLE, AND NEITHER THE CREDIT NOR THE TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO IS PLEDGED, FOR THE PAYMENT OF THE COMMERCIAL PAPER NOTES AND THE INTEREST THEREON.

DEALERS FOR ALL SERIES
Barclays Goldman Sachs & Co. LLC RBC Capital Markets

TABLE OF CONTENTS

Page

i

INTRODUCTION ....................................................................................................................................................... 1 THE COMMISSION AND THE POWER ENTERPRISE ......................................................................................... 2 The Commission ........................................................................................................................................... 2 The Power Enterprise .................................................................................................................................... 3 Sources of Revenue ....................................................................................................................................... 4 Capital Improvement Plan ............................................................................................................................. 4 Obligations Payable from Net Revenues ....................................................................................................... 4 Memorandum of Understanding (Mountain Tunnel Improvement Project) .................................................. 6 Power Purchase Agreements ......................................................................................................................... 6 Investment Policy .......................................................................................................................................... 6 Power Enterprise Financial Statements ......................................................................................................... 6 THE COMMERCIAL PAPER NOTES ...................................................................................................................... 7 Limited Obligation ........................................................................................................................................ 8 Pledge of Available Power Enterprise Revenues and Certain Funds and Accounts ..................................... 9 SERIES A-1 LETTER OF CREDIT AND SERIES A-1 REIMBURSEMENT AGREEMENT .............................. 10 Series A-1 Letter of Credit .......................................................................................................................... 11 Series A-1 Reimbursement Agreement Events of Default .......................................................................... 12 Series A-1 Reimbursement Agreement Remedies ...................................................................................... 14 SERIES A-2 LETTER OF CREDIT AND SERIES A-2 REIMBURSEMENT AGREEMENT .............................. 14 Series A-2 Letter of Credit .......................................................................................................................... 15 Series A-2 Reimbursement Agreement Events of Default .......................................................................... 15 Series A-2 Reimbursement Agreement Remedies ...................................................................................... 17 SERIES A-3 LETTER OF CREDIT AND SERIES A-3 REIMBURSEMENT AGREEMENT .............................. 18 Series A-3 Letter of Credit .......................................................................................................................... 18 Series A-3 Reimbursement Agreement Events of Default .......................................................................... 19 Series A-3 Reimbursement Agreement Remedies ...................................................................................... 21 THE BANKS ............................................................................................................................................................. 22 Bank of America, N.A ................................................................................................................................. 22 Sumitomo Mitsui Banking Corporation, acting through its New York Branch .......................................... 23 RATINGS .................................................................................................................................................................. 24 ABSENCE OF LITIGATION ................................................................................................................................... 24 THE DEALERS ........................................................................................................................................................ 24 TAX MATTERS ....................................................................................................................................................... 25 LEGAL MATTERS .................................................................................................................................................. 29 ADDITIONAL INFORMATION.............................................................................................................................. 29

APPENDIX A BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES

APPENDIX B COPY OF BOND COUNSEL OPINION

APPENDIX C POWER ENTERPRISE FINANCIAL STATEMENTS

INTRODUCTION
The purpose of this Offering Memorandum is to provide certain general information in connection with the issuance and sale of the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Series A-1 (Tax-Exempt) (the “Series A-1 Notes”), the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Series A -2 (Tax-Exempt) (the “Series A -2 Notes”) and the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Power Series) Subseries A-3 (Tax-Exempt) (the “Subseries A-3 Notes”) and the Subseries A -3-T (Taxable) (the “Subseries A-3-T Notes ,” and together with the Subseries A -3 Notes , the “Series A -3 Notes,” and such Series A -3 Notes, collectively with the Series A-1 Notes and Series A-2 Notes, the “Commercial Paper Notes” and, each, a “Series” or “Subseries” as applicable). The Public Utilities Commission of the City and County of San Francisco (the “Commission”) may issue and have outstanding at any one time an aggregate principal amount of Se ries A-1 Notes up to $125,000,000, an aggregate principal amount of Series A-2 Notes up to $125,000,000 and an aggregate principal amount of Series A-3 Notes up to $100,000,000.

Capitalized terms used herein and not defined shall have the respective meanings given such terms in the Second Amended and Restated Issuing and Paying Agent Agreement, dated as of February [__], 2025 (the “Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company National Association, (as successor in interest to U.S. Bank, National Association) , as issuing and paying agent (the “Issuing and Paying Agent”) and the Commission, as applicable . If not defined below or in the Issuing and Paying Agent Agreement, capitalized terms used herein shall have the meanings given such terms in the Trust Indenture, dated as of May 1, 2015, as amended by the First Supplemental Trust Indenture, dated as of May 1, 2015, as amended by the Second Supplemental Trust Indenture, dated as of December 1, 2021, as amended by the Third Supplemental Trust Indenture, dated as of October 1, 2023, and as the same may be subsequently supplemented, amended and modified from time to time (the “Power Bonds Indenture”), betw een the Commission and U.S. Bank Trust Company National Association, (as successor in interest to U.S. Bank, National Association), as trustee thereunder, providing for the issuance from time to time of the Commission’s Power Revenue Bonds, designated as the “Power Revenue Bonds,” and other obligations as provided therein, as the same may be supplemented, amended and modified from ti me to time.

The Commission has entered into (i) the Reimbursement Agreement, dated as of December 1, 2015, as amended by the First Amendment to Reimbursement Agreement, dated as of March 1, 2019 and as amended by the Second Amendment to Reimbursement Agreement, dated as of February 23, 2022 (collectively, the “Series A -1 Reimbursement Agreement”), each by and between the Commission and Bank of America, N.A. (the “Series A -1 Bank”), pursuant to which the Series A -1 Bank has issued an irrevocable direct pay letter of cre dit (the “Series A -1 Letter of Credit”) for the account of the Commission in favor of the Issuing and Paying Agent supporting the payment of the principal of and interest on maturing Series A -1 Notes, (ii) the Reimbursement Agreement, dated as of March 1, 2023 (the “Series A-2 Reimbursement Agreement”), by and between the Commission and Bank of America, N.A. (the “Series A-2 Bank”), pursuant to which the Series A-2 Bank has issued an irrevocable direct pay letter of credit (the “Series A -2 Letter of Credit” ), for the account of the Commission in favor of the Issuing and Paying Agent supporting the payment of the principal of and interest on maturing Series A -2 Notes, and (iii) the Reimbursement Agreement, dated as of February 1 , 2025 (the “Series A -3 Reimbursement Agreement,” and, collectively with the Series A -1 Reimbursement Agreement and the Series A -2 Reimbursement Agreement, the “Reimbursement Agreements”), by and between the Commission and Sumitomo Mitsui Banking Corporati on, acting through its New York Branch (the “Series A-3 Bank,” and, collectively with Series A-1 Bank and the Series A-2 Bank, the “Banks”), pursuant to which the Series A-3 Bank has issued an irrevocable direct pay letter of credit (the “Series A -3 Letter of Credit,” and, collectively with the Series A -1 Letter of Credit and the Series A -2 Letter of Credit, the “Letters of Credit”) for the account of the Commission in favor of the Issuing and Paying Agent supporting the payment of the principal of and interest on maturing Series A-3 Notes.

TIMELY PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON MATURING COMMERCIAL

PAPER NOTES OF EACH SERIES IS DEPENDENT UPON THE AVAILABILITY OF PROCEEDS OF DRAWS UNDER THE APPLICABLE LETTER OF CREDIT. IF FOR ANY REASON A BANK FAILS TO

MAKE A PAYMENT DUE UNDER THE APPLICABLE LETTER OF CREDIT, THE COMMISSION

WOULD HAVE NO OBLIGATION TO MAKE ANY PAYMENTS WITH RESPECT TO THE

APPLICABLE COMMERCIAL PAPER NOTES EXCEPT FROM AVAILABLE POWER ENTERPRISE

REVENUES, AND IT IS UNLIKELY THAT THE COMMISSION WOULD HAVE SUFFICIENT FU NDS

2 ON HAND AND AVAILABLE TO MAKE THE CORRESPONDING PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON SUCH COMMERCIAL PAPER NOTES. PROSPECTIVE INVESTORS SHOULD

THEREFORE BASE THEIR INVESTMENT DECISION, INSOFAR AS IT RELATES TO THE

CREDITWORTHINESS OF A SERIES OF COMMERCIAL PAPER NOTES, SOLELY ON THE CREDIT OF THE APPLICABLE BANK, RATHER THAN THE COMMISSION.

The Commercial Paper Notes are also payable from the proceeds of refunding Commercial Paper Notes , refunding bonds or other obligations which the Commission may authorize and issue from time to time for such purpose. In addition, the Commission has pledged Available Power Enterprise Revenues (as defined herein) to the repayment of the Commercial Paper Notes on a basis subordinate to repayment of the Commission’s outstanding Power Revenue Bonds (as defined above ). See “THE COMMISSION AND THE POWER ENTERPRISE — Obligations Payable from Net Revenues” herein.

The information in this Offering Memorandum has been obtained from the Commission, the Banks and other sources believed to be reliable . References herein to the Ordinance (as defined herein) , the Resolution (as defined herein), the Issuing and Paying Agent Agreement, the Commercial Paper Notes, the Letters of Credit and the Reimbursement Agreements do not purport to be complete or definitive, do not constitute summaries thereof, and are qualified in their entirety by reference to the provisions thereof . The information and expressions of opinion in this Offering Memorandum are subject to change without notice after the date hereof and future use of this Offering Memorandum shall not otherwise create any implication that there has been no change in the mat ters referred to in this Offering M emorandum since the date hereof . This Offering Memorandum is not to be construed as a contract between the Commission and the purchasers of the Commercial Paper Notes . Prospective purchasers of the Commercial Paper Notes are expected to conduct their own review and analysis before making an investment decision.

The Commercial Paper Notes are exempt from registration under the Securities Act of 1933, as amended.

The Banks have not prepared or assisted in the preparation of this Offering Memorandum, including any financial information included herein or attached hereto, and the Banks have no responsibility for the form and content of this Offering Memorandum, or any information omitted herefrom, other than solely with respect to the related information describing the respective Banks under the related subheadings under the heading “THE BANKS.” The Banks have not independently verified, make no representation regarding, nor accept any responsibility for the accuracy or completeness of this Offering Memorandum or any information or disclosure contained herein or omitted herefrom, other than solely with respect to the related information describing the respective Banks under the related subheadings under the heading “THE BANKS.” Accordingly, each of the respective Banks disclaim responsibility for the other information in this Offering Memorandum or otherwise made in connection with the offering of the Commercial Paper Notes.

THE COMMISSION AND THE POWER ENTERPRISE
[SFPUC TO REVIEW/UPDATE AS NEEDED]

The Commission
The Commission operates and maintains dams and reservoirs, power generation and transmission facilities, water transmission facilities, water and wastewater treatment plants, water distribution facilities, wastewater collection facilities and power distrib ution facilities. The Commission’s facilities extend from the Hetch Hetchy watershed in the Sierra Nevada, across the Central Valley, over and around the southern end of San Francisco Bay and north along the San Francisco Peninsula to the City and County of San Francisco (the “City”).

The Commission, which consists of five members appointed by the Mayor of the City (the “Mayor”), is a department of the City responsible for the maintenance, operation and development of three utility enterprises: Hetch Hetchy Water and Power and CleanPowerSF, the Water Enterprise and the Wastewater Enterprise. For financial purposes, the Hetch Hetchy Water and Power and CleanPowerSF enterprise is comprised of three funds: (i) Hetch Hetchy Water, (ii) the Power Enterprise and (iii) CleanPowerSF.

Hetch Hetchy Water and Power. Hetch Hetchy Water and Power is comprised of two key components: Hetch Hetchy Water, which operates and maintains the Hetch Hetchy Project, and Hetch Hetchy Power (referred to in this

3 Offering Memorandum as the “ Power Enterprise”), which is responsible for all of the Commission’s power utility commercial transactions and in -City power operations. The Hetch Hetchy Project provides water for distribution through the Water Enterprise and hydroelectric power to municipal and other customers through the Power Enterprise.

CleanPowerSF. In May 2016, the Commission began serving customers through CleanPowerSF, a Community Choice Aggregation program. CleanPowerSF is a “Separate System” under the Power Bonds Indenture and financially independent from the Power Enterprise . References to the “Power Enterprise” in this Offering Memorandum do not include CleanPowerSF.

CleanPowerSF is a “Separate System” under the Power Bonds Indenture. Under CleanPowerSF, the Commission pools the electricity demands of many City residents and businesses that are retail electric distribution customers of PG&E, for the purpose of buying electricity on behalf of such customers. CleanPowerSF, which currently serves over 380,000 accounts, gives residential and commercial electricity consumers in San Francisco a choice of having their electricity supplied from clean renewable sources, such as solar, wind, and geothermal, at competitive rates. CleanPowerSF offers three products: the default “Green” product comprised of at least 50% California renewable portfolio standards (“RPS”)-eligible renewable energy; the “SuperGreen” product comprised of 100% RPS- eligible renewable energy; and the “SuperGreen Saver” product comprised of 100% RPS -eligible renewable energy in which eligible low -income customers receive a 20% bill discount. CleanPowerSF is an opt -out program and customers can choose to use CleanPowerSF or stay with Pacific Gas & Electric Company’s existing generation service. Since the Commission began serving customers through CleanPowerSF, the program has maintained an approximately 96% participation rate, or an approximately 4% opt-out rate.

Water Enterprise. Nearly 2.7 million people rely on water supplied by the Commission to meet their daily water needs through its Water Enterprise. The Commission serves as the retail water supplier for the City and is responsible for water deliveries to residents and insti tutions within the City limits, as well as to a number of retail accounts outside of the City limits. In addition, the Commission sells water to 27 wholesale customer entities in San Mateo, Alameda and Santa Clara Counties.

Wastewater Enterprise. The Wastewater Enterprise’s collection and treatment system consists of a combined sewer collection system conveying sewage and stormwater flows within the City to three water pollution control plants, also located within the City. Treated effluent flows are then discharged through deep- water outfalls into the San Francisco Bay and Pacific Ocean. The Wastewater Enterprise also currently provides sewage treatment service on Treasure Island pursuant to contract and operates an onsite sewage and stormwater reclamation and treatment facility at the Commission’s new headquarters at 525 Golden Gate Avenue .

Each of the Commission’s three utility enterprises is operated and managed as a separate financial entity and separate enterprise funds are maintained for each enterprise. In addition, CleanPowerSF maintains its own financial statements, and segregates its revenues and expenses from the Power Enterprise. No revenues from the Water Enterprise, the Wastewater Enterprise or CleanPowerSF have been pledged for payment of the Power Enterprise Commercial Paper Notes and no such revenues shall be available for the repayment thereof.

The Power Enterprise
The Power Enterprise was created in February 2005 as a separate system and accounting unit within Hetch Hetchy Water and Power . The Power Enterprise provides retail electric service to meet the municipal requirements of the City, including power to operate the San Francisco Municipal Transportation Agency’s streetcars and electric buses, Zuckerberg San Francisco General Hospital and Trauma Center , City Hall, police stations, fire stations and schools, certain Port of San Francisco facilities, street and traffic lights, municipal buildings and other City facilities, such as the San Francisco International Airport , and to certain public agencies and retail customers and provides pedestrian and streetlight operation and maintenance services, energy efficiency, and distributed generation services to City residents and businesses and other customers . The Power Enterprise also operates and maintains the natural gas and electric utilities systems on Treasure Island/Yerba Buena Island pursuant to an agreement with the Treasure Island Development Authority. Additionally, the Power Enterprise is obligated to provide power to the Modesto Irrigation District and the Turlock Irrigation District and to other customers consistent with prescribed contractual obligations and federal law.

4 A number of the facilities of the Hetch Hetchy Project are joint assets and are used for both water transmission and power generation and transmission, benefitting both Hetch Hetchy Water and the Power Enterprise. All publicly- owned utility power sales revenues are allocated to the Power Enterprise. Operating and capital costs benefitting the Power Enterprise and 55% of operating and capital costs that jointly benefit both Hetch Hetchy Water and the Power Enterprise are allocated to the Power Enterprise. Operating and capital costs benefitting Hetch Hetchy Water and 45% of operating capital costs jointly benefitting both Hetch Hetchy Water and the Power Enterprise are allocated to the Commission's Water Enterprise.

Sources of Revenue
On average, approximately 8 9.1% of all Power Enterprise revenues were from charges for services and approximately 10.9% of all Power Enterprise revenues were from other revenues, including rents, interest income and other revenues from Fiscal Years 2019-20 through 2022-24. During such period, approximately 66.0% of charges for services revenues were from municipal sales, approximately 1 6.6% of charges for services revenues were from other retail sales, and approximately 1 7.3% of charges for services revenu es were from wholesale sales. Municipal sales declined starting in Fiscal Year 2019-20 due in large part to the COVID-19 pandemic, however, municipal sales began to recover in Fiscal Year 2021 -22 due to the easing of the COVID -19 pandemic and the increase in the average rate for municipal sales . Retail sales have increased since Fiscal Year 201 9-20, driven by customer growth in redevelopment areas and customers transferring to Power Enterprise service from other providers. Wholesale sales are possible whe n there is excess Hetch Hetchy Project generation available for sale and are driven by supply variability.

Capital Improvement Plan
[To be updated] On February 14, 202 3, the Commission adopted the 10- year capital plan for Fiscal Years 2023-24 through 2032-33 (the “2024-33 CIP”), totaling approximately $8.79 billion. Of such amount, approximately $1.57 billion has been allocated to Hetch Hetchy Water and Power, with approximately $ 441 million allocated to Hetch Hetchy Water (which is funded by the Water Enterprise) and $1.13 billion allocated to Hetch Hetchy Power (which is funded by the Power Enterprise).

The Hetch Hetchy Water and Power capital program is divided into power -infrastructure-related projects (allocable to the Power Enterprise), water-infrastructure-related projects (allocable to the Water Enterprise) and joint projects for facilities that are used for both water and power operations (allocable 55% to the Power Enterprise and 45% to the Water Enterprise). The capital plan for Fiscal Year 202 3-24 was approved by the Commission as part of the budget for the Power Enterprise, with capital spending budgeted at $41.9 million. The capital plan budget for Fiscal Year 202 4-25 will be presented for approval next year in order for further budget development work to take place.

The 2024-33 CIP is projected to be funded primarily from a combination of Power Enterprise revenues (i.e. cash) and bonds and commercial paper. Specifically, the 202 4-33 CIP projects that revenue funding will account for $197 million of project funding for Hetch Hetchy Water and Power CIP projects, and total debt funding will account for $1.38 billion of project funding for Hetch Hetchy Water and Power CIP projects. Of this, $934 million is projected to come from Power Enterprise debt and $441 million from Water Enterprise debt. For Fiscal Year 2023-24, projects are expected to be primarily funded from $7.45 million of Power Enterprise revenues, $ 41.9 million of proceeds of future Power Enterprise bond or commercial paper sales and $65.5 million of Water Enterprise bond and commercial paper proceeds.

Obligations Payable from Net Revenues
Senior Obligations. As of February 1, 2025, the Power Enterprise had $279,055,000 in outstanding aggregate principal amount of Power Revenue Bonds , comprised of the Commission’s: (i) Power Revenue Bonds, 2015 Series A (Green Bonds) (the “2015A Bonds”) outstanding in the aggregate principal amount of $ 32,025,000, (ii) Power Revenue Bonds, 2015 Series B (the “2015B Bonds”), outstanding in the aggregate principal amount of $1,095 ,000, (iii) Power Revenue Bonds, 2021 Series A (Green Bonds) (the “2021A Bonds”), outstanding in the aggregate principal amount of $72,895,000, (iv) Power Revenue Bonds, 2021 Series B (the “2021B Bonds,” and together with the 2021A Bonds, the “2021AB Bonds”), outstanding in the aggregate principal amount of $49,135,000, and (v) Power Revenue

5 Bonds, 2023 Series A (the “2023A Bonds”), outstanding in the aggregate principal amount of $123,905,000 . The 2015A Bonds, the 2015B Bonds , the 2021AB Bonds and the 2023A Bonds are collectively referred to herein as the “Outstanding Power Revenue Bonds”. The Outstanding Power Revenue Bonds have underlying ratings of “AA-” by Fitch Ratings, Inc. (“Fitch”) and “AA” by S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC (“S&P”).

There are currently no other obligations of the Commission payable from Net Revenues on a parity with the Outstanding Power Revenue Bonds.

Subordinate Obligations. The Commercial Paper Notes are secured by a pledge of Net Revenues subordinate to the pledge of Net Revenues securing the Outstanding Power Revenue Bonds and any future Power Revenue Bonds.

As of February 1, 2025, the Power Enterprise also had $3,005,084 in outstanding aggregate principal amount of obligations subordinate to the Outstanding Power Revenue Bonds (the “Parity Notes ”). The Parity Notes consist of certain federal subsidy bonds (new clean renewable energy bonds and qualified energy conservation bonds) that were privately placed on a non-rated basis.
[The Commission expects to enter into a Revolving Credit Agreement with Wells Fargo Bank, National Association (“ Wells Fargo ”), expected to be dated as of [February/March ] [__], 2025 (the “Revolving Credit Agreement”), pursuant to which Wells Fargo is expected to provide a three -year commitment to make loans to the Commission (i) in a principal amount not -to-exceed $100 million outstanding at any one time for the benefit of the Power Enterprise only, and (ii) in a principal amount not -to-exceed $100 million outstanding at any one time for the benefit of the Water Enterprise only. Loans to be made under the Revolving Credit Agreement for the benef it of the Power Enterprise improvements and purposes will not be obligations of the Water Enterprise and will be payable from the Available Power Enterprise Revenues and not from revenues of the Water Enterprise. Loans to be made under the Revolving Credit Agreement for the benefit of Water Enterprise improvements and purposes will not be obligations of the Power Enterprise and will be payable from the revenues of the Water Enterprise and not from the Available Power Enterprise Revenues . The direct placem ent obligations relating to the Power Enterprise only (the “Revolving Obligations”) to be issued under the Revolving Credit Agreement , will be payable on parity with the Commercial Paper Notes. Under the Revolving Credit Agreement, as it relates to the Power Enterprise, upon a failure by the Commission to perform or observe its covenants, a default in other specified indebtedness of the Commission, or other specified events of default, as it relates to the Power Enterprise, Wells Fargo could terminate its commitment, as it relates to the Power Enterprise only, and declare all amounts then outstanding, as it relates to the Power Enterprise only, to be immediately due and payable. The direct placement obligations expected to be issued under the Revolving Credit Agreement are not offered pursuant to this Offering Memorandum. ] The Commission may authorize additional indebtedness on parity with the Commercial Paper Notes without notice to, or the consent of, any holder of the Commercial Paper Notes.

Other Obligations Subordinate to the Commercial Paper Notes, Parity Notes and Revolving Obligations. In 2010, the Commission constructed its administrative offices at 525 Golden Gate Avenue, one block north of City Hall, to house the administrative offices of the Commission’s three utility enterprises that are now located in various leased facilities. Total project costs were approximately $202 million, and were financed with land and property sale proceeds, fund balances, grants and the proceeds from the execution and delivery in 2009 of certificates of participation, representing interests in a City General Fund lease (currently outstanding in the aggregate principal amount of $1 20.21 million). Pursuant to a Memorandum of Understanding between the City and the Commission, the Commission reimburses the City General Fund for all debt service in connection with this City financing (net of Refundable Credits (as defined in the Power Bonds Indenture) received) . The Commission allocates such payment obligations internally among its three utility enterprises based on percentage usage . The Power Enterprise is responsible for 9.72% of such obligations , payable from Net Revenues on a basis subordinate to the payment of the Commercial Paper Notes.

The Commission may, with majority voter approval or, in certain instances with majority, two-thirds or three- quarters vote of the Board of Supervisors of the City (the “Board”) (depending on the nature of the Power Revenue Bonds), authorize additional Powe r Revenue Bonds, the payment of which will be prior to, on parity with, or

6 subordinate to, the payment of the Commercial Paper Notes, without notice to, or consent of, any holder of the Commercial Paper Notes.

Memorandum of Understanding (Mountain Tunnel Improvement Project) During the fiscal year ended June 30, 2022, the Commission entered into a Drinking Water State Revolving Fund (SRF) Loan (the “DWSRF Loan”) with the California State Water Resources Control Board, which provide s a low-interest-rate loan in the approximate amount of $238,000,000 for the Mountain Tunnel Improvement Project (the “MTIP”), a capital project of Hetch Hetchy Water & Power. A component of the MTIP, the Flow Control Facility, is a joint asset of the Wate r Enterprise and Power Enterprise. The Power Enterprise will be responsible for repayment to the Water Enterprise of the DWSRF Loan debt service representing its allocable share of the cost of the “Flow Control Facility” component of the MTIP (the “Power Enterprise Portion”). Pursuant to a Memorandum of Understanding, dated as June 30, 2023, by and between the Water Enterprise and the Power Enterprise, the Power Enterprise Portion paid by the Water Enterprise under the DWSRF Loan will be reimbursed to the Water Enterprise by the Power Enterprise and will not be deemed to be a debt obligation of the Power Enterprise, and will instead be treated as a component of Operation and Maintenance Expenses under the Power Bonds Indenture, in the approximate amount of $2.7 million annually. The Power Enterprise’s allocable share of the cost of the MTIP, approximately $65,259,600, represents approximately 27.42% of the total DWSRF Loan Amount.

Power Purchase Agreements
In June 2009, the Power Enterprise entered into a 25- year power purchase agreement with SFCity 1, LP, to purchase electricity generated from a solar photovoltaic project located at Sunset Reservoir. The facility achieved commercial operation in November 2010. Duke Energy (“Duke Energy”) has assumed ownership of the power purchase agreement. In accordance with the terms and conditions thereof, commencing on the project’s commercial operation date, Duke Energy will sell and deliver, and the Power Enterprise shall purchase and accept, all of the output of the project.

Payments made by the Power Enterprise under its agreement with Duke Energy constitute Operation and Maintenance Expenses under the Power Bonds Indenture. In Fiscal Year 2022-23 and 2023-24, the Power Enterprise purchased approximately 6, 006 megawatt-hours (“MWh”) of electricity for a total payment of $ 2.04 million and approximately 6,269 MWh of electricity for a total payment of $2.18 million, respectively. [For Fiscal Year 2024-25, the projected purchased electricity is approximately [___] MWh for a total payment of approximately $[__] million.] Investment Policy
The Commission’s funds are invested through the City’s office of the Treasurer pursuant to the City’s investment policy. The investment policy of the City is reviewed annually and is subject to change . A copy of the City’s Annual Statement of Investment Policy can be found at www.sftreasurer.org . Neither such website nor t he information on such website is incorporated herein by reference.

Power Enterprise Financial Statements
The financial statements of the Power Enterprise for the Fiscal Year ended June 30, 2024, are attached to this Offering Memorandum as APPENDIX C. Additional financial and operating data relating to the Commission and the Power Enterprise may be found in the Commission’s most recent filings made pursuant to continuing disclosure undertakings of the Commission in connection with its Outstanding Power Revenue Bonds, which are filed with the Municipal Securities Rulemaking Board (“MSRB”) through the Electronic Municipal Market Access (“EMMA”) website. The Commission may provide supplemental information in its annual continuing disclosure report filings and may from time to time provide voluntary notices, in its sole discretion, to investors. See “ADDITIONAL INFORMATION.”

TIMELY PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON MATURING COMMERCIAL

PAPER NOTES OF EACH SERIES IS DEPENDENT UPON THE AVAILABILITY OF PROCEEDS OF DRAWS UNDER THE APPLICABLE LETTER OF CREDIT. IF FOR ANY REASON THE APPLICABLE

7 BANK FAILS TO MAKE A PAYMENT DUE UNDER THE APPLICABLE LETTER OF CREDIT, THE

COMMISSION WOULD HAVE NO OBLIGATION TO MAKE ANY PAYMENTS WITH RESPECT TO

THE APPLICABLE COMMERCIAL PAPER NOTES EXCEPT FROM AVAILABLE POWER

ENTERPRISE REVENUES, AND IT IS UNLIKELY THAT THE COMMISSION WOULD HAVE

SUFFICIENT FUNDS ON HAND AND AVAILABLE TO MAKE THE CORRESPONDING PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON SUCH COMMERCIAL PAPER NOTES. PROSPECTIVE

INVESTORS SHOULD THEREFORE BASE THEIR INVESTMENT DECISION, INSOFAR AS IT

RELATES TO THE CREDITWORTHINESS OF A SERIES OF COMMERCIAL PAPER NOTES, SOLELY ON THE CREDIT OF THE APPLICABLE BANK, RATHER THAN THE COMMISSION.

THE COMMERCIAL PAPER NOTES
The Commercial Paper Notes are authorized to be issued pursuant to (i) Article V of Chapter 43 of the San Francisco Administrative Code, enacted by Ordinance No . 203-98, adopted by the Board on June 8, 1998, and signed by the Mayor on June 19, 1998, as amended by Ordinance 270-06 adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006 (the “Procedural Ordinance”) , to establish a procedure pursuant to which the Commission may issue short-term indebtedness, including the issuance of commercial paper in anticipation of the issuance of its revenue bonds ; (ii) Section 9.107(6) and 9.107(8) of the Charter; (iii) Section 8B.124 of the Charter, subject to receipt of the Proposition A Certifications (as defined herein); (iv) various ordinances adopted by the Board authorizing the issuance of Power Revenue Bonds (including commercial paper notes in anticipation thereof), Ordinance No. 269 -24 (“Ordinance No. 269- 24,” and together with the Procedural Ordinance, the “Ordinances”), adopted by the Board on November 19, 2024 and signed by the Mayor on November 25, 2024, and (v) various resolutions adopted by the Commission, including, Resolution No. 24 -0193, adopted by the Commission on September 10, 2024 ( collectively, the “Resolution s”), providing for and approving of the issuance by the Commission of not to exceed $450,000,000 aggregate principal amount of short-term indebtedness (including, but not limited to, the issuance of the Commercial Paper Notes). [Pursuant to such authorizations, in addition to the Commercial Paper Notes offered hereunder, the Commission has entered into a direct-purchase, Revolving Credit Agreement with Wells Fargo, pursuant to which the bank has agreed to loan, from time to time, up to $100,000,000 principal amount of direct placement obligations which are on parity with the Commercial Paper Notes. See also “THE COMMISSION AND THE POWER ENTERPRISE— Obligations Payable from Net Revenues —Subordinate Obligations” above. The direct p lacement obligations issued under the Revolving Credit Agreement are not offered pursuant to this Offering Memorandum. ] Issuance of debt under Section 8B.124 of the Charter is subject to (i) receipt of certification from an independent engineer that (x) the projects to be financed by such debt meet utility standards and (y) estimated net revenue will be sufficient to meet o perating, maintenance, debt service coverage and other indenture or resolution requirements; and (ii) receipt of certification from the San Francisco Planning Department that facilities financed with such debt will comply with applicable requirements of the California Environmental Quality Act (collectively, the “Proposition A Certifications”).

The Commercial Paper Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement.

The Commercial Paper Notes will be issued from time to time to finance projects associated with the Commission’s Power Enterprise . The Commission may issue, and have outstanding at any one time, an aggregate principal amount of Series A -1 Notes up to $125,000,000, an aggregate principal amount of Series A -2 Notes up to $125,000,000 and an aggregate principal amount of Series A-3 Notes up to $100,000,000.

The Commercial Paper Notes are dated the date of their original issuance, issued in book -entry form only in denominations of $100,000, and in integral multiples of $1,000 in excess of $100,000, and bear interest at separately stated interest rates not to exceed 12% per annum.

The Commercial Paper Notes are fully registered notes registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York. Beneficial ownership interests in the Commercial Paper Notes are available in book -entry form only, and purchasers of the Commercial Paper Notes will not receive certificates representing their interests in the Commercial Paper Notes purchased. While

8 held in book- entry form, all payments of principal of and interest on the Commercial Paper Notes will be made by wire transfer to DTC or its nominee as the sole registered owner of the Commercial Paper Notes . Payments to the beneficial owners are the responsibility of DTC and its participants. See “APPENDIX A—BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES.”
Each Commercial Paper Note will bear interest payable at maturity at an annual rate calculated, in the case of the Series A-1 Notes, the Series A-2 Notes and the Subseries A-3 Notes, on the basis of actual days elapsed and a year of 365 or 366 days, as applicable, and, in the case of the Subseries A -3-T Notes, on the basis of actual days elapsed and a year of 360 days.

Each Commercial Paper Note will mature on a Business Day not more than 270 days after its issuance date, but in no event later than the Business Day immediately preceding the Termination Date (as defined herein) of the applicable Letter of Credit.

Each Commercial Paper Note (i) will be sold at a price of not less than 100% of the principal amount thereof, and (ii) will mature on a Business Day . The Commercial Paper Notes will not be subject to redemption prior to maturity. Payments of principal of and interest on maturing Commercial Paper Notes will be made by the Issuing and Paying Agent directly to DTC.

Notwithstanding anything to the contrary in the Issuing and Paying Agent Agreement and the Commercial Paper Notes, upon an Event of Default (as such term is defined in the Issuing and Paying Agent Agreement), (i) if the applicable Bank is insolvent or has failed to honor a properly presented and conforming Drawing (as such term is defined in the Issuing and Paying Agent Agreement) under the applicable Letter of Credit, any holder of the applicable Series of Commercial Paper Notes at the time outstanding may, by notice to the Commission, declare the principal of such holder’s Commercial Paper Notes, and the interest accrued thereon, to be due and payable immediately, whereupon the same shall become and shall be immediately due and payable; and (ii) (A) so long as the applicable Bank is not insolvent and has not failed to honor a properly presented and conforming Drawing under the applicable Letter of Credit, such Bank, on behalf of the holders of the applicable Series of Commercial Paper Notes at the ti me outstanding, by notice to the Commission, may declare the principal of all outstanding Commercial Paper Notes of such Series, and the interest accrued thereon, to be due and payable immediately, whereupon the same shall become and shall be immediately due and payable, and the Issuing and Paying Agent shall, to the extent the applicable Letter of Credit so provides, immediately make thereafter a Drawing under such Letter of Credit to pay the amount of interest and principal then due on the applicable Series of Commercial Paper Notes and (B) such Bank may, by notice to the Commission, declare the principal of the applicable Bank Notes (as such term is defined in the Issuing and Paying Agent Agreement), and the interest accrued thereon (and the Unpaid Drawings and Advances evidenced thereby), to be due and payable immediately, whereupon the same shall become and shall be immediately due and payable, anything in Issuing and Paying Agent Agreement or in t he applicable Series of Commercial Paper Notes or in the applicable Reimbursement Agreement contained to the contrary notwithstanding, provided however , this clause (ii) shall be of no effect if said Event of Default was caused by a failure of such Bank to honor a properly presented and conforming Drawing made on the applicable Letter of Credit in conformance with the terms of the Issuing and Paying Agent Agreement. [See “SERIES A -1 LETTER OF CREDIT AND SERIES A -1 REIMBURSEMENT AGREEMENT – Series A -1 Reimbursement Agreement Remedies ,” “SERIES A -2 LETTER OF CREDIT AND SERIES A-2 REIMBURSEMENT AGREEMENT – Series A-2 Reimbursement Agreement Remedies” and “SERIES A-3 LETTER OF CREDIT AND SERIES A -3 REIMBURSEMENT AGREEMENT – Series A-3 Reimbursement Agreement Remedies”.]
Limited Obligation

TIMELY PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON MATURING COMMERCIAL

PAPER NOTES OF EACH SERIES IS DEPENDENT UPON THE AVAILABILITY OF PROCEEDS OF DRAWS UNDER THE APPLICABLE LETTER OF CREDIT. PROSPECTIVE INVESTORS SHOULD

THEREFORE BASE THEIR INVESTMENT DECISION, INSOFAR AS IT RELATES TO THE

CREDITWORTHINESS OF A SERIES OF COMMERCIAL PAPER NOTES, SOLELY ON THE CREDIT OF THE APPLICABLE BANK, RATHER THAN THE COMMISSION.

9 THE GENERAL FUND OF THE CITY AND COUNTY OF SAN FRANCISCO IS NOT LIABLE, AND

NEITHER THE CREDIT NOR THE TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO IS PLEDGED, FOR THE PAYMENT OF THE COMMERCIAL PAPER NOTES.

Pledge of Available Power Enterprise Revenues and Certain Funds and Accounts The Commercial Paper Notes and the Bank Notes and the obligations of the Commission under the Series A-1 Reimbursement Agreement, the Series A -2 Reimbursement Agreement and the Series A -3 Reimbursement Agreement are revenue obligations, are not secured by the taxing power of the Commission or the City and shall be payable as to both principal and interest from, and shall be secured solely by a pledge as hereinafter provided of, the Available Power Enterprise Revenues, and, as set forth below, certain funds and accounts created under the Issuing and Paying Agent Agreement. Capitalized terms used below and not otherwise defined shall have the meanings set forth in the Issuing and Paying Agent Agreement.

The Available Power Enterprise Revenues (on a parity with the pledge securing any Parity Notes and Revolving Obligations) and the Construction Fund and the accounts therein for each series or subseries, as applicable, are pledged to the payment of the applicable Commercial Paper Notes, the applicable Bank Notes and all obligations of the Commission relating to such Commercial Paper Notes under the Issuing and Paying Agent Agreement and under the Series A -1 Reimbursement Agreement, the Series A -2 Reimburseme nt Agreement and the Series A -3 Reimbursement Agreement without priority or distinction of one over the other, except as expressly provided under the Issuing and Paying Agent Agreement. In addition, (i) the Series A -1 Debt Service Account is pledged to se cure the payment of the interest on and principal of the Series A -1 Notes, (ii) the Series A -1 Bank Payment Account and the Series A-1 Bank Note Debt Service Account are pledged to secure the payment of the interest on and principal of the Series A-1 Bank Notes and obligations under the Series A-1 Reimbursement Agreement, (iii) the Series A-2 Debt Service Account is pledged to secure the payment of the interest on and principal of the Series A -2 Notes, (iv) the Series A-2 Bank Payment Account and the Series A-2 Bank Note Debt Service Account are pledged to secure the payment of the interest on and principal of the Series A -2 Bank Notes and obligations under the Series A -2 Reimbursement Agreement, (v) the Series A-3 Debt Service Account is pledged to secure the payment of the interest on and principal of the Series A-3 Notes, (vi) the Subseries A-3 Bank Payment Account and the Subseries A -3 Bank Note Debt Service Account are pledged to secure the payment of the interest on and principal of the Subseries A -3 Bank Notes and related obligations under the Series A -3 Reimbursement Agreement, and (vii) the Subseries A -3-T Bank Payment Account and the Subseries A-3-T Bank Note Debt Service Account are pledged to secure the payment of the interest on and principal of t he Subseries A -3 Bank Notes and related obligations under the Series A -3 Reimbursement Agreement.